Werner Enterprises (WERN) 10-Q 2 Aug 16 2016 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Jul. 29, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period Start Date	Jan. 1, 2016
Document Period End Date	Jun. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2
Entity Registrant Name	WERNER ENTERPRISES INC
Entity Central Index Key	793,074
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		72,059,085

Consolidated Statements Of Inco

Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Operating revenues	$ 498,681	$ 534,644	$ 981,483	$ 1,030,298
Operating expenses:
Salaries, wages and benefits	159,699	160,376	316,436	311,841
Fuel	39,336	57,381	71,396	110,141
Supplies and maintenance	42,417	46,388	89,532	94,045
Taxes and licenses	21,826	22,763	42,813	43,843
Insurance and claims	21,931	20,615	40,278	42,662
Depreciation	50,904	48,264	101,068	93,984
Rent and purchased transportation	127,303	124,952	245,279	238,700
Communications and utilities	3,995	3,837	7,904	7,515
Other	1,717	(2,142)	4,737	(2,828)
Total operating expenses	469,128	482,434	919,443	939,903
Operating income	29,553	52,210	62,040	90,395
Other expense (income):
Interest expense	596	583	1,090	1,058
Interest income	(1,109)	(697)	(2,099)	(1,328)
Other	57	135	102	225
Total other income	(456)	21	(907)	(45)
Income before income taxes	30,009	52,189	62,947	90,440
Income taxes	11,703	20,341	24,549	35,450
Net income	$ 18,306	$ 31,848	$ 38,398	$ 54,990
Earnings per share:
Basic	$ 0.25	$ 0.44	$ 0.53	$ 0.76
Diluted	0.25	0.44	0.53	0.76
Dividends declared per share	$ 0.060	$ 0.050	$ 0.120	$ 0.100
Weighted-average common shares outstanding:
Basic	72,048	71,945	72,036	72,005
Diluted	72,366	72,424	72,349	72,482

Consolidated Statements Of Comp

Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Net income	$ 18,306	$ 31,848	$ 38,398	$ 54,990
Other comprehensive loss:
Foreign currency translation adjustments	(2,042)	(698)	(1,986)	(1,534)
Change in fair value of interest rate swap	(170)	324	(905)	237
Other comprehensive loss	(2,212)	(374)	(2,891)	(1,297)
Comprehensive income	$ 16,094	$ 31,474	$ 35,507	$ 53,693

Consolidated Condensed Balance

Consolidated Condensed Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 15,237	$ 31,833
Accounts receivable, trade, less allowance of $8,970 and $10,298, respectively	239,108	251,023
Other receivables	20,947	17,241
Inventories and supplies	14,823	16,415
Prepaid taxes, licenses and permits	7,620	15,657
Income taxes receivable	23,321	20,052
Other current assets	27,532	27,281
Total current assets	348,588	379,502
Property and equipment	2,057,986	1,908,600
Less – accumulated depreciation	743,768	754,130
Property and equipment, net	1,314,218	1,154,470
Other non-current assets	64,061	51,675
Total assets	1,726,867	1,585,647
Current liabilities:
Checks issued in excess of cash balances	6,941	0
Accounts payable	85,547	70,643
Insurance and claims accruals	72,992	64,106
Accrued payroll	28,447	25,233
Other current liabilities	18,006	23,720
Total current liabilities	211,933	183,702
Long-term debt, net of current portion	145,000	75,000
Other long-term liabilities	21,061	19,832
Insurance and claims accruals, net of current portion	116,725	125,195
Deferred income taxes	269,012	246,264
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value, 200,000,000 shares authorized; 80,533,536 shares issued; 72,050,173 and 71,998,750 shares outstanding, respectively	805	805
Paid-in capital	102,489	102,734
Retained earnings	1,052,718	1,022,966
Accumulated other comprehensive loss	(15,954)	(13,063)
Treasury stock, at cost; 8,483,363 and 8,534,786 shares, respectively	(176,922)	(177,788)
Total stockholders’ equity	963,136	935,654
Total liabilities and stockholders’ equity	$ 1,726,867	$ 1,585,647

Consolidated Condensed Balance5

Consolidated Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Allowance for doubtful trade accounts receivable	$ 8,970	$ 10,298
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	80,533,536	80,533,536
Common stock, shares outstanding	72,050,173	71,998,750
Treasury stock, shares	8,483,363	8,534,786

