UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-K
(Mark One)
 X   ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR 15(d)  OF  THE
---  SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009

                               OR

     TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE
---  SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to __________

                 Commission File Number 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
incorporation or organization)               Identification No.)


14507 FRONTIER ROAD                                   68145-0308
POST OFFICE BOX 45308                                 (Zip code)
OMAHA, NEBRASKA
(Address of principal executive offices)

Registrant's telephone number, including area code: (402) 895-6640

   Securities registered pursuant to Section 12(b) of the Act:
  Title of Each Class        Name of Each Exchange on Which Registered
  -------------------        -----------------------------------------
Common Stock, $.01 Par Value        The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. YES X NO
                                                         ---  ---

Indicate by check mark if the registrant is not required to  file
reports pursuant to Section 13 or Section 15(d) of the Act. YES   NO X
                                                               ---  ---

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
                                       ---  ---

Indicate  by  check  mark  whether the registrant  has  submitted
electronically and posted on its corporate Website, if any, every
Interactive  Data  File  required  to  be  submitted  and  posted
pursuant  to  Rule 405 of Regulation S-T during the preceding  12
months  (or  for  such  shorter period that  the  registrant  was
required to submit and post such files).   YES   NO
                                              ---  ---

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and  will  not  be  contained, to the best  of  the  registrant's
knowledge,   in   definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form  10-K  or  any
amendment to this Form 10-K.
                              ---

Indicate  by  check  mark  whether  the  registrant  is  a  large
accelerated  filer, an accelerated filer, non-accelerated  filer,
or  a  smaller reporting company.  See the definitions of  "large
accelerated  filer," "accelerated filer" and  "smaller  reporting
company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  X         Accelerated filer
                        ---                                   ---
Non-accelerated filer              Smaller reporting company
                        ---                                   ---

Indicate by check mark whether the registrant is a shell  company
(as defined in Rule 12b-2 of the Act).   YES   NO X
                                            ---  ---

The  aggregate  market value of the common equity  held  by  non-
affiliates  of  the Registrant (assuming for these purposes  that
all  executive  officers and Directors are  "affiliates"  of  the
Registrant)  as of June 30, 2009, the last business  day  of  the
Registrant's  most recently completed second fiscal quarter,  was
approximately  $791 million (based on the closing sale  price  of
the  Registrant's  Common  Stock on  that  date  as  reported  by
Nasdaq).

As  of February 16, 2010, 72,039,212  shares of the  registrant's
common stock were outstanding.

               DOCUMENTS INCORPORATED BY REFERENCE

Portions  of  the Proxy Statement of Registrant  for  the  Annual
Meeting of Stockholders to be held May 10, 2010, are incorporated
in Part III of this report.

<PAGE>

                        TABLE OF CONTENTS

                                                              Page
                                                              ----

                             PART I

Item 1.  Business                                               1
Item 1A. Risk Factors                                           9
Item 1B. Unresolved Staff Comments                             12
Item 2.  Properties                                            13
Item 3.  Legal Proceedings                                     13
Item 4.  Submission of Matters to a Vote of Security Holders   14

                             PART II

Item 5.  Market for Registrant's Common Equity, Related
         Stockholder Matters and Issuer Purchases of Equity
         Securities                                            15
Item 6.  Selected Financial Data                               17
Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                   18
Item 7A. Quantitative and Qualitative Disclosures about
         Market Risk                                           35
Item 8.  Financial Statements and Supplementary Data           37
Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure                   56
Item 9A. Controls and Procedures                               56
Item 9B. Other Information                                     58

                            PART III

Item 10. Directors, Executive Officers and Corporate
         Governance                                            59
Item 11. Executive Compensation                                59
Item 12. Security Ownership of Certain Beneficial Owners
         and Management and Related Stockholder Matters        59
Item 13. Certain Relationships and Related Transactions,
         and Director Independence                             59
Item 14. Principal Accounting Fees and Services                60

                             PART IV

Item 15. Exhibits and Financial Statement Schedules            60

<PAGE>

     This  Annual Report on Form 10-K for the year ended December
31, 2009 (this "Form 10-K") and the documents incorporated herein
by   reference  contain  forward-looking  statements   based   on
expectations, estimates and projections as of the  date  of  this
filing.    Actual  results  may  differ  materially  from   those
expressed  in  such  forward-looking  statements.   For   further
guidance,  see Item 1A of Part I and Item 7 of Part  II  of  this
Form 10-K.

                             PART I

ITEM 1.   BUSINESS

General

     We  are  a  transportation  and  logistics  company  engaged
primarily  in hauling truckload shipments of general  commodities
in  both  interstate and intrastate commerce.   We  also  provide
logistics  services  through  our Value  Added  Services  ("VAS")
division.   We are one of the five largest truckload carriers  in
the  United States (based on total operating revenues),  and  our
headquarters are located in Omaha, Nebraska, near the  geographic
center of our truckload service area.  We were founded in 1956 by
Clarence  L. Werner, who started the business with one  truck  at
the  age of 19 and is our Chairman.  We were incorporated in  the
State  of  Nebraska in September 1982 and completed  our  initial
public  offering in June 1986 with a fleet of 632  trucks  as  of
February  1986.   At the end of 2009, we had  a  fleet  of  7,250
trucks,  of which 6,575 were owned by us and 675 were  owned  and
operated by independent owner-operator drivers.

     We  have  two reportable segments - Truckload Transportation
Services   ("Truckload")  and  VAS.   You  can   find   financial
information regarding these segments and the geographic areas  in
which  we conduct business in the Notes to Consolidated Financial
Statements under Item 8 of this Form 10-K.

     Our  Truckload  segment is comprised of  the  following  six
operating  fleets: (i) the dedicated services fleet ("Dedicated")
provides  truckload  services required by  a  specific  customer,
generally  for  a distribution center or manufacturing  facility;
(ii)  the  regional  short-haul ("Regional") fleet  transports  a
variety of consumer nondurable products and other commodities  in
truckload  quantities within five geographic regions  across  the
United  States  using dry van trailers; (iii) the medium-to-long-
haul  van ("Van") fleet provides comparable truckload van service
over  irregular  routes; (iv) the expedited  ("Expedited")  fleet
provides  time-sensitive  truckload  services  utilizing   driver
teams;  and  the  (v) flatbed ("Flatbed") and  (vi)  temperature-
controlled  ("Temperature-Controlled") fleets  provide  truckload
services  for products with specialized trailers.  Our  Truckload
fleets  operate throughout the 48 contiguous U.S. states pursuant
to  operating authority, both common and contract, granted by the
U.S.  Department  of  Transportation  ("DOT")  and  pursuant   to
intrastate  authority granted by various U.S.  states.   We  also
have  authority to operate in several provinces of Canada and  to
provide  through-trailer service into and  out  of  Mexico.   The
principal  types  of  freight we transport include  retail  store
merchandise, consumer products, grocery products and manufactured
products.  We focus on transporting consumer nondurable  products
that  generally ship more consistently throughout  the  year  and
whose volumes are generally more stable during a slowdown in  the
economy.

     Our  VAS  segment  is  a non-asset-based transportation  and
logistics  provider.   VAS is comprised  of  the  following  four
operating  units  that  provide  non-trucking  services  to   our
customers:  (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
("International")   provides  complete   management   of   global
shipments from origin to destination using a combination of  air,
ocean,  truck and rail transportation modes.  Our Brokerage  unit
had transportation services contracts with over 5,800 carriers as
of  December  31, 2009.  In third quarter 2009, we formed  Werner
Global  Logistics Australia Pty. Ltd., a subsidiary that  extends
our  logistics  services  to the Australian  domestic  market  by
offering freight forwarding, logistics, local transportation  and
distribution  services.   Through  our  Werner  Global  Logistics
("WGL") subsidiaries, we are a licensed U.S. Non-Vessel Operating
Common  Carrier ("NVOCC"), U.S. Customs Broker, Class  A  Freight

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Forwarder  in  China,  licensed China NVOCC, U.S.  Transportation
Security Administration ("TSA")-approved Indirect Air Carrier and
International Air Transport Association ("IATA") Accredited Cargo
Agent.

Marketing and Operations

     Our  business  philosophy  is to  provide  superior  on-time
customer  service at a competitive cost.  To accomplish this,  we
operate premium modern tractors and trailers.  This equipment has
fewer  mechanical  and maintenance issues and helps  attract  and
retain  qualified  drivers.   We have continually  developed  our
business processes and technology to improve customer service and
driver  retention.   We focus on shippers  who  value  the  broad
geographic  coverage, diversified truck and  logistics  services,
equipment   capacity,   technology,   customized   services   and
flexibility    available   from   a   large    financially-stable
transportation and logistics provider.

     We  operate  in the truckload and logistics sectors  of  the
transportation   industry.    Our  Truckload   segment   provides
specialized  services to customers based on (i)  each  customer's
trailer  needs  (such  as van, flatbed and temperature-controlled
trailers),  (ii)  geographic area (Regional  and  Van,  including
transport  throughout  Mexico and Canada),  (iii)  time-sensitive
shipments  (Expedited) or (iv) the conversion  of  their  private
fleet  to  us (Dedicated).  In 2009, trucking revenues  accounted
for  86%  of  our  total  revenues, and  non-trucking  and  other
operating revenues (primarily VAS revenues) accounted for 14%  of
our  total  revenues.  Our VAS segment manages the transportation
and  logistics  requirements for individual customers,  providing
customers  with additional sources of truck capacity, alternative
modes  of  transportation, a global delivery network and  systems
analysis  to optimize transportation needs. VAS services  include
(i)  truck  brokerage, (ii) freight management, (iii)  intermodal
transport and (iv) international.  The VAS international services
include  (i)  door-to-door freight forwarding,  (ii)  vendor  and
purchase   order   management,   (iii)   full   container    load
consolidation and warehousing, (iv) customs brokerage and (v) air
freight  services.  Most VAS international services are  provided
throughout   North  America,  Asia  and   Australia.  VAS  is   a
non-asset-based  business that  is highly dependent  on qualified
employees,  information  systems  and  the services  of qualified
third-party  capacity  providers.   You  can  find  the  revenues
generated  by services  that accounted  for more  than 10% of our
consolidated revenues, consisting of  Truckload and VAS, for  the
last three years under Item 7 of this Form 10-K.

     We  have a diversified freight base but are dependent  on  a
relatively small number of customers for a significant portion of
our freight.  During 2009, our largest 5, 10, 25 and 50 customers
comprised  26%,  41%, 61% and 76% of our revenues,  respectively.
No  single  customer generated more than 10% of our  revenues  in
2009.   By  industry group, our top 50 customers consist  of  46%
retail   and   consumer  products,  29%  grocery  products,   18%
manufacturing/industrial and 7% logistics and other.  Many of our
non-dedicated customer contracts may be terminated upon 30  days'
notice, which is standard in the trucking industry.  Most of  our
Dedicated customer contracts are one to three years in length and
may  be  terminated upon 90 days' notice following the expiration
of the contract's first year.

     Virtually all of our company and owner-operator tractors are
equipped  with  satellite communication devices  manufactured  by
QualcommTM.  These devices enable us and our drivers  to  conduct
two-way  communication using standardized and freeform  messages.
This  satellite  technology also allows us to  plan  and  monitor
shipment progress. We obtain specific data on the location of all
trucks in the fleet at least every hour of every day.  Using  the
real-time  data  obtained  from the satellite  devices,  we  have
advanced  application  systems to  improve  customer  and  driver
service.  Examples of such application systems include:  (i)  our
proprietary paperless log system used to electronically  pre-plan
driver  shipment assignments based on real-time available driving
hours  and  to automatically monitor truck movement and  drivers'
hours  of service; (ii) software that pre-plans shipments drivers
can   trade  enroute  to  meet  driver  home-time  needs  without
compromising   on-time   delivery  schedules;   (iii)   automated
"possible   late  load"  tracking  that  informs  the  operations
department of trucks possibly operating behind schedule, allowing
us to take preventive measures to avoid late deliveries; and (iv)
automated  engine diagnostics that continually monitor mechanical
fault  tolerances.  In 1998, we began a successful pilot  program
and  subsequently became the first trucking company in the United

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<PAGE>

States  to  receive an exemption from the DOT  to  use  a  global
positioning  system-based paperless log system as an  alternative
to  the  paper  logbooks traditionally used by truck  drivers  to
track  their  daily work activities.  In 2004, the Federal  Motor
Carrier  Safety  Administration  ("FMCSA")  agency  of  the   DOT
approved the exemption for our paperless log system and moved our
system from the FMCSA-approved pilot program to exemption status,
requiring  that  the exemption be renewed every  two  years.   On
January 9, 2009, the FMCSA announced in the Federal Register  its
determination that our paperless log system satisfies the FMCSA's
Automatic  On-Board  Recording Device requirements  and  that  an
exemption is no longer required.

Seasonality

     In  the  trucking  industry,  revenues  generally  follow  a
seasonal  pattern.  Peak freight demand has historically occurred
in  the  months of September, October and November.  We  did  not
experience this seasonal increase in demand during 2007 and 2008;
however,  we  experienced  some  seasonal  improvement  as  third
quarter  2009  progressed,  and  freight  volumes  continued   to
strengthen  in  fourth quarter 2009.  After the December  holiday
season  and  during  the  remaining winter  months,  our  freight
volumes  are  typically  lower  because  some  customers   reduce
shipment  levels.  Our operating expenses have historically  been
higher  in  the  winter months due primarily  to  decreased  fuel
efficiency, increased cold weather-related maintenance  costs  of
revenue  equipment  and  increased  insurance  and  claims  costs
attributed  to adverse winter weather conditions.  We attempt  to
minimize the impact of seasonality through our marketing  program
by  seeking  additional  freight from  certain  customers  during
traditionally   slower   shipping   periods   and   focusing   on
transporting consumer nondurable products.  Revenue can  also  be
affected by bad weather, holidays and the number of business days
that  occur during a quarterly period because revenue is directly
related to the available working days of shippers.

Employees and Owner-Operator Drivers

     As  of  December 31, 2009, we  employed 9,094 qualified  and
student drivers; 626 mechanics and maintenance personnel for  the
trucking  operation;  1,168  office personnel  for  the  trucking
operation;  and 684  personnel for  VAS, international  and other
non-trucking operations.  We also had 675 service contracts  with
owner-operators who provide both a tractor and a qualified driver
or  drivers.   None of our U.S., Canadian, Chinese or  Australian
employees are represented by a collective bargaining unit, and we
consider relations with our employees to be good.

     We  recognize  that our professional driver workforce is one
of our most valuable assets.  Most of our drivers are compensated
on a per-mile basis.  For most company-employed drivers, the rate
per mile generally increases with the drivers' length of service.
Drivers may earn additional compensation through a safety  bonus,
annual  achievement  bonus  and for  performing  additional  work
associated  with  their job (such as loading  and  unloading  and
making extra stops and shorter mileage trips).

     At  times,  there  are  driver  shortages  in  the  trucking
industry.   Availability of qualified drivers can be affected  by
(i) changes in the demographic composition of the workforce; (ii)
alternative  employment opportunities other  than  truck  driving
that  become  available  in  the economy;  and  (iii)  individual
drivers' desire to be home more often. The driver recruiting  and
retention  market has improved from a year ago.  The weakness  in
the   construction  and  automotive  industries,  other  trucking
company  failures  and fleet reductions and the  higher  national
unemployment  rate  continue  to  positively  affect  our  driver
availability  and selectivity.  In addition, our  strong  mileage
utilization and financial strength are attractive to drivers when
compared  to other carriers.  We anticipate that availability  of
drivers  will  remain  strong until current  economic  conditions
improve.

     We  utilize  student  drivers as a  primary  source  of  new
drivers.  Student drivers have completed a training program at  a
truck  driving school and are further trained by Werner certified
trainer drivers for approximately 300 driving hours prior to that
driver  becoming a solo driver with their own truck.  The student
driver  recruiting  environment  is  currently  good.   The  same
factors  described  above that have aided  our  qualified  driver
recruiting  efforts have also resulted in an adequate  supply  of

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<PAGE>

student  drivers.   The availability of student  drivers  may  be
negatively  impacted  in  the  future  by  the  availability   of
financing  for  student loans for driving  schools,  a  potential
decrease  in  the  number of driving schools, and  proposed  rule
changes  regarding  minimum requirements for  entry-level  driver
training (see below).

     When  economic conditions improve, competition for qualified
drivers  and  student  drivers will likely increase.   We  cannot
predict  whether  we  will  experience future  shortages  in  the
availability of qualified drivers or student drivers.  If such  a
shortage  were  to  occur  and driver  pay  rate  increases  were
necessary  to  attract and retain qualified  drivers  or  student
drivers,  our results of operations would be negatively  impacted
to the extent that we could not obtain corresponding freight rate
increases.

     In 2007, the FMCSA published a Notice of Proposed Rulemaking
("NPRM")  in  the Federal Register regarding minimum requirements
for  entry  level  driver training. Under the  proposed  rule,  a
commercial  driver's license ("CDL") applicant would be  required
to  present a valid driver training certificate obtained from  an
accredited  institution or program. Entry-level drivers  applying
for  a Class A CDL would be required to complete a minimum of 120
hours  of  training,  consisting of 76  classroom  hours  and  44
driving  hours.  The current regulations do not require a minimum
number  of  training hours and require only classroom  education.
Drivers  who obtain their first CDL during the three-year  period
after  the FMCSA issues a final rule would be exempt.   In  2008,
the FMCSA published another NPRM that (i) establishes new minimum
standards  to  be  met  before states issue commercial  learner's
permits;  (ii)  revises  the  CDL knowledge  and  skills  testing
standards; and (iii) improves anti-fraud measures within the  CDL
program.   If one or both of these proposed rules is approved  as
written,  the final rules could materially impact the  number  of
potential new drivers entering the industry.  The comment periods
for  both NPRMs have expired.  As of December 31, 2009, the FMCSA
has not published a final rule.

     We  also  recognize   that  owner-operators  complement  our
company-employed   drivers.   Owner-operators   are   independent
contractors who supply their own tractor and qualified driver and
are  responsible  for their operating expenses.   Because  owner-
operators  provide their own tractors, less financial capital  is
required  from us. Also, owner-operators provide us with  another
source  of  drivers to support our fleet.  We intend to  maintain
our emphasis on owner-operator recruiting, in addition to company
driver  recruitment.   We,  along with  others  in  the  trucking
industry,   however,   continue  to   experience   owner-operator
recruitment  and retention difficulties that have persisted  over
the   past  several  years.   Challenging  operating  conditions,
including inflationary cost increases that are the responsibility
of  owner-operators  and tightened equipment financing  standards
have made it difficult to recruit and retain owner-operators.

Revenue Equipment

     As  of December 31, 2009, we operated 6,575 company tractors
and had contracts for 675 tractors owned by owner-operators.  The
company-owned  tractors  were  manufactured  by  Freightliner  (a
Daimler  company), Peterbilt and Kenworth (divisions  of  PACCAR)
and   International  (a  Navistar  company).   We  adhere  to   a
comprehensive maintenance program for both company-owned tractors
and  trailers.   We  inspect  owner-operator  tractors  prior  to
acceptance  for  compliance with Werner and DOT  operational  and
safety requirements.  We periodically inspect these tractors,  in
a  manner  similar  to  company tractor inspections,  to  monitor
continued  compliance.  We also regulate  the  vehicle  speed  of
company-owned trucks to a maximum of 65 miles per hour to improve
safety and fuel efficiency.

     The average age of our truck fleet was 2.1 years at December
31,  2007,  2.5  years  at December 31, 2008  and  2.6  years  at
December  31,  2009.  The higher average age of the  truck  fleet
generally  results  in more maintenance that is  not  covered  by
warranty.  Due to the weak used truck market and the ongoing cost
increases  for new  trucks due to the  series of  engine emission
changes, we are extending the replacement cycle for company-owned
tractors.  As a result, we expect the average age of our  company
tractor fleet may increase beyond current levels.

     We  operated  23,880  trailers at December 31,  2009.   This
total  is  comprised  of  22,515  dry  vans;  400  flatbeds;  956
temperature-controlled  trailers;  and  9  specialized  trailers.
Most  of  our  trailers  were  manufactured  by  Wabash  National
Corporation.   As  of December 31, 2009, of our dry  van  trailer
fleet,  99% consisted of 53-foot trailers, and 100% was comprised

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of  aluminum  plate or composite (DuraPlate) trailers.   We  also
provide  other  trailer  lengths, such  as  48-foot  and  57-foot
trailers, to meet the specialized needs of certain customers.

     Our  wholly-owned subsidiary, Fleet Truck Sales,  sells  our
used  trucks and trailers, and we believe it is one of the larger
domestic  Class  8  truck and equipment retail  entities  in  the
United States.  Fleet Truck Sales has been in business since 1992
and operates in eight locations.  During the first six months  of
2009,  we closed eight Fleet Truck Sales offices with low  volume
sales.  We believe fleet reductions have increased the supply  of
used  equipment for sale, while buyer demand for used trucks  and
trailers remains weak.

     The U.S. Environmental Protection Agency ("EPA") mandated  a
new  set  of  more stringent engine emissions standards  for  all
newly  manufactured  truck  engines, which  became  effective  in
January  2007.   Compared  to  trucks with  engines  manufactured
before  2007  and  not subject to the new standards,  the  trucks
manufactured  with the 2007-standard engines had higher  purchase
prices (approximately $5,000 to $10,000 more per truck).  A final
set  of  more  rigorous EPA-mandated emissions  standards  became
effective for all new engines manufactured after January 1, 2010.
These  regulations require a significant decrease in  particulate
matter  (soot  and ash) and nitrogen oxide emitted  from  on-road
diesel  engines.   Engine manufacturers  responded  to  the  2010
standards by modifying engines to produce cleaner combustion with
selective   catalytic   reduction   ("SCR")   or   exhaust    gas
recirculation  ("EGR")  technologies to  remove  pollutants  from
exhaust gases exiting the combustion chamber.  The SCR technology
also  requires the use of a urea-based diesel exhaust fluid.   It
is  expected that trucks with 2010-standard engines will  have  a
higher  purchase price (approximately $5,000 to $10,000 more  per
truck)  than  trucks manufactured to meet the 2007 standards  but
may  be  more fuel efficient.  In late 2009, we received a  small
number  of  engines that meet the 2010 standards and are  testing
them  in 2010.  We are currently evaluating the options available
to us to adapt to the 2010 standards.  We do not currently expect
to purchase many new trucks with 2010 engines in 2010.

