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
September 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 October 31, 2000, 47,006,202 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
September 30, 2000 and 1999 3
Consolidated Statements of Income for the Nine Months Ended
September 30, 2000 and 1999 4
Consolidated Condensed Balance Sheets as of September 30, 2000
and December 31, 1999 5
Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2000 and 1999 6
Notes to Consolidated Financial Statements as of September 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 12
PART II - OTHER INFORMATION
Items 1, 2, 3, 4 and 5 - Not Applicable
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 nine-month periods ended
September 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) September 30
-----------------------------------------------------------------------------
2000 1999
-----------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Operating revenues $ 304,572 $ 270,144
-------------------------
Operating expenses:
Salaries, wages and benefits 109,283 97,830
Fuel 35,237 21,600
Supplies and maintenance 26,895 23,027
Taxes and licenses 22,563 20,467
Insurance and claims 9,923 7,040
Depreciation 27,811 25,415
Rent and purchased transportation 48,603 45,382
Communications and utilities 3,688 3,394
Other (474) (2,852)
-------------------------
Total operating expenses 283,529 241,303
-------------------------
Operating income 21,043 28,841
-------------------------
Other expense (income):
Interest expense 2,043 1,731
Interest income (688) (355)
Other (136) 83
-------------------------
Total other expense 1,219 1,459
-------------------------
Income before income taxes 19,824 27,382
Income taxes 7,533 10,405
-------------------------
Net income $ 12,291 $ 16,977
=========================
Average common shares outstanding 47,066 47,464
=========================
Basic earnings per share $ .26 $ .36
=========================
Diluted shares outstanding 47,191 47,741
=========================
Diluted earnings per share $ .26 $ .36
=========================
Dividends declared per share $ .025 $ .025
=========================
</TABLE>
3
<PAGE>
WERNER ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Nine Months Ended
(In thousands, except per share amounts) September 30
-----------------------------------------------------------------------------
2000 1999
-----------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Operating revenues $ 903,193 $ 771,770
-------------------------
Operating expenses:
Salaries, wages and benefits 320,135 282,397
Fuel 98,285 53,819
Supplies and maintenance 78,534 64,190
Taxes and licenses 66,211 60,071
Insurance and claims 25,127 24,311
Depreciation 80,926 73,606
Rent and purchased transportation 164,968 131,565
Communications and utilities 10,849 9,904
Other (3,838) (7,868)
-------------------------
Total operating expenses 841,197 691,995
-------------------------
Operating income 61,996 79,775
-------------------------
Other expense (income):
Interest expense 6,256 4,574
Interest income (1,760) (1,028)
Other 204 140
-------------------------
Total other expense 4,700 3,686
-------------------------
Income before income taxes 57,296 76,089
Income taxes 21,772 28,914
-------------------------
Net income $ 35,524 $ 47,175
=========================
Average common shares outstanding 47,073 47,389
=========================
Basic earnings per share $ .75 $ 1.00
=========================
Diluted shares outstanding 47,260 47,648
=========================
Diluted earnings per share $ .75 $ .99
=========================
Dividends declared per share $ .075 $ .075
=========================
</TABLE>
4
<PAGE>
WERNER ENTERPRISES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
(In thousands) September 30 December 31
-----------------------------------------------------------------------------
2000 1999
-----------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 19,416 $ 15,368
Accounts receivable, net 131,107 127,211
Accounts receivable from unconsolidated
affiliate 3,219 -
Other receivables 13,637 11,217
Prepaid taxes, licenses and permits 3,706 12,423
Other current assets 29,950 22,608
--------------------------
Total current assets 201,035 188,827
--------------------------
Property and equipment 1,002,222 970,609
Less - accumulated depreciation 296,918 262,557
--------------------------
Property and equipment, net 705,304 708,052
--------------------------
Notes receivable 3,849 -
Investment in unconsolidated affiliate 5,074 -
--------------------------
$ 915,262 $ 896,879
==========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 28,609 $ 35,686
Short-term debt - 25,000
Insurance and claims accruals 35,378 32,993
Accrued payroll 16,390 11,846
Other current liabilities 25,134 15,681
--------------------------
