UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended Commission file number
June 30, 2000 0-14690
WERNER ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
NEBRASKA 47-0648386
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
14507 FRONTIER ROAD
POST OFFICE BOX 45308
OMAHA, NEBRASKA 68145-0308 (402) 895-6640
(Address of principal (Zip Code) (Registrant's telephone number)
executive offices)
_________________________________
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 [X] NO [ ]
As of July 31, 2000, 47,065,733 shares of the registrant's common
stock, par value $.01 per share, were outstanding.
<PAGE>
INDEX TO FORM 10-Q
PAGE
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Statements of Income for the Three Months Ended
June 30, 2000 and 1999 3
Consolidated Statements of Income for the Six Months Ended
June 30, 2000 and 1999 4
Consolidated Condensed Balance Sheets as of June 30, 2000
and December 31, 1999 5
Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2000 and 1999 6
Notes to Consolidated Financial Statements as of June 30, 2000 7
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 3 - Quantitative and Qualitative Disclosures About Market Risk 11
PART II - OTHER INFORMATION
Items 1, 2, 3 and 5 - Not Applicable
Item 4 - Submission of Matters to a Vote of Security Holders 12
Item 6 - Exhibits and Reports on Form 8-K 13
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
The interim consolidated financial statements contained herein reflect
all adjustments which, in the opinion of management, are necessary for a
fair statement of the financial condition and results of operations for the
periods presented. They have been prepared in accordance with the
instructions to Form 10-Q and do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
Operating results for the three-month and six-month periods ended June
30, 2000, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2000. In the opinion of
management, the information set forth in the accompanying consolidated
condensed balance sheets is fairly stated in all material respects in
relation to the consolidated balance sheets from which it has been derived.
These interim consolidated financial statements should be read in
conjunction with the Company's Annual Report on Form 10-K for the year
ended December 31, 1999.
2
<PAGE>
WERNER ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended
(In thousands, except per share amounts) June 30
--------------------------------------------------------------------------
2000 1999
--------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Operating revenues $ 307,242 $ 260,646
-------------------------
Operating expenses:
Salaries, wages and benefits 107,540 95,246
Fuel 31,839 18,211
Supplies and maintenance 26,327 21,025
Taxes and licenses 22,186 19,838
Insurance and claims 8,224 7,881
Depreciation 26,794 24,656
Rent and purchased transportation 59,338 43,856
Communications and utilities 3,475 3,411
Other (899) (3,169)
-------------------------
Total operating expenses 284,824 230,955
-------------------------
Operating income 22,418 29,691
-------------------------
Other expense (income):
Interest expense 1,978 1,645
Interest income (625) (343)
Other 235 40
-------------------------
Total other expense 1,588 1,342
-------------------------
Income before income taxes 20,830 28,349
Income taxes 7,915 10,773
-------------------------
Net income $ 12,915 $ 17,576
=========================
Average common shares outstanding 47,061 47,374
=========================
Basic earnings per share $ .27 $ .37
=========================
Diluted shares outstanding 47,304 47,627
=========================
Diluted earnings per share $ .27 $ .37
=========================
Dividends declared per share $ .025 $ .025
=========================
</TABLE>
3
<PAGE>
WERNER ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Six Months Ended
(In thousands, except per share amounts) June 30
--------------------------------------------------------------------------
2000 1999
--------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Operating revenues $ 598,621 $ 501,626
-------------------------
Operating expenses:
Salaries, wages and benefits 210,852 184,567
Fuel 63,048 32,219
Supplies and maintenance 51,639 41,163
Taxes and licenses 43,648 39,604
Insurance and claims 15,204 17,271
Depreciation 53,115 48,191
Rent and purchased transportation 116,365 86,183
Communications and utilities 7,161 6,510
Other (3,364) (5,016)
-------------------------
Total operating expenses 557,668 450,692
-------------------------
Operating income 40,953 50,934
-------------------------
Other expense (income):
Interest expense 4,213 2,843
Interest income (1,072) (673)
Other 340 57