Fuel

     In  2009, we purchased approximately 96% of our fuel from  a
predetermined network of fuel stops throughout the United States.
Of  this  96%,  approximately 85% of our fuel was purchased  from
three large fuel vendors.  We negotiated discounted pricing based
on  historical  purchase volumes with these  fuel  stop  vendors.
Bulk  fueling facilities are maintained at seven of our terminals
and three Dedicated fleet locations.

     One  of  our  large  fuel  vendors  declared  bankruptcy  in
December  2008  and  is  continuing  to  operate  its  fuel  stop
locations  post-bankruptcy, pending its proposed sale to  another
large  fuel  vendor from which we also purchase  fuel.   If  this
vendor  were to reduce or eliminate truck stop locations  in  the
future,  we currently believe we have the ability to obtain  fuel
from other vendors at a comparable price.

     Shortages of fuel, increases in fuel prices and rationing of
petroleum  products  can have a material adverse  effect  on  our
operations  and  profitability.   Our  customer  fuel   surcharge
reimbursement  programs have historically enabled us  to  recover
from our customers a majority, but not all, of higher fuel prices
compared   to  normalized  average  fuel  prices.    These   fuel
surcharges,  which  automatically adjust depending  on  the  U.S.
Department of Energy ("DOE") weekly retail on-highway diesel fuel
prices, enable us to recoup much of the higher cost of fuel  when
prices  increase.  We do not generally recoup higher  fuel  costs
for miles not billable to customers, out-of-route miles and truck
engine   idling.   During  2009,  our  fuel  expense   and   fuel
reimbursements  to  owner-operators decreased by  $292.7  million
because of decreased fuel prices in the first ten months  of  the
year, fuel savings resulting from having 8% fewer active company-
owned  tractors  in service and our initiatives to  improve  fuel
efficiency.  We cannot predict whether fuel prices will  increase
or  decrease in the future or the extent to which fuel surcharges
will  be  collected from customers.  As of December 31, 2009,  we
had no derivative financial instruments to reduce our exposure to
fuel price fluctuations.

                                5
<PAGE>

     We  maintain  aboveground and underground fuel storage tanks
at  many of our terminals.  Leakage or damage to these facilities
could  expose us to environmental clean-up costs.  The tanks  are
routinely inspected to help prevent and detect such problems.

Regulation

     We  are a  motor carrier regulated by the DOT in the  United
States  and  similar  governmental  transportation  agencies   in
foreign countries in which we operate.  The DOT generally governs
matters  such as safety requirements, registration to  engage  in
motor  carrier  operations, drivers' hours  of  service,  certain
mergers,  consolidations and acquisitions and periodic  financial
reporting.   We  currently  have and  have  always  maintained  a
satisfactory  DOT  safety rating, which is the highest  available
rating, and continually take efforts to maintain our satisfactory
rating.  A conditional or unsatisfactory DOT safety rating  could
adversely  affect  us  because some  of  our  customer  contracts
require  a  satisfactory rating.  Equipment weight and dimensions
are  also subject to federal, state and international regulations
with which we strive to comply.

     All  truckload  carriers are subject to the hours of service
("HOS") regulations (the "HOS Regulations") issued by the Federal
Motor  Carrier Safety Administration (the "FMCSA").  In  November
2008, the FMCSA adopted and issued a final rule that amended  the
HOS  Regulations to (i) allow drivers up to 11 hours  of  driving
time  within a 14-hour, non-extendable window from the  start  of
the  workday (this driving time must follow 10 consecutive  hours
of off-duty time) and (ii) restart calculations of the weekly on-
duty  time  limits after the driver has at least  34  consecutive
hours off duty.  This final rule became effective on January  19,
2009 and made essentially no changes to the 11-hour driving limit
and  34-hour restart rules that we had been following  since  the
HOS  Regulations were revised in October 2005.   In  March  2009,
Public  Citizen  and  other  parties  petitioned  the  Court  for
reconsideration of the FMCSA's final rule, asserting the rule  is
not stringent enough, and the American Trucking Associations then
filed  a  motion to intervene in support of keeping  the  current
FMCSA  final  rule  in place.  On October 26,  2009,  the  FMCSA,
Public  Citizen and the other petitioning parties entered into  a
settlement  agreement that requires the FMCSA  to  submit  a  new
proposed  HOS rule within nine months of the settlement date  and
publish  a  final  rule within 21 months of the settlement  date.
Pursuant  to  the settlement agreement, such parties  also  filed
with  the  Court a joint motion requesting the Court to hold  the
proceedings in abeyance pending the FMCSA's issuance of  the  new
proposed rule.  In January 2010, the FMCSA held a series of  four
public listening sessions concerning the HOS rulemaking.  If  new
HOS rules are adopted which change the allowable driving hours or
on-duty   time,  our  mileage  productivity  could  be  adversely
affected.  We will continue to monitor any developments regarding
HOS regulations.

     On  January 18, 2007, the FMCSA published a proposed rule on
the  trucking  industry's  use of Electronic  On-Board  Recorders
("EOBRs")  for  compliance  with HOS rules.   The  proposed  rule
includes  (i) performance specifications for EOBR technology  for
HOS  compliance; (ii) incentives to encourage EOBR use  by  motor
carriers;  and (iii) requirements for EOBR use by operators  with
serious  HOS  compliance problems during at least two  compliance
reviews over any two-year period.  On January 23, 2009, the FMCSA
withdrew the proposed rule for reconsideration and review.  While
we do not believe the rule, as proposed, would have a significant
effect  on our operations and profitability, we will continue  to
monitor future developments.

     The  FMCSA's  new  safety initiative,  Comprehensive  Safety
Analysis  2010  ("CSA  2010"), includes many significant  changes
from  the  current  safety measurement system  it  will  replace.
Under CSA 2010, the FMCSA will monitor the safety performance  of
both  individual drivers and carriers using seven  categories  of
data, while the current system assesses only carriers using  four
categories.   CSA  2010  is  currently being  tested  in  several
states,  and  full implementation is expected  to  begin  in  the
second  half of 2010.  The implementation of CSA 2010 may  result
in  fewer eligible drivers and driver candidates, which may limit
our ability to attract and retain qualified drivers.

                                6
<PAGE>

     Effective  January 27, 2010, the FMCSA issued new regulatory
guidance that prohibits the use of electronic devices for texting
while  driving  a  commercial motor vehicle on  public  roads  in
interstate commerce.  "Texting" is defined as the review  of,  or
preparation  and  transmission of,  typed  messages  through  any
handheld  or  other wireless electronic device brought  into  the
vehicle  or  the  engagement  in  any  form  of  electronic  data
retrieval  or  electronic  data communication  through  any  such
device.  The FMCSA stated the new regulatory guidance should  not
be  construed to prohibit the use of electronic dispatching tools
and  fleet management systems, such as our Qualcomm communication
devices.  We currently employ safety features that electronically
restrict  solo  drivers  from  sending  and  retrieving  Qualcomm
messages while the truck is moving.

     We  have unlimited authority to carry general commodities in
interstate commerce throughout the 48 contiguous U.S. states.  We
also have authority to carry freight on an intrastate basis in 43
states.  The Federal Aviation Administration Authorization Act of
1994 (the "FAAA Act") amended sections of the Interstate Commerce
Act to prevent states from regulating motor carrier rates, routes
or  service after January 1, 1995.  The FAAA Act did not  address
state   oversight   of   motor  carrier  safety   and   financial
responsibility or state taxation of transportation.  If a carrier
wishes  to  operate in intrastate commerce in a state  where  the
carrier did not previously have intrastate authority, the carrier
must, in most cases, still apply for authority in such state.

     WGL and its subsidiaries have obtained business licenses  to
operate  as  a U.S. NVOCC, U.S. Customs Broker, Class  A  Freight
Forwarder  in China, licensed China NVOCC, TSA-approved  Indirect
Air Carrier and IATA Accredited Cargo Agent.

     With  respect  to  our activities in the air  transportation
industry,  we are subject to regulation by the TSA  of  the  U.S.
Department of Homeland Security as an Indirect Air Carrier and by
IATA   as  an  Accredited  Cargo  Agent.   IATA  is  a  voluntary
association  of  airlines  which  prescribes  certain   operating
procedures  for air freight forwarders acting as agents  for  its
members.   A  majority of our air freight forwarding business  is
conducted with airlines that are IATA members.

     We  are  licensed as a customs broker by Customs and  Border
Protection ("CBP") of the U.S. Department of Homeland Security in
each  U.S.  customs district in which we conduct  business.   All
U.S.  customs brokers are required to maintain prescribed records
and   are   subject  to  periodic  audits  by  CBP.    In   other
jurisdictions  in  which we perform clearance  services,  we  are
licensed by the appropriate governmental authority.

     We   are   also   registered  as  an  Ocean   Transportation
Intermediary by the U.S. Federal Maritime Commission (the "FMC").
The  FMC  has  established  certain qualifications  for  shipping
agents,  including surety bonding requirements.  The FMC is  also
responsible  for  the  economic  regulation  of  NVOCC   activity
originating or terminating in the United States.  To comply  with
these  economic  regulations, vessel  operators  and  NVOCCs  are
required  to  electronically  file  tariffs,  and  these  tariffs
establish the rates charged for movement of specified commodities
into  and  out  of the United States.  The FMC may enforce  these
regulations by assessing penalties.

     Our  operations  are subject to various federal,  state  and
local  environmental  laws and regulations,  many  of  which  are
implemented  by  the  EPA and similar state regulatory  agencies.
These  laws  and regulations govern the management  of  hazardous
wastes,  discharge  of pollutants into the air  and  surface  and
underground waters and disposal of certain substances.  We do not
believe  that  compliance with these regulations has  a  material
effect  on  our  capital expenditures, earnings  and  competitive
position.

     Several  U.S.  states,  counties  and  cities  have  enacted
legislation or ordinances restricting idling of trucks  to  short
periods of time.  This action is significant when it impacts  the
driver's ability to idle the truck for purposes of operating  air
conditioning  and  heating  systems  particularly  while  in  the
sleeper berth.  Many of the statutes or ordinances recognize  the
need  of  the  drivers to have a comfortable sleeping environment
and  include  exceptions for those circumstances.  California  no
longer  has  such an exception.  We have taken steps  to  address
this  issue in California, which include driver training,  better
scheduling and the installation and use of auxiliary power  units
("APUs").

                                7
<PAGE>

     California  has  also  enacted  restrictions  on   transport
refrigeration  unit ("TRU") emissions that require  companies  to
operate compliant TRUs in California.  The California regulations
apply  not  only to California intrastate carriers, but  also  to
carriers  outside of California who wish to enter the state  with
TRUs.  On January 9, 2009, the EPA enabled California to phase in
its  Low-Emission  TRU In-Use Performance Sandards  over  several
years.   We  have complied with the first compliance deadline  of
December  31, 2009 that applied to model year 2002 and older  TRU
engines.    Enforcement   of  California's   in-use   performance
standards for these model year TRU engines began in January 2010.
California also required the registration of all California-based
TRUs by July 31, 2009.  For compliance purposes, we completed the
California  TRU registration process and are currently evaluating
our  options for meeting these requirements over the next several
years as the regulations gradually become effective.

     California  has also adopted  new regulations to improve the
fuel  efficiency of  heavy-duty  tractors  that  pull 53-foot  or
longer  box-type trailers  within its  state.  The  tractors  and
trailers subject to these regulations must use U.S. EPA  SmartWay
certified tractors and trailers, or retrofit their existing fleet
with SmartWay verified  technologies that have been  demonstrated
to  meet or  exceed fuel  savings percentages  specified  in  the
regulations.  Examples of these technologies include tractor  and
trailer  aerodynamics packages  (such  as  tractor  fairings  and
trailer  skirts) and the  use of low-rolling  resistance tires on
both tractors and trailers.  Enforcement of these regulations for
2011  model year  equipment began  in January  2010 and  will  be
phased  in  over  several  years  for  older  equipment.  We  are
currently evaluating our options for meeting these requirements.

     Various  provisions   of  the  North   American  Free  Trade
Agreement  ("NAFTA")  may alter the competitive  environment  for
shipping  into and out of Mexico.  We believe we are sufficiently
prepared  to  respond  to the potential changes  in  cross-border
trucking  if  U.S. regulations on international trade  and  truck
transport  became  less restrictive with respect  to  the  border
shared by the United States and Mexico.  We conduct a substantial
amount of business in international freight shipments to and from
the  United  States  and  Mexico (see Note  8  in  the  Notes  to
Consolidated Financial Statements under Item 8 of this Form 10-K)
and continue preparing for various scenarios that may result.  We
believe  we  are  one of the five largest truckload  carriers  in
terms of freight volume shipped to and from the United States and
Mexico.

Competition

     The  trucking industry  is highly competitive  and  includes
thousands  of  trucking  companies.   Annual  domestic   trucking
revenue  is estimated to be approximately $650 billion per  year.
We  have  a  small share (estimated at approximately 1%)  of  the
markets we target.  Our Truckload segment competes primarily with
other   truckload   carriers.  Logistics  companies,   intermodal
companies,  railroads, less-than-truckload carriers  and  private
carriers also provide competition for both our Truckload and  VAS
segments.

     Competition for the  freight we transport is based primarily
on  service, efficiency, available capacity and, to some  degree,
on  freight  rates  alone.  We believe that few  other  truckload
carriers have greater financial resources, own more equipment  or
carry  a larger volume of freight than ours.  We are one  of  the
five  largest  carriers in the truckload transportation  industry
based on total operating revenues.

     The  significant industry-wide accelerated purchase  of  new
trucks in advance of the January 2007 EPA emissions standards for
newly  manufactured trucks contributed to excess truck  capacity.
The  weakness in the construction and automotive sectors in  2009
(each  of  which is not principally served by us) caused carriers
dependent  on  these freight markets to aggressively  compete  in
other  freight  markets that we serve.  The recessionary  economy
which began in the latter half of 2008 resulted in fewer industry
freight  shipments and reduced freight demand.  We believe  these
factors, combined with the excess truck capacity and a high level
of  customer  bid  activity in the first half  of  2009,  led  to
increased  price  competition  and  pressure  on  freight  rates.
During the same period in which truckload freight rates have been
depressed,  inflationary  and  operational  cost  pressures  have
challenged  truckload  carriers,  particularly  highly  leveraged
private  carriers.   We  believe that if recent  weaker  economic

                                8
<PAGE>

conditions  and  tight  financing  market  conditions   continue,
additional  trucking  company failures may  become  more  likely,
which could also help to balance the supply of trucks relative to
demand over time.

Internet Website

     We  maintain  an   Internet  website  where   you  can  find
additional  information  regarding our business  and  operations.
The  website address is www.werner.com.  On the website, we  make
certain  investor information available free of charge, including
our  Annual Report on Form 10-K, Quarterly Reports on Form  10-Q,
Current Reports on Form 8-K, stock ownership reports filed  under
Section  16  of the Securities Exchange Act of 1934,  as  amended
(the "Exchange Act"), and any amendments to such reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.
This information is included on our website as soon as reasonably
practicable   after  we  electronically  file  or  furnish   such
materials to the U.S. Securities and Exchange Commission ("SEC").
We also provide our corporate governance materials, such as Board
committee  charters  and our Code of Corporate  Conduct,  on  our
website  free  of  charge, and we may occasionally  update  these
materials when necessary to comply with SEC and NASDAQ  rules  or
to promote the effective and efficient governance of our company.
Information  provided  on  our website  is  not  incorporated  by
reference into this Form 10-K.

ITEM 1A.  RISK FACTORS

     The  following risks  and uncertainties may cause our actual
results,   business,  financial  condition  and  cash  flows   to
materially  differ from those anticipated in the  forward-looking
statements included in this Form 10-K.  Caution should  be  taken
not  to  place undue reliance on forward-looking statements  made
herein  because such statements speak only to the date they  were
made.   Unless otherwise required by applicable securities  laws,
we  undertake  no  obligation or duty to  revise  or  update  any
forward-looking statements contained herein to reflect subsequent
events  or  circumstances  or  the  occurrence  of  unanticipated
events.   Also  refer  to the Cautionary Note Regarding  Forward-
Looking Statements in Item 7 of Part II of this Form 10-K.

Our business is subject to overall economic conditions that could
have a material adverse effect on our results of operations.
     We  are  sensitive to changes in overall economic conditions
that  impact  customer  shipping  volumes  and  industry  freight
demand.   We believe factors that may have contributed  to  lower
customer shipping volumes and flat-to-lower freight rates in 2008
and  2009  included  (i) inventory tightening and  reductions  by
retailers  and  other customers, (ii) excess truck  capacity  and
(iii)  weakness  in  the retail, construction  and  manufacturing
sectors.   In  2009, the overall U.S. economy remained  weak  for
much  of  the year; however, our freight volumes began to improve
in  third  quarter  2009.   Inventory  destocking  that  occurred
earlier  in 2009 slowed in the latter half of the year, which  we
believe  stabilized  inventory  levels.   When  shipping  volumes
decline,  freight pricing generally becomes more  competitive  as
carriers  compete  for loads to maintain truck productivity.   We
may   be   negatively  affected  by  future  economic  conditions
including employment levels, business conditions, fuel and energy
costs, interest rates and tax rates.

Increases  in  fuel  prices and shortages  of  fuel  can  have  a
material  adverse  effect  on  the  results  of  operations   and
profitability.
     Average  diesel  fuel prices in 2009 were $1.29  per  gallon
lower  than  in  2008.   Prices declined in first  quarter  2009,
climbed  rapidly in the latter part of second quarter  2009,  and
then  remained  flat to up slightly for the rest of  2009.   When
fuel  prices rise rapidly, a negative earnings lag occurs because
the cost of fuel rises immediately and the market indexes used to
determine fuel surcharges increase at a slower pace.  In a period
of  declining  fuel prices, we generally experience  a  temporary
favorable earnings effect because fuel costs decline at a  faster
pace  than  the  market indexes used to determine fuel  surcharge
collections.  Although we experienced both trends in 2009 and  in
2008,  the  negative effects in the first half of  2008  and  the
favorable  effects in the second half of 2008 were more  dramatic
than  in  2009.   Fuel shortages, increases in  fuel  prices  and
petroleum product rationing can have a material adverse impact on
our operations and profitability.  We cannot predict whether fuel
prices  will increase or decrease in the future or the extent  to

                                9
<PAGE>

which  fuel surcharges will be collected from customers.  To  the
extent  that  we cannot recover the higher cost of  fuel  through
customer   fuel  surcharges,  our  financial  results  would   be
negatively impacted.

Difficulty in recruiting and retaining qualified drivers, student
drivers   and  owner-operators  could  impact  our   results   of
operations and limit growth opportunities.
     At  times,  the  trucking  industry has  experienced  driver
shortages.   Driver  availability may  be  affected  by  changing
workforce  demographics and alternative employment  opportunities
in the economy.  However, recent weakness in the construction and
automotive industries, other trucking company failures and  fleet
reductions and the higher national unemployment rate continue  to
positively   affect  our  driver  availability  and  selectivity.
Consequently,  the  driver recruiting and  retention  market  has
improved  from  a  year ago.  In addition, we  believe  our  high
average miles per truck and financial strength are attractive  to
drivers  when  compared to other carriers.   We  anticipate  that
availability   of  drivers  will  remain  good   until   economic
conditions   improve.    When   economic   conditions    improve,
competition  for  drivers  will likely increase,  and  we  cannot
predict  whether we will experience future driver shortages.   If
such  a shortage were to occur and driver pay rate increases were
necessary   to  attract  and  retain  drivers,  our  results   of
operations  would be negatively impacted to the  extent  that  we
could not obtain corresponding freight rate increases.

     We, along with others in the trucking industry, continue  to
experience  owner-operator recruitment and retention difficulties
that  have  persisted over the past several  years.   Challenging
operating conditions, including inflationary cost increases  that
are the responsibility of owner-operators and tightened equipment
financing standards, have made it difficult to recruit and retain
owner-operators.  We have historically been able to add  company-
owned  tractors and recruit additional company drivers to  offset
any decrease in the number of owner-operators.  If a shortage  of
owner-operators  occurs, increases in per mile  settlement  rates
(for  owner-operators) and driver pay rates (for company drivers)
may become necessary to attract and retain a sufficient number of
drivers.   This could negatively affect our results of operations
to  the  extent  that we would be unable to obtain  corresponding
freight rate increases.

We  operate  in  a highly competitive industry, which  may  limit
growth opportunities and reduce profitability.
     The  trucking  industry is highly competitive  and  includes
thousands  of  trucking companies.  We estimate the  ten  largest
truckload carriers have about 9% of the approximate $160  billion
U.S.  market we target.  This competition could limit our  growth
opportunities and reduce our profitability.  We compete primarily
with   other   truckload  carriers  in  our  Truckload   segment.
Logistics  companies, intermodal companies, railroads, less-than-
truckload  carriers and private carriers also  provide  a  lesser
degree of competition in our Truckload segment, but such carriers
are  more direct competitors in our VAS segment.  Competition for
the freight we transport or manage is based primarily on service,
efficiency,  available capacity and, to some degree,  on  freight
rates alone.

We  operate in a highly regulated industry.  Changes in  existing
regulations or violations of existing or future regulations could
adversely affect our operations and profitability.
     We are regulated by the DOT in the United States and similar
governmental  transportation agencies  in  foreign  countries  in
which  we operate.  We are also regulated by agencies in  certain
U.S.  states.   These regulatory agencies have the  authority  to
govern   transportation-related  activities,  such   as   safety,
financial  reporting,  authorization  to  conduct  motor  carrier
operations  and other matters.  The Regulation section  beginning
on  page  6  of  this  Form 10-K describes several  proposed  and
pending  regulations that may have a significant  effect  on  our
operations.   The subsidiaries of WGL have business  licenses  to
operate  as  a U.S. NVOCC, U.S. Customs Broker, Class  A  Freight
Forwarder  in China, licensed China NVOCC, TSA-approved  Indirect
Air Carrier and IATA Accredited Cargo Agent.  The loss of any  of
these business licenses could adversely impact the operations  of
WGL.