Consolidated Statements Of Cash

Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash flows from operating activities:
Net income	$ 38,398	$ 54,990
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	101,068	93,984
Deferred income taxes	23,621	(3,097)
Gain on disposal of property and equipment	(10,147)	(12,191)
Non-cash equity compensation	1,011	3,755
Insurance and claims accruals, net of current portion	(8,470)	7,100
Other	(5,212)	2,186
Changes in certain working capital items:
Accounts receivable, net	11,915	7,904
Other current assets	5,711	28,584
Accounts payable	3,627	16,254
Other current liabilities	9,500	(5,897)
Net cash provided by operating activities	171,022	193,572
Cash flows from investing activities:
Additions to property and equipment	(313,080)	(216,187)
Proceeds from sales of property and equipment	52,554	56,781
Decrease in notes receivable	8,297	7,188
Net cash used in investing activities	(252,229)	(152,218)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	70,000	0
Change in net checks issued in excess of cash balances	6,941	0
Dividends on common stock	(8,643)	(7,207)
Repurchases of common stock	0	(6,438)
Tax withholding related to net share settlements of restricted stock awards	(559)	(393)
Stock options exercised	185	763
Excess tax benefits from equity compensation	(16)	199
Payment of notes payable	(3,117)	(3,117)
Net cash provided by (used in) financing activities	64,791	(16,193)
Effect of exchange rate fluctuations on cash	(180)	(274)
Net increase (decrease) in cash and cash equivalents	(16,596)	24,887
Cash and cash equivalents, beginning of period	31,833	22,604
Cash and cash equivalents, end of period	15,237	47,491
Supplemental disclosures of cash flow information:
Interest paid	1,072	1,066
Income taxes paid	4,238	17,862
Supplemental schedule of non-cash investing activities:
Notes receivable issued upon sale of property and equipment	18,743	12,549
Change in fair value of interest rate swap	(905)	237
Property and equipment acquired included in accounts payable	11,904	8,967
Property and equipment disposed included in other receivables	$ 606	$ 0

Accounting Policies

Accounting Policies	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Accounting Policies	Accounting Policies Presentation of Deferred Taxes In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, which requires presentation of deferred tax assets and liabilities as non-current in the balance sheet, which simplifies the current guidance. Effective January 1, 2016, we early-adopted the guidance and retrospectively adjusted the December 31, 2015 presentation by reclassifying $28.0 million of current deferred tax assets into the non-current liability “Deferred income taxes.”

Credit Facilities

Credit Facilities	6 Months Ended
	Jun. 30, 2016
Line of Credit Facility [Abstract]
Credit Facilities	Credit Facilities As of June 30, 2016 , we had unsecured committed credit facilities with three banks as well as a term commitment with one of these banks. We had with Wells Fargo Bank, N.A., a $100.0 million credit facility which will expire on July 12, 2020 , and a $75.0 million term commitment with principal due and payable on September 15, 2019 . We had an unsecured line of credit of $75.0 million with U.S. Bank, N.A.,which expires on July 13, 2020 . We also had a $75.0 million credit facility with BMO Harris Bank, N.A., which will expire on March 5, 2020 . Borrowings under these credit facilities and term note bear variable interest based on the London Interbank Offered Rate (“LIBOR”). As of June 30, 2016 , and December 31, 2015 , our outstanding debt totaled $145.0 million and $75.0 million , respectively. We had $75.0 million outstanding under the term commitment at a variable rate of 1.0421% as of June 30, 2016, which is effectively fixed at 2.5% with an interest rate swap agreement, and we had an additional $70.0 million outstanding under the credit facilities at a weighted average interest rate of 1.0257% . The $325.0 million of borrowing capacity under our credit facilities at June 30, 2016 , is further reduced by $31.0 million in stand-by letters of credit under which we are obligated. Subsequent to the end of the quarter, we made additional net borrowings of $35.0 million from the aforementioned credit facilities. Each of the debt agreements includes, among other things, financial covenants requiring us (i) not to exceed a maximum ratio of total debt to total capitalization and/or (ii) not to exceed a maximum ratio of total funded debt to earnings before interest, income taxes, depreciation and amortization (as such terms are defined in each credit facility). At June 30, 2016 , we were in compliance with these covenants. At June 30, 2016 , the aggregate future maturities of long-term debt by year are as follows (in thousands): 2016 $ — 2017 — 2018 — 2019 75,000 2020 70,000 Total $ 145,000 The carrying amounts of our long-term debt approximate fair value due to the duration of the notes and the variable interest rates.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2016
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes For the three-month and six-month periods ended June 30, 2016 , there were no material changes to the total amount of unrecognized tax benefits. We accrued interest expense of $75 thousand and $65 thousand during the three-month periods ended June 30, 2016 , and June 30, 2015 , respectively, and $127 thousand and $124 thousand during the six-month periods ended June 30, 2016, and June 30, 2015, respectively, excluding the reversal of accrued interest related to adjustments for the remeasurement of uncertain tax positions. Our total gross liability for unrecognized tax benefits at June 30, 2016 , is $8.0 million . If recognized, $5.1 million of unrecognized tax benefits would impact our effective tax rate. Interest of $1.5 million has been reflected as a component of the total liability. We expect no other significant increases or decreases for uncertain tax positions during the next twelve months. We file U.S. federal income tax returns, as well as income tax returns in various states and several foreign jurisdictions. The years 2011 through 2015 are open for examination by the Internal Revenue Service (“IRS”), and various years are open for examination by state and foreign tax authorities. The IRS is currently performing an audit of our amended 2011 federal income tax return. State and foreign jurisdictional statutes of limitations generally range from three to four years.

