8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 6, 2019

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

NEBRASKA	0-14690	47-0648386
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
14507 FRONTIER ROAD POST OFFICE BOX 45308 OMAHA, NEBRASKA		68145-0308
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (402) 895-6640

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

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

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

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company [ ]

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

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 6, 2019, the registrant issued a press release regarding, among other things, its financial results for the fourth quarter and year ended December 31, 2018. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

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

The press release furnished as Exhibit 99.1 to this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the registrant’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2017. For those reasons, undue reliance should not be placed on any forward-looking statement. The registrant assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits.

99.1Press release issued by the registrant on February 6, 2019, “Werner Enterprises Reports Fourth Quarter and Full Year 2018 Results”.

SIGNATURES

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

	WERNER ENTERPRISES, INC.
Date: February 6, 2019	By:	/s/ John J. Steele
		John J. Steele
		Executive Vice President, Treasurer and Chief Financial Officer
Date: February 6, 2019	By:	/s/ James L. Johnson
		James L. Johnson
		Executive Vice President, Chief Accounting Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

Werner Enterprises Reports Fourth Quarter and Full Year 2018 Results

Fourth Quarter 2018 Highlights (all metrics compared to fourth quarter 2017 unless otherwise noted)

• Total revenues of $646.4 million, up $79.0 million, or 14%

• Operating income of $74.9 million, up 66%; non-GAAP adjusted operating income of $73.6 million, up 63%

• Operating margin of 11.6%, up 370 basis points (bps); non-GAAP adjusted operating margin of 11.4%, up 350 bps

• Diluted EPS of $0.77, down 61%; non-GAAP adjusted diluted EPS of $0.75, up 79%

OMAHA, Neb., Feb. 6, 2019 -- Werner Enterprises, Inc. (NASDAQ: WERN), one of the nation’s largest transportation and logistics companies, today reported financial results for the fourth quarter and full year ended December 31, 2018.

Total revenues for the quarter increased 14% to $646.4 million versus the prior year quarter, primarily attributable to dedicated fleet expansion, logistics growth, higher contractual rates, increased customer project revenues and lane mix changes.

Operating income of $74.9 million increased $29.9 million, or 66%. Operating margin of 11.6% increased 370 basis points due to revenue increases that exceeded cost increases, which benefited from a newer fleet and low driver turnover. On a non-GAAP basis, adjusted operating income of $73.6 million increased $28.6 million, or 63%. Adjusted operating margin of 11.4% improved 350 basis points from 7.9% for the same quarter last year.

Interest expense of $0.9 million was $0.5 million higher than the same quarter a year ago due to slightly higher aggregate debt and a higher average interest rate. The effective income tax rate during the quarter was 26.8% compared to an adjusted 32.6% effective income tax rate in fourth quarter 2017.

Net income of $54.6 million decreased 61%. Adjusted net income of $53.6 million increased 75%. Diluted earnings per share (EPS) for the quarter of $0.77 decreased 61%. Diluted EPS included a $0.03 per share real estate gain and a $0.01 per share insurance and claims accrual for interest on a previously disclosed jury verdict. On a non-GAAP basis, adjusted EPS of $0.75 increased 79% compared to $0.42 for the fourth quarter 2017. Fourth quarter 2017 and full year 2017 results included a $110.5 million, or $1.52 per diluted share, non-cash reduction in income tax expense, which resulted from the revaluation of net deferred income tax liabilities to reflect the lower federal corporate income tax rate enacted in December 2017.

“We are extremely pleased and proud that Werner produced record results in 2018, both in our fourth quarter and the full year,” said Derek J. Leathers, President and Chief Executive Officer.

“Beginning three years ago, we made significant investments in our 5 T’s strategy of Trucks, Trailers, Talent, Technology and Terminals. Those investments, combined with our commitment to raise the bar on customer service, are delivering results. I want to personally thank the extremely talented and dedicated men and women of Werner who keep America moving every day. It is an exciting time at Werner. We believe we are uniquely positioned to continue advancing our market leadership given our new fleet, experienced driver and non-driver workforce and our diversified portfolio of dedicated truckload, one-way truckload and asset-backed logistics service offerings. In addition, our strong cash flow, flexible balance sheet and low debt level position Werner well for the future.”