The  seasonal  pattern  generally  experienced  in  the  trucking
industry  may  affect  our periodic results during  traditionally
slower shipping periods and winter months.
     In  the  trucking   industry, revenues  generally  follow  a
seasonal  pattern.  Peak freight demand has historically occurred
in the months of September, October and November; however, we did
not  experience this seasonal increase in demand during 2007  and
2008.   We  experienced  some  seasonal  improvement  in  freight
volumes  as  third quarter 2009 progressed, and  freight  volumes
continued  to  strengthen  in fourth  quarter  2009.   After  the
December  holiday season and during the remaining winter  months,
our  freight  volumes are typically lower because some  customers
reduce shipment levels.  Our operating expenses have historically

                                10
<PAGE>

been  higher in the winter months due primarily to decreased fuel
efficiency, increased cold weather-related maintenance  costs  of
revenue  equipment  and  increased  insurance  and  claims  costs
attributed  to adverse winter weather conditions.  We attempt  to
minimize the impact of seasonality through our marketing  program
by  seeking  additional  freight from  certain  customers  during
traditionally  slower  shipping periods.   Revenue  can  also  be
affected by bad weather, holidays and the number of business days
during a quarterly period because revenue is directly related  to
the available working days of shippers.

We  depend  on  key customers, the loss or financial  failure  of
which  may  have a material adverse effect on our operations  and
profitability.
     A  significant portion of our revenue is generated from  key
customers.   During  2009, our largest 5,  10  and  25  customers
accounted  for  26%, 41% and 61% of revenues,  respectively.   No
single customer generated more than 10% of our revenues in  2009,
and  our  largest  customer accounted for 7% of our  revenues  in
2009.   We  do not have long-term contractual relationships  with
many   of  our  key  non-dedicated  customers.   Our  contractual
relationships with our Dedicated customers are typically  one  to
three  years in length and may be terminated upon 90 days' notice
following the expiration of the contract's first year. We  cannot
provide  any  assurance  that  key  customer  relationships  will
continue  at the same levels.  If a significant customer  reduced
or  terminated  our  services, it could have a  material  adverse
effect on our business and results of operations.  We review  our
customers'  financial  condition  for  granting  credit,  monitor
changes  in customers' financial conditions on an ongoing  basis,
review  individual past-due balances and collection concerns  and
maintain credit insurance for some customer accounts.  However, a
key  customer's  financial  failure  may  negatively  affect  our
results of operations.

We  depend on the services of third-party capacity providers, the
availability  of which could affect our profitability  and  limit
growth in our VAS segment.
     Our  VAS segment  is highly  dependent on  the  services  of
third-party capacity providers, such as other truckload carriers,
less-than-truckload  carriers,  railroads,  ocean  carriers   and
airlines.  Many  of  those  providers  face  the  same   economic
challenges  as us and  therefore are  actively and  competitively
soliciting  business.  The  2009  VAS  gross  margin   percentage
increased compared to 2008 due to overall lower fuel prices and a
lower  cost  of  third-party  capacity,  which we  believe can be
partially  attributed  to  the  weaker  economy  and excess truck
capacity.  If  we  are  unable  to  secure  the services of these
third-party  capacity providers  at reasonable rates, our results
of operations could be adversely affected.

Our  earnings  could be reduced by increases  in  the  number  of
insurance claims, cost per claim, costs of insurance premiums  or
availability of insurance coverage.
     We  are  self-insured for a significant portion of liability
resulting from bodily injury, property damage, cargo and employee
workers'  compensation  and  health  benefit  claims.   This   is
supplemented  by premium-based insurance with licensed  insurance
companies  above  our  self-insurance  level  for  each  type  of
coverage.  To the extent we experience a significant increase  in
the  number of claims, cost per claim or insurance premium  costs
for  coverage  in excess of our retention amounts, our  operating
results would be negatively affected.  A portion of our insurance
coverage  for the current and prior policy years is  provided  by
insurance   companies   that   are   subsidiaries   of   American
International   Group,  Inc.  ("AIG").    These   AIG   insurance
subsidiaries   are   regulated   by   various   state   insurance
departments.   We do not currently believe that financial  issues
affecting AIG will impact our current or prior insurance coverage
or our ability to obtain coverage in the future.

Decreased  demand for our used revenue equipment could result  in
lower unit sales, resale values and gains on sales of assets.
     We  are  sensitive to changes in used equipment  prices  and
demand, especially with respect to tractors.  We have been in the
business of selling our company-owned trucks since 1992, when  we
formed our wholly-owned subsidiary Fleet Truck Sales.  During the
first  six  months  of 2009, we closed eight  Fleet  Truck  Sales
offices  with low volume sales and continue to operate  in  eight
locations  across  the  continental United  States.   We  believe
carrier failures and company fleet reductions have increased  the
supply  of used equipment for sale, while buyer demand  for  used
trucks and trailers remained weak due to the soft freight market,
recessionary  economy  and  a shortage  of  available  financing.
Gains  on  sales of assets are reflected as a reduction of  other
operating  expenses in our income statement and are reported  net

                                11
<PAGE>

of sales-related expenses.  Gains on sales of assets decreased to
$3.2  million in 2009 from $9.9 million in 2008 and $22.9 million
in  2007.   If these used equipment market and demand  conditions
continue  or  deteriorate further, our gains on sales  of  assets
could be further negatively affected.

Our  operations  are  subject to various environmental  laws  and
regulations,  the violation of which could result in  substantial
fines or penalties.
     In  addition to  direct regulation by the DOT, EPA and other
agencies,  we  are  subject  to various  environmental  laws  and
regulations  dealing  with the handling of  hazardous  materials,
underground  fuel  storage tanks and discharge and  retention  of
storm-water.   We  operate  in  industrial  areas,  where   truck
terminals  and other industrial activities are located and  where
groundwater  or  other forms of environmental contamination  have
occurred.   Our operations involve the risks of fuel spillage  or
seepage, environmental damage and hazardous waste disposal, among
others.   We  also maintain bulk fuel storage at several  of  our
facilities.   If  we  are involved in a spill or  other  accident
involving  hazardous substances, or if we  are  found  to  be  in
violation  of  applicable laws or regulations, it  could  have  a
material adverse effect on our business and operating results. If
we  fail to comply with applicable environmental regulations,  we
could  be subject to substantial fines or penalties and to  civil
and criminal liability.

We rely on the services of key personnel, the loss of which could
impact our future success.
     We  are  highly  dependent on the services of key  personnel
including  Clarence L. Werner, Gary L. Werner, Gregory L.  Werner
and  other  executive officers.  Although we believe we  have  an
experienced  and highly qualified management group, the  loss  of
the  services of these executive officers could have  a  material
adverse impact on us and our future profitability.

Difficulty  in obtaining goods and services from our vendors  and
suppliers could adversely affect our business.
     We  are  dependent on our vendors and suppliers.  We believe
we  have good vendor relationships and that we are generally able
to  obtain  attractive pricing and other terms from  vendors  and
suppliers.   If  we  fail to maintain satisfactory  relationships
with  our  vendors and suppliers or if our vendors and  suppliers
experience  significant financial problems, we  could  experience
difficulty  in  obtaining needed goods and  services  because  of
production  interruptions  or other reasons.   Consequently,  our
business  could  be adversely affected.  One of  our  large  fuel
vendors declared bankruptcy in December 2008 and is continuing to
operate  its  fuel  stop locations post-bankruptcy,  pending  its
proposed  sale  to another large fuel vendor from which  we  also
purchase fuel.  If this vendor were to reduce or eliminate  truck
stop  locations in the future, we currently believe we  have  the
ability to obtain fuel from other vendors at a comparable price.

We   use  our  information  systems  extensively  for  day-to-day
operations, and service disruptions could have an adverse  impact
on our operations.
     The  efficient operation of our business is highly dependent
on  our  information systems.  Much of our software was developed
internally or by adapting purchased software applications to suit
our  needs.  We purchased redundant computer hardware systems and
have  our  own  off-site disaster recovery facility approximately
ten  miles  from  our headquarters for use  in  the  event  of  a
disaster.   We took these steps to reduce the risk of  disruption
to our business operation if a disaster occurred.  We believe any
such  disruption would be minimal or moderate; however, we cannot
predict  the  degree  to  which any  disaster  would  affect  our
information systems or disaster recovery facility.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

     We  have  not received  any written comments from SEC  staff
regarding  our periodic or current reports that were  issued  180
days  or more preceding the end of our 2009 fiscal year and  that
remain unresolved.

                                12
<PAGE>

ITEM 2.   PROPERTIES

     Our headquarters are located on approximately 197 acres near
U.S.  Interstate 80 west of Omaha, Nebraska, 107 acres  of  which
are  held for future expansion.  Our headquarters office building
includes  a  computer  center, drivers'  lounges,  cafeteria  and
company  store.   The Omaha headquarters also includes  a  driver
training  facility, equipment maintenance and  repair  facilities
and  a  sales office for selling used trucks and trailers.  These
maintenance  facilities contain a central parts warehouse,  frame
straightening  and  alignment machine,  truck  and  trailer  wash
areas,  equipment  safety  lanes, body  shops  for  tractors  and
trailers,  paint  booth  and  reclaim  center.   Our  headquarter
facilities  have suitable space available to accommodate  planned
needs for at least the next three to five years.

     We also have several terminals throughout the United States,
consisting of office and/or maintenance facilities.  Our terminal
locations are described below:

<TABLE>
<CAPTION>

Location                  Owned or Leased   Description                           Segment
-----------------------   ---------------   -----------------------------------   -------------------------
<S>                       <C>               <C>                                   <C>
Omaha, Nebraska           Owned             Corporate headquarters, maintenance   Truckload, VAS, Corporate
Omaha, Nebraska           Owned             Disaster recovery, warehouse          Corporate
Phoenix, Arizona          Owned             Office, maintenance                   Truckload
Fontana, California       Owned             Office, maintenance                   Truckload
Denver, Colorado          Owned             Office, maintenance                   Truckload
Atlanta, Georgia          Owned             Office, maintenance                   Truckload, VAS
Indianapolis, Indiana     Leased            Office, maintenance                   Truckload
Springfield, Ohio         Owned             Office, maintenance                   Truckload
Allentown, Pennsylvania   Leased            Office, maintenance                   Truckload
Dallas, Texas             Owned             Office, maintenance                   Truckload, VAS
Laredo, Texas             Owned             Office, maintenance, transloading     Truckload, VAS
Lakeland, Florida         Leased            Office                                Truckload
El Paso, Texas            Owned             Office, maintenance                   Truckload
Ardmore, Oklahoma         Leased            Maintenance                           Truckload, VAS
Indianola, Mississipp     Leased            Maintenance                           Truckload, VAS
Scottsville, Kentucky     Leased            Maintenance                           Truckload, VAS
Fulton, Missouri          Leased            Maintenance                           Truckload, VAS
Tomah, Wisconsin          Leased            Maintenance                           Truckload
Newbern, Tennessee        Leased            Maintenance                           Truckload
Chicago, Illinois         Leased            Maintenance                           Truckload
Alachua, Florida          Leased            Maintenance                           Truckload, VAS
South Boston, Virginia    Leased            Maintenance                           Truckload, VAS
Garrett, Indiana          Leased            Maintenance                           Truckload

</TABLE>

     We currently lease (i) approximately 70 small sales offices,
Brokerage offices and trailer parking yards in various  locations
throughout  the  United  States  and (ii) office space in Mexico,
Canada, China and Australia.  We own (i) a 96-room  motel located
near  our  Omaha  headquarters;  (ii)  a  71-room  private driver
lodging  facility at  our Dallas  terminal; (iii) four low-income
housing  apartment complexes  in the Omaha area; (iv) a warehouse
facility  in  Omaha; and  (v) a terminal  facility  in Queretaro,
Mexico,  which we  lease to a  related party  (see Note 7  in the
Notes  to Consolidated  Financial Statements under Item 8 of this
Form 10-K).  We  also have 50% ownership in a 125,000 square-foot
warehouse  located near  our headquarters  in  Omaha.  The  Fleet
Truck Sales network currently has eight locations, of which seven
are located in our terminals listed above and one is leased.

ITEM 3.   LEGAL PROCEEDINGS

     We are  a party subject to routine litigation incidental  to
our  business,  primarily  involving claims  for  bodily  injury,
property damage, cargo and workers' compensation incurred in  the
transportation  of freight.  We have maintained a  self-insurance
program   with   a   qualified  department  of  risk   management
professionals  since  1988.  These employees  manage  our  bodily
injury,  property damage, cargo and workers' compensation claims.
An actuary reviews our self-insurance reserves for bodily injury,
property  damage  and  workers'  compensation  claims  every  six
months.

                                13
<PAGE>

     We  were  responsible for liability claims up  to  $500,000,
plus  administrative  expenses,  for  each  occurrence  involving
bodily  injury or property damage since August 1, 1992.  For  the
policy  year  beginning August 1, 2004, we  increased  our  self-
insured  retention ("SIR") and deductible amount to $2.0  million
per  occurrence.   We  are also responsible  for  varying  annual
aggregate  amounts  of  liability for claims  in  excess  of  the
SIR/deductible.  The following table reflects the  SIR/deductible
levels  and aggregate amounts of liability for bodily injury  and
property damage claims since August 1, 2006:

<TABLE>
<CAPTION>

                                                    Primary Coverage
       Coverage Period           Primary Coverage    SIR/Deductible
------------------------------   ----------------   ----------------
<S>                                <C>              <C>
August 1, 2006 - July 31, 2007     $5.0 million     $2.0 million (1)
August 1, 2007 - July 31, 2008     $5.0 million     $2.0 million (2)
August 1, 2008 - July 31, 2009     $5.0 million     $2.0 million (3)
August 1, 2009 - July 31, 2010     $5.0 million     $2.0 million (2)

</TABLE>

(1)  Subject to an additional $2.0 million aggregate in the  $2.0
to  $3.0 million layer, no aggregate (meaning that we were  fully
insured)  in  the $3.0 to $5.0 million layer, and a $5.0  million
aggregate in the $5.0 to $10.0 million layer.

(2)  Subject to an additional $8.0 million aggregate in the  $2.0
to  $5.0  million layer and a $5.0 million aggregate in the  $5.0
to $10.0 million layer.

(3)  Subject to an additional $8.0 million aggregate in the  $2.0
to  $5.0  million layer and a $4.0 million aggregate in the  $5.0
to $10.0 million layer.

     We  are  responsible  for workers' compensation up  to  $1.0
million  per  claim.  We also maintain a $26.7 million  bond  and
have insurance for individual claims above $1.0 million.

     Our  primary  insurance covers the range of liability  under
which  we  expect most claims to occur.  If any liability  claims
are  substantially in excess of coverage amounts  listed  in  the
table above, such claims are covered under premium-based policies
(issued  by  insurance  companies) to coverage  levels  that  our
management  considers  adequate.  We  are  also  responsible  for
administrative  expenses  for  each occurrence  involving  bodily
injury  or property damage.  See also Note 1 and Note  6  in  the
Notes  to Consolidated Financial Statements under Item 8 of  this
Form 10-K.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During the fourth quarter of 2009, no matters were submitted
to a vote of stockholders.

                                14
<PAGE>

                             PART II

ITEM 5.   MARKET   FOR   REGISTRANT'S  COMMON   EQUITY,   RELATED
          STOCKHOLDER  MATTERS  AND ISSUER  PURCHASES  OF  EQUITY
          SECURITIES

Price Range of Common Stock

     Our common stock trades on the NASDAQ Global Select MarketSM
tier  of  the  NASDAQ Stock Market under the symbol "WERN".   The
following  table  sets  forth, for the  quarters  indicated  from
January  1, 2008 through December 31, 2009, (i) the high and  low
trade  prices per share of our common stock quoted on the  NASDAQ
Global Select MarketSM and (ii) our dividends declared per common
share.

<TABLE>
<CAPTION>

                                                Dividends
                                              Declared Per
                            High      Low     Common Share
                          -------   -------   ------------
         <S>              <C>       <C>          <C>
         2009
         Quarter ended:
           March 31       $ 18.12   $ 12.59      $ .050
           June 30          20.05     14.66        .050
           September 30     19.64     17.14        .050
           December 31      21.40     17.89       1.300

</TABLE>

<TABLE>
<CAPTION>

                                                Dividends
                                              Declared Per
                            High      Low     Common Share
                          -------   -------   ------------
         <S>              <C>       <C>          <C>
         2008
         Quarter ended:
           March 31       $ 20.51   $ 15.26      $ .050
           June 30          21.12     17.54        .050
           September 30     28.78     17.72        .050
           December 31      22.34     14.92       2.150

</TABLE>

     As  of  February 16, 2010, our common stock was held by  182
stockholders  of  record.  Because many of our shares  of  common
stock  are  held by brokers and other institutions on  behalf  of
stockholders,  we  are unable to estimate  the  total  number  of
stockholders represented by these record holders.  The  high  and
low  trade  prices per share of our common stock  in  the  NASDAQ
Global  Select MarketSM as of February 16, 2010 were  $19.96  and
$19.74, respectively.

Dividend Policy

     We  have  paid cash dividends on our common stock  following
each  fiscal  quarter since the first payment in July  1987.   We
also  paid  special cash dividends in December 2008 and  December
2009.   On  December 5, 2008, we paid a special cash dividend  of
$2.10  per common share payable to stockholders of record at  the
close   of   business  on  November  21,  2008,   which   totaled
approximately  $150.3 million.  On December 8, 2009,  we  paid  a
special  cash  dividend  of $1.25 per  common  share  payable  to
stockholders  of record at the close of business on November  23,
2009.   As  a  result of the 2009 special dividend,  a  total  of
approximately  $89.9 million was paid on our 71.9 million  common
shares  outstanding.  We currently intend to  continue  paying  a
regular  quarterly dividend.  We do not currently anticipate  any
restrictions  on  our  future  ability  to  pay  such  dividends.
However, we cannot give any assurance that dividends will be paid
in  the  future  or the amount of any such quarterly  or  special
dividends  because they are dependent on our earnings,  financial
condition and other factors.

                                15
<PAGE>

Equity Compensation Plan Information

     For  information  on our equity compensation  plans,  please
refer to Item 12 (Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters).

Performance Graph

         Comparison of Five-Year Cumulative Total Return

     The  following  graph  is  not  deemed   to  be  "soliciting
material"  or  to  be  "filed" with the SEC  or  subject  to  the
liabilities  of  Section 18 of the Exchange Act, and  the  report
shall  not  be  deemed to be incorporated by reference  into  any
prior or subsequent filing by us under the Securities Act of 1933
or  the Exchange Act except to the extent we specifically request
that such information be incorporated by reference or treated  as
soliciting material.

               [PERFORMANCE GRAPH APPEARS HERE]

<TABLE>
<CAPTION>

                                      12/31/04   12/31/05   12/31/06   12/31/07   12/31/08   12/31/09
                                      --------   --------   --------   --------   --------   --------
<S>                                    <C>        <C>        <C>        <C>        <C>        <C>
Werner Enterprises, Inc. (WERN)        $  100     $   88     $   79     $   77     $   90     $  111
Standard & Poor's 500                  $  100     $  105     $  121     $  128     $   81     $  102
NASDAQ Trucking Group (SIC Code 42)    $  100     $   93     $   91     $   88     $   72     $   79

</TABLE>

     Assuming  the  investment of $100 on December 31,  2004  and
reinvestment  of  all  dividends, the graph  above  compares  the
cumulative total stockholder return on our common stock  for  the
last  five  fiscal  years  with the cumulative  total  return  of
Standard  &  Poor's  500  Market Index  and  an  index  of  other
companies  included  in  the trucking industry  (NASDAQ  Trucking
Group - Standard Industrial Classification Code 42) over the same
period.   Our  stock  price was $19.80 as of December  31,  2009.
This  price was used for purposes of calculating the total return
on our common stock for the year ended December 31, 2009.

Purchases  of  Equity  Securities by the  Issuer  and  Affiliated
Purchasers

Issuer Purchases of Equity Securities
-------------------------------------

     On  October 15, 2007, we announced that on October 11,  2007
our  Board  of  Directors approved an increase in the  number  of
shares  of  our common stock that Werner Enterprises,  Inc.  (the
"Company") is authorized to repurchase.  Under this October  2007
authorization,  the  Company  is  permitted  to   repurchase   an
additional  8,000,000  shares.  As  of  December  31,  2009,  the
Company   had  purchased  1,041,200  shares  pursuant   to   this
authorization  and had 6,958,800 shares remaining  available  for

                                16
<PAGE>

repurchase.   The Company may purchase shares from time  to  time
depending   on   market,  economic  and   other   factors.    The
authorization  will continue unless withdrawn  by  the  Board  of
Directors.

     No shares of common stock were repurchased during the fourth
quarter of 2009 by the Company.

Other Purchases of Equity Securities
------------------------------------

     The  following  table summarizes the common stock  purchases
during the fourth quarter of 2009 made by the Company's Chairman,
Clarence L. Werner, who is an "affiliated purchaser", as  defined
by  Rule 10b-18 of the Exchange Act.  These shares were purchased
by Mr. Werner for his personal account and were not made pursuant
to the Company's repurchase authorization.

<TABLE>
<CAPTION>

                                                                                              Maximum Number
                                                                                             (or Approximate
                                                                     Total Number of         Dollar Value) of
                                                                    Shares (or Units)     Shares (or Units) that
                        Total Number of                            Purchased as Part of         May Yet Be
                             Shares          Average Price Paid     Publicly Announced      Purchased Under the
       Period         (or Units) Purchased   per Share (or Unit)    Plans or Programs        Plans or Programs
                      ------------------------------------------------------------------------------------------
<S>                         <C>                    <C>                     <C>                      <C>
October 1-31, 2009             -                      -                    N/A                      N/A
November 1-30, 2009         420,100                $19.59                  N/A                      N/A
December 1-31, 2009            -                      -                    N/A                      N/A
                      --------------------
Total                       420,100                $19.59                  N/A                      N/A

</TABLE>

ITEM 6.   SELECTED FINANCIAL DATA

     The  following  selected financial data should  be  read  in
conjunction with the consolidated financial statements and  notes
under Item 8 of this Form 10-K.

