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                              August 19, 2021

       Derek J. Leathers
       Chairman, President and Chief Executive Officer
       Werner Enterprises, Inc.
       14507 Frontier Road
       Omaha NE 68138

                                                        Re: Werner Enterprises,
Inc.
                                                            Form 10-K for the
Fiscal Year ended December 31, 2020
                                                            Filed February 24,
2021
                                                            File No. 000-14690

       Dear Mr. Leathers:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year ended December 31, 2020

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Results of Operations, page 16

   1.                                                   We note that you
present a table on page 18, showing a measure of    Gross Margin    for
                                                        your Werner Logistics
segment, calculated as operating revenues less rent and purchased
                                                        transportation
expenses. However, given your disclosure on page 15, indicating that other
                                                        operating expenses
excluded from the measure include salaries, wages and benefits, and
                                                        your disclosure on page
46, explaining that assets have not been associated with your
                                                        segments without
addressing your attribution of depreciation and amortization to the
                                                        segments, it is unclear
whether your measure of    Gross Margin    reflects all costs that
                                                        would be attributable
to revenues from services in accordance with GAAP.

                                                        If your measure is
incomplete in this regard, you will need to either relabel the measure or
                                                        recalculate the measure
in accordance with GAAP; and if an incomplete measure is
 Derek J. Leathers
Werner Enterprises, Inc.
August 19, 2021
Page 2
         retained, you will need to provide a reconciliation to the most
directly comparable
         measure calculated in accordance with GAAP. Please refer to Item
10(e)(1)(i)(A), Item
         10(e)(1)(ii)(E), and Item 10(e)(1)(i)(B) of Regulation S-K. Please
address the concerns
         outlined above and submit an analysis depicting and explaining the
basis for your
         attribution of all operating expenses presented in your table on page
16 to your segments
         for the most recently completed fiscal year.
2.       We note that you identify various non-GAAP measures in your earnings
releases
         including, on a consolidated basis, adjusted operating income;
adjusted net income;
         adjusted diluted earnings per share; adjusted operating expenses;
adjusted income before
         income taxes; and adjusted income tax expense; and for the Truckload
Transportation
         Services segment, adjusted operating margin net of fuel; and for the
Werner Logistics
         segment, the gross margin and gross profit measures mentioned in the
preceding
         comment. We also note that you identify operating expenses as the most
comparable
         GAAP measure for the first three measures listed but do not identify a
corresponding
         GAAP measure or provide a reconciliation for any of the other
measures.

         Please explain your rationale in identifying operating expenses as the
most comparable
         GAAP measure to use in reconciling your various non-GAAP performance
measures, and
         how you considered the nature of financial activity reflected in these
measures in
         formulating your view. Please also explain why operating income would
not be more
         comparable than operating expenses to adjusted operating income; and
why net income
         would not be more comparable than operating expenses to adjusted net
income.

         We expect that you will need to reform these communications to
identify the most
         comparable GAAP financial measure for each non-GAAP measure, and to
provide a
         separate reconciliation for each non-GAAP measure to the most
comparable GAAP
         financial measure to comply with   244.100(a) of Regulation G. Please
submit the
         revisions that you propose to address these concerns.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Joseph Klinko at 202-551-3824 or Lily Dang at
202-551-3867 with any
questions.



FirstName LastNameDerek J. Leathers                           Sincerely,
Comapany NameWerner Enterprises, Inc.
                                                              Division of
Corporation Finance
August 19, 2021 Page 2                                        Office of Energy
& Transportation
FirstName LastName