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):

March 26, 2020

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

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

(402) 895-6640

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	WERN	The NASDAQ Stock Market LLC

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

Emerging growth company ☐

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

ITEM 7.01. REGULATION FD DISCLOSURE.

On March 26, 2020, Werner Enterprises, Inc. (the “Company”) issued a press release announcing the publication of a presentation with a business update pertaining to the COVID-19 pandemic. Copies of the press release and presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively.

In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 7.01 and the press release and presentation exhibits 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.

This Current Report on Form 8-K, as well as the presentation provided by the registrant and the related press release, 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, 2019. 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 the registrant by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

99.1	Press release issued by the registrant on March 26, 2020, “Werner Enterprises Addresses COVID-19 and Provides Business Update”.
99.2	Presentation dated March 26, 2020.
101	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURES

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

	WERNER ENTERPRISES, INC.
Date: March 26, 2020	By:	/s/ John J. Steele
		John J. Steele
		Executive Vice President, Treasurer and Chief Financial Officer
Date: March 26, 2020	By:	/s/ James L. Johnson
		James L. Johnson
		Executive Vice President, Chief Accounting Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

Werner Enterprises, Inc.	Contact:	John J. Steele
14507 Frontier Road		Executive Vice President, Treasurer
P. O. Box 45308		and Chief Financial Officer
Omaha, NE 68145		(402) 894-3036

FOR IMMEDIATE RELEASE

WERNER ENTERPRISES ADDRESSES COVID-19 AND PROVIDES BUSINESS UPDATE

OMAHA, NEBRASKA, March 26, 2020 - Werner Enterprises, Inc. (NASDAQ: WERN), one of the nation's largest transportation and logistics companies, has prepared a business update pertaining to the COVID-19 pandemic, which can be found at http://investor.werner.com/news-and-events/webcasts-and-presentations/default.aspx. This presentation was developed based on the most current information available as of the date of this release.

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.

EX-99.2

March 26, 2020 COVID-19 BUSINESS UPDATE BUSINESS COVID-19

2 tain, we would like to share cape. As we are in our quiet period, vailable to us as of March 26, 2020, otable developments during these unprecedented s part of our fourth quarter earnings release and ual outcome remains uncer 9 preparedness; and 3) our balance sheet and liquidity. dedicated healthcare workers and first responders who . Our sincere thoughts and prayers go out to all of those ance metrics as we prepare for our first quarter 2020 to provide further updates. Please refer to the disclaimers on page 7 INTRODUCTION avigating the fast-changing lands urrent assessment of information a of this presentation. updates on 1) theThese state updates of are based our on business; what 2) we know COVID-1 On as February of today, March 5,presentation. 26, 2020, 2020. We we willearnings provided release be of guidance April reevaluating 28, metrics 2020, those a based onThe guid the purpose best information of available thistimes at business that and time. update how is Wernerwe is to will provide proactively inform another n you update of in our n firstThis quarter presentation 2020 earnings is release, basedand or we on as do appropriate. our not c undertake any obligations affected by COVID-19, asare well on the as front the lines inspiring for and our citizens. While the event The COVID-19 pandemic continues to evolve rapidly

3 ory restocking following ual brokerage business in ore customers. March 2020 nd slightly lower than the same nging market conditions. Rates lly from February as we expected the slowing freight economy and d steady with some above normal being delayed as they attempt to get ruck count is flat from year end 2019. thirds of those revenues with discount retail and strengthening in the latter two weeks of March n challenged for contract arily due to customer invent ipments from many of our c sequentially from January 2020 and February 2020. y Truckload fleet to adjust to cha t demand were seasonally normal a demand has not declined sequentia for their homes. Our Dedicated t are challenged and are lower due to d; however, customer decisions are BUSINESS UPDATE BUSINESS s). Dedicated demand has remaine (3,370 trucks, 12/31/19) (4,630 trucks, 12/31/19) (20% of total revenues in 2019) in (20% of total revenues and miles per truck have improved in March 2020 freight demand is comparable2020. to We March have 2019, been reducing with our dem One-Wa it would, due in part to increased replenishment sh period a year ago. March 2020 freight January 2020 and February 2020 freigh Transactional brokerage volumes competitive logistics market. Gross margins have bee March 2020 as the cost of capacity increased due to higher replenishment activity. Over 60% of our Dedicated revenues are retail, with two- customers (including dollar store Customer bid activity remainsmore soli clarity on the impact of COVID-19 for their businesses. demand for store replenishmentconsumers in buying March. essential items This is prim One-Way Truckload Truckload One-Way Logistics Dedicated