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Key Consolidated Financial Metrics

	Three Months Ended December 31,								Year Ended December 31,
(In thousands, except per share amounts)	2018			2017			Y/Y Change		2018			2017			Y/Y Change
Total revenues	$	646,365		$	567,365		14	%	$	2,457,914		$	2,116,737		16	%
Trucking revenues, net of fuel surcharge	419,587			374,827			12	%	1,588,175			1,403,863			13	%
Werner Logistics revenues	137,224			112,414			22	%	518,078			417,639			24	%
Operating income	74,931			45,061			66	%	224,215			143,820			56	%
Operating margin	11.6		%	7.9		%	370 bps		9.1		%	6.8		%	230 bps
Net income	54,563			141,134			(61	)%	168,148			202,889			(17	)%
Diluted earnings per share	0.77			1.94			(61	)%	2.33			2.80			(17	)%
Adjusted operating income (1)	73,649			45,061			63	%	228,577			143,820			59	%
Adjusted operating margin (1)	11.4		%	7.9		%	350 bps		9.3		%	6.8		%	250 bps
Adjusted net income (1)	53,603			30,626			75	%	171,413			92,381			86	%
Adjusted diluted earnings per share (1)	0.75			0.42			79	%	2.38			1.27			86	%

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

Other Noteworthy Developments

During the fourth quarter, we realized a gain of $2.4 million, or $0.03 per share, related to the sale of real estate.

Separately, as previously noted, we are appealing a large adverse jury verdict rendered in May 2018. As such, we accrued $1.2 million of insurance and claims expense, or $0.01 per share, during the fourth quarter for post-judgment interest related to this jury verdict. We expect to accrue $1.2 million every quarter, until such time as the outcome of our appeal is finalized.

Truckload Transportation Services (TTS) Segment

• Revenues of $494.7 million increased $55.5 million, or 13%

• Operating income of $66.8 million increased $22.3 million, or 50%; non-GAAP adjusted operating income of $68.0 million increased $23.4 million, or 53%

• Operating margin of 13.5% increased 340 basis points from 10.1%; non-GAAP adjusted operating margin of 13.7% increased 360 basis points from 10.1%

• Average segment trucks in service totaled 7,787, an increase of 351 trucks year over year and 59 trucks sequentially

• Dedicated unit trucks at quarter end totaled 4,500, or 58% of the total TTS segment fleet, compared to 4,000 trucks, or 54%, a year ago

Revenues increased 13% due to a 4.7% increase in average trucks in service, 6.9% growth in average revenues per truck and a $10.0 million increase in fuel surcharge revenues. The average revenues per truck increase was due primarily to an increase in average revenues per total mile, partially offset by a decrease in average miles per truck. The increase in average revenues per total mile was due primarily to higher contractual rates, increased customer project revenues, dedicated fleet expansion, and lane mix changes. The growth in our shorter-haul Dedicated fleet is primarily responsible for the decline in our average miles per truck, as the average miles per truck in our One-Way Truckload fleet decreased only slightly year over year.

During the fourth quarter, freight demand in our One-Way Truckload fleet was stronger than normal, but below the unusually strong freight demand market of fourth quarter 2017, which was aided by tightened industry supply following two major hurricanes in August and September 2017.

Due to growth in company trucks and a decline in independent contractor trucks during the quarter, company truck miles increased by approximately 5 million miles and independent contractor miles decreased by

Werner Enterprises, Inc. - Release of February 6, 2019

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approximately 2 million miles. This caused a shift in expense from rent and purchased transportation expense to most other operating expense categories in the quarter compared to the same period last year.

Adjusted operating income increased 53% due to the combination of revenue growth led by rate per total mile improvement and effective operating cost management.

Comparisons of key financial metrics for the TTS segment, including operating ratios (actual and net of fuel surcharge revenues of $67.9 million and $57.9 million in fourth quarters 2018 and 2017, respectively, and $265.1 million and $205.5 million in 2018 and 2017, respectively), are shown below. Fluctuating fuel prices and fuel surcharge revenues impact the total company operating ratio and the TTS segment’s operating ratio when fuel surcharges are reported on a gross basis as revenues versus netting against fuel expenses. Eliminating fuel surcharge revenues, which are generally a more volatile source of revenue, provides a more consistent basis for comparing the results of operations from period to period.

