2016 ANNUAL REPORT
FINANCIAL HIGHLIGHTS
Dollars in thousands, except per share amounts
2016
2015
2014
2013
2012
Operating revenues
$2,008,991
$2,093,529
$2,139,289
$2,029,183
$2,036,386
Net income
79,129
123,714
98,650
86,785
103,034
Diluted earnings
per share
Cash dividends
declared per share*
Return on average
stockholders’ equity
Operating ratio
Operating ratio -
truckload segment**
Total assets
Total debt
Stockholders’
equity*
1.09
0.24
8.2%
93.7%
92.2%
1.71
0.22
1.36
0.20
1.18
0.20
1.40
1.70
14.1%
12.4%
11.7%
13.6%
90.4%
92.5%
93.1%
91.6%
86.7%
88.7%
90.8%
88.4%
1,793,003
1,585,647
1,480,462
1,354,097
1,334,900
180,000
75,000
75,000
40,000
90,000
994,787
935,654
833,860
772,519
714,897
* Cash dividends include the following special dividends (per share): $1.50 in 2012.
** Operating expenses (net of fuel surcharge revenues) expressed as a percentage of operating revenues (net of fuel surcharge revenues).
OPERATING REVENUES
$2,008,991 2
6
1
0
$2,093,529 2
5
1
0
$2,139,289 2
4
1
0
$2,029,183 2
3
1
0
$2,036,386 2
2
1
0
TOTAL ASSETS
$1,793,003 2
6
1
0
$1,585,647 2
5
1
0
$1,480,462 2
4
1
0
$1,354,097 2
3
1
0
$1,334,900 2
2
1
0
DILUTED EARNINGS PER SHARE
$1.09 2
6
1
0
$1.18 2
3
1
0
$1.36 2
4
1
0
$1.40 2
2
1
0
$1.71
5
1
0
2
TO OUR SHAREHOLDERS
2016 was
a year of
significant
positive
developments
and stressful
industry
challenges.
We invested heavily in our trucks, trailers, talent, terminals
and technology in 2016 to propel Werner forward in our
renewed and unwavering strategy to achieve best-in-class
customer service.
A record $430 million of capital investment made our trucks
newer, safer, more efficient and increasingly attractive to the
best drivers.
We invested aggressively in our trailer fleet, lowering our fleet
age and rebranding for the future. Over 70% of our trailers
now have enhanced features such as trailer skirts, tire inflation
systems and GPS trailer tracking.
Over the past two years, we raised driver pay by 15% to attract
and retain the best drivers. In 2016, we achieved our lowest
driver turnover rate in 17 years.
We began upgrading, expanding and modernizing our
terminal network to enhance our drivers’ experience and
increase equipment throughout.
We developed, strengthened and adapted our information technology systems and processes
to meet the rapidly expanding needs and expectations of our customers and drivers.
These significant investments added cost to our trucking network. By second quarter 2016,
truckload industry freight market conditions became noticeably softer with too many trucks,
excess customer inventories, a slow growth domestic economy and a weaker used truck sales
market. Shippers demanded and obtained rate decreases, which significantly compressed
our operating margin percentage and returns. The timing of these investments added
cost in what turned out to be a challenging 2016 freight market. We remain convinced that
the steps we are taking to produce best-in-class customer service will produce long-term
benefits for Werner.
In second quarter, we quickly adapted to the market conditions by reducing our fleet,
cutting controllable costs and shifting trucks into our more stable Dedicated fleet business
unit. By fourth quarter, we began to produce sequentially improved financial results.
For the year, revenues declined 4% and earnings per diluted share declined 36%. Our
growing Werner Logistics segment grew revenues by 6% and operating income by 23%.
Over the longer term, our historical experience demonstrates that a newer fleet and better
drivers will result in higher Werner operating margin performance and returns.
In December 2017, the long awaited electronic logging device (ELD) mandate is scheduled
to go into effect. It is estimated that over 50% of the truckload industry’s two million
trucks have yet to adopt ELD’s, which will be required to electronically measure, manage
and control driver hours of service in accordance with the federal safety regulations. We
expect that a meaningful amount of truck capacity will effectively be reduced as ELD’s are
implemented and enforced.
Werner is the industry leader in ELD development and adoption, with over 20 years of
knowledge and experience. Industry wide ELD compliance should level the competitive
playing field for both driving hours and driver pay per mile. This improved competitive
dynamic and the inherent effective reduction in supply should create improved market
conditions for Werner.
As we begin 2017, our fleet is better positioned. The elevated capital investment to lower
our fleet age is nearly completed. We intend to keep our truck and trailer fleet new in 2017
and further cause the best drivers to stay with and select Werner.
We believe our trucking and logistics segments are increasingly well positioned to capitalize
on improved freight market conditions as they develop. We are also prepared to deal with
market challenges that may occur.
Thank you for your support as shareholders and for the confidence and trust you place in
Werner Enterprises.
March 1, 2017
Derek J. Leathers
President and Chief Executive Officer
C.L. Werner
Executive Chairman
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[Mark one]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission File Number: 0-14690
WERNER ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
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
(Address of principal executive offices)
68145-0308
(Zip Code)
(402) 895-6640
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $0.01 Par Value
Name of Each Exchange on Which Registered
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
The aggregate market value of the common equity held by non-affiliates of the Registrant (assuming for these purposes that all executive officers and
Directors are “affiliates” of the Registrant) as of June 30, 2016, the last business day of the Registrant’s most recently completed second fiscal quarter, was
approximately $1.079 billion (based on the closing sale price of the Registrant’s Common Stock on that date as reported by Nasdaq).
As of February 17, 2017, 72,192,743 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement of Registrant for the Annual Meeting of Stockholders to be held May 9, 2017, are incorporated in Part III of this report.
WERNER ENTERPRISES, INC.
INDEX
PART I
Page
Item 1.
Business..................................................................................................................................................................... 1
Item 1A. Risk Factors............................................................................................................................................................... 6
Item 1B. Unresolved Staff Comments...................................................................................................................................... 9
Item 2.
Properties................................................................................................................................................................... 9
Item 3.
Legal Proceedings.................................................................................................................................................... 10
Item 4.
Mine Safety Disclosures.......................................................................................................................................... 11
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.................................................................................................................................................. 11
Item 6.
Selected Financial Data........................................................................................................................................... 13
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations................................... 13
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.................................................................................. 24
Item 8.
Financial Statements and Supplementary Data....................................................................................................... 26
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.................................. 45
Item 9A. Controls and Procedures.......................................................................................................................................... 45
Item 9B. Other Information.................................................................................................................................................... 47
PART III
Item 10. Directors, Executive Officers and Corporate Governance...................................................................................... 47
Item 11. Executive Compensation......................................................................................................................................... 47
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters............... 47
Item 13. Certain Relationships and Related Transactions, and Director Independence........................................................ 48
Item 14. Principal Accounting Fees and Services.................................................................................................................. 48
PART IV
Item 15. Exhibits, Financial Statement Schedules..................................................................................................................48
Item 16. Form 10-K Summary................................................................................................................................................48
This Annual Report on Form 10-K for the year ended December 31, 2016 (this “Form 10-K”) and the documents incorporated
herein by reference contain forward-looking statements based on expectations, estimates and projections as of the date of this
filing. Actual results may differ materially from those expressed in such forward-looking statements. For further guidance, see
Item 1A of Part I and Item 7 of Part II of this Form 10-K.
ITEM 1.
BUSINESS
General
PART I
We are a transportation and logistics company engaged primarily in transporting truckload shipments of general commodities in
both interstate and intrastate commerce. We also provide logistics services through our Werner Logistics division (formerly Value
Added Services or “VAS”). We believe we are one of the largest truckload carriers in the United States (based on total operating
revenues), and our headquarters are located in Omaha, Nebraska, near the geographic center of our truckload service area. We
were founded in 1956 by Clarence L. Werner, who started the business with one truck at the age of 19 and serves as our Executive
Chairman. We were incorporated in the State of Nebraska in September 1982 and completed our initial public offering in June
1986 with a fleet of 632 trucks as of February 1986. At the end of 2016, our Truckload Transportation Services (“Truckload”)
segment had a fleet of 7,100 trucks, of which 6,305 were company-operated and 795 were owned and operated by independent
contractors. Our Werner Logistics division operated an additional 74 intermodal drayage trucks at the end of 2016.
We have two reportable segments – Truckload and Werner Logistics. You can find financial information regarding these segments
and the geographic areas in which we conduct business in the Notes to Consolidated Financial Statements under Item 8 of this
Form 10-K.
Our Truckload segment is comprised of the One-Way Truckload and Specialized Services units. One-Way Truckload includes the
following operating fleets: (i) the medium-to-long-haul van (“Van”) fleet transports a variety of consumer nondurable products
and other commodities in truckload quantities over irregular routes using dry van trailers; (ii) the expedited (“Expedited”) fleet
provides time-sensitive truckload services utilizing driver teams; and (iii) the regional short-haul (“Regional”) fleet provides
comparable truckload van service within geographic regions across the United States. Specialized Services provides truckload
services dedicated to a specific customer, generally for a retail distribution center or manufacturing facility, including services for
products requiring specialized trailers such as flatbed or temperature-controlled trailers. Our Truckload fleets operate throughout
the 48 contiguous U.S. states pursuant to operating authority, both common and contract, granted by the U.S. Department of
Transportation (“DOT”) and pursuant to intrastate authority granted by various U.S. states. We also have authority to operate in
several provinces of Canada and to provide through-trailer service into and out of Mexico. The principal types of freight we
transport include retail store merchandise, consumer products, grocery products and manufactured products. We focus on
transporting consumer nondurable products that generally ship more consistently throughout the year and whose volumes are
generally more stable during a slowdown in the economy.
Our Werner Logistics segment is a non-asset-based transportation and logistics provider. Werner Logistics is comprised of the
following four operating units that provide non-trucking services to our customers: (i) truck brokerage (“Brokerage”) uses
contracted carriers to complete customer shipments; (ii) freight management (“Freight Management”) offers a full range of single-
source logistics management services and solutions; (iii) the intermodal (“Intermodal”) unit offers rail transportation through
alliances with rail and drayage providers as an alternative to truck transportation; and (iv) Werner Global Logistics international
(“WGL”) provides complete management of global shipments from origin to destination using a combination of air, ocean, truck
and rail transportation modes. Our Brokerage unit had transportation services contracts with 15,664 carriers as of December 31,
2016.
Marketing and Operations
Our business philosophy is to provide superior on-time customer service at a significant value for our customers. To accomplish
this, we operate premium modern tractors and trailers. This equipment has fewer mechanical and maintenance issues and helps
attract and retain experienced drivers. We continually develop our business processes and technology to improve customer service
and driver retention. We focus on customers who value the broad geographic coverage, diversified truck and logistics services,
equipment capacity, technology, customized services and flexibility available from a large, financially-stable transportation and
logistics provider.
We operate in the truckload and logistics sectors of the transportation industry. Our Truckload segment provides specialized services
to customers based on (i) each customer’s trailer needs (such as van, flatbed and temperature-controlled trailers), (ii) geographic
area (regional and medium-to-long-haul van, including transport throughout Mexico and Canada), (iii) time-sensitive shipments
1
(expedited) or (iv) conversion of their private fleet to us (dedicated). In 2016, trucking revenues (net of fuel surcharge) and trucking
fuel surcharge revenues accounted for 75% of total operating revenues, and non-trucking and other operating revenues (primarily
Werner Logistics revenues) accounted for 25% of total operating revenues. Our Werner Logistics segment manages the
transportation and logistics requirements for customers, providing customers with additional sources of truck capacity, alternative
modes of transportation, a global delivery network and systems analysis to optimize transportation needs. Werner Logistics services
include (i) truck brokerage, (ii) freight management, (iii) intermodal transport and (iv) international. The Werner Logistics
international services are provided through our domestic and global subsidiary companies and include (i) ocean, air and ground
transportation services, (ii) door-to-door freight forwarding and (iii) customs brokerage. Most Werner Logistics international
services are provided throughout North America and Asia with additional coverage throughout Australia, Europe, South America
and Africa. Werner Logistics is a non-asset-based transportation and logistics provider that is highly dependent on qualified
associates, information systems and the services of qualified third-party capacity providers. You can find the revenues generated
by services that accounted for more than 10% of our consolidated revenues, consisting of Truckload and Werner Logistics, for the
last three years under Item 7 of Part II of this Form 10-K.
We have a diversified freight base but are dependent on a relatively small number of customers for a significant portion of our
freight. During 2016, our largest 5, 10, 25 and 50 customers comprised 27%, 43%, 61% and 74% of our revenues, respectively.
No single customer generated more than 10% of our revenues in 2016. The industry groups of our top 50 customers are 48% retail
and consumer products, 29% grocery products, 11% manufacturing/industrial and 12% logistics and other. Many of our One-Way
Truckload customer contracts may be terminated upon 30 days’ notice, which is common in the truckload industry. Most of our
Specialized Services customer contracts are one to three years in length and may be terminated by either party upon 30 to 90 days’
notice following the expiration of the contract’s first year, and we review rates in these contracts annually.
All of our company and independent contractor tractors are equipped with communication devices. These devices enable us and
our drivers to conduct two-way communication using standardized and freeform messages. This technology also allows us to plan
and monitor shipment progress. We automatically monitor truck movement and obtain specific data on the location of all trucks
in the fleet every 15 minutes. Using the real-time global positioning data obtained from the devices, we have advanced application
systems to improve customer and driver service. Examples of such application systems include: (i) an electronic logging system
which records and monitors drivers’ hours of service and integrates with our information systems to pre-plan driver shipment
assignments based on real-time available driving hours; (ii) software that pre-plans shipments drivers can trade enroute to meet
driver home-time needs without compromising on-time delivery schedules; and (iii) automated “possible late load” tracking that
informs the operations department of trucks possibly operating behind schedule, allowing us to take preventive measures to avoid
late deliveries. In 1998, we began a successful pilot program and subsequently became the first trucking company in the United
States to receive an exemption from DOT to use a global positioning-based paperless log system as an alternative to the paper
logbooks traditionally used by truck drivers to track their daily work activities. We have used electronic logging devices (“ELDs”)
to monitor and enforce drivers’ hours of service since 1996.
Seasonality
In the trucking industry, revenues generally follow a seasonal pattern. Peak freight demand has historically occurred in the months
of September, October and November. After the December holiday season and during the remaining winter months, our freight
volumes are typically lower because some customers reduce shipment levels. Our operating expenses have historically been higher
in the winter months due primarily to decreased fuel efficiency, increased cold weather-related maintenance costs of revenue
equipment and increased insurance and claims costs attributed to adverse winter weather conditions. We attempt to minimize the
impact of seasonality through our marketing program by seeking additional freight from certain customers during traditionally
slower shipping periods and focusing on transporting consumer nondurable products. Revenue can also be affected by adverse
weather conditions, holidays and the number of business days that occur during a given period because revenue is directly related
to the available working days of shippers.
Employee Associates and Independent Contractors
As of December 31, 2016, we employed 8,733 drivers; 607 mechanics and maintenance associates for the trucking operation;
1,225 office associates for the trucking operation; and 1,173 associates for Werner Logistics, international and other non-trucking
operations. We also had 795 independent contractors who provide both a tractor and a driver or drivers. None of our U.S., Canadian
or Chinese associates are represented by a collective bargaining unit, and we consider relations with our associates to be good.
We recognize that our professional driver workforce is one of our most valuable assets. Most of our professional drivers are
compensated on a per-mile basis. For most company-employed drivers, the rate per mile generally increases with the drivers’
length of service. Professional drivers may earn additional compensation through incentive performance pay programs and for
performing additional work associated with their job (such as loading and unloading freight and making extra stops and shorter
mileage trips).
2
At times, there are driver shortages in the trucking industry. Availability of experienced drivers can be affected by (i) changes in
the demographic composition of the workforce; (ii) alternative employment opportunities other than truck driving that become
available in the economy; and (iii) individual drivers’ desire to be home more frequently. The driver market remained challenging
in 2016, and the supply of recent driver training school graduates continues to tighten. We believe that a declining number of, and
increased competition for, driver training school graduates, a low national unemployment rate, aging truck driver demographics
and increased truck safety regulations are tightening driver supply. We believe our strong mileage utilization, financial strength
and safety record are attractive to drivers when compared to many other carriers. Additionally, we believe our large percentage of
driving jobs in shorter-haul operations (such as Dedicated and Regional) that allow drivers to return home more often is attractive
to drivers.
We utilize recent driver training school graduates as a significant source of new drivers. These drivers have completed a training
program at a driver training school, hold a commercial driver’s license (“CDL”) and are further trained by Werner-certified trainer
drivers prior to that driver becoming a solo driver with their own truck. As mentioned above, the recruiting environment for recent
driver training school graduates remained challenging in 2016. The availability of these drivers has been negatively impacted by
the decreased availability of student loan financing for driver training schools. We own two driver training schools that operate a
total of 13 driver training locations to assist with the training and development of drivers for our company and the industry.
As economic conditions improve, competition for experienced drivers and recent driver training school graduates may increase
and could become more challenging in 2017. We cannot predict whether we will experience future shortages in the availability
of experienced drivers or driver training school graduates. If such a shortage were to occur and additional driver pay rate increases
became necessary to attract and retain experienced drivers or driver training school graduates, our results of operations would be
negatively impacted to the extent that we could not obtain corresponding freight rate increases.
We also recognize that independent contractors complement our company-employed drivers. Independent contractors supply their
own tractors and drivers and are responsible for their operating expenses. Independent contractors also provide us with another
source of drivers to support our fleet. We intend to maintain our emphasis on independent contractor recruiting, in addition to
company driver recruitment. We, along with others in the trucking industry, however, continue to experience independent contractor
recruitment and retention difficulties that have persisted over the past several years. Challenging operating conditions, including
inflationary cost increases that are the responsibility of independent contractors and a shortage of financing available to independent
contractors for equipment purchases, continue to make it difficult to recruit and retain independent contractors. If a shortage of
independent contractors occurs, additional increases in per-mile settlement rates (for independent contractors) and driver pay rates
(for company drivers) may become necessary to attract and retain a sufficient number of drivers. These increases could negatively
affect our results of operations to the extent that we could not obtain corresponding freight rate increases.
Revenue Equipment
As of December 31, 2016, we operated 6,305 company tractors and 795 tractors owned by independent contractors in our Truckload
segment. Our Werner Logistics segment operated an additional 74 company tractors at the end of 2016. The company tractors
were primarily manufactured by Freightliner (a Daimler company), Peterbilt and Kenworth (both divisions of PACCAR) and
Volvo. We adhere to a comprehensive maintenance program for both company tractors and trailers. We inspect independent
contractor tractors prior to acceptance for compliance with Werner and DOT operational and safety requirements. We periodically
inspect these tractors, in a manner similar to company tractor inspections, to monitor continued compliance. We also regulate the
vehicle speed of company trucks to improve safety and fuel efficiency, and we have them set to not exceed 65 miles per hour.
The average age of our company truck fleet was 1.8 years at December 31, 2016, compared to 1.9 years at December 31, 2015.
We increased our capital expenditures in 2015 and 2016 to lower the average age of our truck and trailer fleet. All of our trucks
are equipped with satellite tracking devices. Approximately 72% of our company-owned trucks have collision mitigation safety
systems and 62% of our company-owned trucks have automatic manual transmissions.
We operated 24,350 company-owned trailers at December 31, 2016. This total is comprised of 22,763 dry vans; 208 flatbeds;
1,333 temperature-controlled trailers; and 46 specialized trailers. Most of our trailers were manufactured by Wabash National
Corporation. As of December 31, 2016, nearly all of our dry van trailer fleet consisted of 53-foot composite (DuraPlate®) trailers.
We also provide other trailer lengths, such as 48-foot and 57-foot trailers, to meet the specialized needs of certain customers.
Approximately 70% of our trailer fleet has satellite tracking; this is expected to grow to 90% of our trailer fleet by the end of 2017.
Our wholly-owned subsidiary, Werner Fleet Sales, sells our used trucks and trailers. Werner Fleet Sales has been in business since
1992 and operates in six locations. We may also trade used trucks to original equipment manufacturers when purchasing new
trucks.
3
Fuel
In 2016, we purchased nearly all of our fuel from a predetermined network of fuel stops throughout the United States, of which
approximately 96% was purchased from three large fuel stop chains. We negotiate discounted pricing based on historical purchase
volumes with these fuel stop chains.
Shortages of fuel, increases in fuel prices and rationing of petroleum products can have a material adverse effect on our operations
and profitability. Our customer fuel surcharge reimbursement programs generally enable us to recover from our customers a
majority, but not all, of higher fuel prices compared to normalized average fuel prices. These fuel surcharges, which automatically
adjust depending on the U.S. Department of Energy (“DOE”) weekly retail on-highway diesel fuel prices, enable us to recoup
much of the higher cost of fuel when prices increase and provide customers with the benefit of lower fuel costs when fuel prices
decline. We do not generally recoup higher fuel costs for empty and out-of-route miles (which are not billable to customers) and
truck idle time. We cannot predict whether fuel prices will increase or decrease in the future or the extent to which fuel surcharges
will be collected from customers. As of December 31, 2016, we had no derivative financial instruments to reduce our exposure
to fuel price fluctuations.