<TABLE>
<CAPTION>

(In thousands, except per share amounts)
                                                2009          2008          2007          2006          2005
                                             -----------   -----------   -----------   -----------   -----------
<S>                                          <C>           <C>           <C>           <C>           <C>
Operating revenues                           $ 1,666,470   $ 2,165,599   $ 2,071,187   $ 2,080,555   $ 1,971,847
Net income                                        56,584        67,580        75,357        98,643        98,534
Diluted earnings per share                           .79           .94          1.02          1.25          1.22
Cash dividends declared per share                  1.450         2.300          .195          .175          .155
Return on average stockholders' equity (1)           7.5%          8.1%          8.8%         11.3%         12.1%
Return on average total assets (2)                   4.5%          5.0%          5.4%          7.1%          7.6%
Operating ratio (consolidated) (3)                  94.2%         94.8%         93.4%         92.1%         91.7%
Book value per share (4)                            9.80         10.42         11.83         11.55         10.86
Total assets                                   1,173,009     1,275,318     1,321,408     1,478,173     1,385,762
Total debt                                             -        30,000             -       100,000        60,000
Stockholders' equity                             704,650       745,530       832,788       870,351       862,451

</TABLE>

(1)  Net income expressed as a percentage of average stockholders'
equity.   Return  on  equity  is  a  measure  of  a  corporation's
profitability relative to recorded shareholder investment.
(2)  Net income expressed as a percentage of average total assets.
Return  on  assets  is a measure of a corporation's  profitability
relative to recorded assets.
(3)  Operating  expenses  expressed as a percentage  of  operating
revenues.   Operating ratio is a common measure  in  the  trucking
industry used to evaluate profitability.
(4)  Stockholders' equity divided by common shares outstanding  as
of  the  end  of  the period.  Book value per share indicates  the
dollar value remaining for common shareholders if all assets  were
liquidated  at  recorded amounts and all debts were  paid  at  the
recorded amounts.

                                17
<PAGE>

ITEM 7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF   FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

     Management's Discussion and Analysis of Financial  Condition
and  Results  of  Operations ("MD&A")  summarizes  the  financial
statements  from  management's perspective with  respect  to  our
financial  condition, results of operations, liquidity and  other
factors that may affect actual results.  The MD&A is organized in
the following sections:

       * Cautionary Note Regarding Forward-Looking Statements
       * Overview
       * Results of Operations
       * Liquidity and Capital Resources
       * Contractual Obligations and Commercial Commitments
       * Off-Balance Sheet Arrangements
       * Critical Accounting Policies
       * Inflation

Cautionary Note Regarding Forward-Looking Statements:

     This   annual  report  on  Form  10-K  contains   historical
information  and forward-looking statements based on  information
currently  available  to  our  management.   The  forward-looking
statements  in this report, including those made in this  Item  7
(Management's Discussion and Analysis of Financial Condition  and
Results  of  Operations), are made pursuant to  the  safe  harbor
provisions  of  the Private Securities Litigation Reform  Act  of
1995,   as  amended.   These  safe  harbor  provisions  encourage
reporting   companies  to  provide  prospective  information   to
investors.  Forward-looking statements can be identified  by  the
use   of   certain   words,  such  as  "anticipate,"   "believe,"
"estimate,"  "expect,"  "intend,"  "plan,"  "project"  and  other
similar  terms  and  language.   We believe  the  forward-looking
statements   are   reasonable  based   on   currently   available
information.  However, forward-looking statements involve  risks,
uncertainties  and assumptions, whether known  or  unknown,  that
could cause our actual results, business, financial condition and
cash  flows  to differ materially from those anticipated  in  the
forward-looking  statements.  A discussion of  important  factors
relating  to forward-looking statements is included  in  Item  1A
(Risk  Factors).  Readers should not unduly rely on the  forward-
looking  statements  included  in this  Form  10-K  because  such
statements  speak  only  to  the date  they  were  made.   Unless
otherwise required by applicable securities laws, we undertake no
obligation  or  duty  to  update or  revise  any  forward-looking
statements  contained  herein  to reflect  subsequent  events  or
circumstances or the occurrence of unanticipated events.

Overview:

     We  operate  in the truckload and logistics sectors  of  the
transportation industry.  In the truckload sector,  we  focus  on
transporting  consumer nondurable products  that  generally  ship
more  consistently throughout the year.  In the logistics sector,
besides   managing  transportation  requirements  for  individual
customers,  we  provide  additional sources  of  truck  capacity,
alternative  modes of transportation, a global  delivery  network
and  systems  analysis  to  optimize transportation  needs.   Our
success  depends  on  our  ability  to  efficiently  manage   our
resources  in  the  delivery  of  truckload  transportation   and
logistics services to our customers.  Resource requirements  vary
with customer demand, which may be subject to seasonal or general
economic conditions.  Our ability to adapt to changes in customer
transportation  requirements is essential to  efficiently  deploy
resources  and make capital investments in tractors and  trailers
(with  respect to  our Truckload  segment)  or  obtain  qualified
third-party  capacity at a  reasonable price (with respect to our
VAS  segment).  Although   our  business  volume  is  not  highly
concentrated, we may also be affected by our customers' financial
failures or loss of customer business.

     Operating  revenues  reported in  our  operating  statistics
table  under  "Results  of Operations"  are  categorized  as  (i)
trucking  revenues,  net of fuel surcharge,  (ii)  trucking  fuel
surcharge  revenues, (iii) non-trucking revenues, including  VAS,
and  (iv)  other operating revenues.  Trucking revenues,  net  of
fuel   surcharge,  and  trucking  fuel  surcharge  revenues   are
generated  by  the six operating fleets in the Truckload  segment
(Dedicated, Regional, Van, Expedited, Temperature-Controlled  and

                                18
<PAGE>

Flatbed).   Non-trucking revenues, including VAS,  are  generated
primarily  by  the  four  operating  units  in  our  VAS  segment
(Brokerage,  Freight  Management, Intermodal and  International),
and  a small amount is generated by the Truckload segment.  Other
operating  revenues are generated from other business  activities
such  as third-party equipment maintenance and equipment leasing.
In  2009,  trucking  (net of fuel surcharge)  and  trucking  fuel
surcharge revenues accounted for 86% of total operating revenues,
and  non-trucking and other operating revenues accounted for  14%
of total operating revenues.

     Trucking  revenues,  net of  fuel surcharge,  are  typically
generated on a per-mile basis and also include revenues  such  as
stop  charges, loading/unloading charges and equipment  detention
charges.   Because fuel surcharge revenues fluctuate in  response
to  changes  in  fuel costs, we identify them separately  in  the
operating  statistics table and exclude them from the statistical
calculations  to  provide  a more meaningful  comparison  between
periods.   The key statistics used to evaluate trucking revenues,
net  of fuel surcharge, are (i) average revenues per tractor  per
week,  (ii)  average revenues per mile (total and loaded),  (iii)
average  annual  miles  per tractor, (iv) average  percentage  of
empty  miles  (miles  without trailer cargo),  (v)  average  trip
length  (in loaded miles) and (vi) average number of tractors  in
service.  General economic conditions, seasonal trucking industry
freight patterns and industry capacity are important factors that
impact these statistics.  Our Truckload segment also generates  a
small  amount  of revenues categorized as non-trucking  revenues,
related  to  shipments  delivered to or  from  Mexico  where  the
Truckload  segment utilizes a third-party capacity provider.   We
exclude such revenues from the statistical calculations.

     Our  most  significant  resource  requirements  are  company
drivers,   owner-operators,  tractors,  trailers  and   equipment
operating costs (such as fuel and related fuel taxes, driver pay,
insurance and supplies and maintenance).  To mitigate our risk to
fuel  price  increases, we recover from our customers  additional
fuel surcharges that generally recoup a majority of the increased
fuel  costs;  however,  we cannot assure  that  current  recovery
levels  will  continue in future periods.  Our financial  results
are   also   affected   by  company  driver  and   owner-operator
availability  and the market for new and used revenue  equipment.
We  are  self-insured for a significant portion of bodily injury,
property  damage and cargo claims, workers' compensation benefits
and  health  claims for our employees (supplemented  by  premium-
based insurance coverage above certain dollar levels).  For  that
reason,  our  financial results may also be  affected  by  driver
safety, medical costs, weather, legal and regulatory environments
and  insurance  coverage  costs to protect  against  catastrophic
losses.

     The  operating ratio  is a common industry  measure used  to
evaluate  our  profitability and that of  our  Truckload  segment
operating  fleets.   The  operating ratio consists  of  operating
expenses  expressed as a percentage of operating  revenues.   The
most  significant  variable expenses that  impact  the  Truckload
segment  are  driver  salaries and  benefits,  fuel,  fuel  taxes
(included  in  taxes  and licenses expense), payments  to  owner-
operators   (included   in  rent  and  purchased   transportation
expense),  supplies  and maintenance and  insurance  and  claims.
These  expenses  generally vary based  on  the  number  of  miles
generated.  We also evaluate these costs on a per-mile  basis  to
adjust  for  the  impact  on the percentage  of  total  operating
revenues  caused by changes in fuel surcharge revenues,  per-mile
rates  charged  to  customers  and  non-trucking  revenues.    As
discussed further in the comparison of operating results for 2009
to  2008,  several  industry-wide issues  could  cause  costs  to
increase  in  2010.  These issues include a soft freight  market,
changing  fuel  prices,  higher new truck  and  trailer  purchase
prices  and  a weak used equipment market.  Our main fixed  costs
include  depreciation  expense  for  tractors  and  trailers  and
equipment   licensing  fees  (included  in  taxes  and   licenses
expense).   The  Truckload  segment  requires  substantial   cash
expenditures  for tractor and trailer purchases.  We  fund  these
purchases  with net cash from operations and financing  available
under   our  existing  credit  facilities,  as  management  deems
necessary.

     We  provide non-trucking services primarily through the four
operating  units  within our VAS segment.  Unlike  our  Truckload
segment,  the VAS segment is not asset-intensive and  is  instead
dependent  upon  qualified  employees,  information  systems  and
qualified  third-party capacity providers.  The  largest  expense
item  related  to  the  VAS  segment is  the  cost  of  purchased
transportation  we pay to third-party capacity  providers.   This
expense  item  is  recorded as rent and purchased  transportation
expense.   Other operating expenses include salaries,  wages  and
benefits  and  computer hardware and software  depreciation.   We

                                19
<PAGE>

evaluate  VAS's  financial performance  by  reviewing  the  gross
margin    percentage   (revenues   less   rent   and    purchased
transportation  expenses expressed as a percentage  of  revenues)
and the operating income percentage.

Results of Operations:

     The  following   table  sets  forth  certain  industry  data
regarding  our  freight revenues and operations for  the  periods
indicated.

<TABLE>
<CAPTION>

                                   2009          2008          2007          2006          2005
                                -----------   -----------   -----------   -----------   -----------
<S>                             <C>           <C>           <C>           <C>           <C>
Trucking revenues, net of
  fuel surcharge (1)            $ 1,256,355   $ 1,430,560   $ 1,483,164   $ 1,502,827   $ 1,493,826
Trucking fuel surcharge
  revenues (1)                      176,744       442,614       301,789       286,843       235,690
Non-trucking revenues,
  including VAS (1)                 222,159       273,896       268,388       277,181       230,863
Other operating revenues (1)         11,212        18,529        17,846        13,704        11,468
                                -----------   -----------   -----------   -----------   -----------
  Operating revenues (1)        $ 1,666,470   $ 2,165,599   $ 2,071,187   $ 2,080,555   $ 1,971,847
                                ===========   ===========   ===========   ===========   ===========

Operating ratio
  (consolidated) (2)                   94.2%         94.8%         93.4%         92.1%         91.7%
Average revenues per tractor
  per week (3)                  $     3,300   $     3,427   $     3,341   $     3,300   $     3,286
Average annual miles per
  tractor                           119,226       121,974       118,656       117,072       120,912
Average annual trips per
  tractor                               225           197           184           175           187
Average trip length in
  miles (loaded)                        463           538           558           581           568
Total miles (loaded and
  empty) (1)                        872,856       979,211     1,012,964     1,025,129     1,057,062
Average revenues per total
  mile (3)                      $     1.439   $     1.461   $     1.464   $     1.466   $     1.413
Average revenues per loaded
  mile (3)                      $     1.645   $     1.686   $     1.692   $     1.686   $     1.609
Average percentage of empty
  miles (4)                            12.5%         13.3%         13.5%         13.1%         12.2%
Average tractors in service           7,321         8,028         8,537         8,757         8,742
Total tractors (at year end):
   Company                            6,575         7,000         7,470         8,180         7,920
   Owner-operator                       675           700           780           820           830
                                -----------   -----------   -----------   -----------   -----------
      Total tractors                  7,250         7,700         8,250         9,000         8,750
                                ===========   ===========   ===========   ===========   ===========

Total trailers (Truckload and
  Intermodal, at year end)           23,880        24,940        24,855        25,200        25,210
                                ===========   ===========   ===========   ===========   ===========

</TABLE>

(1) Amounts in thousands.
(2) Operating  expenses  expressed as a percentage  of  operating
revenues.   Operating ratio is a common measure in  the  trucking
industry used to evaluate profitability.
(3) Net of fuel surcharge revenues.
(4) "Empty" refers to miles without trailer cargo.

     The  following  table  sets forth  the  revenues,  operating
expenses   and  operating  income  for  the  Truckload   segment.
Revenues  for the Truckload segment include non-trucking revenues
of  $4.2  million in 2009, $8.6 million in 2008 and $10.0 million
in 2007, as described on page 19.

<TABLE>
<CAPTION>

                                                             2009                2008                2007
                                                       -----------------   -----------------   -----------------
Truckload Transportation Services (amounts in 000's)        $        %          $        %          $        %
----------------------------------------------------   -----------------   -----------------   -----------------
<S>                                                    <C>         <C>     <C>         <C>     <C>         <C>
Revenues                                               $1,437,527  100.0   $1,881,803  100.0   $1,795,227  100.0
Operating expenses                                      1,353,003   94.1    1,786,789   95.0    1,673,619   93.2
                                                       ----------          ----------          ----------
Operating income                                       $   84,524    5.9   $   95,014    5.0   $  121,608    6.8
                                                       ==========          ==========          ==========

</TABLE>

                                20
<PAGE>

     Higher  fuel  prices  and higher fuel surcharge  collections
increase  our  consolidated  operating  ratio  and  the Truckload
segment's operating ratio when fuel surcharges are reported on  a
gross  basis as  revenues versus  netting against  fuel expenses.
Eliminating  fuel surcharge  revenues, which are generally a more
volatile source of revenue, provides a more consistent basis  for
comparing  the results of operations  from period to period.  The
following  table calculates  the  Truckload  segment's  operating
ratio as if fuel surcharges are excluded from total revenues  and
instead reported as a reduction of operating expenses.

<TABLE>
<CAPTION>

                                                             2009                2008                2007
                                                       -----------------   -----------------   -----------------
Truckload Transportation Services (amounts in 000's)        $        %          $        %          $        %
----------------------------------------------------   -----------------   -----------------   -----------------
<S>                                                    <C>         <C>     <C>         <C>     <C>         <C>
Revenues                                               $1,437,527          $1,881,803          $1,795,227
Less: trucking fuel surcharge revenues                    176,744             442,614             301,789
                                                       ----------          ----------          ----------
Revenues, net of fuel surcharges                        1,260,783  100.0    1,439,189  100.0    1,493,438  100.0
                                                       ----------          ----------          ----------
Operating expenses                                      1,353,003           1,786,789           1,673,619
Less: trucking fuel surcharge revenues                    176,744             442,614             301,789
                                                       ----------          ----------          ----------
Operating expenses, net of fuel surcharges              1,176,259   93.3    1,344,175   93.4    1,371,830   91.9
                                                       ----------          ----------          ----------
Operating income                                       $   84,524    6.7   $   95,014    6.6   $  121,608    8.1
                                                       ==========          ==========          ==========

</TABLE>

     The  following  table  sets  forth the  VAS  segment's  non-
trucking  revenues,  rent  and purchased transportation  expense,
gross  margin,  other  operating expenses and  operating  income.
Other operating expenses for the VAS segment primarily consist of
salaries,  wages and benefits expense.  VAS also  incurs  smaller
expense  amounts  in the supplies and maintenance,  depreciation,
rent   and   purchased   transportation  (excluding   third-party
transportation  costs), insurance, communications  and  utilities
and other operating expense categories.

<TABLE>
<CAPTION>

                                                             2009                2008                2007
                                                       -----------------   -----------------   -----------------
Value Added Services (amounts in 000's)                     $        %          $        %          $        %
---------------------------------------                -----------------   -----------------   -----------------
<S>                                                    <C>         <C>     <C>         <C>     <C>         <C>
Revenues                                               $  217,942  100.0   $  265,262  100.0   $  258,433  100.0
Rent and purchased transportation expense                 181,215   83.1      225,498   85.0      224,667   86.9
                                                       ----------          ----------          ----------
Gross margin                                               36,727   16.9       39,764   15.0       33,766   13.1
Other operating expenses                                   24,377   11.2       25,194    9.5       21,348    8.3
                                                       ----------          ----------          ----------
Operating income                                       $   12,350    5.7   $   14,570    5.5   $   12,418    4.8
                                                       ==========          ==========          ==========

</TABLE>

2009 Compared to 2008
---------------------

Operating Revenues

     Operating  revenues decreased 23% in 2009 compared to  2008.
Trucking revenues, excluding fuel surcharges, decreased  12%  due
primarily  to an 8.8% decrease in the average number of  tractors
in  service  (as  discussed further below), a  2.3%  decrease  in
average  annual miles per tractor and a 1.5% decrease in  average
revenues per total mile.

     The  truckload freight  market, as  measured by our  overall
pre-booked  percentage  of  loads  to trucks ("pre-books") in our
one-way   truckload   business,  continued   to  be   challenging
throughout  much of  2009.  Weekly  pre-books were lower than the
corresponding  2008 percentage in all  but a few weeks during the
first  nine months of  2009.  Pre-books improved in mid-September
and  continued to  improve  through  the end  of  the  year,  and
pre-books  for such period were also  higher than the prior year.
In  comparison, pre-books  declined during  fourth quarter  2008.
Freight volumes showed some seasonal improvement as third quarter
2009  progressed and continued to improve in fourth quarter 2009.
A  portion of the improved  pre-booked percentage is due to fewer
trucks, and a portion is due to more loads.

     The average number of tractors in service decreased to 7,321
in  2009  from 8,028 in 2008.  Freight demand softness caused  by
the weak economy and excess truck capacity made for a challenging
freight  market during much of 2008 and 2009.  As  a  result,  to
better match the volume of freight with the number of trucks  and
improve  profitability, we reduced the  size  of  our  Van  fleet
during  2008 and 2009 to approximately 600 trucks at the  end  of
2009.  This decrease in the Van fleet was partially offset by  an

                                21
<PAGE>

increase  in  the  Regional fleet.  Our Van fleet  has  the  most
exposure   to  the  spot  freight  market  and  faced  the   most
operational and competitive challenges in these difficult  market
conditions.

     The  softer freight market during 2009, combined with excess
truck  capacity  in the market and a high level of  customer  bid
activity in the first half of 2009, caused continued pressure  on
freight  rates.   These factors resulted in a  2.4%  decrease  in
revenue per loaded mile, excluding fuel surcharge, from $1.686 in
2008  to  $1.645 in 2009.  Revenue per total mile decreased  only
1.5%, as our average percentage of empty miles improved.  Much of
our  pricing  on committed business is available for review  with
customers  in  the  first half of 2010.  We are  planning  for  a
better   relative  freight  pricing  market  and   more   freight
opportunities in 2010 compared to what transpired  in  the  first
half of 2009.

     The  average  percentage  of  empty  miles  improved  by  80
percentage points from 13.3% in 2008 to 12.5% in 2009.  On a per-
trip  basis, empty miles declined 20% from 83 miles per  trip  in
2008  to  66 miles per trip in 2009.  For freight management  and
statistical reporting purposes, we classify a mile without  cargo
in the trailer as an "empty mile" or "deadhead mile"; thus, empty
miles  include  those  empty  miles generated  by  our  Dedicated
fleets, most of which are billable to our Dedicated customers.

     The  freight market in first quarter 2009 was the weakest we
had  experienced in the last 20 years.  Following the weak fourth
quarter  2008  holiday season, high retail  inventory  levels  in
first  quarter 2009 resulted in aggressive inventory  destocking.
The   recessionary   economy  combined   with   these   inventory
corrections caused first quarter 2009 shipping volumes to be very
low.   Thus  far in first quarter 2010, pre-books in our  one-way
truckload  fleet are better than in first quarter 2009  primarily
because  of (i) improved  freight  volumes, (ii) having 8%  fewer
trucks and (iii) a lack of inventory destocking in first  quarter
2010.  Our  pre-books  in 2010  are more typical for January  and
February, after considering our smaller truck fleet and  improved
shipment  volumes.  We  are  currently  optimistic  that  we will
experience gradual improvement in the freight market during 2010.
The colder weather conditions and significant winter  storms that
occurred in January and February 2010 will have a negative effect
on our first quarter 2010 miles per truck, maintenance costs  and
fuel mpg.  In addition, the higher fuel prices discussed on  page
25 will have a negative impact on earnings.

     Fuel surcharge revenues represent collections from customers
for  the higher cost of fuel.  These revenues decreased to $176.7
million in 2009 from $442.6 million in 2008 in response to  lower
average fuel prices in 2009.  To lessen the effect of fluctuating
fuel  prices  on our margins, we collect fuel surcharge  revenues
from our customers.  Our fuel surcharge programs are designed  to
(i) recoup higher fuel costs from customers when fuel prices rise
and  (ii) provide customers with the benefit of lower fuel  costs
when  fuel prices decline.  Our fuel surcharge standard is a  one
(1.0)  cent per mile rate increase for every five (5.0) cent  per
gallon  increase  in  the  DOE weekly  retail  on-highway  diesel
prices.   This standard is used for many fuel surcharge programs.
Some  customers  also  have  their own  fuel  surcharge  standard
program  for  carriers.  These programs enable us  to  recover  a
majority,  but  not  all,  of  the  fuel  price  increases.   The
remaining portion is generally not recoverable because it results
from  empty miles (which are not billable to customers),  out-of-
route miles and truck idle time.  Fuel prices that change rapidly
in  short  time  periods  also impact our  recovery  because  the
surcharge rate in most programs only changes once per week.  In a
rapidly  rising fuel price market, there is generally  a  several
week  delay  between  the  payment  of  higher  fuel  prices  and
surcharge  recovery.  In a rapidly declining fuel  price  market,
the  opposite  generally occurs, and there is a temporary  higher
surcharge recovery compared to the price paid for fuel.

     We  continue to diversify our business from the Van fleet to
the  Dedicated, Regional and Expedited fleets and  North  America
cross-border  service provided by the Truckload segment  and  the
four operating units of the VAS segment. Our goal is to attain  a
more  balanced  portfolio comprised of one-way  truckload  (which
includes  Regional, Van and Expedited), dedicated  and  logistics
(which  includes the VAS segment) services.  This diversification
should  help  soften  the impact of a weaker freight  market  and
enables us to provide expanded services to our customers.