Key Truckload Transportation Services (TTS) Segment Financial Metrics

	Three Months Ended December 31,								Year Ended December 31,
	2018			2017			Y/Y Change		2018			2017			Y/Y Change
Total revenues	$	494,708		$	439,173		13	%	$	1,881,323		$	1,635,244		15	%
Operating income	66,833			44,548			50	%	202,581			138,059			47	%
Operating margin	13.5		%	10.1		%	340 bps		10.8		%	8.4		%	240 bps
Operating ratio	86.5		%	89.9		%	(340) bps		89.2		%	91.6		%	(240) bps
Adjusted operating income	67,983			44,548			53	%	212,870			138,059			54	%
Adjusted operating margin	13.7		%	10.1		%	360 bps		11.3		%	8.4		%	290 bps
Adjusted operating ratio	86.3		%	89.9		%	(360) bps		88.7		%	91.6		%	(290) bps
Adjusted operating ratio, net of fuel surcharge	84.1		%	88.3		%	(420) bps		86.8		%	90.3		%	(350) bps

Werner Logistics Segment

• Revenues of $137.2 million increased $24.8 million, or 22%

• Gross margin of 16.8% increased 240 bps

• Operating income of $7.2 million increased $5.2 million, or 257%

• Operating margin of 5.3% improved 350 bps

Revenues increased by 22%, led by Brokerage with 23% revenue growth. All five Logistics business units (Brokerage, Freight Management, Intermodal, Werner Global Logistics and Final Mile) experienced growth in revenues in fourth quarter 2018.

The gross margin percentage increased 240 bps to 16.8% due primarily to strength in pricing in transactional brokerage and Intermodal. Our operating margin increased 350 bps to 5.3% due to effective cost management, as other operating expenses grew at 12% compared to revenues which grew at 22%.

We continue to see strong customer interest in the Werner Logistics value proposition, particularly as the market remains strong and shippers tend to consolidate their logistics business with the stability of larger asset-backed logistics providers.

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Key Werner Logistics Segment Financial Metrics

	Three Months Ended December 31,								Year Ended December 31,
	2018			2017			Y/Y Change		2018			2017			Y/Y Change
Total revenues	$	137,224		$	112,414		22	%	$	518,078		$	417,639		24	%
Rent and purchased transportation expense	114,156			96,267			19	%	436,220			355,544			23	%
Gross profit	23,068			16,147			43	%	81,858			62,095			32	%
Other operating expenses	15,825			14,116			12	%	61,480			53,412			15	%
Operating income	7,243			2,031			257	%	20,378			8,683			135	%
Gross margin	16.8		%	14.4		%	240 bps		15.8		%	14.9		%	90 bps
Operating margin	5.3		%	1.8		%	350 bps		3.9		%	2.1		%	180 bps

Cash Flow and Capital Allocation

Cash flow from operations in 2018 was $418.2 million compared to $282.8 million in 2017, an increase of 48%.

Net capital expenditures in 2018 were $349.0 million compared to $198.8 million in 2017, an increase of 75%. We continue to invest in newer trucks and trailers to improve our driver experience, increase operational efficiency and more effectively manage our maintenance, safety and fuel costs. The average age of our truck fleet remains low by industry standards and was reduced to 1.8 years as of December 31, 2018 compared to 1.9 years as of December 31, 2017. Net capital expenditures are expected to moderate in 2019.

Gains on sales of equipment were $6.5 million, or $0.07 per share, compared to $0.8 million, or $0.01 per share, in the prior-year quarter. Year over year, 13% more trucks and 14% more trailers were sold, and we realized significantly higher average gains per truck and higher gains per trailer. Pricing in the market for our used trucks strengthened over the last four quarters, while we continued to make progress selling late-model trucks via our proprietary retail network. As a reminder, gains on sales of assets are reflected as a reduction of Other Operating Expenses in our income statement.