Total current liabilities 105,511 121,206
--------------------------
Long-term debt 115,000 120,000
Insurance, claims and other long-term accruals 30,301 30,301
Deferred income taxes 139,481 130,600
Stockholders' equity 524,969 494,772
--------------------------
$ 915,262 $ 896,879
==========================
</TABLE>
5
<PAGE>
WERNER ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
(In thousands) September 30
-----------------------------------------------------------------------------
2000 1999
-----------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 35,524 $ 47,175
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 80,926 73,606
Deferred income taxes 8,881 11,794
Gain on disposal of operating equipment (4,856) (8,842)
Equity in income of unconsolidated affiliate (74) -
Tax benefit from exercise of stock options 66 659
Insurance claims and other long-term
accruals - 500
Changes in certain working capital items:
Accounts receivable, net (3,896) (40,727)
Prepaid expenses and other current assets (4,264) 3,044
Accounts payable (7,077) (5,872)
Other current liabilities 16,372 18,595
-------------------------
Net cash provided by operating activities 121,602 99,932
-------------------------
Cash flows from investing activities:
Additions to property and equipment (129,625) (188,157)
Proceeds from sales of property and equipment 52,330 57,080
Investment in unconsolidated affiliate (5,000) -
Proceeds from collection of notes receivable 124 -
-------------------------
Net cash used in investing activities (82,171) (131,077)
-------------------------
Cash flows from financing activities:
Proceeds from issuance of short-term debt - 30,000
Repayments of short-term debt (25,000) (15,000)
Proceeds from issuance of long-term debt 10,000 20,000
Repayments of long-term debt (15,000) -
Dividends on common stock (3,533) (3,552)
Repurchases of common stock (2,135) -
Stock options exercised 285 2,151
-------------------------
Net cash provided by (used in) financing
activities (35,383) 33,599
-------------------------
Net increase in cash and cash equivalents 4,048 2,454
Cash and cash equivalents, beginning of period 15,368 15,913
-------------------------
Cash and cash equivalents, end of period $ 19,416 $ 18,367
=========================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 5,949 $ 5,098
Income taxes $ 3,915 $ 11,158
Supplemental schedule of non-cash investing
activities:
Notes receivable issued upon sale of revenue
equipment $ 3,973 $ -
</TABLE>
6
<PAGE>
WERNER ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Investment in Unconsolidated Affiliate
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 - Covenant Transport, Inc.; J. B. Hunt Transport
Services, Inc.; M. S. Carriers, Inc.; Swift Transportation Co., Inc.; U. S.
Xpress Enterprises, Inc.; and Werner Enterprises, Inc. Accordingly, the
Company is accounting for its investment in TPC using the equity method.
At September 30, 2000, the investment in unconsolidated affiliate includes
a $5,000,000 investment in TPC plus the Company's 15% equity in the
cumulative earnings of unconsolidated affiliate of $74,000.
(2) Long-Term Debt
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
September 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 September 30, 2000) based on the London
Interbank Offered Rate (LIBOR) and mature at various dates from August 2002
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 September 30, 2000.
(3) Commitments
As of September 30, 2000, the Company has commitments for capital
expenditures of approximately $28 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. The Company
assumes no obligation to update any forward-looking statement to the extent
it becomes aware that it will not be achieved for any reason.
Financial Condition:
During the nine months ended September 30, 2000, the Company generated
cash flow from operations of $121.6 million. The cash flow from operations
enabled the Company to make net property additions, primarily revenue
equipment, of $77.3 million, invest $5.0 million in Transplace.com, repay
$30.0 million of debt, repurchase common stock of $2.1 million, and pay
common stock dividends of $3.5 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.
During the quarter ended September 30, 2000, the Company purchased
2,000 shares of its common stock pursuant to a standing authorization of
the Company's board of directors dated December 29, 1997. The Company's
board of directors approved the purchase of up to 2,500,000 shares with
this authorization. As of September 30, 2000, the Company had purchased a
total of 1,218,526 shares, leaving 1,281,474 shares available for
repurchase.
The Company's debt to equity ratio at September 30, 2000 was 21.9%,
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 18.0% at September 30, 2000 compared to 22.7% at
December 31, 1999.