     VAS  revenues are generated by its four operating units  and
exclude  revenues for VAS shipments transferred to the  Truckload
segment, which are recorded as trucking revenues by the Truckload
segment.   VAS revenues decreased 18% to $217.9 million  in  2009

                                22
<PAGE>

from  $265.3  million in 2008 due to (i) a 16% reduction  in  the
average  revenue  per  shipment due  to  lower  fuel  prices  and
customer rates and (ii) shifting 32% more shipments not committed
to  third-party  capacity providers to our Truckload  segment  to
help  cushion  the  impact  of  a  soft  freight  market.   These
decreases were partially offset by a 5% increase in the number of
VAS freight shipments.  VAS gross margin dollars decreased 8%  to
$36.7  million in 2009 from $39.8 million in 2008  on  the  lower
revenue  because  of the reasons noted above.  However,  the  VAS
gross  margin percentage improved from 15.0% in 2008 to 16.9%  in
2009  due to a decline in fuel prices and a lower cost of  third-
party  capacity.  The following table shows the changes that  are
described above in shipment volume and average revenue (excluding
logistics fee revenue) per shipment for all VAS shipments:

<TABLE>
<CAPTION>

                                                                                %
                                            2009       2008     Difference   Change
                                          -------    -------    ----------   ------
       <S>                                <C>        <C>           <C>          <C>
       Total VAS shipments                243,286    231,754        11,532        5%
       Less: Non-committed shipments to
          Truckload segment               (93,825)   (71,299)      (22,526)      32%
                                          -------    -------    ----------
       Net VAS shipments                  149,461    160,455       (10,994)      (7%)
                                          =======    =======    ==========

       Average revenue per shipment        $1,321     $1,576         ($255)     (16%)
                                          =======    =======    ==========

</TABLE>

     Brokerage  revenues decreased 20% in 2009 compared  to  2008
because of the factors described in the paragraph above; however,
the Brokerage gross margin percentage improved by 70 basis points
due  to  a decline in fuel prices and a lower cost of third-party
capacity.   Freight  Management  revenues  declined  36%  due  to
reduced  shipments  with  existing  customers  resulting  from  a
decline   in   certain   customers'  overall   shipment   levels.
Intermodal   revenues  decreased  24%,  and  its   gross   margin
percentage  decreased by 320 basis points because of a  weak  and
competitive  intermodal  pricing market in  2009.   International
revenues  grew  42%,  and  it  also  achieved  gross  margin  and
operating  income improvement, resulting from increased  shipment
volumes.

Operating Expenses

     Our  operating  ratio  (operating expenses  expressed  as  a
percentage  of operating revenues) was 94.2% in 2009 compared  to
94.8% in 2008.  Expense items that impacted the overall operating
ratio  are described on the following pages.  The tables on pages
20 and 21 show the operating ratios and operating margins for our
two reportable segments, Truckload and VAS.

     The  following  table sets forth the cost per total mile  of
operating expense items for the Truckload segment for the periods
indicated.  We  evaluate operating  costs for  this segment  on a
per-mile basis, which is a better measurement tool for  comparing
the results of operations from year to year.

<TABLE>
<CAPTION>

                                                         Increase
                                                        (Decrease)
                                         2009    2008    per Mile
                                      ------------------------------
     <S>                                <C>     <C>      <C>
     Salaries, wages and benefits       $.573   $.574    $(.001)
     Fuel                                .283    .518     (.235)
     Supplies and maintenance            .153    .158     (.005)
     Taxes and licenses                  .110    .112     (.002)
     Insurance and claims                .095    .106     (.011)
     Depreciation                        .175    .166      .009
     Rent and purchased transportation   .142    .175     (.033)
     Communications and utilities        .017    .020     (.003)
     Other                               .002   (.004)     .006

</TABLE>

     Owner-operator  costs  are included in  rent  and  purchased
transportation expense.  Owner-operator miles as a percentage  of
total miles were 11.6% in 2009 compared to 11.9% in 2008.  Owner-
operators  are  independent  contractors  who  supply  their  own

                                23
<PAGE>

tractor  and  driver  and  are responsible  for  their  operating
expenses  (including driver pay, fuel, supplies  and  maintenance
and fuel taxes).  This slight decrease in owner-operator miles as
a  percentage  of  total miles shifted costs from  the  rent  and
purchased  transportation category to other  expense  categories.
Due  to  this  decrease,  we estimate  that  rent  and  purchased
transportation  expense for the Truckload segment  was  lower  by
approximately  0.3  cents  per  total  mile,  and  other  expense
categories  had  offsetting increases on a  total-mile  basis  as
follows:  (i) salaries, wages and benefits, 0.1 cent; (ii)  fuel,
0.1 cent; and (iii) depreciation, 0.1 cent.

     Beginning  in  the latter months of 2008, we took  steps  to
manage and reduce a variety of controllable costs and adapt to  a
smaller fleet.  We continued by implementing numerous cost-saving
programs throughout 2009.  Examples of these cost-saving measures
included improving our ratio of tractors to non-driver employees,
reducing  driver  advertising,  reducing  driver  lodging  costs,
restructuring  discretionary driver pay programs, reducing  truck
sales   location   costs  and  decreasing  the   company-matching
contribution percentage for our 401(k) plan.

     Salaries,  wages  and  benefits  in  the  Truckload  segment
decreased  0.1  cent  per  mile on a total  mile  basis  in  2009
compared to 2008.  This decrease is primarily attributed to lower
driver and non-driver salaries, partially offset by higher  group
health  insurance costs.  Also offsetting these  cost  reductions
was the effect of the 2.3% lower average miles per tractor (which
has  the  effect  of  increasing costs of  a  fixed  nature  when
evaluated  on  a per-mile basis) on the non-driver,  student  and
fringe  benefit components of this expense category, as  well  as
the  shift  from  rent  and purchased transportation  expense  to
salaries,  wages and benefits because of the decrease  in  owner-
operator  miles  as  a percentage of total  miles.   Although  we
improved   our  tractor-to-non-driver  ratio  for  the   trucking
operation  by 13% during 2009, the benefit did not  start  to  be
realized  until  the  second quarter of  2009.   Driver  salaries
decreased  as  2009  progressed and  following  changes  to  some
discretionary driver pay programs, resulted in lower expense  per
mile  in  the  last half of 2009.  Higher group health  insurance
costs,  resulting  from an approximate 10%  increase  in  average
claims  costs  per participant, were partially  offset  by  lower
workers'  compensation expense.  Non-driver salaries,  wages  and
benefits  in the non-trucking VAS segment were essentially  flat.
Although  VAS  revenues were lower during  2009,  the  number  of
shipments handled by VAS in 2009 (including those transferred  to
the Truckload segment) was approximately 5% higher.

     We  renewed our workers' compensation insurance coverage for
the policy year beginning April 1, 2009.  Our coverage levels are
the  same  as the prior policy year.  We continue to  maintain  a
self-insurance retention of $1.0 million per claim.  Our workers'
compensation  insurance premiums for the  policy  year  beginning
April 2009 are slightly lower than the previous policy year,  due
primarily to lower projected payroll.

     Due to high unemployment levels, various states in which  we
operate have significantly raised their required unemployment tax
contribution rates in 2010.  As a result, we anticipate that  our
unemployment  tax  expense will increase  by  approximately  $2.6
million  in 2010 compared to 2009, with over half of the increase
occurring in first quarter 2010 and the balance spread  over  the
last three quarters of the year.

     The  qualified  and student driver recruiting and  retention
markets improved in 2009 compared to 2008.  The weakness  in  the
construction  and  automotive industries, other trucking  company
failures   and   fleet   reductions  and  the   higher   national
unemployment  rate contributed to improved driver recruiting  and
retention.  These factors resulted in limited employment  options
for  drivers  and  consequently made more qualified  and  student
drivers   available  in  the  workforce.   We   anticipate   that
availability   of  drivers  will  remain  good   until   economic
conditions   improve.    When   economic   conditions    improve,
competition  for qualified drivers will likely increase,  and  we
cannot   predict  whether  we  will  experience   future   driver
shortages.  If such a shortage were to occur and driver pay  rate
increases  became  necessary to attract and retain  drivers,  our
results of operations would be negatively impacted to the  extent
that we could not obtain corresponding freight rate increases.

     Fuel decreased 23.5 cents per mile for the Truckload segment
due  primarily  to  lower average diesel  fuel  prices  and  fuel
efficiency improvements.  Average diesel fuel prices in 2009 were
$1.29  per  gallon  lower than in 2008, a 42% decrease.   Average

                                24
<PAGE>

monthly  fuel  prices  in  2009 were  lower  than  those  in  the
comparable  months  of  2008  for  the  first  ten  months,  only
exceeding  2008 levels late in the year when 2008 prices  rapidly
declined.

     During  2009, we continued to improve fuel miles per  gallon
("mpg")  through several initiatives to improve fuel  efficiency.
We  improved fuel mpg on a year-over-year basis for the  eleventh
consecutive  quarter  in fouth quarter 2009.   These  initiatives
have been ongoing since March 2008 and include (i) reducing truck
engine  idle  time,  (ii)  lowering  non-billable  miles,   (iii)
increasing  the  percentage of aerodynamic, more  fuel  efficient
trucks  in  the company truck fleet and (iv) installing  APUs  in
company  trucks.   Truck  engine idle  time  percentages  can  be
affected by seasonal weather patterns (such as warm summer months
and cold winter months) that prompt drivers to idle the engine to
provide  air  conditioning or heating  for  comfort  during  non-
driving  periods.  Thus, engine idle time percentages for  trucks
without  APUs  may  be higher (and fuel mpg may  be  lower  as  a
result)  during  the  summer and winter  months  as  compared  to
temperate spring and fall months.  APUs allow the driver to  heat
or cool the truck without idling the main engine and consume less
diesel  fuel  than the engine.  As of December 31, 2009,  we  had
installed  APUs  in approximately 63% of the company-owned  truck
fleet,  compared  to about 50% as of December  31,  2008.   As  a
result  of these fuel saving initiatives, we improved our company
truck  average  mpg by 3.8% in 2009 compared to  2008.  This  mpg
improvement resulted in the purchase of 5.5 million fewer gallons
of diesel fuel in 2009 than in 2008.  This equates to a reduction
of  approximately  61,050 tons of carbon dioxide  emissions.   We
intend  to  continue  these  and other environmentally  conscious
initiatives,  including  our  active  participation  as  an   EPA
SmartWay  Transport Partner.  The SmartWay Transport  Partnership
is  a national voluntary program developed by the EPA and freight
industry  representatives  to reduce  greenhouse  gases  and  air
pollution  and  promote  cleaner, more efficient  ground  freight
transportation.

     We  have  historically been successful recouping a majority,
but  not  all, of fuel cost increases through our fuel  surcharge
program.  When fuel prices rise rapidly, a negative earnings  lag
occurs  because the cost of fuel rises immediately and the market
indexes  used to determine fuel surcharges increase at  a  slower
pace.   As a result, during these rising fuel price periods,  the
negative  impact  of  fuel  on  our  financial  results  is  more
significant.  This was the trend during the first two quarters of
2008.   In  a  period  of  declining fuel  prices,  we  generally
experience  a  temporary favorable earnings effect  because  fuel
costs  decline at a faster pace than the market indexes  used  to
determine  fuel surcharge collections.  This trend  began  during
third quarter 2008 as fuel prices began to decrease and continued
through most of first quarter 2009.  This resulted in temporarily
lower  net fuel expense that helped to offset uncompensated  fuel
costs  from  truck idling, empty miles not billable to  customers
and  out-of-route miles.  Fuel prices rose over 30% during second
quarter  2009  (most of the increase occurred during  the  second
half  of  the quarter) and then remained flat to slightly  higher
for the remainder of 2009.

     For  January  and February of 2010, the average diesel  fuel
price per gallon was 65 cents higher than the average diesel fuel
price  per gallon in the same period of 2009 and 68 cents  higher
than  the  average  for first quarter 2009.  As described  above,
periods of rising fuel prices result in a negative effect on  our
financial   results.   In  contrast,  the   lower   fuel   prices
experienced in the first half of 2009, which followed  the  rapid
fuel  price  decline  in  fourth  quarter  2008,  resulted  in  a
temporary  favorable  impact on net fuel costs  and  earnings  in
first  quarter  2009.  As a result, these higher fuel  prices  in
first  quarter  2010  will  have  a  negative  impact on earnings
compared to first quarter 2009.

     Shortages  of  fuel, increases in fuel prices and  petroleum
product  rationing can have a materially adverse  effect  on  our
operations  and profitability.  We are unable to predict  whether
fuel price levels will increase or decrease in the future or  the
extent to which fuel surcharges will be collected from customers.
As   of  December  31,  2009,  we  had  no  derivative  financial
instruments to reduce our exposure to fuel price fluctuations.

     Supplies and maintenance for the Truckload segment decreased
0.5  cents per total mile in 2009 compared to 2008.  Through  our
cost-savings programs and improved driver retention, we  realized
decreases in driver-related costs such as driver advertising  and
referral  fees, motels and travel.  These savings were  partially
offset  by  a  slight increase in the average age of our  company

                                25
<PAGE>

truck  fleet from 2.5 years at December 31, 2008 to 2.6 years  at
December  31, 2009, which contributes to higher maintenance costs
including maintenance that is not covered by warranty.

     Taxes  and licenses for the Truckload segment decreased  0.2
cents  per total mile in 2009 compared to 2008 due to a  decrease
in  fuel  taxes  per mile resulting from the improvement  in  the
company  truck mpg.  An improved mpg results in fewer gallons  of
diesel  fuel  purchased and consequently less  fuel  taxes  paid.
This decrease was partially offset by the effect of lower average
miles  per  tractor  on  the  fixed  cost  components  (primarily
equipment licensing fees) of this operating expense category.

     Insurance and claims for the Truckload segment decreased 1.1
cent  per  total  mile  in  2009  compared  to  2008.  For  small
liability  claims,   in  2009   we  experienced   net   favorable
development  on  claims that  occurred in prior years compared to
net  unfavorable development  in 2008, which was partially offset
by  slightly higher  expense  (on a  per-mile)  basis  related to
claims incurred in the current year period.  For large  liability
claims,  our expense  for claims  incurred in  the  current  year
period was essentially flat from 2008 to 2009, and the amount  we
recorded for net unfavorable development on prior year claims was
lower in 2009 than in 2008.  We renewed  our liability  insurance
policies on August 1, 2009 and continue to be responsible for the
first  $2.0  million  per  claim  with  an  annual  $8.0  million
aggregate for claims between $2.0 million and $5.0  million.  The
annual  aggregate for  claims in excess  of $5.0 million and less
than $10.0 million increased from $4.0 million  to $5.0  million.
We  maintain   liability   coverage   with   insurance   carriers
substantially in excess of the $10.0 million per claim.  See Item
3  (Legal Proceedings)  for information  on our bodily injury and
property  damage  coverage  levels  since  August  1,  2006.  Our
liability  insurance  premium  dollars  for the  policy year that
began August 1, 2009 are  slightly lower than the previous policy
year but increased about 9% on a per-mile basis.

     Depreciation expense for the Truckload segment increased 0.9
cents  per total mile in 2009 compared to 2008.  Nearly  half  of
the  increase resulted from the effect of the 2.3% lower  average
miles  per  tractor  on this fixed cost.  The  remainder  of  the
increase  was due to depreciation of the APUs installed  on  more
company  trucks  and  a  higher ratio  of  trailers  to  tractors
resulting  from  the tractor fleet reductions.   While  we  incur
depreciation  expense  on  the APUs, we  also  incur  lower  fuel
expense because tractors with APUs consume much less fuel  during
periods of truck idling.

     Depreciation expense was historically affected by the engine
emissions  standards imposed by the EPA that became effective  in
October  2002 and applied to all new trucks purchased after  that
time,  resulting in increased truck purchase costs.  Depreciation
expense is affected because in January 2007, a second set of more
strict  EPA engine emissions standards became effective  for  all
newly  manufactured  truck  engines.   Compared  to  trucks  with
engines  produced  before  2007,  the  trucks  with  new  engines
manufactured under the 2007 standards had higher purchase prices.
We  began  to  take  delivery of trucks with these  2007-standard
engines  in  first quarter 2008 to replace older  trucks  in  our
fleet.  As of December 31, 2009, 58% of the engines in our  fleet
of  company-owned  trucks were manufactured by  Caterpillar.   In
June  2008, Caterpillar announced it would not produce on-highway
engines  for use in the United States that would comply with  new
EPA  engine  emissions standards effective in  January  2010  but
Caterpillar   would   continue   to   sell   on-highway   engines
internationally.   Caterpillar also announced it  is  pursuing  a
strategic  alliance  with  Navistar.  Approximately  one  million
trucks  in  the U.S. domestic market have Caterpillar  heavy-duty
engines,  and Caterpillar has stated it will fully support  these
engines going forward.

     In  January  2010, a final set of more rigorous EPA-mandated
emissions   standards  became  effective  for  all  new   engines
manufactured  after that date.  It is expected that these  trucks
will  have  a  higher purchase price than trucks manufactured  to
meet  the 2007 EPA engine emission standards but may be more fuel
efficient.   In late 2009, we received a small number of  engines
that  meet the 2010 standards and are testing them in  2010.   We
are currently evaluating the options available to us to adapt  to
the 2010 standards.  We do not currently expect to purchase  many
new trucks with 2010 engines in 2010.

     Rent and purchased transportation expense consists mainly of
payments to third-party capacity providers in the VAS segment and
other non-trucking operations and payments to owner-operators  in
the  Truckload  segment.   The payments to  third-party  capacity

                                26
<PAGE>

providers  generally vary depending on changes in the  volume  of
services  generated  by  the segment.  As  a  percentage  of  VAS
revenues, VAS rent and purchased transportation expense decreased
to 83.1% in 2009 compared to 85.0% in 2008.

     Rent  and purchased transportation expense for the Truckload
segment  decreased 3.3 cents per total mile in 2009 due primarily
to   (i)   decreased   fuel  prices  that   resulted   in   lower
reimbursements to owner-operators for fuel during  most  of  2009
compared  to  2008  and (ii) the shift from  rent  and  purchased
transportation  expense to salaries, wages and  benefits  expense
because  of  the  decrease in owner-operator  truck  miles  as  a
percentage  of  total  miles.   Fuel  reimbursements  to   owner-
operators  amounted to $21.3 million in 2009  compared  to  $53.0
million  in  2008.  Our customer fuel surcharge programs  do  not
differentiate between miles generated by company-owned and owner-
operator  trucks.  Challenging operating conditions  continue  to
make  owner-operator recruitment and retention difficult for  us.
Such conditions include inflationary cost increases that are  the
responsibility of owner-operators and a shortage of financing for
equipment.   We  have historically been able to add company-owned
tractors  and  recruit additional company drivers to  offset  any
decrease  in  the number of owner-operators.  If  a  shortage  of
owner-operators and company drivers occurs, increases in per mile
settlement rates (for owner-operators) and driver pay rates  (for
company drivers) may become necessary to attract and retain these
drivers.   This could negatively affect our results of operations
to  the  extent  that we would be unable to obtain  corresponding
freight rate increases.

     Other operating expenses for the Truckload segment increased
0.6  cents per mile in 2009.  Gains on sales of assets (primarily
trucks  and  trailers)  are reflected as  a  reduction  of  other
operating expenses and are reported net of sales-related expenses
(which  include costs to prepare the equipment for sale).   Gains
on  sales  of assets decreased to $3.2 million in 2009 from  $9.9
million  in  2008.   Buyer demand for used  trucks  and  trailers
remained  low  due  to the weak freight market  and  recessionary
economy.   During the first half of 2009, we closed  eight  lower
volume Fleet Truck Sales offices and continue to operate in eight
locations  across the continental United States.  We believe  our
wholly-owned  subsidiary  and  used  truck  and  trailer   retail
network,  Fleet Truck Sales, is one of the larger Class  8  truck
and  equipment retail entities in the United States.  Fleet Truck
Sales  continues  to  be our resource for  remarketing  our  used
trucks  and  trailers, in addition to trading trucks to  original
equipment manufacturers when purchasing new trucks.

Other Expense (Income)

     We recorded interest income of $1.8 million in 2009 compared
to  $4.0  million in 2008.  Our average cash and cash equivalents
balances  were  similar in both years, but the  average  interest
rate earned on these funds was considerably lower in 2009 due  to
a decrease in market interest rates.

Income Taxes

     Our  effective income tax rate (income taxes expressed as  a
percentage  of  income before income taxes) was  42.8%  for  2009
versus  42.3%  for  2008.   The higher income  tax  rate  can  be
attributed to higher state taxes.

2008 Compared to 2007
---------------------

Operating Revenues

     Operating  revenues increased 4.6% in 2008 compared to 2007.
Excluding  fuel  surcharge revenues, trucking revenues  decreased
3.5%  due  primarily to a 6.0% decrease in the average number  of
tractors  in  service  (as  discussed further  below),  partially
offset by a 2.8% increase in average annual miles per tractor.

     The  truckload freight  market,  as measured  by our overall
pre-booked  percentage of loads to trucks, was softer during most
of  2008 compared  to 2007.  Freight  demand was  lower the first
five  months of  2008 compared  to the first five months of 2007.
In June 2008, freight volumes improved and exceeded those of June
2007  but  were  approximately the same  in  third  quarter  2008

                                27
<PAGE>

compared  to  third  quarter 2007.  During fourth  quarter  2008,
freight volumes declined and were significantly lower than fourth
quarter 2007.

     The  industry-wide  accelerated purchase of  new  trucks  in
advance of the 2007 EPA engine emissions standards contributed to
excess  truck  capacity that partially disrupted the  supply  and
demand  balance  during early 2008.  These excess  trucks,  along
with  a  weakening  economy, resulted in  lower  freight  volumes
during  the  first five months of 2008 compared  to  2007.   Fuel
prices  increased significantly beginning in late  February  2008
and  peaked in July 2008, contributing to an increase in trucking
company failures.  We believe these failures resulted in  a  more
even balance of truck supply to freight demand, which caused pre-
books  in  June  2008 to exceed those in June 2007 and  pre-books
during  third  quarter 2008 to be flat compared to third  quarter
2007.   A  very  weak retail environment combined with  extremely
soft  construction  and manufacturing markets resulted  in  fewer
available shipments during fourth quarter 2008 compared to fourth
quarter  2007.   Fuel prices also decreased significantly  during
fourth quarter 2008, resulting in fewer trucking company failures
during fourth quarter 2008.