Commitments And Contingencies

Commitments And Contingencies	6 Months Ended
	Jun. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies As of June 30, 2016 , we have committed to property and equipment purchases of approximately $221.9 million . We are involved in certain claims and pending litigation arising in the ordinary course of business. The majority of these claims relate to bodily injury, property damage, cargo and workers’ compensation incurred in the transportation of freight, as well as certain class action litigation related to personnel and employment matters. We accrue for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the knowledge of the facts, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on our consolidated financial statements. Moreover, the results of complex legal proceedings are difficult to predict and our view of these matters may change in the future as the litigation and related events unfold. We are involved in class action litigation in the U.S. District Court for the District of Nebraska, in which the plaintiffs allege that we owe drivers for unpaid wages under the Fair Labor Standards Act (FLSA) and the Nebraska Wage Payment and Collection Act and that we failed to pay minimum wage per hour for drivers in our student driver training program, related to short break time and sleeper berth time. The period covered by this class action suit dates back to 2008 through March 2014. In August 2015, the court denied our motion for summary judgment and granted the plaintiff’s motion for summary judgment, ruling in plaintiff’s favor on both theories of liability (short breaks and sleeper berth time). During second quarter 2016, the court issued two rulings, the first of which dismissed the plaintiff’s claims under the Nebraska Wage Payment and Collection Act (but not the FLSA) and the second of which granted our motion to strike plaintiff’s untimely damages calculations. As a result, we reduced our accrual from $2.0 million at March 31, 2016 to $1.2 million as of June 30, 2016 for the short break matter. Based on the knowledge of the facts related to the sleeper berth matter, management does not currently believe a loss is probable, thus we have not accrued for the sleeper berth matter. We are currently unable to determine the possible loss or range of loss. We intend to vigorously defend the merits of these claims and to appeal any adverse verdict in this case. We are also involved in certain class action litigation in which the plaintiffs allege claims for failure to provide meal and rest breaks, unpaid wages, unauthorized deductions and other items. Based on the knowledge of the facts, management does not currently believe the outcome of the litigation is likely to have a material adverse effect on our financial position or results of operations. However, the final disposition of these matters and the impact of such final dispositions cannot be determined at this time.

Earnings Per Share

Earnings Per Share	6 Months Ended
	Jun. 30, 2016
Earnings Per Share [Abstract]
Earnings Per Share	Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and restricted stock awards. There are no differences in the numerators of our computations of basic and diluted earnings per share for any period presented. The computation of basic and diluted earnings per share is shown below (in thousands, except per share amounts). Three Months Ended Six Months Ended 2016 2015 2016 2015 Net income $ 18,306 $ 31,848 $ 38,398 $ 54,990 Weighted average common shares outstanding 72,048 71,945 72,036 72,005 Dilutive effect of stock-based awards 318 479 313 477 Shares used in computing diluted earnings per share 72,366 72,424 72,349 72,482 Basic earnings per share $ 0.25 $ 0.44 $ 0.53 $ 0.76 Diluted earnings per share $ 0.25 $ 0.44 $ 0.53 $ 0.76 There were no options to purchase shares of common stock that were outstanding during the periods indicated above that were excluded from the computation of diluted earnings per share because the option purchase price was greater than the average market price of the common shares during the period. Performance awards are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied.