During the quarter, we repurchased 800,000 shares of common stock for a total cost of $25.8 million, or an average price of $32.19 per share. As of December 31, 2018, we had 2.6 million shares remaining under our share repurchase authorization.

As of December 31, 2018, we had $125 million of debt outstanding and over $1.26 billion of stockholders’ equity.

2019 Guidance Metrics

The following table summarizes our initial 2019 guidance and assumptions:

	2019 Outlook
Truck growth	3% to 5% Growth expected to be in Dedicated and occur in first half of 2019 with minimal truck growth planned for second half of 2019
One-Way Truckload revenue per total mile (RPTM)	4% to 8% Year-over-year percentage increases are expected to be above guidance range in first quarter 2019 and gradually moderate due to significant RPTM increases in subsequent quarters of 2018
Gains on sales of equipment	$18 million to $20 million Gains on sales of equipment are expected to be similar to 2018 and more consistent from quarter to quarter
Effective tax rate	25% to 26%
Net capital expenditures	$275 million to $300 million
Truck and trailer age	We intend to maintain the average age of our truck and trailer fleet at or near current levels of 1.8 and 4.1 years

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Improved Disclosure

In our third quarter earnings release, we noted that our expectation for the percentage increase in average revenues per total mile for the full year 2018 compared to 2017 for our TTS segment was in the high end of the 9% to 12% range.  Our average revenues per total mile for the full year 2018 increased 11.8% compared to 2017.

To provide greater transparency for the components of the Truckload Transportation Services segment, this quarter we began disclosing key operating statistics separately for both the Dedicated and One-Way Truckload units within TTS in the Operating Statistics by Segment table on page 10. On the investor relations section of our website, werner.com, we have provided a link to a downloadable spreadsheet comprising comparable historical operating statistics data for both Dedicated and One-Way Truckload for each of the last 12 quarters. We will continue to report TTS truck, trailer and revenue per truck operating statistics going forward. Given additional clarity and transparency provided for Dedicated and One-Way Truckload, we will no longer be reporting the other TTS revenue operating statistics that we previously reported.

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Conference Call Information

Werner Enterprises, Inc. will conduct a conference call to discuss fourth quarter and full year 2018 earnings today beginning at 4:00 p.m. CT. The news release, live webcast of the earnings conference call, and accompanying slide presentation will be available at www.werner.com in the “Investors” section under “Webcasts & Presentations.” To participate on the conference call, please dial (877) 317-6789 (domestic) or (412) 317-6789 (international). Please mention to the operator that you are dialing in for the Werner Enterprises call.

A replay of the conference call will be available on February 6, 2019 at approximately 6:00 p.m. CT through March 7, 2019 by dialing (877) 344-7529 (domestic) or (412) 317-0088 (international) and using the access code 10127422. A replay of the webcast will also be available at www.werner.com in the “Investors” section under “Webcasts & Presentations.”

About Werner Enterprises

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

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

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the Company’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

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

Contact:

John J. Steele

Executive Vice President, Treasurer

and Chief Financial Officer

(402) 894-3036

Source: Werner Enterprises, Inc.