     Freight  demand  softness  caused by the  weak  economy  and
excess  truck  capacity  made  for a challenging  freight  market
during  much  of 2008.  We believe these factors increased  price
competition  for freight in the spot market as carriers  competed
for loads to maintain truck productivity.  As a result, to better
match the volume of freight with the number of trucks and improve
profitability, we reduced the size of our Van fleet by 750 trucks
in  2008,  including  a  reduction of 500  trucks  during  fourth
quarter  2008.   This  decrease in the Van  fleet  was  partially
offset  by an increase in trucks in the more profitable  Regional
and  Expedited  fleets, as total trucks decreased by  550  during
2008.  As freight demand deteriorated during fourth quarter  2008
and  into January 2009, we reduced the Van fleet by an additional
150 trucks in January 2009.  From March 2007 to January 2009,  we
reduced the Van fleet from 3,000 trucks to about 1,350 trucks  (a
reduction of 1,650 trucks).

     The  average percentage of empty miles decreased to 13.3% in
2008  from  13.5%  in 2007.  This decrease was the  result  of  a
decrease  in  the average empty miles percentage related  to  the
Dedicated  fleets.  These fleets generally operate  according  to
arrangements under which we provide trucks and/or trailers for  a
specific  customer's  exclusive use. Under nearly  all  of  these
arrangements,  Dedicated customers pay us on  an  all-mile  basis
(regardless  of whether trailers are loaded or empty)  to  obtain
guaranteed  truck and/or trailer capacity.  If  we  excluded  the
Dedicated fleet, the average empty mile percentage would be 12.4%
in  2008  and  11.8%  in 2007.  This increase resulted  from  the
weaker  freight market and more regional shipments  with  shorter
lengths of haul.

     Fuel  surcharge revenues increased to $442.6 million in 2008
from  $301.8  million in 2007 in response to higher average  fuel
prices in 2008.

     VAS  revenues  increased 3% to $265.3 million in  2008  from
$258.4   million  in  2007  due  to  an  increase  in  Brokerage,
Intermodal and International revenues.  This growth was partially
offset  by a structural change to a customer's continuing  third-
party  carrier  arrangement that became effective in  July  2007.
Consequently,  we began reporting VAS revenues for this  customer
on a net basis (revenues net of purchased transportation expense)
rather than on a gross basis.  This change affected the reporting
of  VAS  revenues and purchased transportation expenses for  this
customer  in  third  quarter 2007 and subsequent  periods.   This
reporting change resulted in a reduction in VAS revenues and  VAS
rent  and  purchased  transportation  expense  of  $36.3  million
comparing  2008 to 2007.  This reporting change had no impact  on
the  dollar  amount  of  VAS gross margin  or  operating  income.
Excluding  the  affected freight revenues for this customer  from
2007  revenues, VAS revenues grew 19% in 2008 compared  to  2007.
VAS  gross  margin dollars increased 18% during 2008 compared  to
2007 due to an improvement in the gross margin percentage in  the
Intermodal  and International units offset by a decrease  in  the
Brokerage unit gross margin percentage.

     Brokerage  revenues increased 21% in 2008 compared to  2007,
but  the  Brokerage gross margin percentage and operating  income
percentage  declined.  These declines were due to (i) fuel  price
declines  during the second half of 2008 and (ii) the  tightening
of  truckload capacity in the first half of 2008 due to increased
carrier failures, which made it more challenging for Brokerage to
obtain  qualified third-party carriers at a comparable margin  to
2007.   Intermodal revenues increased by 21%, and  its  operating

                                28
<PAGE>

income  percentage also improved.  International, formed in  July
2006, revenues grew 86%, and it achieved an improved gross margin
percentage.  Freight Management successfully distributed  freight
to other operating divisions and continues to secure new customer
business  awards  that generate additional freight  opportunities
across all company business units.

Operating Expenses

     Our  operating ratio was 94.8% in 2008 compared to 93.4%  in
2007.   Expense  items that impacted the overall operating  ratio
are  described on the following pages.  As explained on page  21,
the  total company operating ratio for 2008 was 140 basis  points
higher  than 2007 due to the significant increase in fuel expense
and  recording  the related fuel surcharge revenues  on  a  gross
basis.   The tables on pages 20 and 21 show the operating  ratios
and  operating margins for our two reportable segments, Truckload
and VAS.

     The  following table sets forth the cost per total  mile  of
operating expense items for the Truckload segment for the periods
indicated.

<TABLE>
<CAPTIoN>

                                                           Increase
                                                          (Decrease)
                                         2008     2007     per Mile
                                      --------------------------------
     <S>                                <C>      <C>         <C>
     Salaries, wages and benefits       $.574    $.571       $.003
     Fuel                                .518     .401        .117
     Supplies and maintenance            .158     .150        .008
     Taxes and licenses                  .112     .115       (.003)
     Insurance and claims                .106     .092        .014
     Depreciation                        .166     .159        .007
     Rent and purchased transportation   .175     .160        .015
     Communications and utilities        .020     .020        .000
     Other                              (.004)   (.016)       .012

</TABLE>

     Owner-operator  miles as a percentage of  total  miles  were
11.9% in 2008 compared to 12.3% in 2007.  This decrease in owner-
operator miles as a percentage of total miles shifted costs  from
the  rent and purchased transportation category to other  expense
categories.   Due  to this decrease, we estimate  that  rent  and
purchased  transportation expense for the Truckload  segment  was
lower  by  approximately  0.6 cents per  total  mile,  and  other
expense categories had offsetting increases on a total-mile basis
as  follows:  (i) salaries, wages and benefits, 0.2  cents;  (ii)
fuel, 0.3 cents; and (iii) depreciation, 0.1 cent.

     Salaries,  wages  and  benefits  in  the  Truckload  segment
increased  0.3  cents  per mile on a total  mile  basis  in  2008
compared  to  2007.   This  increase is primarily  attributed  to
higher student pay (average active trainer teams increased  13%),
higher workers' compensation expense and, as discussed above, the
shift  from rent and purchased transportation to salaries,  wages
and benefits because of the decrease in owner-operator miles as a
percentage  of total miles.  Within the Truckload segment,  these
cost increases were offset partially by lower non-driver pay  for
office and equipment maintenance personnel (due to efficiency and
cost-control  improvements)  and  lower  group  health  insurance
costs.  Non-driver salaries, wages and benefits increased in  the
non-trucking VAS segment due to growth in the VAS segment.

     The  qualified  and student driver recruiting and  retention
markets improved in 2008 compared to 2007.  The weakness  in  the
construction and automotive industries, trucking company failures
and  fleet  reductions  and a rising national  unemployment  rate
continued  to  positively  affect  our  driver  availability  and
selectivity.    In  addition,  we  believe  our  strong   mileage
utilization and financial strength are attractive to drivers when
compared to other carriers.

     Fuel increased 11.7 cents per mile for the Truckload segment
due  primarily  to  higher  average  diesel  fuel  prices  offset
partially  by fuel efficiency improvements.  Average fuel  prices
in  2008  were  76 cents per gallon higher than in  2007,  a  34%
increase.   Average monthly fuel prices in 2008 were higher  than
those  in the comparable months of 2007 for the first ten months,

                                29
<PAGE>

with  the amount of change over 2007 increasing steadily  through
June  2008 ($1.70 per gallon higher than June 2007).  Fuel prices
began to fall in July 2008 and fell below the 2007 levels in  the
last  two  months of 2008 (December 2008 prices  were  $1.16  per
gallon lower than December 2007).

     During  2008, we implemented numerous initiatives to improve
fuel  efficiency and our fuel miles per gallon. These initiatives
include  (i) reducing truck engine idle time, (ii) lowering  non-
billable  miles, (iii) increasing the percentage of  aerodynamic,
more  fuel efficient trucks in the company truck fleet  and  (iv)
installing APUs in company trucks.  As of December 31,  2008,  we
had  installed  APUs  in approximately 50% of  the  company-owned
truck  fleet.  As a result of these initiatives, we improved  our
company truck average mpg by 4.3% in 2008 compared to 2007.  This
mpg  improvement  resulted in the purchase of 7.0  million  fewer
gallons of diesel fuel in 2008 than in 2007.  This equates  to  a
reduction   of  approximately  77,000  tons  of  carbon   dioxide
emissions.

     Supplies and maintenance for the Truckload segment increased
0.8  cents  (5%)  per total mile in 2008 compared  to  2007.   An
increase  in the average age of our company truck fleet from  2.1
years  at  December  31, 2007 to 2.5 years at December  31,  2008
caused an increase in maintenance cost per mile.  In addition  to
the  higher average truck age, a higher percentage of the repairs
was  performed over-the-road as a result of the decrease  in  our
equipment  maintenance  personnel  (see  previous  discussion  of
salaries, wages and benefits).  Over-the-road vendors also raised
their labor and parts rates during 2008, which contributed to the
increase  in  maintenance  costs.   The  prices  of  some   parts
purchased  from over-the-road vendors, as well as those purchased
for  use  in  our  shops,  increased in 2008  because  of  higher
commodity prices.

     Taxes  and licenses for the Truckload segment decreased  0.3
cents  per total mile in 2008 compared to 2007 due to a  decrease
in  fuel  taxes  per mile resulting from the improvement  in  the
company truck mpg.

     Insurance  and claims  for the  Truckload  segment increased
from  9.2 cents per  total mile in  2007 to 10.6  cents per total
mile in 2008 (an increase of 1.4 cents per total mile).  Of  this
increase, 1.2 cents per total mile relates to unfavorable  claims
development on larger claims that occurred in years prior to 2008
offset  partially by lower large claims incurred  in  2008.   The
development  of  these  prior  year  claims  will  limit  further
negative  development on other large claims in these same  policy
years  as we have now met our annual aggregates in some of  these
older  policy years.  We renewed our liability insurance policies
on  August  1, 2008 and continue to be responsible for the  first
$2.0 million per claim with an annual $8.0 million aggregate  for
claims  between  $2.0  million  and  $5.0  million.   The  annual
aggregate  for claims between $5.0 million and $10.0 million  was
lowered from $5.0 million to $4.0 million effective with the  new
policy  year  beginning  August  1,  2008.   See  Item  3  (Legal
Proceedings)  for information on our bodily injury  and  property
damage  coverage  levels  since August 1,  2006.   Our  liability
insurance premiums for the policy year beginning August  1,  2008
were slightly lower than the previous policy year.

     Depreciation expense for the Truckload segment increased 0.7
cents per total mile in 2008 compared to 2007.  This increase was
due  primarily to depreciation of the APUs installed  on  company
trucks  and,  to  a  lesser extent, to higher costs  of  tractors
purchased during 2008 and a higher ratio of trailers to  tractors
resulting  from the reduction of our fleet.  The APU depreciation
expense is offset by lower fuel costs because tractors with  APUs
generally  consume  less  fuel during periods  of  idle.   Higher
average  miles per tractor during 2008 compared to 2007  has  the
effect  of lowering this fixed cost when evaluated on a  per-mile
basis and offset a portion of the increases discussed above.

     Depreciation expense was historically affected by the engine
emissions  standards imposed by the EPA that became effective  in
October  2002 and applied to all new trucks purchased after  that
time,  resulting in increased truck purchase costs.  Depreciation
expense is affected because in January 2007, a second set of more
strict  EPA engine emissions standards became effective  for  all
newly  manufactured  truck  engines.   Compared  to  trucks  with
engines  produced  before  2007,  the  trucks  with  new  engines
manufactured under the 2007 standards had higher purchase prices.
We  began  to  take  delivery of trucks with these  2007-standard
engines  in  first quarter 2008 to replace older  trucks  in  our
fleet.  As of December 31, 2008, 78% of the engines in our  fleet
of company-owned trucks were manufactured by Caterpillar.

                                30
<PAGE>

     As  a  percentage  of VAS revenues, VAS rent  and  purchased
transportation  expense decreased to 85.0% in  2008  compared  to
86.9%  in 2007.  As discussed on page 28, the VAS segment's  rent
and purchased transportation expense was affected by a structural
change  to a large VAS customer's continuing third-party  carrier
arrangement  that  became effective in July  2007.   That  change
resulted  in  a  reduction  in VAS  revenues  and  VAS  rent  and
purchased  transportation expense of $36.3 million from  2007  to
2008.   Excluding  the rent and purchased transportation  expense
for  this  customer, the dollar amount of this expense  increased
for  the  VAS  segment  by 20% compared to  an  increase  in  VAS
revenues of 19%.

     Rent  and purchased transportation for the Truckload segment
increased  1.5  cents  per total mile in 2008  due  primarily  to
increased fuel prices that necessitated higher reimbursements  to
owner-operators  for fuel during most of 2008 compared  to  2007,
offset slightly by a decrease in the percentage of owner-operator
truck  miles versus company truck miles.  Fuel reimbursements  to
owner-operators  amounted to $53.0 million in  2008  compared  to
$36.0 million in 2007.  These higher fuel reimbursements resulted
in an increase of 1.7 cents per total mile.

     Other operating expenses for the Truckload segment increased
1.2  cents  per mile in 2008.  Gains on sales of assets decreased
to  $9.9  million  in  2008 from $22.9  million  in  2007,  or  a
reduction  of 1.2 cents per mile.  We believe Fleet  Truck  Sales
demand softened during 2008 due to the softer freight market  and
higher  fuel  prices.   At the same time,  carrier  failures  and
company fleet reductions increased the supply of used trucks  for
sale.   We  continued to sell our oldest van  trailers  that  are
fully depreciated.

Other Expense (Income)

     We  recorded $0.1 million of interest expense in 2008 versus
$3.0   million  of  interest  expense  in  2007.    Our   average
outstanding debt per month in 2007 was over $45 million, while in
2008  we had no outstanding debt until the end of November  2008.
We  had  $30.0  million of debt outstanding  and  cash  and  cash
equivalents of $48.6 million at December 31, 2008, for a net cash
position of $18.6 million.  Our interest income was $4.0  million
in  2008 and 2007.  Our average cash and cash equivalents balance
was  higher  in 2008 than in 2007, but the average interest  rate
earned on these funds was lower in 2008.

Income Taxes

     Our  effective  income tax rate was 42.3%  for  2008  versus
45.1%  for  2007.   During  fourth quarter  2007,  we  reached  a
tentative  settlement agreement with an Internal Revenue  Service
("IRS")  appeals  officer regarding a significant  tax  deduction
based on a timing difference between financial reporting and  tax
reporting  for  our  2000  to 2004 federal  income  tax  returns.
During  fourth quarter 2007, we accrued the estimated  cumulative
interest  charges, net of income taxes, of $4.0 million  for  the
anticipated  settlement of this matter.  The  IRS  finalized  the
settlement during third quarter 2008, and we paid to the IRS  the
federal  accrued interest at the beginning of October  2008.   We
filed  amended state returns reporting the IRS settlement changes
to  the states where required during fourth quarter 2008, many of
which  were  pending  state review to settle our  state  interest
liabilities.  Our total payments during 2008, before  considering
the  tax  benefit from the deductibility of these payments,  were
$4.9 million for federal and $0.4 million to various states.  Our
policy is to recognize interest and penalties directly related to
income  taxes as additional income tax expense.  See also Note  4
of the Notes to Consolidated Financial Statements under Item 8 of
this Form 10-K.

Liquidity and Capital Resources:

     During  the year ended December 31, 2009, we generated  cash
flow  from operations of $194.4 million, a 25.0% decrease  ($64.7
million),  compared to the year ended December  31,  2008.   This
decrease  is attributed primarily to (i) a $34.8 million decrease
in  cash  flows  related to insurance and claims  accruals  (both
current  and long-term) due primarily to the settlement  of  some
larger  claims,  (ii)  a  $22.4 million decrease  in  cash  flows
related  to  accounts receivable because of a  decrease  in  fuel
surcharge  billings at the end of 2008 due to lower  fuel  prices
and  lower revenues attributed to the smaller fleet size in  2009

                                31
<PAGE>

and  (iii)  a  $12.4 million decrease in cash  flows  related  to
accrued  payroll.   Cash  flow  from operations  increased  $31.1
million in 2008 compared to 2007, or 13.7%.  The increase in cash
flow  from operations in 2008 compared to 2007 was attributed  to
(i)  a  $23.2  million change in cash flows related  to  accounts
payable,  primarily due to the timing of payments, (ii)  a  lower
accounts  receivable balance resulting from  a  decrease  in  the
average  fuel surcharge billed per trip at the end  of  2008  and
(iii)  the  effect of $13.0 million lower gains  on  disposal  of
operating  equipment, offset by (iv) lower  net  income  of  $7.8
million.    We  were  able  to  make  net  capital  expenditures,
repurchase  common stock and pay dividends because  of  the  cash
flow from operations and existing cash balances, supplemented  by
net borrowings under our existing credit facilities.

     Net  cash  used in investing activities decreased  by  $20.8
million  to  $94.6 million in 2009 from $115.4 million  in  2008.
Net  property additions (primarily revenue equipment) were  $98.8
million  for the year ended December 31, 2009 compared to  $121.0
million  during  the same period of 2008.  The decrease  occurred
because  we took delivery of substantially fewer new trailers  in
2009  than in 2008.  The $95.3 million increase in investing cash
flows  from  2007  to  2008 occurred because  we  began  to  take
delivery  of  new  trucks  in 2008, while  we  took  delivery  of
substantially fewer new trucks during 2007 to delay purchases  of
more expensive trucks with 2007-standard engines.  As of December
31,  2009, we were committed to property and equipment purchases,
net  of  trades,  of approximately $53.5 million.   We  currently
expect  our estimated net capital expenditures (primarily revenue
equipment) to be in the range of $60.0 million to $100.0  million
in 2010. We intend to fund these net capital expenditures through
cash  flow  from  operations and financing  available  under  our
existing credit facilities, as management deems necessary.

     Net financing activities used $130.3 million in 2009, $119.3
million  in  2008 and $214.4 million in 2007.  The increase  from
2008  to  2009  included debt repayments (net of  borrowings)  of
$30.0 million in 2009 compared to net borrowings of $30.0 million
in  2008.   We had net repayments of $100.0 million in 2007.   We
paid  dividends of $104.2 million in 2009, $164.4 million in 2008
and  $14.0 million in 2007.  The 2009 and 2008 dividends included
special  dividends of $1.25 per share ($89.9 million total)  paid
in  December 2009 and $2.10 per share ($150.3 million total) paid
in  December 2008.  We increased our quarterly dividend  rate  by
$0.005  per share beginning with the dividend paid in July  2007.
Financing  activities also included common stock  repurchases  of
$4.5  million in 2008 and $113.8 million in 2007.  From  time  to
time,   the   Company  has  repurchased,  and  may  continue   to
repurchase, shares of the Company's common stock.  The timing and
amount of such purchases depends on market and other factors.  As
of  December 31, 2009, the Company had purchased 1,041,200 shares
pursuant   to   our   current  Board  of   Directors   repurchase
authorization  and had 6,958,800 shares remaining  available  for
repurchase.

     Management  believes our financial position at December  31,
2009 is strong.  As of December 31, 2009, we had $18.4 million of
cash  and  cash  equivalents and $704.7 million of  stockholders'
equity.  Cash is invested primarily in government portfolio money
market  funds.   We do not hold any investments  in  auction-rate
securities.   As of December 31, 2009, we had a total  of  $225.0
million of credit pursuant to two credit facilities, of which  we
had  no  borrowings  outstanding.  The $225.0 million  of  credit
available under these facilities is further reduced by the  $49.8
million in letters of credit under which we are obligated.  These
letters  of  credit  are  primarily  required  as  security   for
insurance policies.  As of December 31, 2009, we did not have any
non-cancelable revenue equipment operating leases  and  therefore
had  no  off-balance sheet revenue equipment debt.  Based on  our
strong  financial  position,  management  does  not  foresee  any
significant  barriers  to  obtaining  sufficient  financing,   if
necessary.

                                32
<PAGE>

Contractual Obligations and Commercial Commitments:

     The  following  table sets forth our contractual obligations
and commercial commitments as of December 31, 2009.

<TABLE>
<CAPTION>

                                       Payments Due by Period
                                           (in millions)


                                                                                    More
                                               Less than                           than 5    Period
                                      Total      1 year    1-3 years   3-5 years    years    Unknown
----------------------------------------------------------------------------------------------------
<S>                                  <C>        <C>         <C>         <C>        <C>       <C>
Contractual Obligations
Long-term debt, including
  current maturities                 $     -    $     -     $     -     $     -    $     -   $     -
Unrecognized tax benefits                7.5        0.9           -           -          -       6.6
Equipment purchase commitments          53.5       53.5           -           -          -         -
                                     -------    -------     -------     -------    -------   -------
Total contractual cash obligations   $  61.0    $  54.4     $     -     $     -    $     -   $   6.6
                                     =======    =======     =======     =======    =======   =======

Other Commercial Commitments
Unused lines of credit               $ 175.2    $     -     $ 175.2     $     -    $     -   $     -
Standby letters of credit               49.8       49.8           -           -          -         -
                                     -------    -------     -------     -------    -------   -------
Total commercial commitments         $ 225.0    $  49.8     $ 175.2     $     -    $     -   $     -
                                     =======    =======     =======     =======    =======   =======

         Total obligations           $ 286.0    $ 104.2     $ 175.2     $     -    $     -   $   6.6
                                     =======    =======     =======     =======    =======   =======
</TABLE>

     We  have committed credit facilities with two banks totaling
$225.0  million that mature in May 2011 ($175.0 million) and  May
2012  ($50.0 million).  Borrowings under these credit  facilities
bear variable interest based on the London Interbank Offered Rate
("LIBOR").   As  of  December  31, 2009,  we  had  no  borrowings
outstanding under these credit facilities with banks.  The credit
available under these facilities is further reduced by the amount
of  standby letters of credit under which we are obligated.   The
unused  lines of credit are available to us in the event we  need
financing  for  the  replacement  of  our  fleet  or  for   other
significant  capital  expenditures.  Given our  strong  financial
position, we expect that we could obtain additional financing, if
necessary.  The standby letters of credit are primarily  required
for insurance policies.  Equipment purchase commitments relate to
committed  equipment expenditures.  As of December 31,  2009,  we
have  recorded  a  $7.5  million liability for  unrecognized  tax
benefits.  We expect $0.9 million to be settled within  the  next
twelve  months  and are unable to reasonably determine  when  the
$6.6 million categorized as "period unknown" will be settled.

Off-Balance Sheet Arrangements:

     In  2009,  we  did   not  have  any  non-cancelable  revenue
equipment  operating leases or other arrangements that  meet  the
definition of an off-balance sheet arrangement.