Equity Compensation

Equity Compensation	6 Months Ended
	Jun. 30, 2016
Equity Compensation [Abstract]
Equity Compensation	Equity Compensation The Werner Enterprises, Inc. Amended and Restated Equity Plan (the “Equity Plan”), approved by the Company’s shareholders, provides for grants to employees and non-employee directors of the Company in the form of nonqualified stock options, restricted stock and units (“restricted awards”), performance stock and units (“performance awards”), and stock appreciation rights. The Board of Directors or the Compensation Committee of our Board of Directors determines the terms of each award, including the type, recipients, number of shares subject to and vesting conditions of each award. No awards of stock appreciation rights have been issued under the Equity Plan to date. The maximum number of shares of common stock that may be awarded under the Equity Plan is 20,000,000 shares. The maximum aggregate number of shares that may be awarded to any one person in any one calendar year under the Equity Plan is 500,000 . As of June 30, 2016 , there were 7,412,988 shares available for granting additional awards. Equity compensation expense is included in salaries, wages and benefits within the Consolidated Statements of Income. As of June 30, 2016 , the total unrecognized compensation cost related to non-vested equity compensation awards was approximately $7.9 million and is expected to be recognized over a weighted average period of 2.4 years . The following table summarizes the equity compensation expense and related income tax benefit recognized in the Consolidated Statements of Income (in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Stock options: Pre-tax compensation expense $ 4 $ 17 $ 9 $ 34 Tax benefit 2 6 4 13 Stock option expense, net of tax $ 2 $ 11 $ 5 $ 21 Restricted awards: Pre-tax compensation expense $ 800 $ 1,024 $ 930 $ 2,041 Tax benefit 313 404 363 806 Restricted award expense, net of tax $ 487 $ 620 $ 567 $ 1,235 Performance awards: Pre-tax compensation expense $ 530 $ 953 $ 111 $ 1,708 Tax benefit 206 377 43 675 Performance award expense, net of tax $ 324 $ 576 $ 68 $ 1,033 During the six-month period ended June 30, 2016, we recorded a $1.8 million reduction in compensation expense and a $0.7 million reduction of tax benefit resulting from a change in forfeiture estimates for certain restricted and performance awards, most of which relate to a previously disclosed executive retirement that occurred in February 2016. We do not have a formal policy for issuing shares upon an exercise of stock options or vesting of restricted and performance awards. Such shares are generally issued from treasury stock. From time to time, we repurchase shares of our common stock, the timing and amount of which depends on market and other factors. Historically, the shares acquired from such repurchases have provided us with sufficient quantities of stock to issue for equity compensation. Based on current treasury stock levels, we do not expect to repurchase additional shares specifically for equity compensation during 2016 . Stock Options Stock options are granted at prices equal to the market value of the common stock on the date the option award is granted. Option awards currently outstanding become exercisable in installments from 24 to 72 months after the date of grant. The options are exercisable over a period not to exceed ten years, one day from the date of grant. The following table summarizes stock option activity for the six months ended June 30, 2016 : Number of Options (in thousands) Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding at beginning of period 192 $ 18.29 Granted — — Exercised (10 ) 18.03 Forfeited (2 ) 22.28 Expired — — Outstanding at end of period 180 18.27 2.39 $ 848 Exercisable at end of period 172 18.07 2.24 $ 842 We did not grant any stock options during the three-month and six-month periods ended June 30, 2016 and June 30, 2015 . The fair value of stock option grants is estimated using a Black-Scholes valuation model. The total intrinsic value of stock options exercised was $71 thousand and $0.6 million for the six -month periods ended June 30, 2016 and June 30, 2015 , respectively. Restricted Awards Restricted stock entitles the holder to shares of common stock when the award vests. Restricted stock units entitle the holder to a combination of cash or stock equal to the value of common stock when the unit vests. The value of these shares may fluctuate according to market conditions and other factors. Restricted awards currently outstanding vest over periods ranging from 12 to 84 months from the grant date of the award. The restricted awards do not confer any voting or dividend rights to recipients until such shares vest and do not have any post-vesting sales restrictions. The following table summarizes restricted award activity for the six months ended June 30, 2016 : Number of Restricted Awards (in thousands) Weighted Average Grant Date Fair Value ($) Nonvested at beginning of period 445 $ 24.32 Granted — — Vested (2 ) 24.08 Forfeited (44 ) 21.21 Nonvested at end of period 399 24.66 We did not grant any restricted awards during the three-month and six-month periods ended June 30, 2016 and June 30, 2015. We estimate the fair value of restricted awards based upon the market price of the underlying common stock on the date of grant, reduced by the present value of estimated future dividends because the awards are not entitled to receive dividends prior to vesting. Our estimate of future dividends is based on the most recent quarterly dividend rate at the time of grant, adjusted for any known future changes in the dividend rate. Cash settled restricted stock units are recorded as a liability within the Consolidated Balance Sheets and are adjusted to fair value each reporting period. The total fair value of previously granted restricted awards vested during the three-month and six-month periods ended June 30, 2016 was $54 thousand and for the three-month and six-month periods ended June 30, 2015 was $70 thousand . We withheld shares based on the closing stock price on the vesting date to settle the employees’ minimum statutory obligation for the applicable income and other employment taxes. Total cash remitted for the employees’ tax obligations to the relevant taxing authorities is reflected as a financing activity within the Consolidated Statements of Cash Flows, and the shares withheld to satisfy the minimum tax withholding obligations are recorded as treasury stock. Performance Awards Performance awards entitle the recipient to shares of common stock upon attainment of performance objectives as pre-established by the Compensation Committee. If the performance objectives are achieved, performance awards currently outstanding vest, subject to continued employment, over periods ranging from 12 to 60 months from the grant date of the award. The performance awards do not confer any voting or dividend rights to recipients until such shares vest and do not have any post-vesting sales restrictions. The following table summarizes performance award activity for the six months ended June 30, 2016 : Number of Performance Awards (in thousands) Weighted Average Grant Date Fair Value ($) Nonvested at beginning of period 258 $ 27.23 Granted 110 26.53 Vested (60 ) 27.11 Forfeited (75 ) 27.45 Nonvested at end of period 233 26.86 We did not grant any performance awards during the three-month periods ended June 30, 2016 and June 30, 2015, and granted performance awards (in thousands) totaling 110 shares and 202 shares during the six -month periods ended June 30, 2016 and June 30, 2015 , respectively, including additional shares earned as a result of attaining performance objectives at higher than the target level. Performance awards are earned based upon the level of attainment by the Company of specified performance objectives related to earnings per share for the fiscal year, as established by the Compensation Committee. The number of shares which are ultimately earned for the 2016 awards will range from 0 percent to 123 percent of the target number based on the level of attainment of the performance objectives and ranged from 0 percent to 132 percent for the 2015 awards. We estimate the fair value of performance awards based upon the market price of the underlying common stock on the date of grant, reduced by the present value of estimated future dividends because the awards are not entitled to receive dividends prior to vesting. Our estimate of future dividends is based on the most recent quarterly dividend rate at the time of grant, adjusted for any known future changes in the dividend rate. The present value of estimated future dividends was calculated using the following assumptions: Six Months Ended 2016 2015 Dividends per share (quarterly amounts) $ 0.06 $ 0.05 Risk-free interest rate 1.5 % 1.6 % During the six -month period ended June 30, 2016 , the Compensation Committee determined that the 2015 fiscal year performance objectives were achieved at a level above the target level and 165,500 shares of common stock were earned (excluding those shares forfeited prior to the end of the performance period), subject to time-based vesting over a five-year period. The vesting date fair value of performance awards that vested during the six -month periods ended June 30, 2016 and June 30, 2015 was $1.6 million and $1.1 million , respectively. We withhold shares based on the closing stock price on the vesting date to settle the employees’ minimum statutory obligation for the applicable income and other employment taxes. Total cash remitted for employees’ tax obligations to the relevant taxing authorities is reflected as a financing activity within the Consolidated Statements of Cash Flows, and the shares withheld to satisfy the minimum tax withholding obligations are recorded as treasury stock.