We maintain aboveground and underground fuel storage tanks at many of our terminals. Leakage or damage to these facilities
could expose us to environmental clean-up costs. The tanks are routinely inspected to help prevent and detect such problems.
Regulations
We are regulated by the U.S. DOT, and certain areas of our business are subject to various federal, state and international laws
and regulations. DOT generally governs matters such as safety requirements, registration to engage in motor carrier operations,
drivers’ hours of service (“HOS”), and certain mergers, consolidations, and acquisitions. Werner maintains a satisfactory DOT
safety rating, which is the highest available rating. A conditional or unsatisfactory DOT safety rating could adversely impact our
business as a proportion of our customer contracts require a satisfactory rating. Equipment weight and dimensions are also subject
to federal, state, and international regulations with which we are required to comply.
The Federal Motor Carrier Safety Administration’s (“FMCSA”) Compliance, Safety, Accountability, (“CSA”) safety initiative
monitors the safety performance of carriers. In December 2010, FMCSA made public the Safety Measurement System (“SMS”),
which includes monthly updates of specific safety rating measurement and percentile ranking scores for over 500,000 trucking
companies. Through SMS, the public could access carrier scores for CSA’s Behavior Analysis and Safety Improvement Categories
(“BASICs”), as well as raw data as it relates to carriers’ roadside safety inspection performance, out-of-service rates, and moving
violation histories. Within the Fixing America’s Surface Transportation (“FAST”) Act of 2015 was a provision instructing FMCSA
to commission a Transportation Research Board study of the accuracy of CSA and SMS data to identify high risk carriers and
predict future crash risk. FMCSA must submit the study to Congress and issue a corrective action plan to address the deficiencies
identified in the study. The day after enactment of the FAST Act, information regarding carrier alerts and percentile ranks (i.e.,
scores) was removed from public view until FMCSA completes the corrective action plan. We continue to monitor any CSA related
developments.
FMCSA proposed to change the method for assigning a motor carrier’s Safety Fitness Determination (“SFD”) in January 2016.
The proposed methodology would determine when a carrier is not fit to operate commercial motor vehicles (“CMVs”) in or
affecting interstate commerce based on (i) the carrier’s performance in relation to a fixed failure standard across the CSA BASICs;
(ii) an investigation; or (iii) a combination of on-road safety data and investigation information. Currently, the assignment of an
SFD follows the completion of a labor-intensive compliance review conducted at the carrier’s place of business. These audits are
primarily an assessment of paper records instead of on-road safety performance. The proposed SFD rule would replace the three-
tier federal rating system in place since 1982 that assigns the rating of “satisfactory,” “conditional,” or “unsatisfactory” to federally
regulated motor carriers with a single determination of “unfit,” which would require the carrier to either improve its operations
or cease operations.
Interstate carriers are subject to the FMCSA HOS regulations. FMCSA adopted a final rule in December 2011 that included
provisions affecting restart periods, rest breaks, on-duty time, and penalties for violations. We modified and tested our electronic
HOS system and began dispatching drivers under the revised HOS rules effective July 1, 2013. We believe these HOS changes
negatively impacted miles per truck by two to three percent when they became effective in 2013. We have taken steps to minimize
the financial impact of the HOS changes. However, government restrictions of available driving hours will continue to negatively
impact the productivity of some drivers and some fleets within our company. Several attempts have been made to address these
negative effects of the HOS changes through the courts and legislative process. The Consolidated Appropriations Act of 2016 was
passed by Congress with HOS language intended to provide additional certainty for the industry and reduce negative effects of
restricted hours. The language requires the FMCSA study to demonstrate results with statistically significant improvements in
safety and driver health, among other things, before the agency could reinstate restart rule restrictions that became effective in
July 2013. However, the new legislation did not include language specifically stipulating the industry would continue to operate
4
under the pre-July 2013 restart rules if the study does not conclude the restrictions offer significant improvements. Due to this
oversight, there was a risk of the restart provisions being eliminated unless corrected. This oversight was addressed by Congress
in December 2016 through the passage of the Fiscal Year 2017 Continuing Resolution, which allows carriers to comply with the
pre-July 2013 restart provision. If the FMCSA study does not meet the criteria required by Congress, the pre-July 2013 restart
rule continues to be in effect indefinitely because of the corrective language.
Werner is the industry leader for ELDs for driver hours. We pioneered the Werner Paperless Logging System in 1996 that was
subsequently approved for our use by FMCSA in 1998. In an effort to increase highway safety and improve compliance, Werner
supports FMCSA’s ELD mandate. In January 2011, FMCSA proposed a rule requiring installation and use of ELDs by nearly all
carriers to enhance the monitoring and enforcement of the driver HOS rules. Federal legislation required DOT to promulgate rules
and regulations mandating the use of ELDs. The final rule was issued in December 2015, and carriers have until December 2017
to adopt and use compliant ELDs. In March 2016, a legal complaint was filed by the Owner-Operator Independent Drivers
Association (“OOIDA”) to overturn the ELD mandate. OOIDA asked the U.S. 7th Circuit Court of Appeals to strike down the
rule, arguing the rule is an unconstitutional violation of truckers’ rights and will do little to enhance safety. On October 31, 2016,
OOIDA’s lawsuit was denied, and it is expected that OOIDA will appeal the decision to the Supreme Court.
FMCSA published a final rule that establishes the CDL Drug and Alcohol Clearinghouse in December 2016, which requires motor
carriers, designated service agents, medical review officers, and substance abuse professionals to submit records related to drug
and alcohol tests to a nationwide database. Carriers and service agents are required to report test refusals and positive results as
well as query the database prior to hiring an applicant. The rule is effective January 5, 2017, with final compliance required by
January 6, 2020.
The minimum requirements for entry-level driver training (“ELDT”) have been an ongoing FMCSA rulemaking for over 25 years.
In early 2015, FMCSA convened a “Negotiated Rulemaking” advisory committee to broker a compromise. In March 2016, FMCSA
issued a proposed rule that was primarily a reflection of the majority opinion of the committee. FMCSA issued its final rule in
December 2016. Unlike the proposal, the final rule did not include minimum hours in the classroom or behind-the-wheel, but
instead requires that the behind-the-wheel proficiency be determined by the instructor’s evaluation. Overall, we believe the rule
succeeds in outlining a core curriculum that can lead to improved trucking safety for the industry and general public. On December
27, 2016, four members of the advisory committee petitioned FMCSA to reconsider the final rule in regard to the issue of minimum
behind-the-wheel hours. This final rule was slated to take effect February 6, 2017, with a compliance date of February 7, 2020.
However, agencies were directed by the President in January 2017 to temporarily postpone the effective date of rules published
in the Federal Register but not yet effective. We will continue to monitor the status of this rulemaking as it will directly impact
our schools and the hiring of professional drivers.
The Environmental Protection Agency (“EPA”) and DOT announced in August 2011 Phase I of the Clean Power Plan, which was
the first-ever program to reduce greenhouse gas (“GHG”) emissions and improvements to fuel efficiency for model year (“MY”)
2014-2018 heavy-duty trucks. In August 2016, EPA and DOT issued Phase II of the GHG and fuel economy plan impacting trucks
beginning in MY 2021 with requirements phased in to 2027. The final rule requires a reduction of up to 25 percent in carbon
emissions from tractor-trailers over the next decade. Newly manufactured trailers, left out of the first phase, will have aerodynamic
requirements beginning in 2021 with tighter standards phased in until 2027. On December 20, 2016, EPA issued a statement
acknowledging the need to further reduce nitrogen oxide emissions and is committed to finalize a rule by the end of 2019 and
begin implementing new standards with MY 2024 vehicles. The implementation timing is being aligned with engine and vehicle
GHG and fuel standard milestones under Phase II.
California’s ongoing emissions reduction goals have significantly impacted the industry. On-Road Heavy Duty Vehicle Emissions
Regulations adopted by the state, not only apply to California intrastate carriers, but also to carriers outside of California who
enter the state with their equipment. Werner continues to comply with California’s Low Emission Transportation Refrigerated
Unit (“TRU”) In-Use Performance Standards and its Tractor-Trailer GHG Reduction Rule, which is structured over a period of
years to ensure ongoing compliance. We continue undertaking strategies to structure our fleet plans to operate compliant equipment
in California.
WGL, through its domestic and global subsidiary companies, holds a variety of licenses required to carry out its international
services. These licenses permit us to provide services as a Non-Vessel Operating Common Carrier (“NVOCC”), customs broker,
freight forwarder, indirect air carrier, accredited cargo agent and others. These international services subject us to regulation by
the Transportation Security Administration (“TSA”) and Customs and Borders Protection (“CBP”) agencies of the U.S. Department
of Homeland Security, the U.S. Federal Maritime Commission (“FMC”), the International Air Transport Association (“IATA”),
as well as similar regulatory agencies in foreign jurisdictions.
5
Our operations are subject to various federal, state, and local environmental laws and regulations, many of which are implemented
by the EPA and similar state regulatory agencies. These laws and regulations govern the management of hazardous wastes, discharge
of pollutants into the air and surface and underground waters and disposal of certain substances. We do not believe that compliance
with these regulations has a material effect on our capital expenditures, earnings and competitive position.
Various provisions of the North American Free Trade Agreement (“NAFTA”) may alter the competitive environment regarding
shipments in and out of Mexico and Canada. Recent political activity suggests that changes to NAFTA may be forthcoming, but
we believe we are prepared to respond to any changes that may occur to this agreement. We conduct a substantial amount of
business in international freight shipments to and from the United States, Mexico, and Canada (see Note 9 in the Notes to
Consolidated Financial Statements under Item 8 of Part II of this Form 10-K). We believe we are one of the largest truckload
carriers in terms of freight volume shipped to and from the United States, Mexico, and Canada.
Werner is dedicated to increasing driver safety and driver capability through participating in the development of meaningful public
policy by continuing to evaluate the actions of regulatory agencies that have impact on our operations.
Competition
The freight transportation industry is highly competitive and includes thousands of trucking and non-asset-based logistics
companies. We have a small share of the markets we target. Our Truckload segment competes primarily with other truckload
carriers. Logistics companies, intermodal companies, railroads, less-than-truckload carriers and private carriers provide
competition for both our Truckload and Werner Logistics segments. Our Werner Logistics segment also competes for the services
of third-party capacity providers.
Competition for the freight we transport or manage is based primarily on service, efficiency, available capacity and, to some degree,
on freight rates alone. We believe that few other truckload carriers have greater financial resources, own more equipment or carry
a larger volume of freight than us. We believe we are one of the largest carriers in the truckload transportation industry based on
total operating revenues.
Internet Website
We maintain an Internet website where you can find additional information regarding our business and operations. The website
address is www.werner.com. On the website, we make certain investor information available free of charge, including our Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, stock ownership reports filed under
Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments to such reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. This information is included on our website as soon as
reasonably practicable after we electronically file or furnish such materials to the U.S. Securities and Exchange Commission
(“SEC”). The website also includes Interactive Data Files required to be posted pursuant to Rule 405 of SEC Regulation S-T. We
also provide our corporate governance materials, such as Board committee charters and our Code of Corporate Conduct, on our
website free of charge, and we may occasionally update these materials when necessary to comply with SEC and NASDAQ rules
or to promote the effective and efficient governance of our company. Information provided on our website is not incorporated by
reference into this Form 10-K.
ITEM 1A.
RISK FACTORS
The following risks and uncertainties may cause our actual results, business, financial condition and cash flows to materially differ
from those anticipated in the forward-looking statements included in this Form 10-K. Caution should be taken not to place undue
reliance on forward-looking statements made herein because such statements speak only to the date they were made. Unless
otherwise required by applicable securities laws, we undertake no obligation or duty to revise or update any forward-looking
statements contained herein to reflect subsequent events or circumstances or the occurrence of unanticipated events. Also refer to
the Cautionary Note Regarding Forward-Looking Statements in Item 7 of Part II of this Form 10-K.
Our business is subject to overall economic conditions that could have a material adverse effect on our results of operations.
We are sensitive to changes in overall economic conditions that impact customer shipping volumes, industry freight demand and
industry truck capacity. When shipping volumes decline or available truck capacity increases, freight pricing generally becomes
more competitive as carriers compete for loads to maintain truck productivity. We may be negatively affected by future economic
conditions including employment levels, business conditions, fuel and energy costs, interest rates and tax rates. Economic conditions
may also impact the financial condition of our customers, resulting in a greater risk of bad debt losses, and that of our suppliers,
which may affect negotiated pricing or availability of needed goods and services.
6
Difficulty in recruiting and retaining experienced drivers, recent driver training school graduates and independent contractors
could impact our results of operations and limit growth opportunities.
At times, the trucking industry has experienced driver shortages. Driver availability may be affected by changing workforce
demographics, alternative employment opportunities, national unemployment rates, freight market conditions, availability of
financial aid for driver training schools and changing industry regulations. If such a shortage were to occur and additional driver
pay rate increases were necessary to attract and retain drivers, our results of operations would be negatively impacted to the extent
that we could not obtain corresponding freight rate increases. Additionally, a shortage of drivers could result in idled equipment,
which could affect our profitability.
Independent contractor availability may also be affected by both inflationary cost increases that are the responsibility of independent
contractors and the availability of equipment financing. If a shortage of independent contractors occurs, additional increases in
per-mile settlement rates (for independent contractors) and driver pay rates (for company drivers) may become necessary to attract
and retain a sufficient number of drivers. These increases could negatively affect our results of operations to the extent that we
would be unable to obtain corresponding freight rate increases.
Increases in fuel prices and shortages of fuel can have a material adverse effect on the results of operations and profitability.
To lessen the effect of fluctuating fuel prices on our margins, we have fuel surcharge programs with our customers. These programs
generally enable us to recover a majority, but not all, of the fuel price increases. The remaining portion is generally not recoverable
because it results from empty and out-of-route miles (which are not billable to customers) and truck idle time. Fuel prices that
change rapidly in short time periods also impact our recovery because the surcharge rate in most programs only changes once per
week. Fuel shortages, increases in fuel prices and petroleum product rationing could have a material adverse impact on our
operations and profitability. To the extent that we cannot recover the higher cost of fuel through customer fuel surcharges, our
financial results would be negatively impacted. As of December 31, 2016, we had no derivative financial instruments to reduce
our exposure to fuel price fluctuations.
We operate in a highly competitive industry, which may limit growth opportunities and reduce profitability.
The freight transportation industry is highly competitive and includes thousands of trucking and non-asset-based logistics
companies. We compete primarily with other truckload carriers in our Truckload segment. Logistics companies, intermodal
companies, railroads, less-than-truckload carriers and private carriers also provide a lesser degree of competition in our Truckload
segment, but such providers are more direct competitors in our Werner Logistics segment. Competition for the freight we transport
or manage is based primarily on service, efficiency, available capacity and, to some degree, on freight rates alone. This competition
could have an adverse effect on either the number of shipments we transport or the freight rates we receive, which could limit our
growth opportunities and reduce our profitability.
We operate in a highly regulated industry. Changes in existing regulations or violations of existing or future regulations could
adversely affect our operations and profitability.
We are regulated by the DOT in the United States and similar governmental transportation agencies in foreign countries in which
we operate. We are also regulated by agencies in certain U.S. states. These regulatory agencies have the authority to govern
transportation-related activities, such as safety, authorization to conduct motor carrier operations and other matters. The Regulation
subsection in Item 1 of Part I of this Form 10-K describes several proposed and pending regulations that may have a significant
effect on our operations including our productivity, driver recruitment and retention and capital expenditures. The subsidiaries of
WGL hold a variety of licenses required to carry out its international services, and the loss of any of these licenses could adversely
impact the operations of WGL.
The seasonal pattern generally experienced in the trucking industry may affect our periodic results during traditionally slower
shipping periods and winter months.
In the trucking industry, revenues generally follow a seasonal pattern which may affect our results of operations. After the December
holiday season and during the remaining winter months, our freight volumes are typically lower because some customers reduce
shipment levels. Our operating expenses have historically been higher in the winter months because of cold temperatures and
other adverse winter weather conditions which result in decreased fuel efficiency, increased cold weather-related maintenance
costs of revenue equipment and increased insurance and claims costs. Revenue can also be affected by adverse weather conditions,
holidays and the number of business days during a given period because revenue is directly related to the available working days
of shippers.
7
We depend on key customers, the loss or financial failure of which may have a material adverse effect on our operations and
profitability.
A significant portion of our revenue is generated from key customers. During 2016, our largest 5, 10 and 25 customers accounted
for 27%, 43% and 61% of revenues, respectively. No single customer generated more than 10% of our revenues in 2016, and our
largest customer accounted for 7% of our revenues in 2016. We do not have long-term contractual relationships with many of our
key One-Way Truckload customers. Our contractual relationships with our Specialized Services customers are typically one to
three years in length and may be terminated by either party upon 30 to 90 days’ notice following the expiration of the contract’s
first year, and we review rates in these contracts annually. We cannot provide any assurance that key customer relationships will
continue at the same levels. If a key customer substantially reduced or terminated our services, it could have a material adverse
effect on our business and results of operations. We review our customers’ financial conditions for granting credit, monitor changes
in customers’ financial conditions on an ongoing basis and review individual past-due balances and collection concerns. However,
a key customer’s financial failure may negatively affect our results of operations.
We depend on the services of third-party capacity providers, the availability of which could affect our profitability and limit
growth in our Werner Logistics segment.
Our Werner Logistics segment is highly dependent on the services of third-party capacity providers, such as other truckload carriers,
less-than-truckload carriers, railroads, ocean carriers and airlines. Many of those providers face the same economic challenges as
we do and therefore are actively and competitively soliciting business. These economic conditions may have an adverse effect on
the availability and cost of third-party capacity. If we are unable to secure the services of these third-party capacity providers at
reasonable rates, our results of operations could be adversely affected.
If we cannot effectively manage the challenges associated with doing business internationally, our revenues and profitability
may suffer.
Our results are affected by the success of our operations in Mexico, China and other foreign countries in which we operate (see
Note 9 in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K). We are subject to risks of
doing business internationally, including fluctuations in foreign currencies, changes in the economic strength of the countries in
which we do business, difficulties in enforcing contractual obligations and intellectual property rights, burdens of complying with
a wide variety of international and United States export and import laws, and social, political, and economic instability. Additional
risks associated with our foreign operations, including restrictive trade policies and imposition of duties, taxes, or government
royalties by foreign governments, are present but largely mitigated by the terms of NAFTA for Mexico and Canada. The agreement
permitting cross border movements for both United States and Mexican based carriers into the United States and Mexico presents
additional risks in the form of potential increased competition and the potential for increased congestion on the cross border lanes
between countries. Recent political activity suggests that changes to NAFTA may be forthcoming. This and other measures that
may impact the level of trade between the United States and Mexico could negatively impact our volume of cross border shipments
and thus, our results of operations.
Our earnings could be reduced by increases in the number of insurance claims, cost per claim, costs of insurance premiums
or availability of insurance coverage.
We are self-insured for a significant portion of liability resulting from bodily injury, property damage, cargo and associate workers’
compensation and health benefit claims. This is supplemented by premium-based insurance with licensed insurance companies
above our self-insurance level for each type of coverage. To the extent we experience a significant increase in the number of
claims, cost per claim or insurance premium costs for coverage in excess of our retention amounts, our operating results would
be negatively affected. Healthcare legislation and inflationary cost increases could also have a negative effect on our results.
Decreased demand for our used revenue equipment could result in lower unit sales, resale values and gains on sales of assets.
We are sensitive to changes in used equipment prices and demand, especially with respect to tractors. We have been in the business
of selling our company-owned trucks since 1992, when we formed our wholly-owned subsidiary Werner Fleet Sales. Reduced
demand for used equipment could result in a lower volume of sales or lower sales prices, either of which could negatively affect
our gains on sales of assets.
Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial
fines or penalties.
In addition to direct regulation by DOT, EPA and other federal, state, and local agencies, we are subject to various environmental
laws and regulations dealing with the handling of hazardous materials, aboveground and underground fuel storage tanks, discharge
and retention of storm-water, and emissions from our vehicles. We operate in industrial areas, where truck terminals and other
8
industrial activities are located and where groundwater or other forms of environmental contamination have occurred. Our
operations involve the risks of fuel spillage or seepage, environmental damage and hazardous waste disposal, among others. We
also maintain bulk fuel storage at several of our facilities. If we are involved in a spill or other accident involving hazardous
substances, or if we are found to be in violation of applicable laws or regulations, it could have a material adverse effect on our
business and operating results. If we fail to comply with applicable environmental regulations, we could be subject to substantial
fines or penalties and to civil and criminal liability. Tractors and trailers used in our daily operations have been affected by regulatory
changes related to air emissions and fuel efficiency, and may be adversely affected in the future by new regulatory actions.