Critical Accounting Policies:

     We  operate  in the truckload and logistics sectors  of  the
transportation industry.  In the truckload sector,  we  focus  on
transporting  consumer nondurable products  that  generally  ship
consistently  throughout  the year.   In  the  logistics  sector,
besides   managing  transportation  requirements  for  individual
customers,  we  provide  additional sources  of  truck  capacity,
alternative  modes of transportation, a global  delivery  network
and  systems  analysis  to  optimize transportation  needs.   Our
success  depends  on  our  ability  to  efficiently  manage   our
resources  in  the  delivery  of  truckload  transportation   and
logistics services to our customers.  Resource requirements  vary
with  customer demand and may be subject to seasonal  or  general
economic conditions.  Our ability to adapt to changes in customer
transportation  requirements is essential to  efficient  resource
deployment,  making capital investments in tractors and  trailers
and  obtaining  qualified third-party capacity  at  a  reasonable
price.   Although our business volume is not highly concentrated,

                                33
<PAGE>

we  also may be occasionally affected by our customers' financial
failures or loss of customer business.

     Our  most  significant  resource  requirements  are  company
drivers,   owner-operators,  tractors,   trailers   and   related
equipment  operating costs (such as fuel and related fuel  taxes,
driver pay, insurance and supplies and maintenance).  To mitigate
our  risk  to fuel price increases, we recover from our customers
additional fuel surcharges that recoup a majority, but  not  all,
of  the  increased  fuel costs; however, we  cannot  assure  that
current  recovery  levels will continue in future  periods.   Our
financial results are also affected by company driver and  owner-
operator  availability  and the new and  used  revenue  equipment
market.  Because we are self-insured for a significant portion of
bodily  injury, property damage and cargo claims and for workers'
compensation  benefits  and  health  claims  for  our   employees
(supplemented  by premium-based insurance coverage above  certain
dollar  levels), financial results may also be affected by driver
safety, medical costs, weather, legal and regulatory environments
and  insurance  coverage  costs to protect  against  catastrophic
losses.

     The  most significant accounting policies and estimates that
affect our financial statements include the following:

     * Selections  of  estimated useful  lives and salvage values
       for  purposes  of  depreciating  tractors   and  trailers.
       Depreciable lives of tractors and trailers range from 5 to
       12 years.  Estimates of salvage value at the expected date
       of  trade-in  or  sale  (for  example,   three  years  for
       tractors)  are  based  on  the  expected  market values of
       equipment at the time of disposal.  We continually monitor
       the  adequacy  of  the  lives  and salvage  values used in
       calculating   depreciation   expense  and   adjust   these
       assumptions appropriately when warranted.
     * Impairment of long-lived assets.  We review our long-lived
       assets  for  impairment whenever  events or  circumstances
       indicate the carrying amount of a long-lived asset may not
       be recoverable.  An impairment loss would be recognized if
       the  carrying  amount  of  the  long-lived  asset  is  not
       recoverable  and  the  carrying  amount  exceeds  its fair
       value.  For long-lived assets classified as held and used,
       the  carrying amount is not recoverable when the  carrying
       value  of the  long-lived asset  exceeds the  sum  of  the
       future  net cash  flows.  We  do not  separately  identify
       assets by operating segment because tractors and  trailers
       are  routinely  transferred  from  one operating  fleet to
       another.  As a result, none of our long-lived assets  have
       identifiable  cash  flows  from  use   that  are   largely
       independent  of  the  cash  flows   of  other  assets  and
       liabilities.   Thus,  the  asset  group  used  to   assess
       impairment would include all of our assets.
     * Estimates of accrued liabilities for insurance and  claims
       for  liability and  physical damage  losses  and  workers'
       compensation.  The insurance and claims accruals  (current
       and  noncurrent) are  recorded at  the estimated  ultimate
       payment   amounts  and  are  based  upon  individual  case
       estimates  (including negative  development) and estimates
       of incurred-but-not-reported losses using loss development
       factors  based upon  past experience.  An  actuary reviews
       our self-insurance reserves for bodily injury and property
       damage  claims and workers'  compensation claims every six
       months.
     * Policies  for   revenue  recognition.  Operating  revenues
       (including  fuel surcharge  revenues) and  related  direct
       costs  are recorded  when the  shipment is delivered.  For
       shipments where a third-party capacity provider (including
       owner-operators  under contract  with us)  is  utilized to
       provide  some or  all of the  service  and  we (i) are the
       primary  obligor in regard  to the shipment delivery, (ii)
       establish  customer pricing  separately from  carrier rate
       negotiations, (iii) generally  have  discretion in carrier
       selection and/or (iv) have credit risk on the shipment, we
       record  both revenues for the  dollar value of services we
       bill to the customer and rent and purchased transportation
       expense for transportation costs we pay to the third-party
       provider upon the shipment's delivery.  In the absence  of
       the  conditions  listed above,  we record  revenues net of
       those expenses related to third-party providers.
     * Accounting  for  income  taxes.   Significant   management
       judgment  is required  to determine (i) the  provision for
       income  taxes, (ii) whether  deferred income taxes will be
       realized  in full  or in  part and (iii) the liability for
       unrecognized  tax  benefits  related   to  uncertain   tax
       positions.  Deferred income tax assets and liabilities are

                                34
<PAGE>

       measured  using enacted  tax rates  that are  expected  to
       apply to taxable income in the years when those  temporary
       differences are expected to be recovered or settled.  When
       it  is more  likely that  all or  some portion of specific
       deferred  income  tax  assets  will  not  be  realized,  a
       valuation allowance must be established for the amount  of
       deferred  income tax  assets that are determined not to be
       realizable.  A valuation allowance for deferred income tax
       assets has not been deemed necessary due to our profitable
       operations.    Accordingly,    if   facts   or   financial
       circumstances   change   and   consequently   impact   the
       likelihood of realizing the deferred income tax assets, we
       would need to apply management's judgment to determine the
       amount  of  valuation  allowance  required  in  any  given
       period.
     * Allowance  for  doubtful  accounts.   The  allowance   for
       doubtful  accounts  is  our  estimate  of  the  amount  of
       probable   credit   losses  in   our   existing   accounts
       receivable.    We  review  the  financial   condition   of
       customers  for  granting  credit and  monitor  changes  in
       customers' financial conditions on an ongoing  basis.   We
       determine  the  allowance based on analysis of  individual
       customers'  financial condition, our historical  write-off
       experience  and national economic conditions.  During  the
       last  two years, numerous significant events affected  the
       U.S.   financial  markets  and  resulted  in   significant
       reduction    of   credit   availability   and   liquidity.
       Consequently,  we  believe some of our  customers  may  be
       unable  to obtain or retain adequate financing to  support
       their  businesses  in  the  future.  We  anticipate   that
       because  of these combined factors, some of our  customers
       may  also be compelled to restructure their businesses  or
       may  be  unable to pay amounts owed to us.  We have formal
       policies  in place to continually monitor credit  extended
       to  customers and to manage our credit risk.  We  maintain
       credit  insurance for some customer accounts.  We evaluate
       the  adequacy  of  our  allowance  for  doubtful  accounts
       quarterly and believe our allowance for doubtful  accounts
       is adequate based on information currently available.

     Management  periodically  re-evaluates  these  estimates  as
events  and  circumstances change.  Together with the effects  of
the  matters  discussed  above, these factors  may  significantly
impact our results of operations from period to period.

Inflation:

     Inflation  may  impact  our operating  costs.   A  prolonged
inflation period could cause rises in interest rates, fuel, wages
and  other  costs.  These inflationary increases could  adversely
affect  our results of operations unless freight rates  could  be
increased correspondingly.  However, the effect of inflation  has
been minimal over the past three years.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE  DISCLOSURES ABOUT  MARKET
          RISK

     We  are  exposed  to  market risk from changes  in  interest
rates, commodity prices and foreign currency exchange rates.

Interest Rate Risk

     We  had no  debt outstanding at December 31, 2009.  Interest
rates  on  our unused credit facilities are based on  the  LIBOR.
Increases  in  interest rates could impact  our  annual  interest
expense on future borrowings.  As of December 31, 2009, we do not
have  any derivative financial instruments to reduce our exposure
to interest rate increases.

Commodity Price Risk

     The  price  and availability  of diesel fuel are subject  to
fluctuations  attributed to changes in the level  of  global  oil
production,  refining capacity, seasonality,  weather  and  other
market factors.  Historically, we have recovered a majority,  but
not  all, of fuel price increases from customers in the  form  of
fuel surcharges.  We implemented customer fuel surcharge programs
with most of our customers to offset much of the higher fuel cost
per  gallon.   However, we do not recover all of  the  fuel  cost
increase through these surcharge programs.  We cannot predict the
extent  to  which  fuel prices will increase or decrease  in  the

                                35
<PAGE>

future or the extent to which fuel surcharges could be collected.
As   of  December  31,  2009,  we  had  no  derivative  financial
instruments to reduce our exposure to fuel price fluctuations.

Foreign Currency Exchange Rate Risk

     We  conduct business in several foreign countries, including
Mexico,  Canada,  China  and Australia.  To  date,  most  foreign
revenues are denominated in U.S. Dollars, and we receive  payment
for  foreign freight services primarily in U.S. Dollars to reduce
direct  foreign currency risk.  Assets and liabilities maintained
by a foreign subsidiary company in the local currency are subject
to   foreign   exchange  gains  or  losses.    Foreign   currency
translation gains and losses primarily relate to changes  in  the
value of revenue equipment owned by a subsidiary in Mexico, whose
functional  currency  is the Peso.  Foreign currency  translation
gains were $1.6 million in 2009 and losses were $7.0 million  for
2008  and  were recorded in accumulated other comprehensive  loss
within  stockholders' equity in the Consolidated Balance  Sheets.
Amounts  of  gains  and losses for 2007 were not  material.   The
exchange  rate between the Mexican Peso and the U.S.  Dollar  was
13.06 Pesos to $1.00 at December 31, 2009 compared to 13.54 Pesos
to  $1.00  at  December  31, 2008 and 10.87  Pesos  to  $1.00  at
December 31, 2007.

                                36
<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Werner Enterprises, Inc.:

     We have audited the accompanying consolidated balance sheets
of  Werner Enterprises, Inc. and subsidiaries (the Company) as of
December   31,  2009  and  2008,  and  the  related  consolidated
statements  of  income,  stockholders' equity  and  comprehensive
income,  and  cash flows for each of the years in the  three-year
period ended December 31, 2009.  In connection with our audits of
the  consolidated financial statements, we have also audited  the
financial statement schedule listed in Item 15(a)(2) of this Form
10-K.   These  consolidated  financial statements  and  financial
statement  schedule  are  the  responsibility  of  the  Company's
management.  Our responsibility is to express an opinion on these
consolidated   financial  statements  and   financial   statement
schedule based on our audits.

     We  conducted our audits in accordance with the standards of
the  Public  Company Accounting Oversight Board (United  States).
Those  standards require that we plan and perform  the  audit  to
obtain   reasonable   assurance  about  whether   the   financial
statements are free of material misstatement.  An audit  includes
examining,  on a test basis, evidence supporting the amounts  and
disclosures in the financial statements.  An audit also  includes
assessing   the   accounting  principles  used  and   significant
estimates  made by management, as well as evaluating the  overall
financial  statement presentation.  We believe  that  our  audits
provide a reasonable basis for our opinion.

     In  our  opinion,  the  consolidated   financial  statements
referred  to above present fairly, in all material respects,  the
financial  position of Werner Enterprises, Inc. and  subsidiaries
as  of  December  31,  2009 and 2008, and the  results  of  their
operations  and  their cash flows for each of the  years  in  the
three-year  period  ended December 31, 2009, in  conformity  with
U.S.  generally  accepted  accounting principles.   Also  in  our
opinion,   the   related  financial  statement   schedule,   when
considered  in  relation  to  the  basic  consolidated  financial
statements  taken as a whole, presents fairly,  in  all  material
respects, the information set forth therein.

     We  also have  audited, in accordance with the standards  of
the  Public  Company Accounting Oversight Board (United  States),
Werner   Enterprises,  Inc.'s  internal  control  over  financial
reporting  as of December 31, 2009, based on criteria established
in   Internal  Control  -  Integrated  Framework  issued  by  the
Committee  of Sponsoring Organizations of the Treadway Commission
(COSO),  and  our  report dated February 26,  2010  expressed  an
unqualified  opinion  on  the  effectiveness  of  the   Company's
internal control over financial reporting.

                              KPMG LLP
Omaha, Nebraska
February 26, 2010

                                37
<PAGE>

                    WERNER ENTERPRISES, INC.
                CONSOLIDATED STATEMENTS OF INCOME
            (In thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                 Years Ended December 31,
                                           ------------------------------------
                                              2009         2008         2007
                                           ----------   ----------   ----------

<S>                                        <C>          <C>          <C>
Operating revenues                         $1,666,470   $2,165,599   $2,071,187
                                           ----------   ----------   ----------

Operating expenses:
  Salaries, wages and benefits                522,962      586,035      598,837
  Fuel                                        247,640      508,594      408,410
  Supplies and maintenance                    141,402      163,524      159,843
  Taxes and licenses                           96,406      109,443      117,170
  Insurance and claims                         83,458      104,349       93,769
  Depreciation                                155,315      167,435      166,994
  Rent and purchased transportation           305,854      397,887      387,564
  Communications and utilities                 15,856       19,579       20,098
  Other                                           886       (4,182)     (18,015)
                                           ----------   ----------   ----------
     Total operating expenses               1,569,779    2,052,664    1,934,670
                                           ----------   ----------   ----------

Operating income                               96,691      112,935      136,517
                                           ----------   ----------   ----------

Other expense (income):
  Interest expense                                 99           83        2,977
  Interest income                              (1,779)      (3,972)      (3,989)
  Other                                          (466)        (198)         247
                                           ----------   ----------   ----------
     Total other income                        (2,146)      (4,087)        (765)
                                           ----------   ----------   ----------

Income before income taxes                     98,837      117,022      137,282
Income taxes                                   42,253       49,442       61,925
                                           ----------   ----------   ----------

Net income                                 $   56,584   $   67,580   $   75,357
                                           ==========   ==========   ==========

Earnings per share:
  Basic                                    $     0.79   $     0.96   $     1.03
                                           ==========   ==========   ==========
  Diluted                                  $     0.79   $     0.94   $     1.02
                                           ==========   ==========   ==========

Weighted-average common shares outstanding:
  Basic                                        71,672       70,752       72,858
                                           ==========   ==========   ==========
  Diluted                                      72,075       71,658       74,114
                                           ==========   ==========   ==========

</TABLE>




The accompanying notes are an integral part of these consolidated
financial statements.

                                38
<PAGE>

                    WERNER ENTERPRISES, INC.
                   CONSOLIDATED BALANCE SHEETS
              (In thousands, except share amounts)

<TABLE>
<CAPTION>

                                                        December 31,
                                                 -------------------------
                    ASSETS                          2009           2008
                                                 ----------     ----------
<S>                                              <C>            <C>
Current assets:
  Cash and cash equivalents                      $   18,430     $   48,624
  Accounts  receivable, trade, less  allowance
    of $9,167 and $9,555, respectively              180,740        185,936
  Other receivables                                  10,366         18,739
  Inventories and supplies                           12,725         10,644
  Prepaid taxes, licenses, and permits               14,628         16,493
  Current deferred income taxes                      24,808         30,789
  Other current assets                               22,807         20,659
                                                 ----------     ----------
     Total current assets                           284,504        331,884
                                                 ----------     ----------
Property and equipment, at cost:
  Land                                               28,689         28,643
  Buildings and improvements                        128,112        125,631
  Revenue equipment                               1,246,752      1,281,688
  Service equipment and other                       177,158        177,140
                                                 ----------     ----------
     Total property and equipment                 1,580,711      1,613,102
     Less - accumulated depreciation                708,809        686,463
                                                 ----------     ----------
                 Property and equipment, net        871,902        926,639
                                                 ----------     ----------
Other non-current assets                             16,603         16,795
                                                 ----------     ----------
                                                 $1,173,009     $1,275,318
                                                 ==========     ==========
     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                               $   47,056     $   46,684
  Current portion of long-term debt                       -         30,000
  Insurance and claims accruals                      65,667         79,830
  Accrued payroll                                    17,567         25,850
  Other current liabilities                          16,451         19,006
                                                 ----------     ----------
     Total current liabilities                      146,741        201,370
                                                 ----------     ----------
Other long-term liabilities                           8,760          7,406
Deferred income taxes                               199,358        200,512
Insurance and claims accruals, net of current
  portion                                           113,500        120,500
Commitments and contingencies
Stockholders' equity:
  Common stock, $0.01 par value, 200,000,000
    shares authorized; 80,533,536 shares
    issued; 71,896,512 and 71,576,267 shares
    outstanding, respectively                           805            805
  Paid-in capital                                    92,389         93,343
  Retained earnings                                 778,890        826,511
  Accumulated other comprehensive loss               (5,556)        (7,146)
  Treasury stock, at cost; 8,637,024 and
    8,957,269 shares, respectively                 (161,878)      (167,983)
                                                 ----------     ----------
     Total stockholders' equity                     704,650        745,530
                                                 ----------     ----------
                                                 $1,173,009     $1,275,318
                                                 ==========     ==========

</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

                                39
<PAGE>

                    WERNER ENTERPRISES, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In thousands)

<TABLE>
<CAPTION>

                                                  Years Ended December 31,
                                             -----------------------------------
                                               2009         2008         2007
                                             ---------    ---------    ---------
<S>                                          <C>          <C>          <C>
Cash flows from operating activities:
  Net income                                 $  56,584    $  67,580    $  75,357
  Adjustments to reconcile net income
    to net cash provided by
    operating activities:
    Depreciation                               155,315      167,435      166,994
    Deferred income taxes                        4,908       (5,685)      (8,571)
    Gain on disposal of operating
      equipment                                 (3,192)      (9,896)     (22,915)
    Stock based compensation                     1,243        1,455        1,878
    Other long-term assets                      (1,958)         631          918
    Insurance and claims accruals,
      net of current portion                    (7,000)      10,000       11,000
    Other long-term liabilities                    798         (194)         571
    Changes  in  certain  working
      capital items:
      Accounts receivable, net                   5,196       27,560       19,298
      Prepaid expenses and other
        current assets                           7,535       (2,656)       7,504
      Accounts payable                            (445)      (2,968)     (26,169)
      Accrued and other current
        liabilities                            (24,542)       5,868        2,120
                                             ---------    ---------    ---------
    Net cash provided by operating
      activities                               194,442      259,130      227,985
                                             ---------    ---------    ---------

Cash flows from investing activities:
  Additions to property and equipment         (177,846)    (206,305)    (133,124)
  Retirements of property and equipment         79,000       85,324      107,056
  Decrease in notes receivable                   4,286        5,615        5,962
                                             ---------    ---------    ---------
    Net cash used in investing
      activities                               (94,560)    (115,366)     (20,106)
                                             ---------    ---------    ---------

Cash flows from financing activities:
  Proceeds  from issuance  of  short-term
    debt                                        20,000       30,000            -
  Proceeds from issuance of long-term
    debt                                             -            -       10,000
  Repayments of short-term debt                (50,000)           -      (30,000)
  Repayments of long-term debt                       -            -      (80,000)
  Dividends on common stock                   (104,189)    (164,420)     (13,953)
  Repurchases of common stock                        -       (4,486)    (113,821)
  Stock options exercised                        2,577       13,624        8,789
  Excess tax benefits from exercise
    of stock options                             1,331        6,026        4,545
                                             ---------    ---------    ---------
    Net cash used in financing
      activities                              (130,281)    (119,256)    (214,440)
                                             ---------    ---------    ---------
Effect of exchange rate fluctuations
  on cash                                          205         (974)          38
Net increase (decrease) in cash and
  cash equivalents                             (30,194)      23,534       (6,523)
Cash and cash equivalents, beginning
  of year                                       48,624       25,090       31,613
                                             ---------    ---------    ---------
Cash and cash equivalents, end of
  year                                       $  18,430    $  48,624    $  25,090
                                             =========    =========    =========
Supplemental disclosures of cash  flow
  information:
  Cash paid during year for:
    Interest                                 $     154    $      28    $   3,717
    Income taxes                                34,431       53,562       65,111
Supplemental disclosures  of  non-cash
  investing activities:
  Notes receivable issued upon sale
    of revenue equipment                     $   2,136    $   2,741    $   6,388

</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

                                40
<PAGE>

                     WERNER ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE
                             INCOME
       (In thousands, except share and per share amounts)

<TABLE>
<CAPTION>

                                                                    Accumulated
                                                                       Other                     Total
                                    Common    Paid-In    Retained  Comprehensive  Treasury   Stockholders'
                                    Stock     Capital    Earnings  Income (Loss)   Stock        Equity
                                    ----------------------------------------------------------------------
<S>                                  <C>     <C>         <C>         <C>         <C>           <C>
BALANCE, December 31, 2006           $805    $105,193    $862,403    $  (207)    $ (97,843)    $870,351
Purchases of 6,000,000 shares
  of common stock                       -           -           -          -      (113,821)    (113,821)
Dividends on common stock
  ($.195 per share)                     -           -     (14,081)         -             -      (14,081)
Exercise of stock options,
  1,033,892 shares,
  including excess tax benefits         -      (6,047)          -          -        19,381       13,334
Stock-based compensation expense        -       1,878           -          -             -        1,878
Adoption of FIN 48                      -           -        (268)         -             -         (268)
Comprehensive income (loss):
  Net income                            -           -      75,357          -             -       75,357
  Foreign currency
    translation adjustments             -           -           -         38             -           38
                                    -----    --------    --------    -------     ---------     --------
  Total comprehensive income (loss)     -           -      75,357         38             -       75,395
                                    -----    --------    --------    -------     ---------     --------

BALANCE, December 31, 2007            805     101,024     923,411       (169)     (192,283)     832,788

Purchases of 250,000 shares
  of common stock                       -           -           -          -        (4,486)      (4,486)
Dividends on common stock
  ($2.300 per share)                    -           -    (164,480)         -             -     (164,480)
Exercise of stock options,
  1,453,078 shares,
  including excess tax benefits         -      (9,136)          -          -        28,786       19,650
Stock-based compensation expense        -       1,455           -          -             -        1,455
Comprehensive income (loss):
  Net income                            -           -      67,580          -             -       67,580
  Foreign currency
    translation adjustments             -           -           -     (6,977)            -       (6,977)
                                    -----    --------    --------    -------     ---------     --------
  Total comprehensive income (loss)     -           -      67,580     (6,977)            -       60,603
                                    -----    --------    --------    -------     ---------     --------

BALANCE, December 31, 2008            805      93,343     826,511     (7,146)     (167,983)     745,530

Dividends on common stock
  ($1.450 per share)                    -           -    (104,205)         -             -     (104,205)
Exercise of stock options,
  320,245 shares,
  including excess tax benefits         -      (2,197)          -          -         6,105        3,908
Stock-based compensation expense        -       1,243           -          -             -        1,243
Comprehensive income (loss):
  Net income                            -           -      56,584          -             -       56,584
  Foreign currency
    translation adjustments             -           -           -      1,590             -        1,590
                                    -----    --------    --------    -------     ---------     --------
  Total comprehensive income (loss)     -           -      56,584      1,590             -       58,174
                                    -----    --------    --------    -------     ---------     --------

BALANCE, December 31, 2009           $805    $ 92,389    $778,890    $(5,556)    $(161,878)    $704,650
                                    =====    ========    ========    =======     =========     ========

</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

                                41
<PAGE>

                    WERNER ENTERPRISES, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

     Werner  Enterprises,  Inc. (the "Company")  is  a  truckload
transportation   and  logistics  company  operating   under   the
jurisdiction  of  the U.S. Department of Transportation,  similar
governmental transportation agencies in the foreign countries  in
which  we  operate and various U.S. state regulatory authorities.
We maintain a diversified freight base and are not dependent on a
specific  industry  for a majority of our freight,  which  limits
concentrations of credit risk.  No single customer generated more
than 10% of the Company's total revenues in 2009, 2008 and 2007.