Segment Information

Segment Information	6 Months Ended
	Jun. 30, 2016
Segment Reporting [Abstract]
Segment Information	Segment Information We have two reportable segments – Truckload Transportation Services (“Truckload”) and Werner Logistics (formerly Value Added Services). The Truckload segment consists of two operating units, One-Way Truckload and Specialized Services, that are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting. One-Way Truckload is comprised of the following operating fleets: (i) the medium-to-long-haul van (“Van”) fleet transports a variety of consumer nondurable products and other commodities in truckload quantities over irregular routes using dry van trailers; (ii) the expedited (“Expedited”) fleet provides time-sensitive truckload services utilizing driver teams; and (iii) the regional short-haul (“Regional”) fleet provides comparable truckload van service within geographic regions across the United States. Specialized Services (primarily Dedicated) provides truckload services dedicated to a specific customer, generally for a retail distribution center or manufacturing facility, including services for products requiring specialized trailers such as flatbed or temperature-controlled trailers. Revenues for the Truckload segment include a small amount of non-trucking revenues which consist primarily of the portion of shipments delivered to or from Mexico where we utilize a third-party capacity provider. The Werner Logistics segment generates the majority of our non-trucking revenues through four operating units that provide non-trucking services to our customers. These four Werner Logistics operating units are as follows: (i) truck brokerage (“Brokerage”) uses contracted carriers to complete customer shipments; (ii) freight management (“Freight Management”) offers a full range of single-source logistics management services and solutions; (iii) the intermodal (“Intermodal”) unit offers rail transportation through alliances with rail and drayage providers as an alternative to truck transportation; and (iv) Werner Global Logistics international (“WGL”) provides complete management of global shipments from origin to destination using a combination of air, ocean, truck and rail transportation modes. We generate other revenues from our driver training schools and from transportation-related activities such as third-party equipment maintenance, equipment leasing and other business activities. None of these operations meets the quantitative reporting thresholds. As a result, these operations are grouped in “Other” in the table below. “Corporate” includes revenues and expenses that are incidental to our activities and are not attributable to any of our operating segments. We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment. Inter-segment eliminations in the table below represent transactions between reporting segments that are eliminated in consolidation. The following table summarizes our segment information (in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Revenues Truckload Transportation Services $ 379,249 $ 417,015 $ 752,166 $ 807,578 Werner Logistics 103,965 103,450 200,542 194,310 Other 15,166 13,924 28,344 27,909 Corporate 614 725 987 1,246 Subtotal 498,994 535,114 982,039 1,031,043 Inter-segment eliminations (313 ) (470 ) (556 ) (745 ) Total $ 498,681 $ 534,644 $ 981,483 $ 1,030,298 Operating Income Truckload Transportation Services $ 22,766 $ 47,312 $ 55,125 $ 83,154 Werner Logistics 6,573 5,004 11,608 7,453 Other (1,839 ) (239 ) (3,773 ) (684 ) Corporate 2,053 133 (920 ) 472 Total $ 29,553 $ 52,210 $ 62,040 $ 90,395

Derivative Financial Instrument

Derivative Financial Instrument	6 Months Ended
	Jun. 30, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Financial Instrument	Derivative Financial Instrument In the normal course of business we are subject to risk from adverse fluctuations in foreign exchange and interest rates and commodity prices. We manage our risks for interest rate changes through use of an interest rate swap. At June 30, 2016 , we had one interest rate swap outstanding, which matures in September 2019, with a notional value of $75.0 million and a pre-tax fair value loss of $3.0 million . The counterparty to this contract is a major financial institution. We are exposed to credit loss in the event of non-performance by the counterparty. We do not use derivative instruments for trading or speculative purposes and have no derivative financial instruments to reduce our exposure to fuel price fluctuations. Our objective in managing exposure to interest rate risk is to limit the impact on earnings and cash flow. The extent to which we use such instruments is dependent on our access to these contracts in the financial markets and our success using other methods. Our outstanding derivative financial instrument is recognized as an other long-term liability in the Consolidated Balance Sheets at fair value. The interest rate swap is accounted for as a cash flow hedging instrument. At inception, we formally designated and documented the financial instrument as a hedge of a specific underlying exposure, the risk management objective, and the manner in which effectiveness of the hedge will be assessed. We formally assess, both at inception and at each reporting period thereafter, whether the derivative financial instrument is effective in offsetting changes in cash flows of the related underlying exposure. All changes in fair value of outstanding derivatives in cash flow hedges, except any ineffective portion, are recorded in other comprehensive income until earnings are impacted by the hedged transaction. Classification of the gain or loss in the Consolidated Statements of Income upon release from comprehensive income is the same as that of the underlying exposure. Any ineffective portion of the change in fair value of the instruments is recognized immediately in earnings. We will discontinue the use of hedge accounting prospectively when (i) the derivative instrument is no longer effective in offsetting changes in fair value or cash flows of the underlying hedged item; (ii) the derivative instrument expires, is sold, terminated or exercised; or (iii) designating the derivative instrument as a hedge is no longer appropriate. Should we discontinue hedge accounting because it is no longer probable that an anticipated transaction will occur in the originally expected period, or within an additional two-month period thereafter, changes to fair value accumulated in other comprehensive income would be recognized immediately in earnings. FASB ASC 815-10 requires companies to recognize the derivative instrument as an asset or a liability at fair value in the statement of financial position. Fair value of the derivative instrument is required to be measured under the FASB’s Fair Value Measurements and Disclosures guidance, which establishes a hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs use quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. The fair value of our interest rate swap is based on Level 2 inputs.