-------------------------
Total other expense 3,481 2,227
-------------------------
Income before income taxes 37,472 48,707
Income taxes 14,239 18,509
-------------------------
Net income $ 23,233 $ 30,198
=========================
Average common shares outstanding 47,077 47,351
=========================
Basic earnings per share $ .49 $ .64
=========================
Diluted shares outstanding 47,277 47,599
=========================
Diluted earnings per share $ .49 $ .63
=========================
Dividends declared per share $ .050 $ .050
=========================
</TABLE>
4
<PAGE>
WERNER ENTERPRISES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
(In thousands) June 30 December 31
--------------------------------------------------------------------------
2000 1999
--------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 17,700 $ 15,368
Accounts receivable, net 133,810 127,211
Other receivables 12,166 11,217
Prepaid taxes, licenses and permits 7,027 12,423
Other current assets 25,327 22,608
-------------------------
Total current assets 196,030 188,827
-------------------------
Property and equipment 974,616 970,609
Less - accumulated depreciation 280,240 262,557
-------------------------
Property and equipment, net 694,376 708,052
-------------------------
Other assets 3,000 -
-------------------------
$ 893,406 $ 896,879
=========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 28,145 $ 35,686
Short-term debt - 25,000
Insurance and claims accruals 32,805 32,993
Accrued payroll 14,298 11,846
Other current liabilities 22,548 15,681
-------------------------
Total current liabilities 97,796 121,206
-------------------------
Long-term debt 115,000 120,000
Insurance, claims and other long-term accruals 30,301 30,301
Deferred income taxes 136,408 130,600
Stockholders' equity 513,901 494,772
-------------------------
$ 893,406 $ 896,879
=========================
</TABLE>
5
<PAGE>
WERNER ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
(In thousands) June 30
--------------------------------------------------------------------------
2000 1999
--------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 23,233 $ 30,198
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 53,115 48,191
Deferred income taxes 5,808 7,550
Gain on disposal of operating equipment (3,999) (5,625)
Equity in loss of unconsolidated affiliate 120 -
Tax benefit from exercise of stock options 65 399
Insurance claims and other long-term
accruals - 500
Changes in certain working capital items:
Accounts receivable, net (6,599) (26,508)
Prepaid expenses and other current assets 1,728 3,114
Accounts payable (7,541) (11,076)
Other current liabilities 9,151 16,392
-------------------------
Net cash provided by operating activities 75,081 63,135
-------------------------
Cash flows from investing activities:
Additions to property and equipment (81,859) (133,382)
Proceeds from sales of property and equipment 44,013 35,953
Investment in unconsolidated affiliate (750) -
Proceeds from collection of notes receivable 36 -
-------------------------
Net cash used in investing activities (38,560) (97,429)
-------------------------
Cash flows from financing activities:
Proceeds from issuance of short-term debt - 30,000
Repayments of short-term debt (25,000) -
Repayments of long-term debt (5,000) -
Dividends on common stock (2,356) (2,366)
Repurchases of common stock (2,135) -
Stock options exercised 302 1,278
-------------------------
Net cash provided by (used in) financing
activities (34,189) 28,912
-------------------------
Net increase (decrease) in cash and cash
equivalents 2,332 (5,382)
Cash and cash equivalents, beginning of period 15,368 15,913
-------------------------
Cash and cash equivalents, end of period $ 17,700 $ 10,531
=========================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 4,165 $ 2,979
Income taxes $ 1,797 $ 3,947
Supplemental schedule of non-cash investing
activities:
Notes receivable issued upon sale of
revenue equipment $ 2,406 $ -
</TABLE>
6
<PAGE>
WERNER ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Other Assets
Effective June 30, 2000, the Company contributed its non-asset based
logistics business to Transplace.com, LLC (TPC), in exchange for an equity
interest in TPC of approximately 15%. TPC is a joint venture of six large
transportation companies. Accordingly, the Company is accounting for its
investment in TPC using the equity method. At June 30, 2000, other assets
include a $750,000 investment in TPC less the Company's 15% equity in loss
of unconsolidated affiliate of $120,000. In July 2000, the Company made an
additional investment in TPC of $4,250,000 which represents the remainder
of its initial investment in TPC.