We rely on the services of key personnel, the loss of which could impact our future success.
We are highly dependent on the services of key personnel, including our executive officers. Although we believe we have an
experienced and highly qualified management team, the loss of the services of these key personnel could have a significant adverse
impact on us and our future profitability.
Difficulty in obtaining goods and services from our vendors and suppliers could adversely affect our business.
We are dependent on our vendors and suppliers. We believe we have good vendor relationships and that we are generally able to
obtain favorable pricing and other terms from vendors and suppliers. If we fail to maintain satisfactory relationships with our
vendors and suppliers, or if our vendors and suppliers experience significant financial problems, we could experience difficulty
in obtaining needed goods and services because of production interruptions or other reasons. Consequently, our business could
be adversely affected.
We use our information systems extensively for day-to-day operations, and service disruptions could have an adverse impact
on our operations.
The efficient operation of our business is highly dependent on our information systems. Much of our software was developed
internally or by adapting purchased software applications to suit our needs. Our information systems are used for receiving and
planning loads, dispatching drivers and other capacity providers, billing customers and providing financial reports. If any of our
critical information systems fail or become unavailable, we would have to perform certain functions manually, which could
temporarily affect our ability to efficiently manage our operations. We maintain information security policies to protect our systems
and data from cyber security events and threats. We purchased redundant computer hardware systems and have our own off-site
disaster recovery facility approximately ten miles from our headquarters for use in the event of a disaster. We took these steps to
reduce the risk of disruption to our business operation if a disaster occurred. We believe any such disruption would be minimal
or moderate; however, we cannot predict the degree to which any disaster would affect our information systems or disaster recovery
facility. Any system failure, disruption, or security breach could interrupt or delay our operations, damage our reputation, cause
us to lose customers, or impact our ability to manage our operations, any of which could have an adverse effect on our operations.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
We have not received any written comments from SEC staff regarding our periodic or current reports that were issued 180 days
or more preceding the end of our 2016 fiscal year and that remain unresolved.
ITEM 2.
PROPERTIES
Our headquarters are located on approximately 163 acres near U.S. Interstate 80 west of Omaha, Nebraska, 79 acres of which are
undeveloped. Our headquarters office building includes a computer center, drivers’ lounges, cafeteria and company store. The
Omaha headquarters also includes a driver safety and training facility, equipment maintenance and repair facilities and a sales
office for selling used trucks and trailers. These maintenance facilities contain a central parts warehouse, frame straightening and
alignment machine, truck and trailer wash areas, equipment safety lanes, body shops for tractors and trailers, two paint booths and
a reclaim center. Our headquarter facilities have suitable space available to accommodate planned needs for at least the next three
to five years.
9
We also have several terminals throughout the United States, consisting of office and/or maintenance facilities. In addition, we
own parcels of land in several locations in the United States for future terminal development. Our terminal locations are described
below:
Location
Omaha, Nebraska
Omaha, Nebraska
Phoenix, Arizona
Fontana, California
Denver, Colorado
Atlanta, Georgia
Indianapolis, Indiana
Springfield, Ohio
Allentown, Pennsylvania
Dallas, Texas
Laredo, Texas
Lakeland, Florida
El Paso, Texas
Brownstown, Michigan
Newbern, Tennessee
Chicago, Illinois
Owned or Leased
Description
Owned
Owned
Owned
Owned
Owned
Owned
Leased
Owned
Owned
Leased
Owned
Owned
Leased
Owned
Owned
Leased
Leased
Corporate headquarters, maintenance,
truck sales
Disaster recovery, warehouse
Office, maintenance
Office, maintenance, truck sales
Office, maintenance
Office, maintenance, truck sales
Office, maintenance
Office
Office, maintenance, truck sales
Office, maintenance
Office, maintenance, truck sales
Office, maintenance, transloading,
truck sales
Office, maintenance
Office, maintenance
Maintenance
Maintenance
Maintenance
Segment
Truckload, Werner Logistics,
Corporate
Corporate
Truckload
Truckload
Truckload
Truckload
Truckload
Truckload
Truckload
Truckload
Truckload
Truckload, Werner Logistics
Truckload
Truckload
Truckload
Truckload
Truckload
We currently lease (i) small sales offices, brokerage offices and trailer parking yards in various locations throughout the United
States and (ii) office space in Mexico, Canada and China. We own (i) a 96-room motel located near our Omaha headquarters; (ii)
an 85-room hotel located near our Atlanta terminal; (iii) a 71-room private driver lodging facility at our Dallas terminal; (iv) a
warehouse facility in Omaha; and (v) a terminal facility in Queretaro, Mexico, which we lease to a third party. The Werner Fleet
Sales network currently has six locations, which are located in certain of our terminals listed above. Our driver training schools
currently operate in 13 locations.
ITEM 3.
LEGAL PROCEEDINGS
We are a party subject to routine litigation incidental to our business, primarily involving claims for bodily injury, property damage,
cargo and workers’ compensation incurred in the transportation of freight. We have maintained a self-insurance program with a
qualified department of risk management professionals since 1988. These associates manage our bodily injury, property damage,
cargo and workers’ compensation claims. An actuary reviews our undiscounted self-insurance reserves for bodily injury, property
damage and workers’ compensation claims at year-end.
Since August 1, 2004, our self-insured retention (“SIR”) and deductible amount for liability claims has been $2.0 million, plus
administrative expenses, for each occurrence involving bodily injury or property damage. We are also responsible for varying
annual aggregate amounts of liability for claims in excess of the SIR/deductible. For all policy years since August 1, 2013, we
have an annual aggregate of $8.0 million for claims between $2.0 million and $5.0 million. Our primary insurance coverage of
$5.0 million covers the range of liability under which we expect most claims to occur, and for liability claims in excess of $5.0
million we have premium-based policies (issued by insurance companies) to coverage levels that our management considers
adequate. For claims in excess of $5.0 million and less than $10.0 million, we are responsible for the first $5.0 million of claims
for each policy year. We are also responsible for administrative expenses for each occurrence involving bodily injury or property
damage. See also Note 1 and Note 7 in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K.
We are responsible for workers’ compensation claims up to $1.0 million per claim and have premium-based insurance coverage
for individual claims above $1.0 million. We also maintain a $27.3 million bond for the State of Nebraska and a $6.9 million bond
for our workers’ compensation insurance carrier.
10
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Price Range of Common Stock
Our common stock trades on the NASDAQ Global Select MarketSM tier of the NASDAQ Stock Market under the symbol “WERN”.
The following table sets forth, for the quarters indicated from January 1, 2015 through December 31, 2016, (i) the high and low
trade prices per share of our common stock quoted on the NASDAQ Global Select MarketSM and (ii) our dividends declared per
common share.
2016
2015
High
Low
$27.95
28.80
25.49
29.05
$20.91
21.35
22.16
21.45
Dividends
Declared Per
Common Share
$0.06
0.06
0.06
0.06
High
Low
$33.42
31.70
29.34
28.29
$28.08
25.78
25.08
22.45
Dividends
Declared Per
Common Share
$0.05
0.05
0.06
0.06
Quarter Ended:
March 31
June 30
September 30
December 31
As of February 17, 2017, our common stock was held by 260 stockholders of record. Because many of our shares of common
stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders
represented by these record holders. The high and low trade prices per share of our common stock in the NASDAQ Global Select
MarketSM as of February 17, 2017 were $28.00 and $27.63, respectively.
Dividend Policy
We have paid cash dividends on our common stock following each fiscal quarter since the first payment in July 1987. We currently
intend to continue paying a regular quarterly dividend. We do not currently anticipate any restrictions on our future ability to pay
such dividends. However, we cannot give any assurance that dividends will be paid in the future or of the amount of any such
quarterly or special dividends because they are dependent on our earnings, financial condition and other factors.
Equity Compensation Plan Information
For information on our equity compensation plans, please refer to Item 12 of Part III of this Form 10-K.
11
Performance Graph
Comparison of Five-Year Cumulative Total Return
The following graph is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the liabilities of Section 18
of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by us
under the Securities Act of 1933 or the Exchange Act except to the extent we specifically request that such information be
incorporated by reference or treated as soliciting material.
Werner Enterprises, Inc. (WERN)
Standard & Poor’s 500
Current Peer Group
Former Peer Group NASDAQ Trucking Group (SIC
Code 42)
12/31/2011
100
$
100
$
100
$
12/31/2012
97
$
116
$
117
$
12/31/2013
112
$
154
$
168
$
12/31/2014
142
$
175
$
188
$
12/31/2015
107
$
177
$
131
$
12/31/2016
125
$
198
$
173
$
$
100
$
121
$
177
$
222
$
190
$
236
Assuming the investment of $100 on December 31, 2011, and reinvestment of all dividends, the graph above compares the
cumulative total stockholder return on our common stock for the last five fiscal years with the cumulative total return of Standard &
Poor’s 500 Market Index, an index of other companies included in the trucking industry (NASDAQ Trucking Group – Standard
Industrial Classification Code 42) and our current Peer Group over the same period. In 2016, we selected a new Peer Group, which
is the same as our compensation Benchmarking Peer Group and includes more similar companies to us within our industry than
the Former Peer Group. Our current Peer Group has the following companies: ArcBest; Echo Global Logistics; Forward Air;
Genesee & Wyoming; Heartland Express; Hub Group; JB Hunt; Kansas City Southern; Kirby; Knight Transportation; Landstar
System; Old Dominion Freight Line; Saia; Swift Transportation; and YRC Worldwide. Our stock price was $26.95 as of
December 31, 2016. This price was used for purposes of calculating the total return on our common stock for the year ended
December 31, 2016.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On October 15, 2007, we announced that on October 11, 2007 our Board of Directors approved an increase in the number of shares
of our common stock that Werner Enterprises, Inc. (the “Company”) is authorized to repurchase. Under this authorization, the
Company is permitted to repurchase an additional 8,000,000 shares. As of December 31, 2016, the Company had purchased
12
3,287,291 shares pursuant to this authorization and had 4,712,709 shares remaining available for repurchase. The Company may
purchase shares from time to time depending on market, economic and other factors. The authorization will continue unless
withdrawn by the Board of Directors.
No shares of common stock were repurchased during the fourth quarter of 2016 by either the Company or any “affiliated purchaser”,
as defined by Rule 10b-18 of the Exchange Act.
ITEM 6.
SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with the consolidated financial statements and notes under
Item 8 of Part II of this Form 10-K.
(In thousands, except per share amounts)
Operating revenues
Net income
Diluted earnings per share
Cash dividends declared per share
Total assets(1)
Total debt
Stockholders’ equity
Book value per share (2)
Return on average stockholders’ equity (3)
Return on average total assets (1) (4)
Operating ratio (consolidated) (5)
2016
2015
2014
2013
2012
$ 2,008,991
$ 2,093,529
$ 2,139,289
$ 2,029,183
$ 2,036,386
79,129
123,714
98,650
86,785
103,034
1.09
0.24
1.71
0.22
1.36
0.20
1.18
0.20
1.40
1.70
1,793,003
1,585,647
1,480,462
1,354,097
1,334,900
180,000
994,787
13.78
8.2%
4.7%
93.7%
75,000
935,654
13.00
14.1%
8.2%
90.4%
75,000
833,860
11.58
12.4%
7.0%
92.5%
40,000
772,519
10.62
11.7%
6.5%
93.1%
90,000
714,897
9.76
13.6%
7.7%
91.6%
(1) Pursuant to the Company’s early adoption of Accounting Standards Update 2015-17, “Total assets” and “Return on average total assets” for 2015 and
2016 reflect the impact of reclassifying the current deferred tax asset into the non-current deferred tax liability. See also Note 1 in the Notes to Consolidated
Financial Statements under Item 8 of Part II of this Form 10-K.
(2) 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.
(3) 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.
(4) 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.
(5) 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
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) summarizes the financial
statements from management’s perspective with respect to our financial condition, results of operations, liquidity and other factors
that may affect actual results. The MD&A is organized in the following sections:
• 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 Policies and Estimates
•
Inflation
Cautionary Note Regarding Forward-Looking Statements:
This Annual Report on Form 10-K contains historical information and forward-looking statements based on information currently
available to our management. The forward-looking statements in this report, including those made in this Item 7 (Management’s
Discussion and Analysis of Financial Condition and Results of Operations), are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, as amended. These safe harbor provisions encourage reporting companies to
provide prospective information to investors. Forward-looking statements can be identified by the use of certain words, such as
13
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project” and other similar terms and language. We believe the
forward-looking statements are reasonable based on currently available information. However, forward-looking statements involve
risks, uncertainties and assumptions, whether known or unknown, that could cause our actual results, business, financial condition
and cash flows to differ materially from those anticipated in the forward-looking statements. A discussion of important factors
relating to forward-looking statements is included in Item 1A (Risk Factors) of Part I of this Form 10-K. Readers should not unduly
rely on the forward-looking statements included in this Form 10-K because such statements speak only to the date they were made.
Unless otherwise required by applicable securities laws, we undertake no obligation or duty to update or revise any forward-
looking statements contained herein to reflect subsequent events or circumstances or the occurrence of unanticipated events.
Overview:
We have two reportable segments, Truckload and Werner Logistics, and we operate in the truckload and logistics sectors of the
transportation industry. In the truckload sector, we focus on transporting consumer nondurable products that generally ship more
consistently throughout the year. In the logistics sector, besides managing transportation requirements for individual customers,
we provide additional sources of truck capacity, alternative modes of transportation, a global delivery network and systems analysis
to optimize transportation needs. Our success depends on our ability to efficiently and effectively manage our resources in the
delivery of truckload transportation and logistics services to our customers. Resource requirements vary with customer demand,
which may be subject to seasonal or general economic conditions. Our ability to adapt to changes in customer transportation
requirements is essential to efficiently deploy resources and make capital investments in tractors and trailers (with respect to our
Truckload segment) or obtain qualified third-party capacity at a reasonable price (with respect to our Werner Logistics segment).
Although our business volume is not highly concentrated, we may also be affected by our customers’ financial failures or loss of
customer business.
Revenues for our Truckload segment operating units (One-Way Truckload and Specialized Services) are typically generated on a
per-mile basis and also include revenues such as stop charges, loading and unloading charges, equipment detention charges and
equipment repositioning charges. To mitigate our risk to fuel price increases, we recover from our customers additional fuel
surcharges that generally recoup a majority of the increased fuel costs; however, we cannot assure that current recovery levels will
continue in future periods. Because fuel surcharge revenues fluctuate in response to changes in fuel costs, we identify them
separately and exclude them from the statistical calculations to provide a more meaningful comparison between periods. The key
statistics used to evaluate trucking revenues, net of fuel surcharge, are (i) average revenues per tractor per week, (ii) average
percentage of empty miles (miles without trailer cargo), (iii) average trip length (in loaded miles) and (iv) average number of
tractors in service. General economic conditions, seasonal trucking industry freight patterns and industry capacity are important
factors that impact these statistics. Our Truckload segment also generates a small amount of revenues categorized as non-trucking
revenues, which consist primarily of the intra-Mexico portion of cross-border shipments delivered to or from Mexico where the
Truckload segment utilizes a third-party capacity provider. We exclude such revenues from the statistical calculations.
Our most significant resource requirements are company drivers, independent contractors, tractors and trailers. Our financial results
are affected by company driver and independent contractor availability and the markets for new and used revenue equipment. We
are self-insured for a significant portion of bodily injury, property damage and cargo claims; workers’ compensation claims; and
associate health claims (supplemented by premium-based insurance coverage above certain dollar levels). For that reason, our
financial results may also be affected by driver safety, medical costs, weather, legal and regulatory environments and insurance
coverage costs to protect against catastrophic losses.
The operating ratio is a common industry measure used to evaluate our profitability and that of our Truckload segment operating
fleets. The operating ratio consists of operating expenses expressed as a percentage of operating revenues. The most significant
variable expenses that impact the Truckload segment are driver salaries and benefits, fuel, fuel taxes (included in taxes and licenses
expense), payments to independent contractors (included in rent and purchased transportation expense), supplies and maintenance
and insurance and claims. As discussed further in the comparison of operating results for 2016 to 2015, several industry-wide
issues have caused, and could continue to cause, costs to increase in future periods. These issues include shortages of drivers or
independent contractors, changing fuel prices, higher new truck and trailer purchase prices and compliance with new or proposed
regulations. Our main fixed costs include depreciation expense for tractors and trailers and equipment licensing fees (included in
taxes and licenses expense). The Truckload segment requires substantial cash expenditures for tractor and trailer purchases. We
fund these purchases with net cash from operations and financing available under our existing credit facilities, as management
deems necessary.
We provide non-trucking services primarily through the four operating units within our Werner Logistics segment (Brokerage,
Freight Management, Intermodal and WGL). Unlike our Truckload segment, the Werner Logistics segment is less asset-intensive
and is instead dependent upon qualified associates, information systems and qualified third-party capacity providers. The largest
expense item related to the Werner Logistics segment is the cost of purchased transportation we pay to third-party capacity providers.
This expense item is recorded as rent and purchased transportation expense. Other operating expenses consist primarily of salaries,
14
wages and benefits. We evaluate the Werner Logistics segment’s financial performance by reviewing the gross margin percentage
(revenues less rent and purchased transportation expenses expressed as a percentage of revenues) and the operating income
percentage. The gross margin percentage can be impacted by the rates charged to customers and the costs of securing third-party
capacity. We have a mix of contracted long-term rates and variable rates for the cost of third-party capacity, and we cannot assure
that our operating results will not be adversely impacted in the future if our ability to obtain qualified third-party capacity providers
changes or the rates of such providers increase.
Results of Operations:
The following table sets forth the Consolidated Statements of Income in dollars and as a percentage of total operating revenues
and the percentage increase or decrease in the dollar amounts of those items compared to the prior year.
2016
2015
2014
$
%
$
%
$
%
Percentage Change in
Dollar Amounts
2016 to
2015 (%)
2015 to
2014 (%)
$ 2,008,991
100.0
$ 2,093,529
100.0
$ 2,139,289
100.0
(4.0)
(2.1)
(Amounts in thousands)
Operating revenues
Operating expenses:
Salaries, wages and benefits
Fuel
Supplies and maintenance
Taxes and licenses
Insurance and claims
Depreciation
Rent and purchased
transportation
Communications and utilities
Other
636,112
155,042
171,397
85,547
83,866
31.7
7.7
8.5
4.3
4.2
639,908
204,583
190,114
89,646
80,848
209,728
10.4
193,209
512,296
25.5
16,106
12,827
0.8
0.6
480,624
15,121
(980)
Total operating expenses
1,882,921
93.7
1,893,073
Operating income
Total other expense (income)
Income before income taxes
Income taxes
Net income
126,070
(1,390)
127,460
48,331
79,129
$
6.3
—
6.3
2.4
3.9
200,456
(705)
201,161
77,447
$
123,714
30.6
9.8
9.1
4.3
3.9
9.2
22.9
0.7
(0.1)
90.4
9.6
—
9.6
3.7
5.9
584,006
346,058
188,437
85,468
80,375
176,984
27.3
16.2
8.8
4.0
3.7
8.3
498,782
23.3
14,220
4,871
0.7
0.2
(0.6)
(24.2)
(9.8)
(4.6)
3.7
8.5
6.6
6.5
9.6
(40.9)
0.9
4.9
0.6
9.2
(3.6)
6.3
1,408.9
(120.1)
1,979,201
92.5
(0.5)
(4.4)
160,088
(1,686)
161,774
63,124
98,650
$
7.5
(0.1)
7.6
3.0
4.6
(37.1)
(97.2)
(36.6)
(37.6)
(36.0)
25.2
58.2
24.3
22.7
25.4
The following tables set forth the operating revenues, operating expenses and operating income for the Truckload segment, as well
as certain statistical data regarding our Truckload segment operations for the periods indicated.
Truckload Transportation Services (amounts in thousands)
Trucking revenues, net of fuel surcharge
2016
2015
2014
$
%
$
%
$
%
$ 1,356,284
$ 1,411,099
$ 1,332,879
Trucking fuel surcharge revenues
Non-trucking and other operating revenues
155,293
22,404
Operating revenues
Operating expenses
Operating income
1,533,981
100.0
1,426,268
107,713
93.0
7.0
212,489
21,286
1,644,874
1,455,024
189,850
100.0
88.5
11.5
349,763
19,495
1,702,137
1,549,145
152,992
100.0
91.0
9.0
15
Truckload Transportation Services
Operating ratio, net of fuel surcharge revenues (1)
Average revenues per tractor per week (2)
Average trip length in miles (loaded)
Average percentage of empty miles (3)
Average tractors in service
Total trailers (at year end)
Total tractors (at year end):
Company
Independent contractor
Total tractors
2016
2015
2014
92.2%
86.7%
$
3,591
$
3,732
$
468
12.96%
7,263
22,725
6,305
795
7,100
482
12.39%
7,271
22,630
6,635
815
7,450
88.7%
3,655
473
12.06%
7,013
22,305
6,400
650
7,050
(1) Calculated as if fuel surcharge revenues are excluded from total revenues and instead reported as a reduction of operating expenses, which provides a
more consistent basis for comparing results of operations from period to period.