Accounting Policies (Policy)

Accounting Policies (Policy)	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Presentation of Deferred Taxes	In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, which requires presentation of deferred tax assets and liabilities as non-current in the balance sheet, which simplifies the current guidance. Effective January 1, 2016, we early-adopted the guidance and retrospectively adjusted the December 31, 2015 presentation by reclassifying $28.0 million of current deferred tax assets into the non-current liability “Deferred income taxes.”

Credit Facilities (Tables)

Credit Facilities (Tables)	6 Months Ended
	Jun. 30, 2016
Line of Credit Facility [Line Items]
Schedule of Maturities of Long-term Debt	At June 30, 2016 , the aggregate future maturities of long-term debt by year are as follows (in thousands): 2016 $ — 2017 — 2018 — 2019 75,000 2020 70,000 Total $ 145,000

Earnings Per Share (Tables)

Earnings Per Share (Tables)	6 Months Ended
	Jun. 30, 2016
Earnings Per Share [Abstract]
Schedule of Basic And Diluted Earnings Per Share	The computation of basic and diluted earnings per share is shown below (in thousands, except per share amounts). Three Months Ended Six Months Ended 2016 2015 2016 2015 Net income $ 18,306 $ 31,848 $ 38,398 $ 54,990 Weighted average common shares outstanding 72,048 71,945 72,036 72,005 Dilutive effect of stock-based awards 318 479 313 477 Shares used in computing diluted earnings per share 72,366 72,424 72,349 72,482 Basic earnings per share $ 0.25 $ 0.44 $ 0.53 $ 0.76 Diluted earnings per share $ 0.25 $ 0.44 $ 0.53 $ 0.76

Equity Compensation (Tables)

Equity Compensation (Tables)	6 Months Ended
	Jun. 30, 2016
Equity Compensation [Abstract]
Schedule of Equity Compensation Expense and Related Income Tax Benefit Recognized	The following table summarizes the equity compensation expense and related income tax benefit recognized in the Consolidated Statements of Income (in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Stock options: Pre-tax compensation expense $ 4 $ 17 $ 9 $ 34 Tax benefit 2 6 4 13 Stock option expense, net of tax $ 2 $ 11 $ 5 $ 21 Restricted awards: Pre-tax compensation expense $ 800 $ 1,024 $ 930 $ 2,041 Tax benefit 313 404 363 806 Restricted award expense, net of tax $ 487 $ 620 $ 567 $ 1,235 Performance awards: Pre-tax compensation expense $ 530 $ 953 $ 111 $ 1,708 Tax benefit 206 377 43 675 Performance award expense, net of tax $ 324 $ 576 $ 68 $ 1,033
Schedule of Equity Compensation Stock Options Activity	The following table summarizes stock option activity for the six months ended June 30, 2016 : Number of Options (in thousands) Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding at beginning of period 192 $ 18.29 Granted — — Exercised (10 ) 18.03 Forfeited (2 ) 22.28 Expired — — Outstanding at end of period 180 18.27 2.39 $ 848 Exercisable at end of period 172 18.07 2.24 $ 842
Schedule of Equity Compensation, Restricted Stock and Restricted Stock Units Activity	The following table summarizes restricted award activity for the six months ended June 30, 2016 : Number of Restricted Awards (in thousands) Weighted Average Grant Date Fair Value ($) Nonvested at beginning of period 445 $ 24.32 Granted — — Vested (2 ) 24.08 Forfeited (44 ) 21.21 Nonvested at end of period 399 24.66
Schedule of Equity Compensation Performance Award Activity	The following table summarizes performance award activity for the six months ended June 30, 2016 : Number of Performance Awards (in thousands) Weighted Average Grant Date Fair Value ($) Nonvested at beginning of period 258 $ 27.23 Granted 110 26.53 Vested (60 ) 27.11 Forfeited (75 ) 27.45 Nonvested at end of period 233 26.86
Schedule of Equity Compensation Performance Award Valuation Assumptions	The present value of estimated future dividends was calculated using the following assumptions: Six Months Ended 2016 2015 Dividends per share (quarterly amounts) $ 0.06 $ 0.05 Risk-free interest rate 1.5 % 1.6 %

Segment Information (Tables)

Segment Information (Tables)	6 Months Ended
	Jun. 30, 2016
Segment Reporting [Abstract]
Schedule of Segment Information	The following table summarizes our segment information (in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Revenues Truckload Transportation Services $ 379,249 $ 417,015 $ 752,166 $ 807,578 Werner Logistics 103,965 103,450 200,542 194,310 Other 15,166 13,924 28,344 27,909 Corporate 614 725 987 1,246 Subtotal 498,994 535,114 982,039 1,031,043 Inter-segment eliminations (313 ) (470 ) (556 ) (745 ) Total $ 498,681 $ 534,644 $ 981,483 $ 1,030,298 Operating Income Truckload Transportation Services $ 22,766 $ 47,312 $ 55,125 $ 83,154 Werner Logistics 6,573 5,004 11,608 7,453 Other (1,839 ) (239 ) (3,773 ) (684 ) Corporate 2,053 133 (920 ) 472 Total $ 29,553 $ 52,210 $ 62,040 $ 90,395