(2) Long-Term Debt
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
June 30 December 31
2000 1999
--------- -----------
<S> <C> <C>
Notes payable to banks under committed credit
facilities $ 65,000 $ 95,000
6.55% Series A Senior Notes, due November 2002 20,000 20,000
6.02% Series B Senior Notes, due November 2002 10,000 10,000
5.52% Series C Senior Notes, due December 2003 20,000 20,000
--------- ---------
115,000 145,000
Less short-term debt - (25,000)
--------- ---------
Long-term debt $ 115,000 $ 120,000
========= =========
</TABLE>
The notes payable to banks under committed credit facilities bear
variable interest (7.1% at June 30, 2000) based on the London Interbank
Offered Rate (LIBOR) and mature at various dates from September 2001 to May
2003. The Company has an additional $45 million of long-term credit
facilities with banks which bear variable interest based on LIBOR, on which
no borrowings were outstanding at June 30, 2000.
(3) Commitments
As of June 30, 2000, the Company has commitments for capital
expenditures of approximately $99 million.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
This report contains forward-looking statements which are based on
information currently available to the Company's management. Actual
results could differ materially from those anticipated in forward-looking
statements as a result of a number of factors, including, but not limited
to, those discussed in Item 7, "Management's Discussion and Analysis of
Results of Operations and Financial Condition", of the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
Financial Condition:
During the six months ended June 30, 2000, the Company generated cash
flow from operations of $75.1 million. The cash flow from operations
enabled the Company to make net property additions, primarily revenue
equipment, of $37.8 million, repay $30.0 million of debt, repurchase common
stock of $2.1 million, and pay common stock dividends of $2.4 million.
Based on the Company's strong financial position, management foresees no
significant barriers to obtaining sufficient financing, if necessary, to
continue with its growth plans.
The Company's debt to equity ratio at June 30, 2000 was 22.4%,
compared with 29.3% at December 31, 1999. The Company's debt to total
capitalization ratio (total capitalization equals total debt plus total
stockholders' equity) was 18.3% at June 30, 2000 compared to 22.7% at
December 31, 1999.
Results of Operations:
The following table sets forth the percentage relationship of income
and expense items to operating revenues for the periods indicated.
<TABLE>
<CAPTION>
Percentage of Operating Revenues
--------------------------------------------
Three Months Ended Six Months Ended
June 30 June 30
2000 1999 2000 1999
------------------ -----------------
<S> <C> <C> <C> <C>
Operating revenues 100.0% 100.0% 100.0% 100.0%
------------------ -----------------
Operating expenses:
Salaries, wages and benefits 35.0 36.5 35.2 36.8
Fuel 10.4 7.0 10.5 6.4
Supplies and maintenance 8.6 8.1 8.6 8.2
Taxes and licenses 7.2 7.6 7.3 7.9
Insurance and claims 2.7 3.0 2.5 3.4
Depreciation 8.7 9.5 8.9 9.6
Rent and purchased transportation 19.3 16.8 19.4 17.2
Communications and utilities 1.1 1.3 1.2 1.3
Other (0.3) (1.2) (0.6) (1.0)
------------------ -----------------
Total operating expenses 92.7 88.6 93.2 89.8
------------------ -----------------
Operating income 7.3 11.4 6.8 10.2
Net interest expense and other 0.5 0.5 0.6 0.5
------------------ -----------------
Income before income taxes 6.8 10.9 6.3 9.7
Income taxes 2.6 4.1 2.4 3.7
------------------ -----------------
Net income 4.2% 6.7% 3.9% 6.0%
================== =================
</TABLE>
8
<PAGE>
Three Months Ended June 30, 2000 and 1999
-----------------------------------------
Operating revenues increased 17.9% for the three months ended June 30,
2000, compared to the same period of the prior year, due in part to an 8.5%
increase in the average number of tractors in service. Average tractors in
service increased from 6,701 in second quarter 1999 to 7,271 in second
quarter 2000. During the past quarter, the Company focused its efforts
more on obtaining rate increases and improving fuel surcharge
reimbursements than on growth. As a result, revenue per mile, excluding
fuel surcharges, increased 2.4% and revenue per mile, including fuel
surcharges, increased 6.7% compared to second quarter of 1999. Excluding
fuel surcharge revenues, trucking revenues increased 11% for the three
months ended June 30, 2000 compared to the same period of the prior year.