(2) Net of fuel surcharge revenues.
(3) “Empty” refers to miles without trailer cargo.
The following tables set forth the Werner Logistics segment’s revenues, rent and purchased transportation expense, gross margin,
other operating expenses (primarily salaries, wages and benefits expense) and operating income, as well as certain statistical data
regarding the Werner Logistics segment.
Werner Logistics (amounts in thousands)
Operating revenues
Rent and purchased transportation expense
Gross margin
Other operating expenses
Operating income
Werner Logistics
Average tractors in service
Total trailers (at year end)
Total tractors (at year end)
2016 Compared to 2015
Operating Revenues
2016
2015
2014
$
%
$
%
$
$ 417,172
100.0
$ 393,174
100.0
$ 390,645
345,790
71,382
50,648
20,734
$
82.9
17.1
12.1
5.0
$
332,168
61,006
44,108
16,898
84.5
15.5
11.2
4.3
$
338,625
52,020
44,485
7,535
%
100.0
86.7
13.3
11.4
1.9
2016
2015
2014
73
1,625
74
56
1,460
62
50
1,670
55
Operating revenues decreased 4.0% in 2016 compared to 2015. When comparing 2016 to 2015, the Truckload segment revenues
decreased $110.9 million, or 6.7%, and revenues for the Werner Logistics segment increased $24.0 million, or 6.1%. The lower
fuel prices in 2016 compared to 2015 resulted in lower fuel surcharge revenues in the Truckload segment.
2016 was a very challenging freight and rate year for our truckload and logistics business segments. Freight demand in the first
half of 2016 was softer than the same periods of 2015 and 2014, but began to show sequential and seasonal improvement in the
second half of the year. We believe part of this improvement was industry specific and part was company specific. During June
2016, to take advantage of the strengthening Dedicated market, we moved 150 trucks from One-Way Truckload into Dedicated,
lessening the need to find freight for their trucks in the more challenged one-way truckload market. In September 2016, we moved
an additional 100 trucks from One-Way Truckload into Dedicated. Freight demand thus far in 2017 in One-Way Truckload has
been softer than the same period of 2016.
The contractual rate market was very challenging in the first half of 2016, particularly in One-Way Truckload. An excess supply
of industry trucks relative to sluggish freight demand created a market in which some customers pushed hard and obtained
contractual rate decreases. At that time, we chose to exit from certain contractual business that would have required mid-to-high
single digit contractual rate decreases for the next year, since we believed that this pricing was not sustainable. Market conditions
and competition, however, necessitated agreeing to some flat to slightly lower contractual rates which became effective in the
second half of 2016. Gradual improvement in freight volumes and transactional (non-contract) spot market rates in the second
16
half of 2016 began to validate our pricing strategy, and in fourth quarter 2016 contract rates began to stabilize for new contracts.
Expectations are rising for improved pricing in 2017, based on a more positive economic outlook, rationalizing industry truck
supply, normalized current customer inventory levels and the supply-constricting December 2017 ELD regulatory mandate,
although there can be no assurance that these factors will occur.
Trucking revenues, net of fuel surcharge, decreased 3.9% in 2016 compared to 2015 due to a 3.8% decrease in average revenues
per tractor per week, net of fuel surcharge revenues. The average number of tractors in service remained about the same in both
years. Average miles per truck declined by 3.2% in 2016 compared to 2015, and average revenues per total mile, net of fuel
surcharge revenues, decreased 0.6%.
The average number of tractors in service in the Truckload segment remained flat at 7,263 in 2016 compared to 7,271 in 2015.
We ended 2016 with 7,100 tractors in the Truckload segment, a year-over-year decrease of 350 trucks. Our Specialized Services
unit, primarily Dedicated, ended 2016 with 3,760 trucks (or 53% of our total Truckload segment fleet compared to 49% at the end
of 2015), and One-Way Truckload ended the year with 3,340 trucks. We cannot predict whether future driver shortages, if any,
will adversely affect our ability to maintain our fleet size. If such a driver market shortage were to occur, it could result in a fleet
size reduction, and our results of operations could be adversely affected.
Trucking fuel surcharge revenues represent collections from customers for the increase in fuel and fuel-related expenses, including
the fuel component of our independent contractor cost (recorded as rent and purchased transportation expense) and fuel taxes
(recorded in taxes and licenses expense), when diesel fuel prices rise. Conversely, when fuel prices decrease, fuel surcharge revenues
decrease. These revenues decreased 26.9% to $155.3 million in 2016 from $212.5 million in 2015 because of lower average fuel
prices in 2016. To lessen the effect of fluctuating fuel prices on our margins, we collect fuel surcharge revenues from our customers
for the cost of diesel fuel and taxes in excess of specified base fuel price levels according to terms in our customer contracts. Fuel
surcharge rates generally adjust weekly based on an independent U.S. Department of Energy fuel price survey which is released
every Monday. Our fuel surcharge programs are designed to (i) recoup higher fuel costs from customers when fuel prices rise and
(ii) provide customers with the benefit of lower fuel costs when fuel prices decline. These programs generally enable us to recover
a majority, but not all, of the fuel price increases. The remaining portion is generally not recoverable because it results from empty
and out-of-route miles (which are not billable to customers) and truck idle time. Fuel prices that change rapidly in short time
periods also impact our recovery because the surcharge rate in most programs only changes once per week.
Werner Logistics revenues are generated by its four operating units and exclude revenues for full truckload shipments transferred
to the Truckload segment, which are recorded as trucking revenues by the Truckload segment. Werner Logistics also recorded
revenue and brokered freight expense of $1.0 million in 2016 and $1.3 million in 2015 for Intermodal drayage movements performed
by the Truckload segment (also recorded as trucking revenues by the Truckload segment), and these transactions between reporting
segments are eliminated in consolidation. Werner Logistics revenues increased 6.1% to $417.2 million in 2016 from $393.2 million
in 2015. The Werner Logistics gross margin dollars increased 17.0% to $71.4 million in 2016 from $61.0 million in 2015, and the
Werner Logistics gross margin percentage improved to 17.1% in 2016 from 15.5% in 2015. The Werner Logistics operating income
percentage improved to 5.0% in 2016 from 4.3% in 2015. In 2016, Werner Logistics achieved growth in our truck brokerage and
intermodal solutions despite the challenged logistics freight market. A large Werner Logistics Freight Management customer was
acquired in 2015, and their logistics solution will transition to the acquirer’s transportation platform in first quarter 2017. The loss
of this customer will slow revenue growth in the near term.
Operating Expenses
Our operating ratio (operating expenses expressed as a percentage of operating revenues) was 93.7% in 2016 compared to 90.4%
in 2015. Expense items that impacted the overall operating ratio are described on the following pages. The tables on pages 15
through 16 show the Consolidated Statements of Income in dollars and as a percentage of total operating revenues and the percentage
increase or decrease in the dollar amounts of those items compared to the prior year, as well as the operating ratios, operating
margins and certain statistical information for our two reportable segments, Truckload and Werner Logistics.
Salaries, wages and benefits decreased $3.8 million or 0.6% in 2016 compared to 2016 but increased 1.1% as a percentage of
operating revenues. The lower dollar amount of salaries, wages and benefits expense was due primarily to fewer company trucks
and miles in 2016 compared to 2015, partially offset by higher driver mileage pay rates (including a pay increase effective January
1, 2016, for approximately 20% of our company drivers and prior driver pay increases in multiple Dedicated fleets). When evaluated
on a per-mile basis, driver and non-driver salaries, wages and benefits increased, which we attribute primarily to 7% higher driver
pay per company truck mile in 2016. Non-driver salaries, wages and benefits in the non-trucking Werner Logistics segment
increased 20.3% in 2016 compared to 2015.
We renewed our workers’ compensation insurance coverage for the policy year beginning April 1, 2016. Our coverage levels are
the same as the prior policy year. We continue to maintain a self-insurance retention of $1.0 million per claim. Our workers’
compensation insurance premiums for the policy year beginning April 2016 were similar to those for the previous policy year.
17
The driver recruiting market remained challenging in 2016. Several ongoing market factors persisted including a declining number
of, and increased competition for, driver training school graduates, a low national unemployment rate, aging truck driver
demographics and increased truck safety regulations. We took many significant actions in 2016 to strengthen our driver recruiting
and retention to make Werner the preferred choice for the best drivers, including raising driver pay, lowering the age of our truck
fleet, installing safety and training features on all new trucks, tightening our driver hiring standards and investing in our driver
training schools. In 2016, we achieved our lowest driver turnover rate in 17 years. We are unable to predict whether we will
experience future driver shortages. If such a shortage were to occur and additional driver pay rate increases became necessary to
attract and retain drivers, our results of operations would be negatively impacted to the extent that we could not obtain corresponding
freight rate increases.
Fuel decreased $49.5 million or 24.2% in 2016 compared to 2015 and decreased 2.1% as a percentage of operating revenues due
to (i) lower average diesel fuel prices, (ii) fewer company trucks and miles and (iii) improved miles per gallon (“mpg”). Average
diesel fuel prices in 2016 were 29 cents per gallon lower than in 2015, a 17% decrease.
We continue to employ measures to improve our fuel mpg, including (i) limiting truck engine idle time, (ii) optimizing the speed,
weight and specifications of our equipment and (iii) implementing mpg-enhancing equipment changes to our fleet including new
trucks with EPA 2010 compliant engines, more aerodynamic truck features, idle reduction systems, trailer tire inflation systems,
trailer skirts and automated manual transmissions to reduce our fuel gallons purchased. However, fuel savings from mpg
improvement is partially offset by higher depreciation expense and the additional cost of diesel exhaust fluid (required in certain
tractors with engines that meet the 2010 EPA emission standards). Although our fuel management programs require significant
capital investment and research and development, we intend to continue these and other environmentally conscious initiatives,
including our active participation as an EPA SmartWay Transport Partner. The SmartWay Transport Partnership is a national
voluntary program developed by the EPA and freight industry representatives to reduce greenhouse gases and air pollution and
promote cleaner, more efficient ground freight transportation.
For the first seven weeks of 2017, the average diesel fuel price per gallon was approximately 61 cents higher than the average
diesel fuel price per gallon in the same period of 2016 and approximately 54 cents higher than the average for first quarter 2016.
Shortages of fuel, increases in fuel prices and petroleum product rationing can have a material adverse effect on our operations
and profitability. We are unable to predict whether fuel price levels will increase or decrease in the future or the extent to which
fuel surcharges will be collected from customers. As of December 31, 2016, we had no derivative financial instruments to reduce
our exposure to fuel price fluctuations.
Supplies and maintenance decreased $18.7 million or 9.8% in 2016 compared to 2015 and decreased 0.6% as a percentage of
operating revenues. Repairs and maintenance decreased in 2016 compared to 2015 due to our younger tractor and trailer fleet and
fewer company driver miles driven in 2016.
Taxes and licenses decreased $4.1 million or 4.6% in 2016 compared to 2015 and did not change as a percentage of operating
revenues. Federal and state diesel fuel taxes were lower in 2016 than in 2015 because of fewer company driver miles and a higher
mpg in 2016. An improved mpg results in fewer gallons of diesel fuel purchased and consequently less fuel taxes paid.
Insurance and claims increased $3.0 million or 3.7% in 2016 compared to 2015 and increased 0.3% as a percentage of operating
revenues. The increase in 2016 compared to 2015 is primarily the result of unfavorable loss development on prior period large
dollar claims. Most of our insurance and claims expense results from our claim experience and claim development under our self-
insurance program; the remainder results from insurance premiums for claims in excess of our self-insured limits. We renewed
our liability insurance policies on August 1, 2016, and continued to be responsible for the first $2.0 million per claim with an
annual $8.0 million aggregate for claims between $2.0 million and $5.0 million and an annual aggregate of $5.0 million for claims
in excess of $5.0 million and less than $10.0 million. We maintain liability insurance coverage with insurance carriers substantially
in excess of the $10.0 million per claim. See Item 3 of Part I of this Form 10-K for information on our bodily injury and property
damage coverage levels since August 1, 2013. Our liability and cargo insurance premiums for the policy year that began August 1,
2016 are about $3.5 million higher than premiums for the previous policy year. The market for excess trucking liability is extremely
difficult, as insurance carriers have either exited the market or increased premium rates due to increasing plaintiff awards in the
industry.
Depreciation increased $16.5 million or 8.5% in 2016 compared to 2015 and increased 1.2% as a percentage of operating revenues.
This expense increase is due primarily to (i) the higher cost of new trucks purchased compared to the cost of used trucks that were
sold over the past 12 months, (ii) the purchase of new trailers over the past 12 months to replace older used trailers which were
fully depreciated and (iii) a change during fourth quarter 2016 in the estimated life of certain trucks to more rapidly depreciate the
trucks to their residual values due to the weak used truck market. The effect of this change in accounting estimate was to increase
2016 depreciation expense by $4.1 million. We expect depreciation expense for these trucks to continue at a similar higher level
in first quarter 2017 and then gradually decline as these trucks are sold in the first few quarters of 2017.
18
We are nearing completion of a significant reinvestment in our fleet over the last two years to reduce the average age of our trucks
and trailers. Our investment in newer trucks and trailers improves our driver experience, raises operational efficiency and helps
us to better manage our maintenance, safety and fuel costs.
Rent and purchased transportation expense increased $31.7 million or 6.6% in 2016 compared to 2015 and increased 2.6% as a
percentage of operating revenues. Rent and purchased transportation expense consists mostly of payments to third-party capacity
providers in the Werner Logistics segment and other non-trucking operations and payments to independent contractors in the
Truckload segment. The payments to third-party capacity providers generally vary depending on changes in the volume of services
generated by the Werner Logistics segment. Werner Logistics rent and purchased transportation expense increased $13.6 million,
which corresponds to the higher Werner Logistics revenues, but decreased to 82.9% of Werner Logistics revenues in 2016 from
84.5% in 2015. The improved gross margin percentage is the result of on-going efforts to match contractual customer consistent
freight with our strategic carrier partners’ capacity and then utilize the available capacity in the market to cover transactional
volume.
Rent and purchased transportation expense for the Truckload segment increased $18.3 million in 2016 compared to 2015. This
increase is due primarily to higher payments to independent contractors in 2016 compared to 2015, resulting from a November
2015 increase in the per-mile settlement rate for certain independent contractors. This increase was partially offset by lower average
diesel fuel prices in 2016, which resulted in lower reimbursement to independent contractors for fuel. Independent contractor miles
as a percentage of total miles were 14.4% in 2016 and 11.9% in 2015. Because independent contractors supply their own tractors
and drivers and are responsible for their operating expenses, the increase in independent contractor miles as a percentage of total
miles also shifted costs to the rent and purchased transportation category from other expense categories, including (i) salaries,
wages and benefits, (ii) fuel, (iii) depreciation, (iv) supplies and maintenance and (v) taxes and licenses.
Challenging operating conditions continue to make independent contractor recruitment and retention difficult. Such conditions
include inflationary cost increases that are the responsibility of independent contractors and a shortage of financing available to
independent contractors for equipment purchases. We have historically been able to add company tractors and recruit additional
company drivers to offset any decrease in the number of independent contractors. If a shortage of independent contractors and
company drivers occurs, further increases in per-mile settlement rates (for independent contractors) and driver pay rates (for
company drivers) may become necessary to attract and retain these drivers. This could negatively affect our results of operations
to the extent that we would not be able to obtain corresponding freight rate increases.
Communications and utilities increased $1.0 million or 6.5% in 2016 compared to 2015 and increased 0.1% as a percentage of
operating revenues. The increase is due to higher equipment tracking expenses and higher communication costs in 2016.
Other operating expenses increased $13.8 million in 2016 compared to 2015 and increased 0.7% as a percentage of operating
revenues. Gains on sales of assets (primarily used trucks and trailers) are reflected as a reduction of other operating expenses and
are reported net of sales-related expenses (which include costs to prepare the equipment for sale). Gains on sales of assets were
$16.4 million in 2016, including $10.5 million from sales of real estate, compared to $23.2 million in 2015, which included $0.9
million in real estate gains. In 2016, we sold fewer trucks and more trailers than in 2015 and realized average losses per truck and
higher average gains per trailer sold. The used truck pricing market became increasingly difficult as 2016 progressed due to a
higher than normal supply of used trucks in the market and low buyer demand. We expect the difficult used truck market conditions
will persist in 2017. Other operating expenses, primarily provision for doubtful accounts related to the driver training schools and
professional and consulting fees, were $7.0 million higher in 2016 than in 2015.
Other Expense (Income)
Other expense (income) decreased $0.7 million in 2016 compared to 2015 and remained flat as a percentage of operating revenues
due primarily to higher interest income on notes receivable. Interest expense was higher in 2016 compared to 2015 due to higher
average outstanding debt.
Income Taxes
Our effective income tax rate (income taxes expressed as a percentage of income before income taxes) decreased to 37.9% for
2016 from 38.5% in 2015. The lower income tax rate in 2016 is primarily attributed to favorable tax adjustments for the
remeasurement of uncertain tax positions in 2016.
19
2015 Compared to 2014
Operating Revenues
Operating revenues decreased 2.1% in 2015 compared to 2014. When comparing 2015 to 2014, the Truckload segment revenues
decreased $57.3 million, or 3.4%, and the Werner Logistics segment revenues increased $2.5 million, or 0.6%. The significantly
lower fuel prices in 2015 compared to 2014 resulted in lower fuel surcharge revenues in the Truckload segment and lower revenues
in the Werner Logistics segment.
Assessing freight demand within the Truckload segment, 2014 and 2015 were cyclically contrasting years. 2014 provided the
benefits of gradually improving demand from a strengthening economy and constrained supply due to a tight driver market and
increasing safety regulations. Freight demand in 2015 did not strengthen as the year progressed, as the rate of economic growth
slowed. The truckload sector also experienced supply increases in 2015 as small carrier confidence rose as a result of better rates
in 2014 and much lower fuel prices beginning in late 2014. Finally, as 2015 ended, truckload supply began to stabilize as truck
orders declined significantly and safety regulators finalized the electronic logging device regulations.
Trucking revenues, net of fuel surcharge, increased 5.9% in 2015 compared to 2014 due to a 3.7% increase in average number of
tractors in service and a 2.1% increase in average revenues per tractor per week, net of fuel surcharge revenues. Average revenues
per total mile, net of fuel surcharge revenues, increased 2.6% and average miles per truck declined by 0.5% in 2015 compared to
2014.
We continued to make progress implementing sustainable rate increases with our customers during 2015. These efforts worked to
recoup the cost increases associated with more expensive equipment, a shrinking supply of qualified drivers and an increasingly
challenging regulatory environment.
The average number of tractors in service in the Truckload segment increased 3.7% to 7,271 in 2015 from 7,013 in 2014, an
increase of 258 tractors. Following an ongoing and intense company-wide focus to improve our driver recruiting and retention,
we ended 2015 with 7,450 tractors in the Truckload segment (3,675 in our Specialized Services unit and 3,775 in our One-Way
Truckload unit).
Trucking fuel surcharge revenues decreased 39.2% to $212.5 million in 2015 from $349.8 million in 2014 because of lower average
fuel prices in 2015.
Werner Logistics revenues are generated by its four operating units and exclude revenues for full truckload shipments transferred
to the Truckload segment, which are recorded as trucking revenues by the Truckload segment. Werner Logistics also recorded
revenue and brokered freight expense of $1.3 million in 2015 and $2.9 million in 2014 for Intermodal drayage movements performed
by the Truckload segment (also recorded as trucking revenues by the Truckload segment), and these transactions between reporting
segments are eliminated in consolidation. Werner Logistics revenues increased 0.6% to $393.2 million in 2015 from $390.6 million
in 2014. Werner Logistics gross margin dollars increased 17.3% to $61.0 million in 2015 from $52.0 million in 2014, and the
Werner Logistics gross margin percentage improved to 15.5% in 2015 from 13.3% in 2014. Werner Logistics results for 2014 were
negatively impacted by lower gross margin percentages for contractual business due to rising third-party carrier costs in a tight
capacity market as well as regional capacity issues related to the second quarter 2014 start-up of a large Werner Logistics customer.
We addressed several customer pricing, contractual and operational issues within Werner Logistics in fourth quarter 2014 which
resulted in improved Werner Logistics financial performance in 2015. The Werner Logistics operating income percentage improved
to 4.3% in 2015 from 1.9% in 2014.
Operating Expenses
Our operating ratio was 90.4% in 2015 compared to 92.5% in 2014. Expense items that impacted the overall operating ratio are
described on the following pages. The tables on pages 15 through 16 show the Consolidated Statements of Income in dollars and
as a percentage of total operating revenues and the percentage increase or decrease in the dollar amounts of those items compared
to the prior year, as well as the operating ratios, operating margins and certain statistical information for our two reportable segments,
Truckload and Werner Logistics.