Accounting Policies (Details)

Accounting Policies (Details) $ in Millions	6 Months Ended
	Jun. 30, 2016USD ($)
Reclassification of Deferred Tax Asset [Abstract]
Prior period reclassification adjustment	$ 28

Credit Facilities (Narrative) (

Credit Facilities (Narrative) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Aug. 02, 2016	Dec. 31, 2015
Line of Credit Facility [Line Items]
Total of committed credit facilities with banks	$ 325,000
Borrowings outstanding	145,000		$ 75,000
Stand-by letters of credit	31,000
Mature September 15, 2019
Line of Credit Facility [Line Items]
Total of committed credit facilities with banks	$ 75,000
Committed credit facilities maturity	Sep. 15, 2019
Line of credit facility, interest rate	1.0421%
Interest rate swap facility, fixed interest	2.50%
Borrowings outstanding	$ 75,000
Mature July 12, 2020
Line of Credit Facility [Line Items]
Total of committed credit facilities with banks	$ 100,000
Committed credit facilities maturity	Jul. 12, 2020
Mature July 13, 2020
Line of Credit Facility [Line Items]
Total of committed credit facilities with banks	$ 75,000
Committed credit facilities maturity	Jul. 13, 2020
Mature March 5, 2020
Line of Credit Facility [Line Items]
Total of committed credit facilities with banks	$ 75,000
Committed credit facilities maturity	Mar. 5, 2020
Additional Outstanding Debt Under Credit Facilities
Line of Credit Facility [Line Items]
Line of credit facility, interest rate	1.0257%
Borrowings outstanding	$ 70,000
Subsequent Event
Line of Credit Facility [Line Items]
Line of credit facility, fair value of amount outstanding		$ 35,000

Credit Facilities (Details)

Credit Facilities (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Line of Credit Facility [Line Items]
2,016	$ 0
2,017	0
2,018	0
2,019	75,000
2,020	70,000
Total	$ 145,000	$ 75,000

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Tax Examination [Line Items]
Material changes to the total amount of unrecognized tax benefits	$ 0		$ 0
Accrued interest expense	75	$ 65	127	$ 124
Gross liability for unrecognized tax benefits	8,000		8,000
Unrecognized tax benefits that would impact our effective tax rate	5,100		5,100
Interest included in total liability	1,500		1,500
Significant increases or decreases for uncertain tax positions	$ 0		$ 0
State and Foreign Tax Authorities | Minimum
Income Tax Examination [Line Items]
Period of statute of limitations (years)			3 years
State and Foreign Tax Authorities | Maximum
Income Tax Examination [Line Items]
Period of statute of limitations (years)			4 years

Commitments And Contingencies (

Commitments And Contingencies (Details) - USD ($) $ in Millions	Jun. 30, 2016	Mar. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitment for property and equipment purchases	$ 221.9
Estimated litigation liability	$ 1.2	$ 2

Earnings Per Share (Basic And D

Earnings Per Share (Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Earnings Per Share [Abstract]
Net income	$ 18,306	$ 31,848	$ 38,398	$ 54,990
Weighted average common shares outstanding	72,048	71,945	72,036	72,005
Dilutive effect of stock-based awards	318	479	313	477
Shares used in computing diluted earnings per share	72,366	72,424	72,349	72,482
Basic earnings per share	$ 0.25	$ 0.44	$ 0.53	$ 0.76
Diluted earnings per share	$ 0.25	$ 0.44	$ 0.53	$ 0.76
Number of antidilutive options that were excluded from computation of earnings per share	0	0	0	0

Equity Compensation (Narrative)

Equity Compensation (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Equity Compensation [Abstract]
Maximum shares of common stock	20,000,000		20,000,000
Maximum annual shares awarded to employee			500,000
Shares available for granting additional awards	7,412,988		7,412,988
Unrecognized compensation cost of non-vested equity compensation awards	$ 7,900		$ 7,900
Unrecognized compensation cost of non-vested equity compensation awards expected to be recognized over a weighted average period (years)			2 years 5 months
Number of options granted	0	0	0	0
Intrinsic value of stock options exercised			$ 71	$ 600
Stock Options | Minimum
Equity Compensation [Abstract]
Vesting period (months)			24 months
Stock Options | Maximum
Equity Compensation [Abstract]
Vesting period (months)			72 months
Restricted Stock
Equity Compensation [Abstract]
Number of shares granted	0	0	0	0
Fair value of awards vested	$ 54	$ 70	$ 54	$ 70
Restricted Stock | Minimum
Equity Compensation [Abstract]
Vesting period (months)			12 months
Restricted Stock | Maximum
Equity Compensation [Abstract]
Vesting period (months)			84 months
Performance Shares
Equity Compensation [Abstract]
Number of shares granted	0	0	110,000	202,000
Fair value of awards vested			$ 1,600	$ 1,100
Number of performance awards earned			165,500
Performance Shares | Minimum
Equity Compensation [Abstract]
Vesting period (months)			12 months
Performance awards, percentage range of target to be earned			0.00%	0.00%
Performance Shares | Maximum
Equity Compensation [Abstract]
Vesting period (months)			60 months
Performance awards, percentage range of target to be earned			123.00%	132.00%
Stock Options
Equity Compensation [Abstract]
Maximum period for exercisable options (years and days)			10 years 1 day