A $7.8 million increase (61% increase) in revenues from logistics and other
non-trucking transportation services also contributed to the overall
increase in operating revenues. This increase in revenue was due to an
increase in business with existing logistics customers, as well as the
startup of new logistics customers. On July 1, 2000, the Company
transferred logistics business accounting for approximately $12 million of
operating revenues for the three months ended June 30, 2000, to
Transplace.com. See discussion of Transplace.com below.
Operating expenses, expressed as a percentage of operating revenues,
were 92.7% for the three months ended June 30, 2000, compared to 88.6% for
the three months ended June 30, 1999. The Company's increase in logistics
and other non-trucking transportation services, and an increase in owner-
operator miles as a percentage of total miles (18.9% in second quarter 2000
compared to 17.9% in second quarter 1999), contributed to a shift in costs
to the rent and purchased transportation expense category from several
other expense categories, as described on the following pages. Owner-
operators are independent contractors who supply their own tractor and
driver, and are responsible for their operating expenses including fuel,
supplies and maintenance, and fuel taxes.
Werner is one of six large transportation companies that merged their
logistics business units into a commonly owned, Internet-based logistics
company, Transplace.com. On July 13, 2000, Transplace.com announced that
operations commenced as scheduled on July 1, 2000. All six founding
carriers completed the conversion of their logistics businesses effective
on that date. This transaction was effected by Werner and each of the five
other founding carriers contributing their transportation logistics
business, related intangible assets, and $5 million of cash. Therefore,
the revenues and expenses for Werner's logistics business will no longer be
shown in the Company's income statements as operating revenues and
operating expenses (primarily rent and purchased transportation expense),
respectively, beginning with third quarter 2000. Werner will account for
its approximate 15% investment in Transplace.com using the equity method of
accounting. Thus, Werner will accrue its percentage share of the earnings
of Transplace.com in its income statement as a non-operating item.
Werner's logistics business, which will be transferred to Transplace.com,
accounted for approximately 4% of total revenues in second quarter 2000.
Salaries, wages and benefits decreased from 36.5 to 35.0% of revenues
due primarily to the increase in logistics and other non-trucking revenues
and more owner-operator miles as a percentage of total miles. At times,
there have been shortages of drivers in the trucking industry, particularly
the medium-to-long haul segment. The Company anticipates that the
competition for qualified drivers will continue to be high, and cannot
predict whether it will experience shortages in the future. If such a
shortage was to occur and increases in driver pay rates became necessary to
attract and retain drivers, the Company's results of operations would be
negatively impacted to the extent that corresponding freight rate increases
were not obtained.
9
<PAGE>
Fuel increased from 7.0% to 10.4% of revenues due mainly to
significantly higher average fuel prices during the quarter compared to the
same quarter of the prior year. The average cost of fuel, excluding fuel
taxes, was 66% higher in second quarter 2000 compared to second quarter
1999. The increase was partially offset by increases in non-trucking
revenues and owner-operator miles. The Company's customer fuel surcharge
reimbursement programs recovered approximately 80% of the increased fuel
cost during second quarter 2000. A portion of the fuel expense increase
was not recovered during second quarter 2000 due to several factors,
including: the fuel price levels which determine when fuel surcharges are
collected, unreimbursed empty miles between freight shipments, unreimbursed
out-of-route miles caused in part by driver home time needs, and the
unreimbursed costs of truck idling. Management has focused its efforts on
improving the amount and percentage of fuel surcharge reimbursement. The
Company cannot predict whether higher fuel price levels will continue or
the extent to which fuel surcharges could be collected from customers to
offset such increases. If fuel prices remain at elevated levels, the
Company's operating results for 2000 and beyond will be adversely impacted
to the extent the higher costs are not recovered from customers.