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	INCOME STATEMENT
	(Unaudited)
	(In thousands, except per share amounts)
	Three Months Ended December 31,										Year Ended December 31,
	2018					2017					2018					2017
	$			%		$			%		$			%		$			%
Operating revenues	$	646,365		100.0		$	567,365		100.0		$	2,457,914		100.0		$	2,116,737		100.0
Operating expenses:
Salaries, wages and benefits	200,549			31.0		180,927			31.9		781,064			31.8		681,547			32.2
Fuel	62,795			9.7		58,194			10.3		254,564			10.4		198,745			9.4
Supplies and maintenance	46,518			7.2		44,049			7.8		185,074			7.5		164,325			7.7
Taxes and licenses	23,711			3.7		22,673			4.0		87,318			3.5		86,768			4.1
Insurance and claims	24,275			3.8		19,591			3.4		98,133			4.0		79,927			3.8
Depreciation	59,712			9.2		55,020			9.7		230,151			9.4		217,639			10.3
Rent and purchased transportation	153,777			23.8		132,427			23.3		589,002			24.0		509,573			24.1
Communications and utilities	4,035			0.6		3,947			0.7		16,063			0.6		16,105			0.7
Other	(3,938		)	(0.6	)	5,476			1.0		(7,670		)	(0.3	)	18,288			0.9
Total operating expenses	571,434			88.4		522,304			92.1		2,233,699			90.9		1,972,917			93.2
Operating income	74,931			11.6		45,061			7.9		224,215			9.1		143,820			6.8
Other expense (income):
Interest expense	853			0.1		351			—		2,695			0.1		2,243			0.1
Interest income	(658		)	—		(752		)	(0.1	)	(2,737		)	(0.1	)	(3,308		)	(0.1	)
Other	204			—		35			—		376			—		328			—
Total other expense (income)	399			0.1		(366		)	(0.1	)	334			—		(737		)	—
Income before income taxes	74,532			11.5		45,427			8.0		223,881			9.1		144,557			6.8
Income tax expense	19,969			3.1		(95,707		)	(16.9	)	55,733			2.3		(58,332		)	(2.8	)
Net income	$	54,563		8.4		$	141,134		24.9		$	168,148		6.8		$	202,889		9.6
Diluted shares outstanding	71,136					72,660					72,057					72,558
Diluted earnings per share	$	0.77				$	1.94				$	2.33				$	2.80

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	GAAP TO NON-GAAP RECONCILIATION
	(Unaudited)
	(In thousands, except per share amounts)
	Three Months Ended December 31,						Year Ended December 31,
	2018			2017			2018			2017
Operating revenues	$	646,365		$	567,365		$	2,457,914		$	2,116,737
Operating expenses	571,434			522,304			2,233,699			1,972,917
Adjusted for:
Insurance and claims (1)	(1,150		)	—			(15,189		)	—
Property tax settlement (2)	—			—			4,900			—
Gains on sale of real estate (3)	2,432			—			5,927			—
Adjusted operating expenses	572,716			522,304			2,229,337			1,972,917
Adjusted operating income (4)	73,649			45,061			228,577			143,820
Total other expense (income)	399			(366		)	334			(737		)
Adjusted income before income taxes	73,250			45,427			228,243			144,557
Adjusted income tax expense (benefit)	19,647			(95,707		)	56,830			(58,332		)
Deferred income tax adjustment for tax reform (5)	—			110,508			—			110,508
Adjusted net income (4)	53,603			30,626			171,413			92,381
Diluted shares outstanding	71,136			72,660			72,057			72,558
Adjusted diluted earnings per share (4)	$	0.75		$	0.42		$	2.38		$	1.27

(1) During second quarter 2018, we accrued $11,250 of pre-tax insurance and claims expense (including interest of $1,300) related to a previously disclosed excess adverse jury verdict rendered on May 17, 2018 in a lawsuit arising from a December 2014 accident. Additional information about the accident was included in our Current Report on Form 8-K dated May 17, 2018. Under our insurance policies in effect on the date of this accident, our maximum liability for this accident is $10.0 million (plus pre-judgment and post-judgment interest) with premium-based insurance coverage that exceeds the jury verdict amount. The Company is appealing this verdict. During third quarter 2018 and fourth quarter 2018, respectively, we accrued $2,789 of interest and legal fees and $1,150 of interest related to this jury verdict. Management believes excluding the effect of this item provides a more useful comparison of our performance from period to period. This item is included in the Truckload Transportation Services segment in our Segment Information table.

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

(3) During second quarter 2018, we sold a parcel of real estate which resulted in a $3,495 pre-tax gain on sale. During fourth quarter of 2018, we sold a parcel of real estate which resulted in a $2,432 pre-tax gain. These items are included in Corporate in our Segment Information table.