8
<PAGE>
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 Nine Months Ended
September 30 September 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 35.9 36.2 35.4 36.6
Fuel 11.6 8.0 10.9 7.0
Supplies and maintenance 8.8 8.5 8.7 8.3
Taxes and licenses 7.4 7.6 7.3 7.8
Insurance and claims 3.3 2.6 2.8 3.2
Depreciation 9.1 9.4 8.9 9.5
Rent and purchased transportation 16.0 16.8 18.3 17.0
Communications and utilities 1.2 1.3 1.2 1.3
Other (0.2) (1.1) (0.4) (1.0)
------------------ -----------------
Total operating expenses 93.1 89.3 93.1 89.7
------------------ -----------------
Operating income 6.9 10.7 6.9 10.3
Net interest expense and other 0.4 0.5 0.6 0.5
------------------ -----------------
Income before income taxes 6.5 10.2 6.3 9.8
Income taxes 2.5 3.9 2.4 3.7
------------------ -----------------
Net income 4.0% 6.3% 3.9% 6.1%
================== =================
</TABLE>
Three Months Ended September 30, 2000 and 1999
----------------------------------------------
Operating revenues increased 12.7% for the three months ended
September 30, 2000, compared to the same period of the prior year, due in
part to a 6.6% increase in the average number of tractors in service.
Average tractors in service increased from 6,949 in third quarter 1999 to
7,410 in third quarter 2000. Revenue per mile, excluding fuel surcharges,
increased 3.4% and revenue per mile, including fuel surcharges, increased
8.4% compared to third quarter 1999. Excluding fuel surcharge revenues,
trucking revenues increased 9% for the three months ended September 30,
2000 compared to the same period of the prior year. These increases were
offset by a $3.1 million decrease (23% decrease) in revenues from logistics
and other non-trucking transportation services due to the Company
transferring logistics business to Transplace.com on June 30, 2000. See
discussion of Transplace.com below.
Freight demand during much of third quarter 2000 was slightly less
than anticipated, when compared to the same period a year ago. The Company
experienced a small increase in its empty mile percentage and a small
decrease in miles per truck when compared to third quarter 1999. Over the
past several months, the Company has increased its focus on margin
improvement and debt reduction rather than on growth. Progress has been
achieved this quarter through increases in revenue per mile as discussed
above, the reduction of controllable costs, and improved efficiency. Until
market conditions improve, the Company anticipates growing its fleet at a
slower rate. However, when market conditions improve, the Company intends
to increase its growth rate.
9
<PAGE>
Operating expenses, expressed as a percentage of operating revenues,
were 93.1% for the three months ended September 30, 2000, compared to 89.3%
for the three months ended September 30, 1999. The Company's increase in
revenue per mile discussed above resulted in a decrease in several expense
categories as a percentage of revenue, as described in the following pages.
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 most of Werner's logistics business is no
longer shown in the Company's income statements as operating revenues and
operating expenses (primarily rent and purchased transportation expense),
respectively, beginning in this third quarter 2000. Werner is accounting
for its approximate 15% investment in Transplace.com using the equity
method of accounting. Thus, Werner accrues its percentage share of the
earnings of Transplace.com in its income statement as a non-operating item.
Werner's logistics business, which was transferred to Transplace.com,
accounted for an approximate 4% reduction in total revenues in third
quarter 2000.
Salaries, wages and benefits decreased from 36.2% to 35.9% of revenues
due primarily to the increase in revenue per mile. 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.
Fuel increased from 8.0% to 11.6% 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 approximately 50% higher in third quarter 2000 compared to third
quarter 1999. The Company's customer fuel surcharge reimbursement programs
recovered approximately 90% of the increase in fuel cost in third quarter
2000 compared to third quarter 1999. However, fuel prices in the third
quarter of 1999 were over 40% higher than the third quarter of 1998, which
reduced earnings per share in the third quarter of 1999 by approximately
six cents per share. A portion of the fuel expense increase was not
recovered during third 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 continues to work with customers to
improve 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
fourth quarter 2000 and beyond will be adversely impacted to the extent the
higher costs are not recovered from customers.
Supplies and maintenance expense increased from 8.5% to 8.8% of
revenues due in part to higher driver travel, driver lodging, driver
advertising, and over-the-road maintenance expense. Insurance and claims
increased from 2.6% to 3.3% of revenues due in part to abnormal increases
in property damage and cargo claims. Depreciation decreased from 9.4% to
9.1% of revenues due to higher revenue per truck.