Salaries, wages and benefits increased $55.9 million or 9.6% in 2015 compared to 2014 and increased 3.3% as a percentage of
operating revenues. The higher dollar amount of salaries, wages and benefits expense was due primarily to higher driver salaries
and payroll related fringe benefits due to higher driver pay rates and more company trucks and miles in 2015. We also recorded
a total of $3.9 million of expense in 2015 related to a class action suit involving an employment related claim and a separation
agreement for an executive resignation. When evaluated on a per-mile basis, driver and non-driver salaries, wages and benefits
increased as well, which we attribute primarily to higher driver pay. In mid-August 2014, we increased pay by varying percentage
amounts for many drivers within our One-Way Truckload unit. We also increased driver pay in multiple Dedicated fleets in 2014
20
and 2015. On a per-mile basis, non-driver salaries, wages and benefits in the non-trucking Werner Logistics segment decreased
1.6% in 2015 compared to 2014.
We renewed our workers’ compensation insurance coverage for the policy year beginning April 1, 2015. Our coverage levels are
the same as the prior policy year. We continue to maintain a self-insurance retention of $1.0 million per claim. Our workers’
compensation insurance premiums for the policy year beginning April 2015 were similar to those for the previous policy year.
The driver recruiting market remained challenging in 2015. Several difficult market factors persisted, including a declining number
of, and increased competition for, driver training school graduates, a gradually declining national unemployment rate, aging truck
driver demographics and increased truck safety regulations. Following our mid-August 2014 pay changes and an ongoing and
intense company-wide focus to improve our driver recruiting and retention, our driver retention metrics improved. During fourth
quarter 2015, we announced strategic and targeted company driver and independent contractor per-mile increases in our One-Way
Truckload business unit, totaling slightly more than $10 million on an annualized basis to nearly 20% of our drivers. Most of these
increases became effective January 2016.
Fuel decreased $141.5 million or 40.9% in 2015 compared to 2014 and decreased 6.4% as a percentage of operating revenues due
to (i) lower average diesel fuel prices and (ii) improved miles per gallon (“mpg”). Average diesel fuel prices in 2015 were $1.18
per gallon lower than in 2014, a 41% decrease. These decreases were partially offset by higher company truck miles in 2015.
During 2015, we continued to employ measures to improve our fuel mpg and invest in fuel saving equipment solutions, which
were also intended to lessen environmental impact. These measures resulted in an improvement in mpg in 2015 compared to 2014,
however, fuel savings from the mpg improvement is partially offset by higher depreciation expense and the additional cost of
diesel exhaust fluid
Supplies and maintenance increased $1.7 million or 0.9% in 2015 compared to 2014 and increased 0.3% as a percentage of operating
revenues. Driver advertising and other driver related expenses were higher in 2015 than in 2014. These increases were partially
offset by lower tractor maintenance costs in 2015 due to a lower average age of company trucks in 2015 when compared to 2014.
Taxes and licenses increased $4.2 million or 4.9% in 2015 compared to 2014 and increased 0.3% as a percentage of operating
revenues due to more miles in 2015 than in 2014, resulting from an increase in the average tractors in service, and an increase in
property taxes. These increases were partially offset by a higher mpg in 2015 compared to 2014. An improved mpg results in fewer
gallons of diesel fuel purchased and consequently less fuel taxes paid.
Insurance and claims increased $0.5 million or 0.6% in 2015 compared to 2014 and increased 0.2% as a percentage of operating
revenues. The increase in 2015 compared to 2014 is primarily the result of higher expense on large dollar liability claims, partially
offset by a decrease in expense related to cargo claims. We renewed our liability insurance policies on August 1, 2015, and continued
to be responsible for the first $2.0 million per claim with an annual $8.0 million aggregate for claims between $2.0 million and
$5.0 million and an annual aggregate of $5.0 million for claims in excess of $5.0 million and less than $10.0 million. Our liability
and cargo insurance premiums for the policy year that began August 1, 2015, are slightly lower than premiums for the previous
policy year on a per-mile basis.
Depreciation increased $16.2 million or 9.2% in 2015 compared to 2014 and increased 0.9% as a percentage of operating revenues.
This expense increase is due primarily to the higher cost of new trucks purchased compared to the cost of used trucks that were
sold, as well as the growth in the number of company trucks. In addition, the purchase of new trailers to replace older used trailers
which were fully depreciated also contributed to the increase in depreciation expense.
Rent and purchased transportation expense decreased $18.2 million or 3.6% in 2015 compared to 2014 and decreased 0.4% as a
percentage of operating revenues. Werner Logistics rent and purchased transportation expense decreased $6.5 million, despite
higher Werner Logistics revenues, and decreased to 84.5% of Werner Logistics revenues in 2015 from 86.7% in 2014. This decrease
was due primarily to our efforts to address customer pricing, contractual and operational issues within Werner Logistics.
Rent and purchased transportation expense for the Truckload segment decreased $13.0 million in 2015 compared to 2014. This
decrease is due primarily to lower fuel prices that resulted in lower reimbursement to independent contractors for fuel and a higher
average independent contractor settlement rate per mile in 2015 compared to 2014. In mid-August 2014 and in November 2015,
we increased the per-mile settlement rate for certain independent contractors. Independent contractor miles as a percentage of total
miles were 11.9% in 2015 and 12.1% in 2014.
Communications and utilities increased $0.9 million or 6.3% in 2015 compared to 2014 but did not change as a percentage of
operating revenues. The increase is due to higher equipment tracking expenses and higher communication costs.
Other operating expenses decreased $5.9 million in 2015 compared to 2014 and decreased 0.3% as a percentage of operating
revenues. Gains on sales of assets increased to $23.2 million in 2015 from $19.3 million in 2014, a $3.9 million increase. In 2015,
21
we sold more trucks and trailers than in 2014. We realized higher average gains per trailer sold, while average gains per truck sold
were flat due to the used truck market weakening in fourth quarter 2015, causing lower pricing. We also realized $0.9 million in
gains from the sale of real estate in 2015 compared to $1.6 million in 2014. Other operating expenses were lower in 2015 than in
2014.
Other Expense (Income)
Other expense (income) increased $1.0 million in 2015 compared to 2014 and increased 0.1% as a percentage of operating revenues.
Interest expense was higher in 2015 compared to 2014 because we recorded a full year of interest expense in 2015 after entering
into an interest rate swap agreement in September 2014 that effectively fixed our interest rate at 2.5% for five years on debt of
$75 million.
Income Taxes
Our effective income tax rate (income taxes expressed as a percentage of income before income taxes) decreased to 38.5% for
2015 from 39.0% in 2014. The lower income tax rate in 2015 is primarily attributed to favorable tax adjustments for the
remeasurement of uncertain tax positions in 2015 and the effect of higher pre-tax income which caused non-deductible expenses
to comprise a lower percentage.
Liquidity and Capital Resources:
During the year ended December 31, 2016, we generated cash flow from operations of $312.4 million, a 15.7% decrease ($58.0
million), compared to the year ended December 31, 2015. This decrease in net cash provided by operating activities is attributed
primarily to a $44.6 million decrease in net income and a $15.4 million decrease from general working capital activities (including
accounts receivable and accounts payable). Cash flow from operations increased $163.8 million in 2015 from 2014, or 79.3%.
This increase is attributed primarily to a $76.6 million increase from general working capital activities (including a $50.8 million
increase in cash flows related to accounts receivable due to the timing of customer payments) and a $25.1 million increase in net
income. Our income tax payments were also $41.6 million lower in 2015 due to the timing of enacting tax regulation changes at
the end of 2014 and 2015. We were able to make net capital expenditures and pay dividends with the net cash provided by operating
activities and existing cash balances, supplemented by net borrowings under our existing credit facilities.
Net cash used in investing activities increased by $74.7 million to $410.3 million in 2016 from $335.5 million in 2015 and increased
by $132.0 million in 2015 from $203.5 million in 2014. Net property additions (primarily revenue equipment) were $429.6 million
for the year ended December 31, 2016, compared to $351.5 million during the same period of 2015 and $212.3 million during
2014. Net property additions were higher in 2016 and 2015 than in 2014 because starting in the second half of 2014, we increased
our capital expenditures to lower the average age of our truck fleet. As of December 31, 2016, we were committed to property and
equipment purchases of approximately $83.8 million. We currently estimate net capital expenditures (primarily revenue equipment)
in 2017 to be in the range of $225.0 million to $275.0 million. We intend to fund these net capital expenditures in 2017 through
cash flow from operations and financing available under our existing credit facilities, as management deems necessary.
Net financing activities provided $83.4 million in 2016 and used $25.0 million in 2015 and $3.7 million in 2014. During the year
ended December 31, 2016, we borrowed $165.0 million of debt and repaid $60.0 million of debt. Our outstanding debt at December
31, 2016 totaled $180.0 million. During 2015, we borrowed and repaid $10.0 million of debt, and in 2014 we borrowed $85.0
million and repaid $50.0 million. We also made a $3.1 million note payment in both 2016 and 2015. We paid quarterly dividends
of $17.3 million in 2016, $15.1 million in 2015 and $14.4 million in 2014. We increased our quarterly dividend rate by $0.01 per
share, or 20%, beginning with the dividend paid in October 2015. We did not repurchase any common stock in 2016; however,
financing activities for 2015 included common stock repurchases of 225,000 shares at a cost of $6.4 million, compared to $30.6
million in 2014 (1,200,000 shares). From time to time, the Company has repurchased, and may continue to repurchase, shares of
the Company’s common stock. The timing and amount of such purchases depends on stock market conditions and other factors.
As of December 31, 2016, the Company had purchased 3,287,291 shares pursuant to our current Board of Directors repurchase
authorization and had 4,712,709 shares remaining available for repurchase.
Management believes our financial position at December 31, 2016 is strong. As of December 31, 2016, we had $17.0 million of
cash and cash equivalents and $994.8 million of stockholders’ equity. Cash is invested primarily in government portfolio money
market funds. As of December 31, 2016, we had a total of $325.0 million of credit pursuant to three credit facilities (see Note 2
in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K for information regarding our credit
agreements as of December 31, 2016), of which we had borrowed $180.0 million. Subsequent to the end of the year, in January
2017, we repaid $20.0 million of debt. The remaining $145.0 million of credit available under these facilities at December 31,
2016 is reduced by the $25.8 million in stand-by letters of credit under which we are obligated. These stand-by letters of credit
22
are primarily required as security for insurance policies. Based on our strong financial position, management does not foresee any
significant barriers to obtaining sufficient financing, if necessary.
Contractual Obligations and Commercial Commitments:
The following table sets forth our contractual obligations and commercial commitments as of December 31, 2016.
(Amounts in millions)
Contractual Obligations
Unrecognized tax benefits
Long-term debt, including current
maturities
Interest payments on debt
Property and equipment purchase
commitments
Total contractual cash obligations
Other Commercial Commitments
Unused lines of credit
Stand-by letters of credit
Total commercial commitments
Total obligations
Payments Due by Period
Total
Less than
1 year
(2017)
1-3 years
(2018-2019)
3-5 years
(2020-2021)
More
than 5
years
(After 2021)
Period
Unknown
$
6.1
$
— $
— $
— $
— $
180.0
9.9
83.8
279.8
119.2
25.8
145.0
424.8
$
$
$
$
20.0
3.3
83.8
107.1
$
— $
25.8
25.8
132.9
$
$
$
$
$
$
75.0
5.9
—
80.9
$
— $
—
— $
$
80.9
85.0
0.7
—
85.7
119.2
—
119.2
204.9
$
$
$
$
—
—
—
— $
— $
—
— $
— $
6.1
—
—
—
6.1
—
—
—
6.1
As of December 31, 2016, we had unsecured committed credit facilities with three banks as well as a term commitment with one
of these banks. We had with Wells Fargo Bank, N.A., a $100 million credit facility which will expire on July 12, 2020, and a $75
million term commitment with principal due and payable on September 15, 2019. We had an unsecured line of credit of $75 million
with U.S. Bank, N.A., which will expire on July 13, 2020. We also had a $75 million credit facility with BMO Harris Bank, N.A.,
which will expire on March 5, 2020. Borrowings under these credit facilities and term note bear variable interest based on the
London Interbank Offered Rate (“LIBOR”). As of December 31, 2016, we had $75 million outstanding under the term commitment
at a variable rate of 1.30%, which is effectively fixed at 2.5% with an interest rate swap agreement, and we had an additional $105
million outstanding under the credit facilities at a weighted average interest rate of 1.30%. Interest payments on debt are based on
the debt balance and interest rate at December 31, 2016. The credit available under these facilities is further reduced by the amount
of stand-by letters of credit under which we are obligated. The stand-by letters of credit are primarily required for insurance policies.
The unused lines of credit are available to us in the event we need financing for the replacement of our fleet or for other significant
capital expenditures. Management believes our financial position is strong, and we therefore expect that we could obtain additional
financing, if necessary. Property and equipment purchase commitments relate to committed equipment expenditures, primarily
for revenue equipment. As of December 31, 2016, we had recorded a $6.1 million liability for unrecognized tax benefits. We are
unable to reasonably determine when the $6.1 million categorized as “period unknown” will be settled.
Off-Balance Sheet Arrangements:
In 2016, we did not have any non-cancelable revenue equipment operating leases or other arrangements that meet the definition
of an off-balance sheet arrangement.
Critical Accounting Policies and Estimates:
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United
States of America requires us to make estimates and assumptions that affect the (i) reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated financial statements and (ii) reported amounts of
revenues and expenses during the reporting period. We evaluate these estimates on an ongoing basis as events and circumstances
change, utilizing historical experience, consultation with experts and other methods considered reasonable in the particular
circumstances. Actual results could differ from those estimates and may significantly impact our results of operations from period
to period. It is also possible that materially different amounts would be reported if we used different estimates or assumptions.
23
The most critical accounting policies and estimates that require us to make significant judgments and estimates and affect our
financial statements include the following:
• Depreciation and impairment of tractors and trailers. We operate a significant number of tractors and trailers in connection
with our business and must select estimated useful lives and salvage values for calculating depreciation. Depreciable lives
of tractors and trailers range from 80 months to 12 years. Estimates of salvage value at the expected date of trade-in or
sale are based on the expected market values of equipment at the time of disposal. We consider our experience with similar
assets, conditions in the used revenue equipment market and operational information such as average annual miles. We
believe that these methods properly spread the costs over the useful life of the assets. We continually monitor the adequacy
of the lives and salvage values used in calculating depreciation expense and adjust these assumptions appropriately when
warranted. We review our long-lived assets for impairment whenever events or circumstances indicate the carrying amount
of a long-lived asset may not be recoverable. An impairment loss would be recognized if the carrying amount of the long-
lived asset is not recoverable and the carrying amount exceeds its fair value.
• Estimates of accrued liabilities for insurance and claims for liability and physical damage losses and workers’
compensation. The insurance and claims accruals (current and non-current) are recorded at the estimated ultimate payment
amounts and are based upon individual case estimates (including negative development) and estimates of incurred-but-
not-reported losses using loss development factors based upon past experience. An actuary reviews our undiscounted self-
insurance reserves for bodily injury and property damage claims and workers’ compensation claims at year-end. The actual
cost to settle our self-insured claim liabilities can differ from our reserve estimates because of a number of uncertainties,
including the inherent difficulty in estimating the severity of a claim and the potential amount to defend and settle a claim.
• Accounting for income taxes. Significant management judgment is required to determine (i) the provision for income taxes,
(ii) whether deferred income taxes will be realized in full or in part and (iii) the liability for unrecognized tax benefits
related to uncertain tax positions. Deferred income tax assets and liabilities are measured using enacted tax rates that are
expected to apply to taxable income in the years when those temporary differences are expected to be recovered or settled.
When it is more likely that all or some portion of specific deferred income tax assets will not be realized, a valuation
allowance must be established for the amount of deferred income tax assets that are determined not to be realizable. We
believe that we have adequately provided for our future tax consequences based upon current facts and circumstances and
current tax law. However, should our positions be challenged, different outcomes could result and have a significant impact
on our results of operations.
Inflation:
Inflation may impact our operating costs. A prolonged inflation period could cause rises in interest rates, fuel, wages and other
costs. These inflationary increases could adversely affect our results of operations unless freight rates could be increased
correspondingly. However, the effect of inflation has been minimal over the past three years.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates, commodity prices and foreign currency exchange rates.
Commodity Price Risk
The price and availability of diesel fuel are subject to fluctuations attributed to changes in the level of global oil production, refining
capacity, seasonality, weather and other market factors. Historically, we have recovered a majority, but not all, of fuel price increases
from customers in the form of fuel surcharges. We implemented customer fuel surcharge programs with most of our customers to
offset much of the higher fuel cost per gallon. However, we do not recover all of the fuel cost increase through these surcharge
programs. We cannot predict the extent to which fuel prices will increase or decrease in the future or the extent to which fuel
surcharges could be collected. As of December 31, 2016, we had no derivative financial instruments to reduce our exposure to
fuel price fluctuations.
Foreign Currency Exchange Rate Risk
We conduct business in several foreign countries, including Mexico, Canada, China and Australia. To date, most foreign revenues
are denominated in U.S. Dollars, and we receive payment for foreign freight services primarily in U.S. Dollars to reduce direct
foreign currency risk. Assets and liabilities maintained by a foreign subsidiary company in the local currency are subject to foreign
exchange gains or losses. Foreign currency translation gains and losses primarily relate to changes in the value of revenue equipment
owned by a subsidiary in Mexico, whose functional currency is the Peso. Foreign currency translation losses were $4.2 million
in 2016, $3.9 million in 2015, and $3.6 million in 2014 and were recorded in accumulated other comprehensive loss within
stockholders’ equity in the Consolidated Balance Sheets. The exchange rate between the Mexican Peso and the U.S. Dollar was
24
20.66 Pesos to $1.00 at December 31, 2016 compared to 17.21 Pesos to $1.00 at December 31, 2015 and 14.72 Pesos to $1.00 at
December 31, 2014.
Interest Rate Risk
We manage interest rate exposure through a mix of variable rate debt and interest rate swap agreements. We had $75.0 million of
debt outstanding at December 31, 2016, for which the interest rate is effectively fixed at 2.5% through September 2019 with an
interest rate swap agreement to reduce our exposure to interest rate increases.
We had $105.0 million of variable rate debt outstanding at December 31, 2016. Interest rates on the variable rate debt and our
unused credit facilities are based on the LIBOR (see Contractual Obligations and Commercial Commitments). Assuming this level
of borrowings, a hypothetical one percentage point increase in the LIBOR interest rate would increase our annual interest expense
by approximately $1.1 million.
25
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Werner Enterprises, Inc.:
We have audited the accompanying consolidated balance sheets of Werner Enterprises, Inc. and subsidiaries (the Company) as of
December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, stockholders’ equity,
and cash flows for each of the years in the three-year period ended December 31, 2016. In connection with our audits of the
consolidated financial statements, we have also audited the financial statement schedule listed in Item 15(a)(2) of this Form 10-K.
These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based
on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Werner Enterprises, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash
flows for each of the years in the three-year period ended December 31, 2016, in conformity with U.S. generally accepted accounting
principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
Werner Enterprises, Inc.’s internal control over financial reporting as of December 31, 2016, based on criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated February 23, 2017 expressed an unqualified opinion on the effectiveness of the
Company’s internal control over financial reporting.
Omaha, Nebraska
February 23, 2017
/s/ KPMG LLP
26
WERNER ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Operating revenues
Operating expenses:
Salaries, wages and benefits
Fuel
Supplies and maintenance
Taxes and licenses
Insurance and claims
Depreciation
Rent and purchased transportation
Communications and utilities
Other
Total operating expenses
Operating income
Other expense (income):
Interest expense
Interest income
Other
Total other income
Income before income taxes
Income taxes
Net income
Earnings per share:
Basic
Diluted
Weighted-average common shares outstanding:
Basic
Diluted
Years Ended December 31,
2016
2015
2014
$ 2,008,991
$ 2,093,529
$ 2,139,289
636,112
155,042
171,397
85,547
83,866
209,728
512,296
16,106
12,827
1,882,921
126,070
2,577
(4,158)
191
(1,390)
127,460
48,331
79,129
1.10
1.09
72,057
72,393
$
$
$
$
$
$
639,908
204,583
190,114
89,646
80,848
193,209
480,624
15,121
(980)
1,893,073
200,456
1,974
(2,875)
196
(705)
201,161
77,447
123,714
1.72
1.71
71,957
72,556
584,006
346,058
188,437
85,468
80,375
176,984
498,782
14,220
4,871
1,979,201
160,088
881
(2,538)
(29)
(1,686)
161,774
63,124
98,650
1.37
1.36
72,122
72,738
$
$
$
See Notes to Consolidated Financial Statements.
