United States securities and exchange commission logo
August 19, 2021
Derek J. Leathers
Chairman, President and Chief Executive Officer
Werner Enterprises, Inc.
14507 Frontier Road
Omaha NE 68138
Re: Werner Enterprises,
Inc.
Form 10-K for the
Fiscal Year ended December 31, 2020
Filed February 24,
2021
File No. 000-14690
Dear Mr. Leathers:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2020
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 16
1. We note that you
present a table on page 18, showing a measure of Gross Margin for
your Werner Logistics
segment, calculated as operating revenues less rent and purchased
transportation
expenses. However, given your disclosure on page 15, indicating that other
operating expenses
excluded from the measure include salaries, wages and benefits, and
your disclosure on page
46, explaining that assets have not been associated with your
segments without
addressing your attribution of depreciation and amortization to the
segments, it is unclear
whether your measure of Gross Margin reflects all costs that
would be attributable
to revenues from services in accordance with GAAP.
If your measure is
incomplete in this regard, you will need to either relabel the measure or
recalculate the measure
in accordance with GAAP; and if an incomplete measure is
Derek J. Leathers
Werner Enterprises, Inc.
August 19, 2021
Page 2
retained, you will need to provide a reconciliation to the most
directly comparable
measure calculated in accordance with GAAP. Please refer to Item
10(e)(1)(i)(A), Item
10(e)(1)(ii)(E), and Item 10(e)(1)(i)(B) of Regulation S-K. Please
address the concerns
outlined above and submit an analysis depicting and explaining the
basis for your
attribution of all operating expenses presented in your table on page
16 to your segments
for the most recently completed fiscal year.
2. We note that you identify various non-GAAP measures in your earnings
releases
including, on a consolidated basis, adjusted operating income;
adjusted net income;
adjusted diluted earnings per share; adjusted operating expenses;
adjusted income before
income taxes; and adjusted income tax expense; and for the Truckload
Transportation
Services segment, adjusted operating margin net of fuel; and for the
Werner Logistics
segment, the gross margin and gross profit measures mentioned in the
preceding
comment. We also note that you identify operating expenses as the most
comparable
GAAP measure for the first three measures listed but do not identify a
corresponding
GAAP measure or provide a reconciliation for any of the other
measures.
Please explain your rationale in identifying operating expenses as the
most comparable
GAAP measure to use in reconciling your various non-GAAP performance
measures, and
how you considered the nature of financial activity reflected in these
measures in
formulating your view. Please also explain why operating income would
not be more
comparable than operating expenses to adjusted operating income; and
why net income
would not be more comparable than operating expenses to adjusted net
income.
We expect that you will need to reform these communications to
identify the most
comparable GAAP financial measure for each non-GAAP measure, and to
provide a
separate reconciliation for each non-GAAP measure to the most
comparable GAAP
financial measure to comply with 244.100(a) of Regulation G. Please
submit the
revisions that you propose to address these concerns.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Joseph Klinko at 202-551-3824 or Lily Dang at
202-551-3867 with any
questions.
FirstName LastNameDerek J. Leathers Sincerely,
Comapany NameWerner Enterprises, Inc.
Division of
Corporation Finance
August 19, 2021 Page 2 Office of Energy
& Transportation
FirstName LastName