Supplies and maintenance increased from 8.1% to 8.6% of revenues
primarily due to higher tractor and trailer maintenance costs, partially
offset by the increase in logistics and other non-trucking revenues and
more owner-operator miles. Taxes and licenses decreased from 7.6% to 7.2%
of revenues due in part to the increase in logistics and other non-trucking
revenues and more owner-operator miles. Insurance and claims decreased
from 3.0% to 2.7% of revenues due to fewer major accidents and more
logistics and other non-trucking revenues during the second quarter of 2000
compared to the same quarter last year.
Depreciation decreased from 9.5% to 8.7% of revenues due to increases
in non-trucking revenues and owner-operator tractors as a percentage of
total tractors and leased tractors. Rent and purchased transportation
increased from 16.8% to 19.3% of revenues due primarily to the Company's
increase in logistics and other non-trucking transportation services,
increase in owner-operator miles as a percentage of total miles,
reimbursements to owner-operators for the higher cost of fuel, and rent
expense associated with tractors under operating leases. Other operating
expenses changed from (1.2)% to (0.3)% of revenues due to a decrease in the
number of used trucks sold by the Company and the decrease in the average
gain per truck during second quarter 2000 compared to the second quarter
1999. This was due to increased inventories of new and used trucks in the
marketplace and other factors that weakened the used truck market. The
Company cannot predict whether the current state of the used truck market
will continue. If used truck prices remain at current levels, the
Company's operating results for 2000 may be adversely impacted in relation
to the comparable periods of 1999.
Six Months Ended June 30, 2000 and 1999
---------------------------------------
Operating revenues increased by 19.3% for the six months ended June
30, 2000, compared to the same period of the previous year, primarily due
to a 10.3% increase in the average number of tractors. Revenue per mile,
excluding fuel surcharges, increased 2.4% due primarily to rate increases.
A $11.3 million increase in revenues from logistics and other non-trucking
transportation services also contributed to the overall increase in
operating revenues.
Operating expenses, expressed as a percentage of operating revenues,
were 93.2% for the six months ended June 30, 2000, compared to 89.8% for
the same period of the previous year. The increase in logistics and other
non-trucking transportation services, and an increase in owner-operator
miles as a percentage of total miles (19.2% in 2000 compared to 17.4% in
1999), resulted in a shift in costs to the rent and purchased
transportation expense category from several other expense categories.
10
<PAGE>
Salaries, wages and benefits decreased from 36.8% to 35.2% of
revenues, primarily due to the increase in logistics and other non-trucking
transportation revenues and more owner-operator miles as a percentage of
total miles. Fuel increased from 6.4% to 10.5% revenues due mainly to
higher fuel prices, on average, during the six months ended June 30, 2000,
compared to the same period of 1999. Supplies and maintenance increased
from 8.2% to 8.6% of revenues due primarily to higher tractor and trailer
maintenance costs, partially offset by the increase in logistics and other
non-trucking revenues and the increased percentage of owner-operator miles.
Taxes and licenses decreased from 7.9% to 7.3% of revenues due primarily to
the increase in logistics and other non-trucking revenues. Insurance and
claims decreased from 3.4% to 2.5% of revenues due to favorable claims
experience, a decreased frequency of property damage and other claims and
the increase in logistics and other non-trucking revenues during the six
months ended June 30, 2000. Rent and purchased transportation increased
from 17.2% to 19.4% of revenues due to the increase in logistics and other
non-trucking transportation services and the increase in owner-operator
miles as a percentage of total miles. Depreciation decreased from 9.6% to
8.9% of revenues due to the increase in logistics and other-non-trucking
revenue, more owner-operator tractors as a percentage of total tractors,
leased tractors and a decrease in the percentage of open trucks. Other
operating expenses changed from (1.0)% to (0.6)% of revenues due to a
weaker used truck market during the six months ended June 30, 2000, which
reduced the average amount of gain per truck sold and the amount of trucks
sold.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company is exposed to market risk from changes in interest rates
and commodity prices.