4 for designed to to keep all our associates continually updated We are deploying and executing our plans by being 19. Werner drivers and non-driver associates take wing the CDC and WHO guidelines by practicing social ough hand washing, conducting meetings electronically e morale of our associates remains high, despite the . We have a COVID-19 Taskforce that meets regularly to We are staying safe, productive and virtually connected. g at home when appropriate, providing disinfectant to our as well as our business continuity safeguards, are ions or deal with specific circumstances. ditionally, we established a dedicated e-mail address for all driver and Their drive, commitment, talent and skill keep America moving. COVID-19 PREPAREDNESS UPDATE PREPAREDNESS COVID-19 working hard to remain safe and stay healthy, while safely delivering our extremely proud of our professional drivers who are the backbone of the customers’ freight on time. Half of our office associates are working from home. rational, logical and above all compassionate. We are Transportation is designated by the U.S. government as an essential industry Throughout our offices anddistancing, terminal network, proactively we areassociates initiating follo through our self-quarantinin terminaland significantly network, limiting promoting non-driver thor associate travel. We established a COVID-19 communications hub Werner’s crisis management plans, with the latest news,discuss developments and and implement policy policy changes changes. Ad non-driver associates to ask individual quest adapt to the changing COVID-19 environment. keeping the U.S.tremendous pride supply in chainchallenges. this moving important during responsibility. COVID- Th We are transportation industry.     

BALANCE SHEET AND LIQUIDITY UPDATE As of March 26, 2020 Available Cash $61M Total Current Debt Outstanding $250M1 Stockholders’ Equity $1.1B2 Total Current Debt Outstanding to 2019 EBITDA 0.5x1,2 Credit Capacity and Liquidity Two Bank Credit Agreements that Expire in May 2024 $500M One Bank Credit Agreement that Expires in July 2020 75M Total Credit Capacity $575M Less: Standby Letters of Credit (45M) Total Current Debt Outstanding (250M)1 Unused Credit Capacity $280M Available Cash 61M Liquidity $341M 1 $50M of debt repaid in 1Q20 2 As of or for the year ended December 31, 2019. 5

KEEPING AMERICA MOVING THROUGH THIS CHALLENGING. We are proactively leveraging TIME our talent and technology to quickly and effectively adapt to changes in the freight market These are trying times that test organizations. In recent . As an essential industry, we are taking proactive steps to keep years, Werner’s focus has our associates safe and healthy to ensure we keep America’s supply chain moving been quality-first execution and structural resiliency. No . We are mobilized around COVID-19, and are applying company, community or operational excellence to successfully manage through these individual is immune from extraordinary times this pandemic, but our foundation is strong, our . We have repositioned Werner over the past several years, people are engaged, and increasing our agility and ability to successfully execute our communities are in our through different macroeconomic environments thoughts as we #KeepAmericaMoving. . We have a strong balance sheet and ample liquidity . While no one can predict the impact of the COVID-19 pandemic, - Derek Leathers, President and CEO we are working hard, smart and fast to control the controllable 6

DISCLAIMERS This Werner Enterprises, Inc. (“Company”) presentation is solely for your information and is subject to change and speaks only as of the date hereof. No representation or warranty, expressed or implied is made and you should not place undue reliance on the accuracy, fairness or completeness of the information presented. This presentation 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, 2019. For those reasons, undue reliance should not be placed on an 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. 7

XML

Document and Entity Information Document	Mar. 26, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 26, 2020
Entity File Number	0-14690
Entity Registrant Name	WERNER ENTERPRISES, INC.
Entity Central Index Key	0000793074
Amendment Flag	false
Entity Incorporation, State or Country Code	NE
Entity Tax Identification Number	47-0648386
Entity Address, Address Line One	14507 Frontier Road
Entity Address, Address Line Two	Post Office Box 45308
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68145-0308
City Area Code	402
Local Phone Number	895-6640
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	WERN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false