[LETTERHEAD OF WERNER ENTERPRISES, INC.]
August 23, 2011
Ms. Lyn Shenk
Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Via EDGAR
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RE: Werner Enterprises, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010
Filed on March 1, 2011
File No. 000-14690
Dear Ms. Shenk:
On August 16, 2011, we received your letter informing Werner
Enterprises, Inc. (the "Company") that you examined our Form 10-K
for the fiscal year ended December 31, 2010 filed on March 1,
2011. We have reviewed the comment in such letter regarding the
aforementioned filing and have provided our response below. We
have also included your original comment directly above our
response for your convenience.
Form 10-K for Fiscal Year Ended December 31, 2010
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Item 9.A Controls and Procedures, page 45
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1. SEC Comment:
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Your disclosure here specifically refers to only a portion
of the disclosure controls and procedures as defined in
Exchange Act rules 13a-15(e) and 15d-15(e). That is, you
did not include the portion of the disclosure controls and
procedures that are designed to ensure that information
required to be disclosed in reports filed or submitted under
the Act is accumulated and communicated to your management,
including your principle executive and principle financial
officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure. Although there is no requirement to disclose
the full definition, specific reference to only a portion of
the definition gives the appearance of limiting management's
conclusion solely to the portion referred to. Please
represent to us and revise all future filings including your
Form 10-Qs for management's conclusion in regard to the
August 23, 2011
Page 2
company's disclosure controls and procedures as fully
defined in Exchange Act rules 13a-15(e) and 15d-15(e).
Additionally, please provide us with your proposed revised
disclosure.
Company Response:
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We represent that we will revise our controls and procedures
disclosure in future filings, including quarterly reports on
Form 10-Q, for management's conclusion in regard to the
Company's disclosure controls and procedures as fully
defined in Exchange Act rules 13a-15(e) and 15d-15(e). Our
proposed revised disclosure is provided below (new inserted
language is identified in brackets, "[]"):
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this
report, we carried out an evaluation, under the
supervision and with the participation of our
management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure
controls and procedures, as defined in Exchange
Act Rule 15d-15(e). Our disclosure controls and
procedures are designed to provide reasonable
assurance of achieving the desired control
objectives. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer
concluded that our disclosure controls and
procedures are effective [at a reasonable
assurance level] in enabling us to record,
process, summarize and report information required
to be included in our periodic filings with the
SEC within the required time period [and that such
information is accumulated and communicated to our
management, including our Chief Executive Officer
and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required
disclosure].
We have confidence in our internal controls
and procedures. Nevertheless, our management,
including the Chief Executive Officer and Chief
Financial Officer, does not expect that the
internal controls or disclosure procedures and
controls will prevent all errors or intentional
fraud. An internal control system, no matter how
well conceived and operated, can provide only
reasonable, not absolute, assurance that the
objectives of such internal controls are met.
Further, the design of an internal control system
must reflect that resource constraints exist, and
the benefits of controls must be evaluated
relative to their costs. Because of the inherent
limitations in all internal control systems, no
evaluation of controls can provide absolute
assurance that all control issues, misstatements
and instances of fraud, if any, have been
prevented or detected.
August 23, 2011
Page 3
In addition to our responses above, we hereby acknowledge that:
* the Company is responsible for the adequacy and accuracy of
the disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any
action with respect to the filing; and
* the Company may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.
Please contact the undersigned by telephone at (402) 894-3036 if
you have any questions regarding our responses contained herein.
Very truly yours,
/S/ John J. Steele
John J. Steele
Executive Vice President, Treasurer
and Chief Financial Officer