Interest Rate Risk
The Company had $65 million of variable rate debt at June 30, 2000.
The interest rates on the variable rate debt are based on the London
Interbank Offered Rate (LIBOR). Assuming this level of borrowings, a
hypothetical one-percentage point increase in the LIBOR interest rate would
increase the Company's annual interest expense by $650,000.
Commodity Price Risk
The price and availability of diesel fuel are subject to fluctuations
due to changes in the level of global oil production, seasonality, weather,
and other market factors. Historically, the Company has been able to
recover a portion of short-term fuel price increases from customers in the
form of fuel surcharges. As of June 30, 2000, the Company has implemented
customer fuel surcharges with a majority of its revenue base to offset a
portion of the higher fuel cost per gallon. The Company cannot predict
whether high fuel price levels will continue in the future or the extent to
which fuel surcharges can be collected to offset such increases. As of
June 30, 2000, the Company had no derivative financial instruments to
reduce its exposure to fuel price fluctuations.
11
<PAGE>
PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Werner Enterprises, Inc. was
held on May 9, 2000 for the purpose of electing three directors for three-
year terms and voting on a proposed amendment to the Company's Stock Option
Plan. Proxies for the meeting were solicited pursuant to Section 14(a) of
the Securities Exchange Act of 1934, and there was no solicitation in
opposition to management's nominees. Each of management's nominees for
director as listed in the Proxy Statement was elected. Of the 47,042,035
shares entitled to vote, stockholders representing 45,160,100 shares
(96.0%) were present in person or by proxy. The voting tabulation was as
follows:
<TABLE>
<CAPTION>
Shares Voted Shares Voted
"FOR" "ABSTAIN"
------------ ------------
<S> <C> <C>
Clarence L. Werner 38,889,688 6,270,412
Irving B. Epstein 41,345,942 3,814,158
Jeffrey G. Doll 42,685,869 2,474,231
</TABLE>
The stockholders also approved the amendment to the Stock Option Plan
to increase the maximum number of shares that may be optioned or sold under
the Plan by 5,000,000 to a total of 8,750,000 shares. The voting
tabulation was as follows:
<TABLE>
<CAPTION>
Shares Voted Shares Voted Shares Voted
"FOR" "AGAINST" "ABSTAIN"
------------ ------------ ------------
<S> <C> <C> <C>
Stock Option Plan Amendment 31,981,803 10,530,590 20,594
</TABLE>
12
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit Incorporated
Number Description by Reference to
------- ----------- ---------------
2.1 Initial Subscription Agreement of Exhibit 2.1 to the
Transplace.com LLC, dated April 19, 2000 Company's report on
Form 8-K filed
July 17, 2000
2.2 Operating Agreement of Transplace.com Exhibit 2.2 to the
LLC, dated April 19, 2000 Company's report on
Form 8-K filed
July 17, 2000
10 Second Amended and Restated Stock Option Plan Filed herewith
11 Statement Re: Computation of Per Share Earnings Filed herewith
27 June 30, 2000 Financial Data Schedule Filed herewith
(b) Reports on Form 8-K.
(i) A report on Form 8-K, filed April 17, 2000, regarding a news
release on April 14, 2000, announcing the Company's operating
revenues and earnings for the first quarter ended March 31, 2000.
(ii) A report on Form 8-K, filed May 19, 2000, regarding a news
release on May 18, 2000, announcing that higher fuel prices and a
weak market for the sale of used trucks are affecting the
Company's second quarter 2000 earnings.
13
<PAGE>
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 thereunto duly authorized.
WERNER ENTERPRISES, INC.
Date: August 14, 2000 By: /s/ John J. Steele
--------------------------- -----------------------------
John J. Steele
Vice President, Treasurer and
Chief Financial Officer
Date: August 14, 2000 By: /s/ James L. Johnson
--------------------------- -----------------------------
James L. Johnson
Vice President, Controller and
Corporate Secretary
14