27
WERNER ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net income
Other comprehensive income (loss):
Foreign currency translation adjustments
Change in fair value of interest rate swap
Other comprehensive income (loss)
Comprehensive income
Years Ended December 31,
2016
2015
2014
$
79,129
$
123,714
$
98,650
(4,191)
337
(3,854)
75,275
$
(3,930)
242
(3,688)
120,026
$
(3,564)
(1,180)
(4,744)
93,906
$
See Notes to Consolidated Financial Statements.
28
WERNER ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, trade, less allowance of $9,183 and $10,298, respectively
Other receivables
Inventories and supplies
Prepaid taxes, licenses and permits
Income taxes receivable
Other current assets
Total current assets
Property and equipment, at cost:
Land
Buildings and improvements
Revenue equipment
Service equipment and other
Total property and equipment
Less – accumulated depreciation
Property and equipment, net
Other non-current assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Current portion of long-term debt
Insurance and claims accruals
Accrued payroll
Other current liabilities
Total current liabilities
Long-term debt, net of current portion
Other long-term liabilities
Insurance and claims accruals, net of current portion
Deferred income taxes
Commitments and contingencies
Stockholders’ equity:
December 31,
2016
2015
$
16,962
$
31,833
261,372
251,023
15,168
12,768
15,374
21,497
29,987
17,241
16,415
15,657
20,052
27,281
373,128
379,502
56,261
148,443
34,356
134,595
1,676,070
1,530,617
229,217
209,032
2,109,991
1,908,600
747,353
754,130
1,362,638
1,154,470
57,237
51,675
$ 1,793,003
$ 1,585,647
$
66,618
$
70,643
20,000
83,404
26,189
18,650
214,861
160,000
16,711
113,875
292,769
—
64,106
25,233
23,720
183,702
75,000
19,832
125,195
246,264
Common stock, $0.01 par value, 200,000,000 shares authorized; 80,533,536 shares
issued; 72,166,969 and 71,998,750 shares outstanding, respectively
Paid-in capital
Retained earnings
Accumulated other comprehensive loss
Treasury stock, at cost; 8,366,567 and 8,534,786 shares, respectively
Total stockholders’ equity
Total liabilities and stockholders’ equity
805
805
101,035
102,734
1,084,796
(16,917)
(174,932)
994,787
1,022,966
(13,063)
(177,788)
935,654
$ 1,793,003
$ 1,585,647
See Notes to Consolidated Financial Statements.
29
WERNER ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Years Ended December 31,
2016
2015
2014
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
$
79,129
$ 123,714
$
98,650
Depreciation
Deferred income taxes
Gain on disposal of property and equipment
Non-cash equity compensation
Insurance and claims accruals, net of current portion
Other
Changes in certain working capital items:
Accounts receivable, net
Other current assets
Accounts payable
Other current liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Additions to property and equipment
Proceeds from sales of property and equipment
Decrease in notes receivable
Other
Net cash used in investing activities
Cash flows from financing activities:
Repayments of short-term debt
Proceeds from issuance of short-term debt
Repayments of long-term debt
Proceeds from issuance of long-term debt
Payment of notes payable
Dividends on common stock
Repurchases of common stock
Tax withholding related to net share settlements of restricted stock awards
Stock options exercised
Excess tax benefits from equity compensation
Net cash provided by (used in) financing activities
Effect of exchange rate fluctuations on cash
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosures of cash flow information:
Interest paid
Income taxes paid
Supplemental schedule of non-cash investing activities:
Notes receivable issued upon sale of property and equipment
Issuance of notes payable
Change in fair value of interest rate swap
Property and equipment acquired included in accounts payable
Property and equipment disposed included in other receivables
209,728
44,632
(16,432)
2,381
(11,320)
(3,370)
(10,349)
4,979
(5,272)
18,291
312,397
193,209
38,442
(23,240)
4,361
1,750
9,103
15,704
9,455
7,256
(9,362)
370,392
176,984
5,038
(19,260)
6,070
(8,455)
1,107
(35,080)
(25,926)
(1,497)
8,934
206,565
(537,838)
108,231
19,353
—
(410,254)
(454,097)
102,614
19,517
(3,580)
(335,546)
(296,649)
84,355
14,390
(5,583)
(203,487)
(20,000)
40,000
(40,000)
125,000
(3,117)
(17,289)
—
(1,832)
370
238
83,370
(384)
(14,871)
31,833
16,962
2,470
4,673
25,449
—
337
1,874
155
$
$
$
(10,000)
10,000
—
—
(3,117)
(15,115)
(6,438)
(1,724)
846
556
(24,992)
(625)
9,229
22,604
31,833
1,978
35,205
36,060
—
242
627
21
(10,000)
10,000
(40,000)
75,000
—
(14,440)
(30,587)
(1,977)
7,012
1,324
(3,668)
(484)
(1,074)
23,678
22,604
820
76,849
14,385
6,233
(1,180)
2,067
—
$
$
$
$
$
$
See Notes to Consolidated Financial Statements.
30
WERNER ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share and per share
amounts)
BALANCE, December 31, 2013
Comprehensive income
Purchases of 1,200,000 shares of
common stock
Dividends on common stock ($0.20
per share)
Equity compensation activity,
524,448 shares, including excess tax
benefits
Non-cash equity compensation
expense
BALANCE, December 31, 2014
Comprehensive income
Purchases of 225,000 shares of
common stock
Dividends on common stock ($0.22
per share)
Equity compensation activity,
185,382 shares, including excess tax
benefits
Non-cash equity compensation
expense
BALANCE, December 31, 2015
Comprehensive income
Dividends on common stock ($0.24
per share)
Equity compensation activity,
168,219 shares, including excess tax
benefits
Non-cash equity compensation
expense
BALANCE, December 31, 2016
Common
Stock
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Total
Stockholders’
Equity
$
805
$
98,534
$
830,842
$
—
—
—
—
—
805
—
—
—
—
—
805
—
—
—
—
—
—
—
(2,801)
6,070
101,803
—
—
—
(3,430)
4,361
98,650
—
(14,407)
—
—
915,085
123,714
—
(15,833)
—
—
102,734
1,022,966
—
—
79,129
(17,299)
(4,080)
2,381
—
—
(4,631) $ (153,031) $
(4,744)
—
772,519
93,906
—
—
—
(30,587)
(30,587)
—
(14,407)
9,160
6,359
—
(9,375)
(3,688)
—
(174,458)
—
6,070
833,860
120,026
—
—
—
(6,438)
(6,438)
—
(15,833)
3,108
(322)
—
(13,063)
(3,854)
—
(177,788)
—
4,361
935,654
75,275
—
—
—
—
(17,299)
2,856
(1,224)
—
2,381
$
805
$
101,035
$ 1,084,796
$
(16,917) $ (174,932) $
994,787
See Notes to Consolidated Financial Statements.
31
WERNER ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business: Werner Enterprises, Inc. (the “Company”) is a truckload transportation and logistics company operating
under the jurisdiction of the U.S. Department of Transportation, similar governmental transportation agencies in the foreign
countries in which we operate and various U.S. state regulatory authorities. For the years ended December 31, 2016, 2015 and
2014, our ten largest customers comprised 43%, 45% and 41%, respectively, of our revenues. No single customer generated more
than 10% of the Company’s total revenues in 2016, 2015, and 2014.
Principles of Consolidation: The accompanying consolidated financial statements include the accounts of Werner Enterprises,
Inc. and our majority-owned subsidiaries. All significant intercompany accounts and transactions relating to these majority-owned
entities have been eliminated.
Use of Management Estimates: The preparation of consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and assumptions that affect the
(i) reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and (ii) reported amounts of revenues and expenses during the reporting period. The most significant estimates
that affect our financial statements include the useful lives and salvage values of property and equipment, accrued liabilities for
insurance and claims, estimates for income taxes and the allowance for doubtful accounts. Actual results could differ from those
estimates.
Cash and Cash Equivalents: We consider all highly liquid investments, purchased with a maturity of three months or less, to be
cash equivalents. Accounts at banks with an aggregate excess of the amount of checks issued over cash balances are included in
current liabilities in the Consolidated Balance Sheets, and changes in such accounts are reported as a financing activity in the
Consolidated Statements of Cash Flows.
Trade Accounts Receivable: We record trade accounts receivable at the invoiced amounts, net of an allowance for doubtful
accounts. The allowance for doubtful accounts is our estimate of the amount of probable credit losses and revenue adjustments in
our existing accounts receivable. We review the financial condition of customers for granting credit and determine the allowance
based on analysis of individual customers’ financial condition, historical write-off experience and national economic conditions.
We evaluate the adequacy of our allowance for doubtful accounts quarterly. Past due balances over 90 days and exceeding a
specified amount are reviewed individually for collectibility. Account balances are charged off against the allowance after all
means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off-balance-
sheet credit exposure related to our customers.
Inventories and Supplies: Inventories and supplies are stated at the lower of average cost or market and consist primarily of
revenue equipment parts, tires, fuel and supplies. Tires placed on new revenue equipment are capitalized as a part of the equipment
cost. Replacement tires are expensed when placed in service.
Property, Equipment, and Depreciation: Additions and improvements to property and equipment are capitalized at cost, while
maintenance and repair expenditures are charged to operations as incurred. Gains and losses on the sale or exchange of equipment
are recorded in other operating expenses.
Depreciation is calculated based on the cost of the asset, reduced by the asset’s estimated salvage value, using the straight-line
method. Accelerated depreciation methods are used for income tax purposes. The lives and salvage values assigned to certain
assets for financial reporting purposes are different than for income tax purposes. For financial reporting purposes, assets are
generally depreciated using the following estimated useful lives and salvage values:
Building and improvements
Tractors
Trailers
Service and other equipment
Lives
30 years
80 months
12 years
3-10 years
Salvage Values
0%
0%
$1,000
0%
During fourth quarter 2016, due to the weak used truck market, we reduced the estimated life of certain trucks to more rapidly
depreciate the trucks to their residual values. The effect of this change in accounting estimate was to increase 2016 depreciation
expense and decrease operating income by $4.1 million and decrease net income by $2.6 million, or approximately $0.04 per
diluted share. We expect depreciation expense for these trucks to continue at a similar higher level in first quarter 2017 and then
gradually decline as these trucks are sold in the first few quarters of 2017.
32
Long-Lived Assets: We review our long-lived assets for impairment whenever events or circumstances indicate the carrying
amount of a long-lived asset may not be recoverable. An impairment loss would be recognized if the carrying amount of the long-
lived asset is not recoverable and the carrying amount exceeds its fair value. For long-lived assets classified as held and used, the
carrying amount is not recoverable when the carrying value of the long-lived asset exceeds the sum of the future net cash flows.
We do not separately identify assets by operating segment because tractors and trailers are routinely transferred from one operating
fleet to another. As a result, none of our long-lived assets have identifiable cash flows from use that are largely independent of the
cash flows of other assets and liabilities. Thus, the asset group used to assess impairment would include all of our assets.
Insurance and Claims Accruals: Insurance and claims accruals (both current and non-current) reflect the estimated cost (including
estimated loss development and loss adjustment expenses) for (i) cargo loss and damage, (ii) bodily injury and property damage,
(iii) group health and (iv) workers’ compensation claims not covered by insurance. The costs for cargo, bodily injury and property
damage insurance and claims are included in insurance and claims expense in the Consolidated Statements of Income; the costs
of group health and workers’ compensation claims are included in salaries, wages and benefits expense. The insurance and claims
accruals are recorded at the estimated ultimate payment amounts. Such insurance and claims accruals are based upon individual
case estimates (including negative development) and estimates of incurred-but-not-reported losses using loss development factors
based upon past experience. Actual costs related to insurance and claims have not differed materially from estimated accrued
amounts for all years presented. An actuary reviews our undiscounted self-insurance reserves for bodily injury and property damage
claims and workers’ compensation claims at year-end.
For the years ended December 31, 2016, 2015, and 2014 our self-insured retention (“SIR”) and deductible amount for liability
claims is $2.0 million plus administrative expenses, for each occurrence involving bodily injury or property damage. We are also
responsible for varying annual aggregate amounts of liability for claims in excess of the SIR/deductible. Liability claims in excess
of these aggregates are covered under premium-based policies (issued by insurance companies) to coverage levels that our
management considers adequate. We are also responsible for administrative expenses for each occurrence involving bodily injury
or property damage.
Our SIR for workers’ compensation claims is $1.0 million per claim, with premium-based insurance coverage for claims exceeding
this amount. We also maintain a $27.3 million bond for the State of Nebraska and a $6.9 million bond for our workers’ compensation
insurance carrier.
Under these insurance arrangements, we maintained $25.8 million in letters of credit as of December 31, 2016.
Revenue Recognition: The Consolidated Statements of Income reflect recognition of operating revenues (including fuel surcharge
revenues) and related direct costs when the shipment is delivered. For shipments where a third-party capacity provider (including
independent contractors under contract with us) is utilized to provide some or all of the service and we (i) are the primary obligor
in regard to the shipment delivery, (ii) establish customer pricing separately from carrier rate negotiations, (iii) generally have
discretion in carrier selection and/or (iv) have credit risk on the shipment, we record both revenues for the dollar value of services
we bill to the customer and rent and purchased transportation expense for transportation costs we pay to the third-party provider
upon the shipment’s delivery. In the absence of the conditions listed above, we record revenues net of those expenses related to
third-party providers.
Derivative Financial Instrument: We manage our interest rate risk through an interest rate swap. The derivative financial
instrument is recognized in the Consolidated Balance Sheets at fair value. The effect on earnings from recognizing the fair value
of this derivative financial instrument depends on its intended use, its hedge designation, and its effectiveness in offsetting changes
in the fair value of the exposure it is hedging. Changes in the fair value of the instrument designated to reduce or eliminate adverse
fluctuations in the fair values of recognized assets and liabilities and unrecognized firm commitments are reported currently in
earnings along with changes in the fair values of the hedged items. Changes in the effective portion of the fair value of the instrument
used to reduce or eliminate adverse fluctuations in cash flows of anticipated or forecasted transactions is reported in equity as a
component of accumulated other comprehensive income (loss), net of income tax effects. Amounts in accumulated other
comprehensive income (loss) are reclassified to earnings when the related hedged items affect earnings or the anticipated
transactions are no longer probable. Amounts reported in earnings are classified consistent with the item being hedged.
Foreign Currency Translation: Local currencies are generally considered the functional currencies outside the United States.
Assets and liabilities are translated at year-end exchange rates for operations in local currency environments. Foreign revenues
and expense items denominated in the functional currency are translated at the average rates of exchange prevailing during the
year. Foreign currency translation adjustments reflect the changes in foreign currency exchange rates applicable to the net assets
of the foreign operations. Foreign currency translation adjustments are recorded in accumulated other comprehensive loss within
stockholders’ equity in the Consolidated Balance Sheets and as a separate component of comprehensive income in the Consolidated
Statements of Comprehensive Income.
33
Income Taxes: We use the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using the enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled.
In accounting for uncertain tax positions, we recognize the tax benefit from an uncertain tax position only if it is more likely than
not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a
greater than 50% likelihood of being realized upon ultimate settlement. We recognize interest and penalties directly related to
income tax matters in income tax expense.
Common Stock and Earnings Per Share: Basic earnings per share is computed by dividing net income by the weighted average
number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during
the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and restricted
stock awards. There are no differences in the numerators of our computations of basic and diluted earnings per share for any
periods presented. The computation of basic and diluted earnings per share is shown below (in thousands, except per share amounts).
Net income
Weighted average common shares outstanding
Dilutive effect of stock-based awards
Shares used in computing diluted earnings per share
Basic earnings per share
Diluted earnings per share
Years Ended December 31,
2016
2015
2014
$
$
$
79,129
$
123,714
$
72,057
336
72,393
1.10
1.09
$
$
71,957
599
72,556
1.72
1.71
$
$
98,650
72,122
616
72,738
1.37
1.36
There were no options to purchase shares of common stock that were outstanding during the periods indicated above that were
excluded from the computation of diluted earnings per share because the option purchase price was greater than the average market
price of the common shares during the period. Performance awards are excluded from the calculation of dilutive potential common
shares until the threshold performance conditions have been satisfied.
Equity Compensation: We have an equity compensation plan that provides for grants of non-qualified stock options, restricted
stock, restricted stock units and stock appreciation rights to our associates and directors. We apply the fair value method of
accounting for equity compensation awards. Issuances of stock upon an exercise of stock options or vesting of restricted stock are
made from treasury stock; shares reacquired to satisfy tax withholding obligations upon vesting of restricted stock are recorded
as treasury stock. Grants of stock options, restricted stock, and performance awards vest in increments, and we recognize
compensation expense over the requisite service period of each award. We accrue compensation expense for performance awards
for the estimated number of shares expected to be issued using the most current information available at the date of the financial
statements. If the performance objectives are not met, no compensation expense will be recognized, and any previously recognized
compensation expense will be reversed.
Comprehensive Income: Comprehensive income consists of net income and other comprehensive income (loss). Other
comprehensive income (loss) refers to revenues, expenses, gains and losses that are not included in net income, but rather are
recorded directly in stockholders’ equity. For the years ended December 31, 2016, 2015 and 2014, comprehensive income consists
of net income, foreign currency translation adjustments and change in fair value of interest rate swap.
New Accounting Pronouncements Adopted: In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes: Balance
Sheet Classification of Deferred Taxes,” which requires presentation of deferred tax assets and liabilities as non-current in the
balance sheet, which simplified the current guidance. Effective January 1, 2016, we early-adopted the guidance and retrospectively
adjusted the December 31, 2015 presentation by reclassifying $28.0 million of current deferred tax assets into the non-current
liability “Deferred income taxes.”
In April 2015, the FASB issued ASU No. 2015-3, “Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance
Costs,” which requires debt issuance costs to be recorded as a direct reduction of the debt liability on the balance sheet rather than
as an asset. The provisions of this update became effective for us as of January 1, 2016, and, upon adoption, had no material effect
on our consolidated financial position, results of operations or cash flows.
34
Accounting Standards Updates Not Yet Effective: On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from
Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the
transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S.
GAAP when it becomes effective. The FASB has also issued ASU No. 2016-08, 2016-10, 2016-11, and 2016-12 in 2016, with
additional guidance related to revenue recognition matters. In July 2015, the FASB voted to approve a one-year deferral of the
effective date of the new revenue recognition standard and to permit early adoption but no earlier than the original effective date
(annual periods beginning after December 15, 2016); such decisions were documented in the FASB’s ASU No. 2015-14 “Revenue
from Contracts with Customers (Topic 606): Deferral of the Effective Date.” As a result of the deferral, the new standard (as well
as ASU No. 2016-08, 2016-10, 2016-11 and 2016-12) will become effective for us beginning January 1, 2018. The standard permits
the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have
on our consolidated financial statements and related disclosures and have not yet selected a transition method. While we cannot
yet determine the quantitative impact on our consolidated financial statements, we currently expect the new standard to affect the
timing of revenue recognition. Today we recognize revenue and related direct costs when the shipment is delivered. The new
standard will require us to recognize revenue over time.
In July 2015, the FASB issued ASU No. 2015-11, “Inventory: Simplifying the Measurement of Inventory,” which requires inventory
to be recorded at the lower of cost and net realizable value (instead of lower of cost or market). The provisions of this update are
effective as of January 1, 2017, and are not expected to have a material effect on our consolidated financial position, results of
operations or cash flows, as nearly all of our inventory is recorded at cost.
In February 2016, the FASB issued ASU No. 2016-02, “Leases,” to increase transparency and comparability by recognizing lease
assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The provisions of this
update are effective for fiscal years beginning after December 15, 2018. We are evaluating the effect that ASU No. 2016-02 will
have on our consolidated financial position, results of operations and cash flows.
In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation: Improvements to Employee Share-
Based Payment Accounting,” to simplify several aspects of the accounting for share-based payment transactions, including the
income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.
The provisions of this update are effective for fiscal years beginning after December 15, 2016 and are not expected to have a
material effect on our consolidated financial position, results of operations, or cash flows.
In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts
and Cash Payments,” which addresses eight specific cash flow issues with the objective of reducing the existing diversity in
practice. The provisions of this update are effective for fiscal years beginning after December 15, 2017. We are evaluating the
effect that ASU No. 2016-15 will have on our consolidated cash flows.
In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows - (Topic 230) Restricted Cash (a Consensus
of the FASB Emerging Issues Task Force),” which requires an entity to include in its cash and cash-equivalent balances in the
statement of cash flows those amounts that are deemed to be restricted cash and restricted cash equivalents. The provisions of this
update are effective for fiscal years beginning after December 15, 2017. We are evaluating the effect ASU No. 2016-18 will have
on our consolidated cash flows and related disclosures.
Other ASUs not identified above and which are not effective until after December 31, 2016 are not expected to have a material
effect on our consolidated financial position, results of operations or cash flows.