Equity Compensation (Equity Com

Equity Compensation (Equity Compensation Expense And Related Income Tax Benefit Recognized) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Stock Options
Equity Compensation [Abstract]
Pre-tax compensation expense	$ 4	$ 17	$ 9	$ 34
Tax benefit	2	6	4	13
Stock expense, net of tax	2	11	5	21
Restricted Stock
Equity Compensation [Abstract]
Pre-tax compensation expense	800	1,024	930	2,041
Tax benefit	313	404	363	806
Stock expense, net of tax	487	620	567	1,235
Performance Shares
Equity Compensation [Abstract]
Pre-tax compensation expense	530	953	111	1,708
Tax benefit	206	377	43	675
Stock expense, net of tax	$ 324	$ 576	68	$ 1,033
Forfeiture Estimate
Equity Compensation [Abstract]
Pre-tax compensation expense			(1,800)
Tax benefit			$ (700)

Equity Compensation (Schedule o

Equity Compensation (Schedule of Equity Compensation Stock Options Activity) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Equity Compensation [Abstract]
Number of options outstanding at beginning of period			192
Number of options granted	0	0	0	0
Number of options exercised			(10)
Number of options forfeited			(2)
Number of options expired			0
Number of options outstanding at end of period	180		180
Number of options exercisable at end of period	172		172
Weighted average exercise price outstanding at beginning of period			$ 18.29
Weighted average exercise price options granted			0
Weighted average exercise price options exercised			18.03
Weighted average exercise price options forfeited			22.28
Weighted average exercise price options expired			0
Weighted average exercise price outstanding at end of period	$ 18.27		18.27
Weighted average exercise price exercisable at end of period	$ 18.07		$ 18.07
Weighted average remaining contractual term outstanding at end of period, years			2 years 4 months 19 days
Weighted average remaining contractual term exercisable at end of period, years			2 years 2 months 26 days
Aggregate intrinsic value outstanding at end of period	$ 848		$ 848
Aggregate intrinsic value exercisable at end of period	$ 842		$ 842

Equity Compensation (Schedule29

Equity Compensation (Schedule of Equity Compensation Restricted Stock Activity) (Details) - Restricted Stock - $ / shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Equity Compensation [Abstract]
Number of shares nonvested at beginning of period			445
Number of shares granted	0	0	0	0
Number of shares vested			(2)
Number of shares forfeited			(44)
Number of shares nonvested at end of period	399		399
Weighted average grant date fair value nonvested at beginning of period			$ 24.32
Weighted average grant date fair value shares granted			0
Weighted average grant date fair value shares vested			24.08
Weighted average grant date fair value shares forfeited			21.21
Weighted average grant date fair value nonvested at end of period	$ 24.66		$ 24.66

Equity Compensation (Schedule30

Equity Compensation (Schedule of Equity Compensation Performance Shares Activity) (Details) - Performance Shares - $ / shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Equity Compensation [Abstract]
Number of shares nonvested at beginning of period			258
Number of shares granted	0	0	110	202
Number of shares vested			(60)
Number of shares forfeited			(75)
Number of shares nonvested at end of period	233		233
Weighted average grant date fair value nonvested at beginning of period			$ 27.23
Weighted average grant date fair value shares granted			26.53
Weighted average grant date fair value shares vested			27.11
Weighted average grant date fair value shares forfeited			27.45
Weighted average grant date fair value nonvested at end of period	$ 26.86		$ 26.86

Equity Compensation (Schedule31

Equity Compensation (Schedule of Equity Compensation Performance Award Valuation Assumptions) (Details) - Performance Shares - $ / shares	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Equity Compensation [Abstract]
Dividends per share (quarterly amounts)	$ 0.06	$ 0.05
Risk-free interest rate	1.50%	1.60%

Segment Information (Narratives

Segment Information (Narratives) (Details)	6 Months Ended
	Jun. 30, 2016Segments
Segment Reporting [Abstract]
Number of reportable segments	2

Segment Information (Summary Of

Segment Information (Summary Of Segment Information) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Segment Reporting Information [Line Items]
Revenues	$ 498,681	$ 534,644	$ 981,483	$ 1,030,298
Operating Income	29,553	52,210	62,040	90,395
Truckload Transportation Services
Segment Reporting Information [Line Items]
Revenues	379,249	417,015	752,166	807,578
Operating Income	22,766	47,312	55,125	83,154
Werner Logistics
Segment Reporting Information [Line Items]
Revenues	103,965	103,450	200,542	194,310
Operating Income	6,573	5,004	11,608	7,453
Other Segment
Segment Reporting Information [Line Items]
Revenues	15,166	13,924	28,344	27,909
Operating Income	(1,839)	(239)	(3,773)	(684)
Corporate Segment
Segment Reporting Information [Line Items]
Revenues	614	725	987	1,246
Operating Income	2,053	133	(920)	472
Subtotal
Segment Reporting Information [Line Items]
Revenues	498,994	535,114	982,039	1,031,043
Intersegment Elimination [Member]
Segment Reporting Information [Line Items]
Revenues	$ (313)	$ (470)	$ (556)	$ (745)

Derivative Financial Instrume34

Derivative Financial Instrument (Details) $ in Millions	Jun. 30, 2016USD ($)
Cash Flow Hedge Interest Rate Swap Details [Abstract]
Notional value of interest rate swap	$ 75
Fair value of interest rate swap	$ 3