Rent and purchased transportation decreased from 16.8% to 16.0% of
revenues due primarily to transferring most of the Company's logistics
business to Transplace.com and a slight decrease in owner-operator miles
as a percentage of total miles, offset by rent expense associated with
10
<PAGE>
tractors under operating leases and higher reimbursements to owner-
operators for the higher cost of fuel. The Company has experienced
difficulty in recruiting and retaining owner-operators because of high fuel
prices, resulting in a reduction of the number of owner-operator contracts
from 1,230 as of September 30, 1999 to 1,200 as of September 30, 2000. The
Company is currently paying owner operators based on fuel surcharge
reimbursements received from customers. 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.
Other operating expenses changed from (1.1)% to (0.2)% 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 third quarter 2000 compared
to the third 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 fourth quarter 2000 may be
adversely impacted in relation to the comparable period of 1999.
Nine Months Ended September 30, 2000 and 1999
---------------------------------------------
Operating revenues increased by 17.0% for the nine months ended
September 30, 2000, compared to the same period of the previous year,
primarily due to a 9.0% increase in the average number of tractors.
Revenue per mile, excluding fuel surcharges, increased 2.8% due primarily
to rate increases. A $8.2 million increase in revenues from logistics and
other non-trucking transportation services, primarily during the first six
months of 2000, also contributed to the overall increase in operating
revenues. The Company transferred most of its logistics business to
Transplace.com on June 30, 2000.
Operating expenses, expressed as a percentage of operating revenues,
were 93.1% for the nine months ended September 30, 2000, compared to 89.7%
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 (18.8% in 2000 compared to
17.9% in 1999), resulted in a shift in costs to the rent and purchased
transportation expense category from several other expense categories.
Salaries, wages and benefits decreased from 36.6% to 35.4% of
revenues, due to the increase in logistics and other non-trucking
transportation revenues, more owner-operator miles as a percentage of total
miles, and the increase in revenue per mile. Fuel increased from 7.0% to
10.9% of revenues due mainly to higher fuel prices, on average, during the
nine months ended September 30, 2000, compared to the same period of 1999.
Supplies and maintenance increased from 8.3% to 8.7% of revenues due
primarily to higher tractor and trailer maintenance costs and higher driver
travel, lodging, and advertising expenses, 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 7.8% to 7.3% of
revenues due primarily to the increase in logistics and other non-trucking
revenues. Insurance and claims decreased from 3.2% to 2.8% 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 nine months ended September 30, 2000. Depreciation
decreased from 9.5% 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, and leased tractors. Rent and purchased
transportation increased from 17.0% to 18.3% of revenues due to the
increase in logistics and other non-trucking transportation services, the
increase in owner-operator miles as a percentage of total miles,
reimbursements to owner-operators for the higher costs of fuel, and leased
tractors. Other operating expenses changed from (1.0)% to (0.4)% of
revenues due to a weaker used truck market during the nine months ended
September 30, 2000, which reduced the average gain per truck sold and the
number of trucks sold.
11
<PAGE>
Accounting Standards:
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities ("SFAS 133"). SFAS 133,
effective for all fiscal quarters of fiscal years beginning after June 15,
2000, establishes standards for reporting and display of derivative
instruments and for hedging activities. Management believes that SFAS 133
will not have a material effect on the financial position or results of
operations of the Company.
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 September 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 September 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 September 30, 2000, the Company had no derivative financial
instruments to reduce its exposure to fuel price fluctuations.
12
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit Incorporated
Number Description by Reference to
------- ----------- ---------------
11 Statement Re: Computation of Per Share Earnings Filed herewith
27 September 30, 2000 Financial Data Schedule Filed herewith
(b) Reports on Form 8-K.
(i) A report on Form 8-K, filed July 17, 2000, regarding the
transfer of the Company's transportation logistics business and
related intangible assets, effective June 30, 2000, to
Transplace.com, LLC in exchange for an approximate 15% equity
interest in Transplace.com and regarding a related news release
on July 13, 2000, announcing that Transplace.com had commenced
operations on July 1, 2000.
(ii) A report on Form 8-K, filed July 25, 2000, regarding a news
release on July 20, 2000, announcing the Company's operating
revenues and earnings for the second quarter ended June 30, 2000.
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: November 14, 2000 By: /s/ John J. Steele
------------------------------ ------------------------------
John J. Steele
Vice President, Treasurer and
Chief Financial Officer
Date: November 14, 2000 By: /s/ James L. Johnson
------------------------------ ------------------------------
James L. Johnson
Vice President, Controller and
Corporate Secretary
14