(2) CREDIT FACILITIES
As of December 31, 2016, we had unsecured committed credit facilities with three banks as well as a term commitment with one
of these banks. We had with Wells Fargo Bank, N.A., a $100.0 million credit facility which will expire on July 12, 2020, and a
$75.0 million term commitment with principal due and payable on September 15, 2019. We had an unsecured line of credit of
$75.0 million with U.S. Bank, N.A., which will expire on July 13, 2020. We also had a $75.0 million credit facility with BMO
Harris Bank, N.A., which will expire on March 5, 2020. Borrowings under these credit facilities and term note bear variable interest
based on the London Interbank Offered Rate (“LIBOR”).
As of December 31, 2016 and 2015, our outstanding debt totaled $180.0 million and $75.0 million, respectively. We had $75.0
million outstanding under the term commitment at a variable rate of 1.30% as of December 31, 2016, which is effectively fixed
at 2.5% with an interest rate swap agreement, and we had an additional $105.0 million outstanding under the credit facilities at a
weighted average interest rate of 1.30%. Subsequent to the end of the year, in January 2017, we repaid $20.0 million of debt,
which we classified as current in the Consolidated Balance Sheets. The $325.0 million of borrowing capacity under our credit
facilities at December 31, 2016, is further reduced by $25.8 million in stand-by letters of credit under which we are obligated.
Each of the debt agreements includes, among other things, financial covenants requiring us (i) not to exceed a maximum ratio of
total debt to total capitalization and/or (ii) not to exceed a maximum ratio of total funded debt to earnings before interest, income
35
taxes, depreciation and amortization (as such terms are defined in each credit facility). At December 31, 2016, we were in compliance
with these covenants.
At December 31, 2016, the aggregate future maturities of long-term debt by year are as follows (in thousands):
2017
2018
2019
2020
2021
Total
$ 20,000
—
75,000
85,000
—
$ 180,000
The carrying amounts of our long-term debt approximate fair value due to the duration of the notes and the variable interest rates.
(3) NOTES RECEIVABLE
We provide financing to some individuals who want to become independent contractors by purchasing a tractor from us and leasing
their services to us. We maintain a primary security interest in the tractor until the independent contractor pays the note balance
in full. Independent contractor notes receivable are included in other current assets and other non-current assets in the Consolidated
Balance Sheets. At December 31, notes receivable consisted of the following (in thousands):
Independent contractor notes receivable
Other notes receivable
Less current portion
Notes receivable – non-current
December 31,
2016
2015
$
$
46,831
$
5,189
52,020
14,590
37,430
$
38,450
7,474
45,924
11,597
34,327
We also provide financing to some individuals who attended our driver training schools. The student notes receivable are included
in other receivables and other non-current assets in the Consolidated Balance Sheets. At December 31, student notes receivable
consisted of the following (in thousands):
Student notes receivable
Allowance for doubtful student notes receivable
Total student notes receivable, net of allowance
Less current portion, net of allowance
Student notes receivable - non-current portion
December 31,
2016
2015
$
$
34,097
(15,682)
18,415
7,350
11,065
$
$
19,436
(8,622)
10,814
4,747
6,067
36
(4) INCOME TAXES
Income tax expense consisted of the following (in thousands):
Years Ended December 31,
2016
2015
2014
Current:
Federal
State
Foreign
Deferred:
Federal
State
$
237
$
32,090
$
2,928
534
3,699
42,895
1,737
44,632
5,665
1,250
39,005
33,912
4,530
38,442
Total income tax expense
$
48,331
$
77,447
$
51,260
6,606
220
58,086
4,503
535
5,038
63,124
The effective income tax rate differs from the federal corporate tax rate of 35% in 2016, 2015 and 2014 as follows (in thousands):
Tax at statutory rate
State income taxes, net of federal tax benefits
Non-deductible meals and entertainment
Income tax credits
Other, net
Total income tax expense
Years Ended December 31,
2016
2015
2014
$
$
44,611
$
70,406
$
3,032
1,549
(1,900)
1,039
6,627
1,687
(1,700)
427
48,331
$
77,447
$
56,621
4,641
1,497
(1,600)
1,965
63,124
At December 31, deferred tax assets and liabilities consisted of the following (in thousands):
Deferred tax assets:
Insurance and claims accruals
Compensation-related accruals
Allowance for uncollectible accounts
Other
Gross deferred tax assets
Deferred tax liabilities:
Property and equipment
Prepaid expenses
Other
Gross deferred tax liabilities
Net deferred tax liability
December 31,
2016
2015
$
74,015
$
10,056
6,135
4,168
94,374
377,093
7,737
2,313
387,143
$
292,769
$
71,285
10,187
6,138
6,291
93,901
330,580
7,229
2,356
340,165
246,264
Deferred tax assets are more likely than not to be realized as a result of historical profitability, future taxable income, and reversal
of deferred tax liabilities.
We recognized a $1.1 million decrease in the net liability for unrecognized tax benefits for the year ended December 31, 2016 and
a $0.6 million decrease for the year ended December 31, 2015. We accrued interest expense of $0.2 million during 2016 and $0.2
million during 2015, excluding from both years the reversal of accrued interest related to the adjustment of uncertain tax positions.
If recognized, $3.9 million of unrecognized tax benefits as of December 31, 2016 and $5.0 million as of December 31, 2015 would
impact our effective tax rate. Interest of $1.1 million as of December 31, 2016 and $1.4 million as of December 31, 2015 has been
37
reflected as a component of the total liability. We expect no other significant increases or decreases for uncertain tax positions
during the next twelve months. The reconciliations of beginning and ending gross balances of unrecognized tax benefits for 2016
and 2015 are shown below (in thousands).
Unrecognized tax benefits, beginning balance
Gross increases – tax positions in prior period
Gross decreases – tax positions in prior period
Gross increases – current-period tax positions
Settlements
Unrecognized tax benefits, ending balance
December 31,
2016
2015
$
$
7,717
$
236
(217)
473
(2,154)
6,055
$
8,583
229
—
769
(1,864)
7,717
We file U.S. federal income tax returns, as well as income tax returns in various states and several foreign jurisdictions. The years
2013 through 2015 are open for examination by the U.S. Internal Revenue Service (“IRS”), and various years are open for
examination by state and foreign tax authorities. In fourth quarter 2016, the IRS completed its audit of our amended 2011 federal
income tax return with no additional taxes or penalties due. State and foreign jurisdictional statutes of limitations generally range
from three to four years.
(5) DERIVATIVE FINANCIAL INSTRUMENT
In the normal course of business we are subject to risk from adverse fluctuations in foreign exchange and interest rates and
commodity prices. We manage our risks for interest rate changes through use of an interest rate swap. At December 31, 2016, we
had one interest rate swap outstanding, which matures in September 2019, with a notional value of $75.0 million and a pre-tax
fair value loss of $1.0 million. The counterparty to this contract is a major financial institution. We are exposed to credit loss in
the event of non-performance by the counterparty. We do not use derivative instruments for trading or speculative purposes and
have no derivative financial instruments to reduce our exposure to fuel price fluctuations.
Our objective in managing exposure to interest rate risk is to limit the impact on earnings and cash flow. The extent to which we
use such instruments is dependent on our access to these contracts in the financial markets and our success using other methods.
Our outstanding derivative financial instrument is recognized as an other long-term liability in the Consolidated Balance Sheets
at fair value. The interest rate swap is accounted for as a cash flow hedging instrument. At inception, we formally designated and
documented the financial instrument as a hedge of a specific underlying exposure, the risk management objective, and the manner
in which effectiveness of the hedge will be assessed. We formally assess, both at inception and at each reporting period thereafter,
whether the derivative financial instrument is effective in offsetting changes in cash flows of the related underlying exposure. All
changes in fair value of outstanding derivatives in cash flow hedges, except any ineffective portion, are recorded in other
comprehensive income until earnings are impacted by the hedged transaction. Classification of the gain or loss in the Consolidated
Statements of Income upon release from comprehensive income is the same as that of the underlying exposure. Any ineffective
portion of the change in fair value of the instruments is recognized immediately in earnings.
We will discontinue the use of hedge accounting prospectively when (i) the derivative instrument is no longer effective in offsetting
changes in fair value or cash flows of the underlying hedged item; (ii) the derivative instrument expires, is sold, terminated, or
exercised; or (iii) designating the derivative instrument as a hedge is no longer appropriate.
Should we discontinue hedge accounting because it is no longer probable that an anticipated transaction will occur in the originally
expected period, or within an additional two-month period thereafter, changes to fair value accumulated in other comprehensive
income are recognized immediately in earnings.
FASB ASC 815-10 requires companies to recognize the derivative instrument as an asset or a liability at fair value in the statement
of financial position. Fair value of the derivative instrument is required to be measured under the FASB’s Fair Value Measurements
and Disclosures guidance, which establishes a hierarchy that distinguishes between market participant assumptions based on
market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and
2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified
within Level 3 of the hierarchy). Level 1 inputs use quoted prices (unadjusted) in active markets for identical assets or liabilities
that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for
the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability, which are typically
based on an entity’s own assumptions, as there is little, if any, related market activity. The fair value of our interest rate swap is
based on Level 2 inputs.
38
(6) EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS
Equity Plan
The Werner Enterprises, Inc. Amended and Restated Equity Plan (the “Equity Plan”), approved by the Company’s shareholders,
provides for grants to employees and non-employee directors of the Company in the form of nonqualified stock options, restricted
stock and units (“restricted awards”), performance awards and stock appreciation rights. The Board of Directors or the
Compensation Committee of our Board of Directors determines the terms of each award, including the type, recipients, number
of shares subject to and vesting conditions of each award. No awards of stock appreciation rights have been issued under the Equity
Plan to date. The maximum number of shares of common stock that may be awarded under the Equity Plan is 20,000,000 shares.
The maximum aggregate number of shares that may be awarded to any one person in any one calendar year under the Equity Plan
is 500,000. As of December 31, 2016, there were 7,539,292 shares available for granting additional awards.
Equity compensation expense is included in salaries, wages and benefits within the Consolidated Statements of Income. As of
December 31, 2016, the total unrecognized compensation cost related to non-vested equity compensation awards was approximately
$5.8 million and is expected to be recognized over a weighted average period of 2.3 years. The following table summarizes the
equity compensation expense and related income tax benefit recognized in the Consolidated Statements of Income (in thousands):
Stock options:
Pre-tax compensation expense
Tax benefit
Stock option expense, net of tax
Restricted awards:
Pre-tax compensation expense
Tax benefit
Restricted stock expense, net of tax
Performance awards:
Pre-tax compensation expense
Tax benefit
Performance award expense, net of tax
Years Ended December 31,
2016
2015
2014
$
$
$
$
$
$
(25) $
(9)
(16) $
2,337
886
1,451
167
63
104
$
$
$
$
30
11
19
1,875
722
1,153
2,514
968
1,546
$
$
$
$
$
$
116
46
70
4,134
1,622
2,512
1,859
724
1,135
We do not have a formal policy for issuing shares upon an exercise of stock options or vesting of restricted and performance
awards. Such shares are generally issued from treasury stock. From time to time, we repurchase shares of our common stock, the
timing and amount of which depends on market and other factors. Historically, the shares acquired from such repurchases have
provided us with sufficient quantities of stock to issue for equity compensation. Based on current treasury stock levels, we do not
expect to repurchase additional shares specifically for equity compensation during 2017.
Stock Options
Stock options are granted at prices equal to the market value of the common stock on the date the option award is granted. Option
awards currently outstanding become exercisable in installments from 24 to 72 months after the date of grant. The options are
exercisable over a period not to exceed ten years and one day from the date of grant. The following table summarizes stock option
activity for the year ended December 31, 2016:
Outstanding at beginning of period
Granted
Exercised
Forfeited
Expired
Outstanding at end of period
Exercisable at end of period
Number of
Options
(in thousands)
Weighted
Average
Exercise
Price ($)
Weighted
Average
Remaining
Contractual
Term
(Years)
Aggregate
Intrinsic Value
(in thousands)
$
192
—
(19)
(2)
—
171
166
18.29
—
18.82
22.28
—
18.19
18.07
39
1.87
1.78
$
$
1,497
1,475
We did not grant any stock options during the years ended December 31, 2016, 2015 and 2014. The fair value of stock option
grants is estimated using a Black-Scholes valuation model. The total intrinsic value of stock options exercised was as follows (in
thousands):
2016
2015
2014
$
119
655
3,687
Restricted Awards
Restricted stock entitles the holder to shares of common stock when the award vests. Restricted stock units entitle the holder to a
combination of cash or stock equal to the value of common stock when the unit vests. The value of these shares may fluctuate
according to market conditions and other factors. Restricted awards currently outstanding vest over periods ranging from 12 to
84 months from the grant date of the award. The restricted awards do not confer any voting or dividend rights to recipients until
such shares vest and do not have any post-vesting sales restrictions. The following table summarizes restricted award activity for
the year ended December 31, 2016:
Nonvested at beginning of period
Granted
Vested
Forfeited
Nonvested at end of period
Number of
Restricted
Awards (in
thousands)
Weighted
Average Grant
Date Fair
Value ($)
$
445
67
(159)
(60)
293
24.32
26.54
22.95
22.35
25.98
We estimate the fair value of restricted awards based upon the market price of the underlying common stock on the date of grant,
reduced by the present value of estimated future dividends because the awards are not entitled to receive dividends prior to vesting.
Our estimate of future dividends is based on the most recent quarterly dividend rate at the time of grant, adjusted for any known
future changes in the dividend rate. Cash settled restricted stock units are recorded as a liability within the Consolidated Balance
Sheets and are adjusted to fair value each reporting period.
The total fair value of previously granted restricted awards vested during the years ended December 31, 2016, 2015, and 2014
was $4.3 million, $4.5 million, and $5.8 million, respectively. We withheld shares based on the closing stock price on the vesting
date to settle the employees’ minimum statutory obligation for the applicable income and other employment taxes. Total cash
remitted for the employees’ tax obligations to the relevant taxing authorities is reflected as a financing activity within the
Consolidated Statements of Cash Flows, and the shares withheld to satisfy the minimum tax withholding obligations were recorded
as treasury stock.
Performance Awards
Performance awards entitle the recipient to shares of common stock upon attainment of performance objectives as pre-established
by the Compensation Committee. If the performance objectives are achieved, performance awards currently outstanding vest,
subject to continued employment, over periods ranging from 12 to 60 months from the grant date of the award. The performance
awards do not confer any voting or dividend rights to recipients until such shares vest and do not have any post-vesting sales
restrictions. The following table summarizes performance award activity for the year ended December 31, 2016:
Nonvested at beginning of period
Granted
Vested
Forfeited
Nonvested at end of period
Number of
Performance Awards (in
thousands)
Weighted
Average Grant
Date Fair
Value ($)
258
$
110
(60)
(184)
124
27.23
26.53
27.11
26.78
27.33
The 2016 performance awards are earned based upon the level of attainment by the Company of specified performance objectives
related to earnings per share for the fiscal year. In February 2017, the Compensation Committee determined the 2016 fiscal year
40
results fell below the threshold level; thus, no shares of common stock were earned, and the shares not earned are included in the
forfeited shares in the activity table above. In February 2016, the Compensation Committee determined the 2015 fiscal year
performance objectives were achieved at a level above the target level, and the additional shares earned above the target are included
in the granted shares in the activity table above.
We estimate the fair value of performance awards based upon the market price of the underlying common stock on the date of
grant, reduced by the present value of estimated future dividends because the awards are not entitled to receive dividends prior to
vesting. Our estimate of future dividends is based on the most recent quarterly dividend rate at the time of grant, adjusted for any
known future changes in the dividend rate.
The vesting date fair value of the performance awards vested during the years ended December 31, 2016 and December 31, 2015
was $1.6 million and $1.1 million, respectively. We withheld shares based on the closing stock price on the vesting date to settle
the employees’ minimum statutory obligation for the applicable income and other employment taxes. Total cash remitted for
employees’ tax obligations to the relevant taxing authorities is reflected as a financing activity within the Consolidated Statements
of Cash Flows, and the shares withheld to satisfy the minimum tax withholding obligations are recorded as treasury stock.
Employee Stock Purchase Plan
Employee associates that meet certain eligibility requirements may participate in our Employee Stock Purchase Plan (the “Purchase
Plan”). Eligible participants designate the amount of regular payroll deductions and/or a single annual payment (each subject to
a yearly maximum amount) that is used to purchase shares of our common stock on the over-the-counter market. The maximum
annual contribution amount is currently $20,000. These purchases are subject to the terms of the Purchase Plan. We contribute an
amount equal to 15% of each participant’s contributions under the Purchase Plan. Interest accrues on Purchase Plan contributions
at a rate of 5.25% until the purchase is made. We pay the broker’s commissions and administrative charges related to purchases
of common stock under the Purchase Plan. Our contributions for the Purchase Plan were as follows (in thousands):
2016
2015
2014
$
183
182
188
401(k) Retirement Savings Plan
We have an Employees’ 401(k) Retirement Savings Plan (the “401(k) Plan”). Associates are eligible to participate in the 401(k)
Plan if they have been continuously employed with us or one of our subsidiaries for six months or more. We match a portion of
each associate’s 401(k) Plan elective deferrals. Salaries, wages and benefits expense in the accompanying Consolidated Statements
of Income includes our 401(k) Plan contributions and administrative expenses, which were as follows (in thousands):
2016
2015
2014
$
2,113
2,041
1,812
Nonqualified Deferred Compensation Plan
The Executive Nonqualified Excess Plan (the “Excess Plan”) is our nonqualified deferred compensation plan for the benefit of
eligible key managerial associates whose 401(k) Plan contributions are limited because of IRS regulations affecting highly
compensated associates. Under the terms of the Excess Plan, participants may elect to defer compensation on a pre-tax basis within
annual dollar limits we establish. At December 31, 2016, there were 48 participants in the Excess Plan. Although our current
intention is not to do so, we may also make matching credits and/or profit sharing credits to participants’ accounts as we so
determine each year. Each participant is fully vested in all deferred compensation and earnings; however, these amounts are subject
to general creditor claims until distributed to the participant. Under current federal tax law, we are not allowed a current income
tax deduction for the compensation deferred by participants, but we are allowed a tax deduction when a distribution payment is
made to a participant from the Excess Plan. The accumulated benefit obligation is included in other long-term liabilities in the
Consolidated Balance Sheets. We purchased life insurance policies to fund the future liability. The aggregate market value of the
life insurance policies is included in other non-current assets in the Consolidated Balance Sheets.
The accumulated benefit obligation and aggregate market value of the life insurance policies were as follows (in thousands):
Accumulated benefit obligation
Aggregate market value
41
December 31,
2016
2015
$
$
6,920
5,821
7,068
6,216
(7) COMMITMENTS AND CONTINGENCIES
We have committed to property and equipment purchases of approximately $83.8 million at December 31, 2016.
We are involved in certain claims and pending litigation arising in the ordinary course of business. The majority of these claims
relate to bodily injury, property damage, cargo and workers’ compensation incurred in the transportation of freight, as well as
certain class action litigation related to personnel and employments matters. We accrue for the uninsured portion of contingent
losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss
can be reasonably estimated. Based on the knowledge of the facts, management believes the resolution of claims and pending
litigation, taking into account existing reserves, will not have a material adverse effect on our consolidated financial statements.
Moreover, the results of complex legal proceedings are difficult to predict and our view of these matters may change in the future
as the litigation and related events unfold.
We are involved in class action litigation in the U.S. District Court for the District of Nebraska, in which the plaintiffs allege that
we owe drivers for unpaid wages under the Fair Labor Standards Act (FLSA) and the Nebraska Wage Payment and Collection
Act and that we failed to pay minimum wage per hour for drivers in our student driver training program, related to short break
time and sleeper berth time. The period covered by this class action suit dates back to 2008 through March 2014. In August 2015,
the court denied our motion for summary judgment and granted the plaintiff’s motion for summary judgment, ruling in plaintiff’s
favor on both theories of liability (short breaks and sleeper berth time). During second quarter 2016, the court issued two rulings,
the first of which dismissed plaintiff’s claims under the Nebraska Wage Payment and Collection Act (but not the FLSA) and the
second of which granted our motion to strike plaintiff’s untimely damages calculations. As a result, we reduced our accrual in
second quarter 2016, and we had a $1.2 million estimated liability at December 31, 2016 related to the short break matter. In
February 2017, the court revised the decision from August 2015 and denied summary judgment to the plaintiffs on the sleeper
berth issue. In doing so, the court also ruled that the Company had not willfully violated the law on the sleeper berth claim and
dismissed the liquidated damages portion of the case, related to the sleeper berth claim. Based on the knowledge of the facts related
to the sleeper berth matter, management does not currently believe a loss is probable, thus we have not accrued for the sleeper
berth matter. We are currently unable to determine the possible loss or range of loss. We intend to vigorously defend the merits of
these claims and to appeal any adverse verdict in this case.