(4) Our definition of the non-GAAP measures adjusted operating income, adjusted net income and adjusted diluted earnings per share begins with (a) operating expenses, the most comparable GAAP measure. We add the insurance and claims jury verdict expense accrual and related interest and legal fees to (a) and subtract the gains on sale of real estate and the property tax settlement from (a) to arrive at (b) adjusted operating expenses. We subtract (c) total other expense (income) from (b) adjusted operating expenses to arrive at (d) adjusted income before income taxes. We calculate adjusted income tax expense (benefit) by applying the incremental income tax rate excluding discrete items to the net pre-tax adjustments and adding this additional income tax to actual income tax expense. We then subtract adjusted income tax expense and the fourth quarter 2017 deferred income tax adjustment from adjusted income before income taxes to arrive at adjusted net income. The adjusted net income is divided by the diluted shares outstanding to calculate the adjusted diluted earnings per share.

(5) During fourth quarter 2017 and full year 2017, our results included a $110,508 non-cash reduction in income tax expense, which resulted from the revaluation of net deferred income tax liabilities to reflect the lower federal income tax rate enacted on December 22, 2017. The Tax Cuts and Jobs Act of 2017 (the Tax Act) lowered the federal corporate income tax rate to 21% from 35% beginning in 2018.

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	SEGMENT INFORMATION
	(Unaudited)
	(In thousands)
	Three Months Ended December 31,						Year Ended December 31,
	2018			2017			2018			2017
Revenues
Truckload Transportation Services	$	494,708		$	439,173		$	1,881,323		$	1,635,244
Werner Logistics	137,224			112,414			518,078			417,639
Other (1)	14,115			15,488			56,903			62,745
Corporate	589			399			2,759			1,938
Subtotal	646,636			567,474			2,459,063			2,117,566
Inter-segment eliminations (2)	(271		)	(109		)	(1,149		)	(829		)
Total	$	646,365		$	567,365		$	2,457,914		$	2,116,737
Operating Income
Truckload Transportation Services	$	66,833		$	44,548		$	202,581		$	138,059
Werner Logistics	7,243			2,031			20,378			8,683
Other (1)	(886		)	(570		)	(453		)	35
Corporate	1,741			(948		)	1,709			(2,957		)
Total	$	74,931		$	45,061		$	224,215		$	143,820

(1) Other includes our driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, and other business activities. On January 1, 2018, we adopted Accounting Standards Update 2014-09, “Revenue from Contracts with Customers”, using the modified retrospective transition method, and comparative information has not been restated. Adoption of the new standard resulted in a $3.6 million and $14.3 million reduction of Other revenues for the three-month and annual periods ended December 31, 2018, respectively, that would have been reported as Other operating expense prior to the new standard with no impact to operating income.

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

Werner Enterprises, Inc. - Release of February 6, 2019

Page 10

	OPERATING STATISTICS BY SEGMENT
	(Unaudited)
	Three Months Ended December 31,								Year Ended December 31,
	2018			2017			% Change		2018			2017			% Change
Truckload Transportation Services segment
Average tractors in service	7,787			7,436			4.7	%	7,622			7,305			4.3	%
Average revenues per tractor per week (1)	$	4,145		$	3,878		6.9	%	$	4,007		$	3,696		8.4	%
Total tractors (at quarter end)
Company	7,240			6,805			6.4	%	7,240			6,805			6.4	%
Independent contractor	580			630			(7.9	)%	580			630			(7.9	)%
Total tractors	7,820			7,435			5.2	%	7,820			7,435			5.2	%
Total trailers (at quarter end)	23,945			22,900			4.6	%	23,945			22,900			4.6	%
One-Way Truckload
Trucking revenues, net of fuel surcharge	$	204,266		$	192,274		6.2	%	$	770,972		$	708,988		8.7	%
Average tractors in service	3,315			3,427			(3.3	)%	3,345			3,483			(4.0	)%
Total tractors (at quarter end)	3,320			3,435			(3.3	)%	3,320			3,435			(3.3	)%
Average percentage of empty miles	11.66		%	11.98		%	(2.7	)%	11.17		%	11.32		%	(1.3	)%
Average revenues per tractor per week (1)	$	4,739		$	4,316		9.8	%	$	4,432		$	3,914		13.2	%
Average % change YOY in revenues per total mile (1)	10.5		%	7.0		%			13.2		%	3.0		%
Average % change YOY in total miles per tractor per week	(0.6		)%	(0.2		)%			0.0		%	1.8		%
Average completed trip length in miles (loaded)	851			805			5.7	%	833			813			2.4	%
Dedicated
Trucking revenues, net of fuel surcharge	$	215,321		$	182,553		17.9	%	$	817,203		$	694,875		17.6	%
Average tractors in service	4,472			4,009			11.5	%	4,277			3,822			11.9	%
Total tractors (at quarter end)	4,500			4,000			12.5	%	4,500			4,000			12.5	%
Average revenues per tractor per week (1)	$	3,703		$	3,502		5.7	%	$	3,673		$	3,496		5.1	%
Werner Logistics segment
Average tractors in service	42			44			(4.5	)%	42			50			(16.0	)%
Total tractors (at quarter end)	40			45			(11.1	)%	40			45			(11.1	)%
Total trailers (at quarter end)	1,310			1,600			(18.1	)%	1,310			1,600			(18.1	)%

(1) Net of fuel surcharge revenues

	SUPPLEMENTAL INFORMATION
	(Unaudited)
	(In thousands)
	Three Months Ended December 31,						Year Ended December 31,
	2018			2017			2018			2017
Capital expenditures, net	$	59,682		$	77,740		$	348,972		$	198,845
Cash flow from operations (1)	115,646			59,597			418,159			282,828
Return on assets (annualized) (2)	10.6		%	31.6		%	8.7		%	11.5		%
Return on equity (annualized) (2)	17.4		%	51.8		%	13.7		%	19.5		%

(1) On January 1, 2018, we adopted Accounting Standards Update 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”, by applying the retrospective transition method to each period presented. Adoption of the guidance resulted in a $5.3 million decrease to fourth quarter 2017 cash flow from operations and a $1.0 million increase to cash flow from operations for the year ended December 31, 2017.

(2) Includes the $110.5 million non-cash reduction in income tax expense in fourth quarter 2017 and full year 2017 resulting from the revaluation of net deferred income tax liabilities due to the Tax Act. Excluding this item, return on assets was 6.9% and 5.3% and return on equity was 11.5% and 9.0% for the fourth quarter 2017 and full year 2017, respectively. Management believes the exclusion of the tax reform benefit provides a more useful comparison of our performance from period to period.

Werner Enterprises, Inc. - Release of February 6, 2019

Page 11

	CONDENSED BALANCE SHEET
	(In thousands, except share amounts)
	December 31, 2018			December 31, 2017
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	33,930		$	13,626
Accounts receivable, trade, less allowance of $8,613 and $8,250, respectively	337,927			304,174
Other receivables	26,545			26,491
Inventories and supplies	10,060			11,694
Prepaid taxes, licenses and permits	16,619			15,972
Other current assets	31,577			28,272
Total current assets	456,658			400,229
Property and equipment	2,247,577			2,114,337
Less – accumulated depreciation	760,015			767,474
Property and equipment, net	1,487,562			1,346,863
Other non-current assets (1)	139,284			60,899
Total assets	$	2,083,504		$	1,807,991
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Checks issued in excess of cash balances	$	—		$	21,539
Accounts payable	97,781			73,802
Current portion of long-term debt	75,000			—
Insurance and claims accruals	67,304			79,674
Accrued payroll	40,271			32,520
Other current liabilities	30,004			24,642
Total current liabilities	310,360			232,177
Long-term debt, net of current portion	50,000			75,000
Other long-term liabilities	10,911			12,575
Insurance and claims accruals, net of current portion (1)	214,030			108,270
Deferred income taxes	233,450			195,187
Stockholders’ equity:
Common stock, $.01 par value, 200,000,000 shares authorized; 80,533,536
shares issued; 70,441,973 and 72,409,222 shares outstanding, respectively	805			805
Paid-in capital	107,455			102,563
Retained earnings	1,413,746			1,267,871
Accumulated other comprehensive loss	(16,073		)	(15,835		)
Treasury stock, at cost; 10,091,563 and 8,124,314 shares, respectively	(241,180		)	(170,622		)
Total stockholders’ equity	1,264,753			1,184,782
Total liabilities and stockholders’ equity	$	2,083,504		$	1,807,991

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