We are also involved in certain class action litigation in which the plaintiffs allege claims for failure to provide meal and rest
breaks, unpaid wages, unauthorized deduction and other items. Based on the knowledge of the facts, management does not currently
believe the outcome of the litigation is likely to have a material adverse effect on our financial position or results of operations.
However, the final disposition of these matters and the impact of such final disposition cannot be determined at this time.
(8) RELATED PARTY TRANSACTIONS
The Company leases land from a trust in which the Company’s principal stockholder is the sole trustee. The annual rent payments
under this lease are $1.00 per year. The Company is responsible for all real estate taxes and maintenance costs related to the
property, which were $50,000 in 2016 and are recorded as expenses in the Consolidated Statements of Income. The Company has
made leasehold improvements to the land totaling approximately $6.6 million for facilities used for business meetings and customer
promotion.
(9) SEGMENT INFORMATION
We have two reportable segments – Truckload Transportation Services (“Truckload”) and Werner Logistics (formerly Value Added
Services).
The Truckload segment consists of two operating units, One-Way Truckload and Specialized Services, that are aggregated because
they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment
reporting. One-Way Truckload is comprised of the following operating fleets: (i) the medium-to-long-haul van (“Van”) fleet
transports a variety of consumer nondurable products and other commodities in truckload quantities over irregular routes using
dry van trailers; (ii) the expedited (“Expedited”) fleet provides time-sensitive truckload services utilizing driver teams; and (iii) the
regional short-haul (“Regional”) fleet provides comparable truckload van service within geographic regions across the United
States. Specialized Services (primarily Dedicated) provides truckload services dedicated to a specific customer, generally for a
retail distribution center or manufacturing facility, including services for products requiring specialized trailers such as flatbed or
temperature-controlled trailers. Revenues for the Truckload segment include a small amount of non-trucking revenues which
consist primarily of the intra-Mexico portion of cross-border shipments delivered to or from Mexico where we utilize a third-party
capacity provider.
42
The Werner Logistics segment generates the majority of our non-trucking revenues through four operating units that provide non-
trucking services to our customers. These four Werner Logistics operating units are as follows: (i) truck brokerage (“Brokerage”)
uses contracted carriers to complete customer shipments; (ii) freight management (“Freight Management”) offers a full range of
single-source logistics management services and solutions; (iii) the intermodal (“Intermodal”) unit offers rail transportation through
alliances with rail and drayage providers as an alternative to truck transportation; and (iv) Werner Global Logistics international
(“WGL”) provides complete management of global shipments from origin to destination using a combination of air, ocean, truck
and rail transportation modes.
We generate other revenues from our driver training schools, transportation-related activities such as third-party equipment
maintenance and equipment leasing, and other business activities. None of these operations meets the quantitative reporting
thresholds. As a result, these operations are grouped in “Other” in the tables below. “Corporate” includes revenues and expenses
that are incidental to our activities and are not attributable to any of our operating segments, including gains and losses on sales
of assets not attributable to our operating segments. We do not prepare separate balance sheets by segment and, as a result, assets
are not separately identifiable by segment. Inter-segment eliminations in the table below represent transactions between reporting
segments that are eliminated in consolidation.
The following table summarizes our segment information (in thousands):
Years Ended December 31,
2016
2015
2014
Revenues
Truckload Transportation Services
Werner Logistics
Other
Corporate
Subtotal
Inter-segment eliminations
Total
Operating Income
Truckload Transportation Services
Werner Logistics
Other
Corporate
Total
$
1,533,981
$
1,644,874
$
417,172
57,062
1,749
393,174
54,512
2,297
2,009,964
(973)
2,008,991
$
2,094,857
(1,328)
2,093,529
$
1,702,137
390,645
46,588
2,803
2,142,173
(2,884)
2,139,289
107,713
$
189,850
$
152,992
20,734
(6,177)
3,800
16,898
(7,513)
1,221
7,535
(3,991)
3,552
126,070
$
200,456
$
160,088
$
$
$
43
Information about the geographic areas in which we conduct business is summarized below (in thousands) as of and for the years
ended December 31, 2016, 2015 and 2014. Operating revenues for foreign countries include revenues for (i) shipments with an
origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a
foreign country, the revenues are attributed to the country of origin.
Revenues
United States
Foreign countries
Mexico
Other
Total foreign countries
Total
Long-lived Assets
United States
Foreign countries
Mexico
Other
Total foreign countries
Total
2016
2015
2014
$
1,760,214
$
1,821,026
$
1,857,624
183,058
65,719
248,777
191,453
81,050
272,503
187,124
94,541
281,665
2,008,991
$
2,093,529
$
2,139,289
1,341,703
$
1,134,433
$
989,815
$
$
20,614
321
20,935
19,879
158
20,037
23,734
233
23,967
$
1,362,638
$
1,154,470
$
1,013,782
We generate substantially all of our revenues within the United States or from North American shipments with origins or destinations
in the United States. No customer generated more than 10% of our total revenues for 2016, 2015 and 2014.
44
(10) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)
2016:
Operating revenues
Operating income
Net income
Basic earnings per share
Diluted earnings per share
(In thousands, except per share amounts)
2015:
Operating revenues
Operating income
Net income
Basic earnings per share
Diluted earnings per share
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
482,802
$
498,681
$
508,676
$
32,487
20,092
0.28
0.28
29,553
18,306
0.25
0.25
29,074
18,920
0.26
0.26
518,832
34,956
21,811
0.30
0.30
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
495,654
$
534,644
$
534,448
$
38,185
23,142
0.32
0.32
52,210
31,848
0.44
0.44
52,800
32,076
0.45
0.44
528,783
57,261
36,648
0.51
0.51
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
No disclosure under this item was required within the two most recent fiscal years ended December 31, 2016, or any subsequent
period, involving a change of accountants or disagreements on accounting and financial disclosure.
ITEM 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Exchange Act Rule 15d-15(e). Our disclosure controls and
procedures are designed to provide reasonable assurance of achieving the desired control objectives. Based upon that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at a
reasonable assurance level in enabling us to record, process, summarize and report information required to be included in our
periodic filings with the SEC within the required time period and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.
We have confidence in our internal controls and procedures. Nevertheless, our management, including the Chief Executive Officer
and Chief Financial Officer, does not expect that the internal controls or disclosure procedures and controls will prevent all errors
or intentional fraud. An internal control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of such internal controls are met. Further, the design of an internal control system must
reflect that resource constraints exist, and the benefits of controls must be evaluated relative to their costs. Because of the inherent
limitations in all internal control systems, no evaluation of controls can provide absolute assurance that all control issues,
misstatements and instances of fraud, if any, have been prevented or detected.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control
over financial reporting is a process designed to provide reasonable assurance to our management and Board of Directors regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.
generally accepted accounting principles. Internal control over financial reporting includes (i) maintaining records that in
reasonable detail accurately and fairly reflect our transactions; (ii) providing reasonable assurance that transactions are recorded
as necessary for preparation of our financial statements; (iii) providing reasonable assurance that receipts and expenditures of
company assets are made in accordance with management authorization; and (iv) providing reasonable assurance that unauthorized
45
acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented
or detected on a timely basis.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
(i) changes in conditions may occur or (ii) the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016. This assessment
is based on the criteria for effective internal control described in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that our
internal control over financial reporting was effective as of December 31, 2016.
Management has engaged KPMG LLP (“KPMG”), the independent registered public accounting firm that audited the consolidated
financial statements included in this Form 10-K, to attest to and report on the effectiveness of our internal control over financial
reporting. KPMG’s report is included herein.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Werner Enterprises, Inc.:
We have audited Werner Enterprises, Inc.’s internal control over financial reporting as of December 31, 2016, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Werner Enterprises, Inc.’s management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion
on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Werner Enterprises, Inc. maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2016 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Werner Enterprises, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related
consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-
year period ended December 31, 2016, and our report dated February 23, 2017, expressed an unqualified opinion on those
consolidated financial statements.
Omaha, Nebraska
February 23, 2017
/s/ KPMG LLP
46
Changes in Internal Control over Financial Reporting
Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, concluded
that no changes in our internal control over financial reporting occurred during the quarter ended December 31, 2016 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
OTHER INFORMATION
During fourth quarter 2016, no information was required to be disclosed in a report on Form 8-K, but not reported.
PART III
Certain information required by Part III is omitted from this Form 10-K because we will file a definitive proxy statement pursuant
to Regulation 14A (the “Proxy Statement”) not later than 120 days after the end of the fiscal year covered by this Form 10-K, and
certain information included therein is incorporated herein by reference. Only those sections of the Proxy Statement which
specifically address the items set forth herein are incorporated by reference.
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item, with the exception of the Code of Corporate Conduct discussed below, is incorporated
herein by reference to our Proxy Statement.
Code of Corporate Conduct
We adopted our Code of Corporate Conduct, which is our code of ethics, that applies to our principal executive officer, principal
financial officer, principal accounting officer and all other officers, employee associates and directors. The Code of Corporate
Conduct is available on our website, www.werner.com under the “Investors” tab. We will post on our website any amendment to,
or waiver from, any provision of our Code of Corporate Conduct that applies to our Chief Executive Officer, Chief Financial
Officer or Chief Accounting Officer (if any) within four business days of any such event.
ITEM 11.
EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to our Proxy Statement.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information required by this Item, with the exception of the equity compensation plan information presented below, is
incorporated herein by reference to our Proxy Statement.
Equity Compensation Plan Information
The following table summarizes, as of December 31, 2016, information about compensation plans under which our equity securities
are authorized for issuance:
Plan Category
Equity compensation plans
approved by stockholders
Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(a)
588,410 (1)
(b)
$18.19 (2)
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
(c)
7,539,292
Includes 407,650 shares to be issued upon vesting of outstanding restricted stock awards.
(1)
(2) The weighted-average exercise price does not take into account the shares to be issued upon vesting of outstanding restricted stock awards, which have
no exercise price.
We do not have any equity compensation plans that were not approved by stockholders.
47
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated herein by reference to our Proxy Statement.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item is incorporated herein by reference to our Proxy Statement.
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements and Schedules.
(1) Financial Statements: See Part II, Item 8 hereof.
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Stockholders’ Equity
Notes to Consolidated Financial Statements
Page
26
27
28
29
30
31
32
(2) Financial Statement Schedules: The consolidated financial statement schedule set forth under the following caption
is included herein. The page reference is to the consecutively numbered pages of this report on Form 10-K.
Schedule II—Valuation and Qualifying Accounts
Page
50
Schedules not listed above have been omitted because they are not applicable or are not required or the information required to
be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
(3) Exhibits: The response to this portion of Item 15 is submitted as a separate section of this Form 10-K (see Exhibit
Index on pages 51 and 52).
ITEM 16.
FORM 10-K SUMMARY
Not applicable
48
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 23rd day of February, 2017.
WERNER ENTERPRISES, INC.
By:
/s/ Derek J. Leathers
Derek J. Leathers
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Position
Date
/s/ Clarence L. Werner
Clarence L. Werner
Executive Chairman and Director
February 23, 2017
/s/ Derek J. Leathers
President and Chief Executive Officer
February 23, 2017
Derek J. Leathers
(Principal Executive Officer)
/s/ Gregory L. Werner
Gregory L. Werner
Director
/s/ Michael L. Steinbach
Michael L. Steinbach
Director
/s/ Kenneth M. Bird, Ed.D.
Kenneth M. Bird, Ed.D.
Director
/s/ Patrick J. Jung
Patrick J. Jung
/s/ Duane K. Sather
Duane K. Sather
Director
Director
/s/ Dwaine J. Peetz, Jr., M.D.
Dwaine J. Peetz, Jr., M.D.
Director
/s/ Gerald H. Timmerman
Director
Gerald H. Timmerman
February 23, 2017
February 23, 2017
February 23, 2017
February 23, 2017
February 23, 2017
February 23, 2017
February 23, 2017
/s/ John J. Steele
John J. Steele
Executive Vice President, Treasurer
and Chief Financial Officer (Principal Financial Officer)
February 23, 2017
/s/ James L. Johnson
James L. Johnson
Executive Vice President, Chief Accounting Officer
and Corporate Secretary (Principal Accounting Officer)
February 23, 2017
49
SCHEDULE II
WERNER ENTERPRISES, INC.
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Year ended December 31, 2016:
Allowance for doubtful accounts
Year ended December 31, 2015:
Allowance for doubtful accounts
Year ended December 31, 2014:
Allowance for doubtful accounts
(In thousands)
Year ended December 31, 2016:
Allowance for doubtful student notes
Year ended December 31, 2015:
Allowance for doubtful student notes
Year ended December 31, 2014:
Allowance for doubtful student notes
Balance at
Beginning of
Period
Charged to
Costs and
Expenses
Write-offs
(Recoveries)
of Doubtful
Accounts
Balance at
End of
Period
$
$
$
$
$
$
10,298
10,017
9,939
Balance at
Beginning of
Period
8,622
17,603
14,948
$
$
$
$
$
$
(245) $
692
206
$
$
870
411
128
Charged to
Costs and
Expenses
Write-offs
(Recoveries)
of Doubtful
Accounts
19,019
12,595
15,336
$
$
$
11,959
21,576
12,681
$
$
$
$
$
$
9,183
10,298
10,017
Balance at
End of
Period
15,682
8,622
17,603
See report of independent registered public accounting firm.
50
Exhibit
Number
3(i)
3(ii)
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
11
21
23.1
31.1
31.2
EXHIBIT INDEX
Description
Incorporated by Reference to:
Restated Articles of Incorporation of Werner
Enterprises, Inc.
Exhibit 3(i) to the Company’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2007
Revised and Restated By-Laws of Werner
Enterprises, Inc.
Exhibit 3.1 to the Company’s Current Report on Form 8-K
dated May 10, 2016
Werner Enterprises, Inc. Amended and
Restated Equity Plan
Exhibit 10.1 to the Company’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2013
Non-Employee Director Compensation
Filed herewith
The Executive Nonqualified Excess Plan of
Werner Enterprises, Inc., as amended
Exhibit 10.1 to the Company’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2009
Named Executive Officer Compensation
Filed herewith
Lease Agreement, as amended February 8,
2007, between the Company and Clarence L.
Werner, Trustee of the Clarence L. Werner
Revocable Trust
License Agreement, dated February 8, 2007
between the Company and Clarence L.
Werner, Trustee of the Clarence L. Werner
Revocable Trust
Exhibit 10.5 to the Company’s Annual Report on Form
10-K for the year ended December 31, 2006
Exhibit 10.6 to the Company’s Annual Report on Form
10-K for the year ended December 31, 2006
Form of Notice of Grant of Nonqualified
Stock Option
Exhibit 10.1 to the Company’s Current Report on Form 8-K
dated November 29, 2007
Form of Restricted Stock Award Agreement
Exhibit 10.1 to the Company’s Current Report on Form 8-K
dated December 1, 2009
Form of Performance-Based Restricted Stock
Award Agreement
Exhibit 10.1 to the Company’s Current Report on Form 8-K
dated February 10, 2014
Severance Agreement and Release between
the Registrant and Greg Werner
Exhibit 10.1 to the Company’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2015
Separation Agreement between the Registrant
and James A. Mullen
Filed herewith
Statement Re: Computation of Per Share
Earnings
See Note 1 (Common Stock and Earnings Per Share) in the
Notes to Consolidated Financial Statements under Item 8
herein
Subsidiaries of the Registrant
Consent of KPMG LLP
Certification of the Chief Executive Officer
pursuant to Rules 13a-14(a) and 15d-14(a) of
the Securities Exchange Act of 1934 (Section
302 of the Sarbanes-Oxley Act of 2002)
Filed herewith
Filed herewith
Filed herewith
Certification of the Chief Financial Officer
pursuant to Rules 13a-14(a) and 15d-14(a) of
the Securities Exchange Act of 1934 (Section
302 of the Sarbanes-Oxley Act of 2002)
Filed herewith
51
Exhibit
Number
32.1
32.2
Description
Incorporated by Reference to:
Certification of the Chief Executive Officer
pursuant to 18 U.S.C. Section 1350 (Section
906 of the Sarbanes-Oxley Act of 2002)
Furnished herewith
Certification of the Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 (Section
906 of the Sarbanes-Oxley Act of 2002)
Furnished herewith
101.INS
XBRL Instance Document
Filed herewith
101.SCH
XBRL Taxonomy Extension Schema
Document
Filed herewith
101.CAL
XBRL Taxonomy Extension Calculation
Linkbase Document
Filed herewith
101.DEF
XBRL Taxonomy Extension Definition
Linkbase Document
Filed herewith
101.LAB
XBRL Taxonomy Extension Label Linkbase
Document
Filed herewith
101.PRE
XBRL Taxonomy Extension Presentation
Linkbase Document
Filed herewith
52
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002)
EXHIBIT 31.1
I, Derek J. Leathers, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Werner Enterprises, Inc.;
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;
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;
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)
b)
c)
d)
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;
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;
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
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)
b)
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
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 23, 2017
/s/ Derek J. Leathers
Derek J. Leathers
President and Chief Executive Officer
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002)
EXHIBIT 31.2
I, John J. Steele, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Werner Enterprises, Inc.;
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;
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;
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)
b)
c)
d)
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;
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;
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
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)
b)
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
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 23, 2017
/s/ John J. Steele
John J. Steele
Executive Vice President, Treasurer and Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Annual Report of Werner Enterprises, Inc. (the “Company”) on Form 10-K for the period ending December
31, 2016 (the “Report”), filed with the Securities and Exchange Commission, I, Derek J. Leathers, President and Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of my knowledge:
1.
2.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
February 23, 2017
/s/ Derek J. Leathers
Derek J. Leathers
President and Chief Executive Officer
EXHIBIT 32.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Annual Report of Werner Enterprises, Inc. (the “Company”) on Form 10-K for the period ending December
31, 2016 (the “Report”), filed with the Securities and Exchange Commission, I, John J. Steele, Executive Vice President, Treasurer
and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.
2.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
February 23, 2017
/s/ John J. Steele
John J. Steele
Executive Vice President, Treasurer and
Chief Financial Officer
INFORMATION
GLOBAL HEADQUARTERS
Werner Enterprises, Inc.
14507 Frontier Road
P.O. Box 45308
Omaha, Nebraska 68145-0308
Telephone: 402.895.6640
werner.com
email: werner@werner.com
ANNUAL MEETING
The Annual Meeting will be held on
Tuesday, May 9, 2017, at 10 a.m. CDT,
at the Embassy Suites Omaha-LaVista
Hotel and Conference Center,
12520 Westport Parkway,
LaVista, Nebraska.
STOCK LISTING
The company’s common stock trades on The NASDAQ
Global Select MarketSM under the symbol WERN.
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP
1212 North 96th Street, Suite 300
Omaha, Nebraska 68114-2274
STOCK TRANSFER AGENT AND REGISTRAR
Wells Fargo Bank, N.A.
Shareowner Services
P.O. Box 64854
St. Paul, Minnesota 55164-0854
Telephone: 800.468.9716
shareowneronline.com
BOARD OF DIRECTORS
EXECUTIVE OFFICERS
Clarence L. Werner, 79
Executive Chairman
Derek J. Leathers, 47
President and Chief Executive Officer
H. Marty Nordlund, 55
Senior Executive Vice President and Chief Operating Officer
John J. Steele, 59
Executive Vice President, Treasurer and Chief Financial Officer
Jim S. Schelble, 56
Executive Vice President and Chief Administrative Officer
James L. Johnson, 53
Executive Vice President, Chief Accounting Officer and
Corporate Secretary
Clarence L. Werner, 79
Executive Chairman. Founder of the Company.
Served on Board since inception in 1986.
Gregory L. Werner, 57
Director. Served on Board since 1994.
Michael L. Steinbach, 62
Owner - Steinbach Farms and Equipment Sales and
Steinbach Truck and Trailer.
Served on Board since 2002. (1) (3)
Kenneth M. Bird, Ed.D., 69
President and Chief Executive Officer - Avenue Scholars
Foundation.
Served on Board since 2002. (1) (2)
Patrick J. Jung, 69
Chief Operating Officer - Surdell & Partners LLC.
Served on Board since 2003. (1) (2)
Duane K. Sather, 72
Former President of Sather Trucking Corporation and
Former Chairman of Sathers Inc.
Served on Board since 2006. (1) (3)
Dwaine J. Peetz, Jr., M.D., 66
Former Thoracic Surgeon and Clinical Assistant Professor
of Surgery at Creighton University School of Medicine and
University of Nebraska Medical Center.
Served on Board since 2011. (1) (2) (3)
Gerald H. Timmerman, 77
President of Timmerman & Sons Feeding Co., Inc.
Served on Board since 2016.
(1) Serves on audit committee.
(2) Serves on compensation committee.
(3) Serves on nominating and corporate governance committee.
®
Werner.com l DriveWerner.com
Global Headquarters
14507 Frontier Road l P.O. Box 45308
Omaha, Nebraska l 68145-0308
402.895.6640 l 800.228.2240
Werner Enterprises, Inc. is a SmartWay© Transport partner