Principles of Consolidation

     The  accompanying  consolidated financial statements include
the  accounts  of Werner Enterprises, Inc. and our majority-owned
subsidiaries.    All   significant  intercompany   accounts   and
transactions relating to these majority-owned entities have  been
eliminated.

Use of Management Estimates

     The  preparation  of  consolidated financial  statements  in
conformity with accounting principles generally accepted  in  the
United  States  of America requires management to make  estimates
and  assumptions that affect the (i) reported amounts  of  assets
and   liabilities  and  disclosure  of  contingent   assets   and
liabilities at the date of the consolidated financial  statements
and  (ii)  reported amounts of revenues and expenses  during  the
reporting  period.   Actual  results  could  differ  from   those
estimates.

Cash and Cash Equivalents

     We  consider all highly liquid investments, purchased with a
maturity of three months or less, to be cash equivalents.

Trade Accounts Receivable

     We record trade accounts receivable at the invoiced amounts,
net  of  an  allowance for doubtful accounts.  The allowance  for
doubtful  accounts  is  our estimate of the  amount  of  probable
credit losses in our existing accounts receivable.  We review the
financial   condition  of  customers  for  granting  credit   and
determine   the   allowance  based  on  analysis  of   individual
customers'  financial condition, historical write-off  experience
and  national economic conditions.  We evaluate the  adequacy  of
our allowance for doubtful accounts quarterly.  Past due balances
over  90  days  and  exceeding a specified  amount  are  reviewed
individually  for collectibility.  Account balances  are  charged
off against the allowance after all means of collection have been
exhausted  and  the potential for recovery is considered  remote.
We  do not have any off-balance-sheet credit exposure related  to
our customers.

Inventories and Supplies

     Inventories  and supplies are stated at the lower of average
cost  or market and consist primarily of revenue equipment parts,
tires,  fuel,  supplies  and company  store  merchandise.   Tires
placed on new revenue equipment are capitalized as a part of  the
equipment  cost.  Replacement tires are expensed when  placed  in
service.

                                42
<PAGE>

Property, Equipment, and Depreciation

     Additions  and  improvements to property and  equipment  are
capitalized  at  cost, while maintenance and repair  expenditures
are  charged to operations as incurred.  Gains and losses on  the
sale  or  exchange of equipment are recorded in  other  operating
expenses.

     Depreciation  is calculated based on the cost of the  asset,
reduced  by  the  asset's  estimated  salvage  value,  using  the
straight-line method.  Accelerated depreciation methods are  used
for  income tax purposes.  The lives and salvage values  assigned
to  certain assets for financial reporting purposes are different
than  for income tax purposes.  For financial reporting purposes,
assets are depreciated using the following estimated useful lives
and salvage values:

<TABLE>
<CAPTION>

                                            Lives       Salvage Values
                                        ------------   ----------------
         <S>                             <C>                <C>
         Building and improvements        30 years            0%
         Tractors                          5 years           25%
         Trailers                         12 years          $1,000
         Service and other equipment     3-10 years           0%

</TABLE>

Long-Lived Assets

     We  review  our  long-lived  assets for impairment  whenever
events  or circumstances indicate the carrying amount of a  long-
lived asset may not be recoverable.  An impairment loss would  be
recognized if the carrying amount of the long-lived asset is  not
recoverable and the carrying amount exceeds its fair value.   For
long-lived  assets  classified as held  and  used,  the  carrying
amount  is  not recoverable when the carrying value of the  long-
lived asset exceeds the sum of the future net cash flows.  We  do
not  separately  identify  assets by  operating  segment  because
tractors   and  trailers  are  routinely  transferred  from   one
operating  fleet to another.  As a result, none of our long-lived
assets  have  identifiable cash flows from use that  are  largely
independent  of  the cash flows of other assets and  liabilities.
Thus, the asset group used to assess impairment would include all
of our assets.

Insurance and Claims Accruals

     Insurance  and claims accruals (both current and noncurrent)
reflect  the estimated cost (including estimated loss development
and loss adjustment expenses) for (i) cargo loss and damage, (ii)
bodily  injury and property damage, (iii) group health  and  (iv)
workers' compensation claims not covered by insurance.  The costs
for cargo, bodily injury and property damage insurance and claims
are  included in insurance and claims expense in the Consolidated
Statements  of  Income; the costs of group  health  and  workers'
compensation claims are included in salaries, wages and  benefits
expense.  The insurance and claims accruals are recorded  at  the
estimated  ultimate payment amounts.  Such insurance  and  claims
accruals  are  based  upon individual case  estimates  (including
negative  development) and estimates of incurred-but-not-reported
losses using loss development factors based upon past experience.
Actual  costs  related to insurance and claims have not  differed
materially   from  estimated  accrued  amounts  for   all   years
presented.   An actuary reviews our self-insurance  reserves  for
bodily   injury   and   property  damage  claims   and   workers'
compensation claims every six months.

                                43
<PAGE>

     We  were  responsible for liability claims up  to  $500,000,
plus  administrative  expenses,  for  each  occurrence  involving
bodily  injury or property damage since August 1, 1992.  For  the
policy  year  beginning August 1, 2004, we  increased  our  self-
insured  retention ("SIR") and deductible amount to $2.0  million
per  occurrence.   We  are also responsible  for  varying  annual
aggregate  amounts  of  liability for claims  in  excess  of  the
SIR/deductible.  The following table reflects the  SIR/deductible
levels  and aggregate amounts of liability for bodily injury  and
property damage claims since August 1, 2006:

<TABLE>
<CAPTION>

                                                           Primary Coverage
       Coverage Period              Primary Coverage        SIR/Deductible
------------------------------      ----------------       ----------------
<S>                                  <C>                    <C>
August 1, 2006 - July 31, 2007       $5.0 million           $2.0 million (1)
August 1, 2007 - July 31, 2008       $5.0 million           $2.0 million (2)
August 1, 2008 - July 31, 2009       $5.0 million           $2.0 million (3)
August 1, 2009 - July 31, 2010       $5.0 million           $2.0 million (2)

</TABLE>

(1)  Subject to an additional $2.0 million aggregate in the  $2.0
to  $3.0 million layer, no aggregate (meaning that we were  fully
insured)  in  the $3.0 to $5.0 million layer, and a $5.0  million
aggregate in the $5.0 to $10.0 million layer.

(2)  Subject to an additional $8.0 million aggregate in the  $2.0
to  $5.0  million layer and a $5.0 million aggregate in the  $5.0
to $10.0 million layer.

(3)  Subject to an additional $8.0 million aggregate in the  $2.0
to  $5.0  million layer and a $4.0 million aggregate in the  $5.0
to $10.0 million layer.

     Our  primary  insurance covers the range of liability  under
which  we  expect most claims to occur.  If any liability  claims
are  substantially in excess of coverage amounts  listed  in  the
table above, such claims are covered under premium-based policies
(issued  by  insurance  companies) to coverage  levels  that  our
management  considers  adequate.  We  are  also  responsible  for
administrative  expenses  for  each occurrence  involving  bodily
injury or property damage.

     We  are  responsible  for workers' compensation up  to  $1.0
million  per  claim.  We also maintain a $26.7 million  bond  and
have insurance for individual claims above $1.0 million.

     Under  these  insurance  arrangements, we  maintained  $49.8
million in letters of credit as of December 31, 2009.

Revenue Recognition

     The Consolidated Statements of Income reflect recognition of
operating  revenues  (including  fuel  surcharge  revenues)   and
related  direct  costs  when  the  shipment  is  delivered.   For
shipments where a third-party capacity provider (including owner-
operators under contract with us) is utilized to provide some  or
all  of  the service and we (i) are the primary obligor in regard
to   the  shipment  delivery,  (ii)  establish  customer  pricing
separately  from carrier rate negotiations, (iii) generally  have
discretion in carrier selection and/or (iv) have credit  risk  on
the  shipment,  we record both revenues for the dollar  value  of
services   we  bill  to  the  customer  and  rent  and  purchased
transportation expense for transportation costs  we  pay  to  the
third-party  provider  upon  the  shipment's  delivery.   In  the
absence of the conditions listed above, we record revenues net of
those expenses related to third-party providers.

Foreign Currency Translation

     Local  currencies  are generally considered  the  functional
currencies outside the United States.  Assets and liabilities are
translated  at  year-end exchange rates for operations  in  local
currency environments.  Most foreign revenues are denominated  in
U.S.  Dollars.  Expense items are translated at the average rates
of   exchange  prevailing  during  the  year.   Foreign  currency
translation  adjustments reflect the changes in foreign  currency
exchange  rates  applicable  to the net  assets  of  the  foreign
operations.  Foreign currency translation gains were $1.6 million
for  2009  and losses were $7.0 million for 2008 and are recorded
in  accumulated  other  comprehensive loss  within  stockholders'
equity in the Consolidated Balance Sheets.  Amounts for 2007 were
not material.

                                44
<PAGE>

Income Taxes

     We  use  the  asset  and liability method in accounting  for
income  taxes.   Under  this  method,  deferred  tax  assets  and
liabilities  are  recognized  for  the  future  tax  consequences
attributable  to  temporary  differences  between  the  financial
statement carrying amounts of existing assets and liabilities and
their  respective tax bases.  Deferred tax assets and liabilities
are  measured  using the enacted tax rates that are  expected  to
apply  to  taxable income in the years in which  those  temporary
differences are expected to be recovered or settled.

     In  accounting for uncertain tax positions, we recognize the
tax  benefit from an uncertain tax position only if  it  is  more
likely  than  not  that  the tax position will  be  sustained  on
examination  by  the taxing authorities, based on  the  technical
merits  of  the  position.  The tax benefits  recognized  in  the
financial statements from such a position are measured  based  on
the  largest  benefit that has a greater than 50%  likelihood  of
being  realized upon ultimate settlement.  We recognize  interest
and  penalties directly related to income tax matters  in  income
tax expense.

Common Stock and 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  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  stock  awards.  There are  no  differences  in  the
numerators of our computations of basic and diluted earnings  per
share  for  any periods presented.  The computation of basic  and
diluted  earnings per share is shown below (in thousands,  except
per share amounts).

<TABLE>
<CAPTION>

                                           Years Ended December 31,
                                       --------------------------------
                                         2009        2008        2007
                                       --------    --------    --------
     <S>                               <C>         <C>         <C>
     Net income                        $ 56,584    $ 67,580    $ 75,357
                                       ========    ========    ========

     Weighted average common
       shares outstanding                71,672      70,752      72,858
     Dilutive effect of stock-based
       awards                               403         906       1,256
                                       --------    --------    --------
     Shares used in computing
       diluted earnings per share        72,075      71,658      74,114
                                       ========    ========    ========

     Basic earnings per share          $    .79    $    .96    $   1.03
                                       ========    ========    ========
     Diluted earnings per share        $    .79    $    .94    $   1.02
                                       ========    ========    ========

</TABLE>

     Options  to  purchase  shares  of  common  stock  that  were
outstanding during the periods indicated above, but 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, were:

<TABLE>
<CAPTION>

                                               Years Ended December 31,
                                      ------------------------------------------
                                          2009           2008           2007
                                      ------------   ------------   ------------
   <S>                                <C>            <C>            <C>
   Number of options                       755,494         23,600         29,500
   Ranges of option purchase prices   $18.33-20.36   $19.84-20.36   $19.26-20.36

</TABLE>

Comprehensive Income

     Comprehensive  income  consists  of  net  income  and  other
comprehensive  income (loss).  Other comprehensive income  (loss)
refers  to  revenues,  expenses, gains and losses  that  are  not
included  in  net  income, but rather are  recorded  directly  in
stockholders'  equity.  For the years ended  December  31,  2009,
2008  and  2007, comprehensive income consists of net income  and
foreign currency translation adjustments.

                                45
<PAGE>

Accounting Standards

New Accounting Pronouncements Adopted
-------------------------------------

     In  September 2006, the Financial Accounting Standards Board
("FASB") issued authoritative guidance which defines fair  value,
establishes  a  framework for measuring fair value  in  generally
accepted accounting principles and expands disclosures about fair
value  measurements.  The new guidance did not  require  any  new
fair value measurements but rather eliminated inconsistencies  in
guidance found in various prior accounting pronouncements and was
effective  for  fiscal years beginning after November  15,  2007.
Subsequent pronouncements delayed the effective date of  the  new
guidance   for   all   nonfinancial   assets   and   nonfinancial
liabilities,  except those that are recognized  or  disclosed  at
fair  value in the financial statements on a recurring basis  (at
least annually), until fiscal years beginning after November  15,
2008  and  interim  periods  within those  fiscal  years.   These
nonfinancial  items  include  assets  and  liabilities  such   as
reporting units measured at a fair value in a goodwill impairment
test and nonfinancial assets acquired and liabilities assumed  in
a  business  combination.  Effective January 1, 2008, we  adopted
the provisions for financial assets and liabilities recognized at
fair  value  on  a  recurring basis, and  we  fully  adopted  the
guidance on January 1, 2009.  The adoption had no effect  on  our
financial position, results of operations and cash flows.

     In  December  2007,  the FASB issued authoritative  guidance
related  to  business  combinations.  This  guidance  establishes
requirements  for (i) recognizing and measuring in  an  acquiring
company's  financial statements the identifiable assets acquired,
the  liabilities assumed and any noncontrolling interest  in  the
acquiree, (ii) recognizing and measuring the goodwill acquired in
the  business  combination or a gain from a bargain purchase  and
(iii) determining what information to disclose to enable users of
the  financial  statements to evaluate the nature  and  financial
effects  of  the  business combination.  The new provisions  were
effective  for  business combinations for which  the  acquisition
date  is  on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008.  The adoption  of
this guidance had no effect on our financial position, results of
operations and cash flows.

     In  December  2007,  the FASB issued authoritative  guidance
that  amends previously issued guidance concerning noncontrolling
interests  in  consolidated financial statements.  This  guidance
established   accounting   and  reporting   standards   for   the
noncontrolling   interest   in   a   subsidiary   and   for   the
deconsolidation of a subsidiary.  The guidance was effective  for
fiscal  years,  and  interim periods within those  fiscal  years,
beginning  on or after December 15, 2008.  The adoption  of  this
guidance  had  no  effect on our financial position,  results  of
operations and cash flows.

     In  March 2008, the FASB issued authoritative guidance which
requires   enhanced  disclosures  about  an  entity's  derivative
instruments  and hedging activities.  The guidance was  effective
for  fiscal years, and interim periods within those fiscal years,
beginning  on or after November 15, 2008.  The adoption  of  this
guidance  had  no  effect on our financial position,  results  of
operations and cash flows.

     In  May  2009, the FASB issued authoritative guidance  which
establishes general standards of accounting for and disclosure of
events  that  occur  after  the balance  sheet  date  but  before
financial  statements are issued or are available to  be  issued.
The  new  guidance  sets forth (i) the period after  the  balance
sheet  date  during  which management should evaluate  events  or
transactions   that  may  occur  for  potential  recognition   or
disclosure  in  the financial statements; (ii) the  circumstances
under  which  an  entity should recognize events or  transactions
occurring   after  the  balance  sheet  date  in  its   financial
statements; and (iii) the disclosures that an entity should  make
about  events  or  transactions that occurred after  the  balance
sheet  date.  The new provisions became effective for interim  or
annual  financial  periods  ending  after  June  15,  2009.   The
adoption  of  this  guidance  had  no  effect  on  our  financial
position, results of operations and cash flows.

     In  June  2009,  the  FASB  issued its  final  Statement  of
Financial  Accounting  Standards  which  established   the   FASB
Accounting Standards CodificationTM (the "Codification")  as  the
single source of authoritative U.S. generally accepted accounting

                                46
<PAGE>

principles  ("GAAP") applied by nongovernmental entities,  except
for  rules  and interpretive releases of the U.S. Securities  and
Exchange  Commission (the "SEC") under the authority  of  federal
securities  laws,  which are sources of authoritative  accounting
guidance  for SEC registrants.  The Codification did  not  change
GAAP but reorganizes the literature.  The Codification supersedes
all  existing non-SEC accounting and reporting standards.   These
provisions  were  effective for financial statements  issued  for
interim and annual periods ending after September 15, 2009.   The
FASB will not issue new standards in the form of Statements, FASB
Staff   Positions,  or  Emerging  Issues  Task  Force  Abstracts;
instead,  it will issue Accounting Standards Updates.   The  FASB
will  not  consider Accounting Standards Updates as authoritative
in  their own right; these updates will serve only to update  the
Codification, provide background information about  the  guidance
and  provide  the  bases for conclusions on the  changes  in  the
Codification.   In  the  description  of  "Accounting   Standards
Updates Not Yet Effective" that follows, references in quotations
relate   to   Codification  Topics  and  Subtopics,   and   their
descriptive titles, as appropriate.

Accounting Standards Updates Not Yet Effective
----------------------------------------------

     In October 2009, an update was made to "Revenue Recognition-
Multiple  Deliverable  Revenue  Arrangements."   This  update (i)
removes     the     objective-and-reliable-evidence-of-fair-value
criterion from the separation criteria used to determine  whether
an arrangement involving multiple deliverables contains more than
one  unit of accounting, (ii) replaces references to "fair value"
with   "selling  price"  to  distinguish  from  the  fair   value
measurements  required  under the "Fair  Value  Measurements  and
Disclosures"  guidance, (iii) provides a hierarchy that  entities
must  use to estimate the selling price, (iv) eliminates the  use
of the residual method for allocation and (v) expands the ongoing
disclosure  requirements.   This  update  is  effective  for   us
beginning  January  1, 2011 and can be applied  prospectively  or
retrospectively.  Management is currently evaluating  the  effect
that  adoption  of  this  update  will  have,  if  any,  on   our
consolidated financial position, results of operations  and  cash
flows when it becomes effective in 2011.

     Other Accounting Standards Updates not effective until after
December 31, 2009, are not expected to have a significant  effect
on  our consolidated financial position, results of operations or
cash flows.

(2)  CREDIT FACILITIES

     Debt  consisted   of  the   following  at  December  31  (in
thousands):

<TABLE>
<CAPTION>

                                          2009        2008
                                        --------    --------
       <S>                              <C>         <C>
       Notes payable to banks under
        committed credit facilities     $      -    $ 30,000
                                        --------    --------
                                               -      30,000
       Less current portion                    -      30,000
                                        --------    --------
       Long-term debt, net              $      -    $      -
                                        ========    ========

</TABLE>

     As of December 31, 2009, we have committed credit facilities
with  two  banks totaling $225.0 million that mature in May  2011
($175.0 million) and May 2012 ($50.0 million).  Borrowings  under
these  credit  facilities bear variable  interest  based  on  the
London  Interbank  Offered Rate ("LIBOR").  As  of  December  31,
2009,  we  had  no  borrowings  outstanding  under  these  credit
facilities  with  banks.   In January  2010,  we  borrowed  $10.0
million, which we repaid in February 2010.  The $225.0 million of
credit  available  under these facilities is further  reduced  by
$49.8  million in letters of credit under which we are obligated.
Each  of  the  debt agreements includes, among other things,  two
financial  covenants  requiring us (i) not to  exceed  a  maximum
ratio  of  total  debt to total capitalization and  (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).   We  were   in
compliance with these covenants at December 31, 2009.

     The carrying amounts of our long-term debt approximates fair
value due to the duration of the notes and the interest rates.

                                47
<PAGE>

(3)  NOTES RECEIVABLE

     Notes  receivable are  included in other current assets  and
other non-current assets in the Consolidated Balance Sheets.   At
December  31,  notes receivable consisted of  the  following  (in
thousands):

<TABLE>
<CAPTION>

                                               2009         2008
                                             --------     --------
       <S>                                   <C>          <C>
       Owner-operator notes receivable       $  6,756     $  9,392
       TDR Transportes, S.A. de C.V.            3,600        3,600
       Other notes receivable                   4,851        5,046
                                             --------     --------
                                               15,207       18,038
       Less current portion                     3,404        4,085
                                             --------     --------
       Notes receivable - non-current        $ 11,803     $ 13,953
                                             ========     ========

</TABLE>

     We  provide  financing  to some independent contractors  who
want  to  become owner-operators by purchasing a tractor from  us
and  leasing their services to us.  At December 31, 2009, we  had
187  notes receivable from these owner-operators and at  December
31,  2008,  we  had 232 such notes receivable.  See  Note  7  for
information regarding notes from related parties.  We maintain  a
primary security interest in the tractor until the owner-operator
pays  the note balance in full.  We also retain recourse exposure
related  to owner-operators who purchased tractors from  us  with
third-party financing we arranged.

     During 2002, we loaned $3.6 million to TDR Transportes, S.A.
de  C.V.  ("TDR"), a truckload carrier in the Republic of Mexico.
The  loan has a nine-year term with principal payable at the  end
of the term.  Such loan (i) is subject to acceleration if certain
conditions are met, (ii) bears interest at a rate of 5% per annum
(which  is  payable quarterly), (iii) contains certain  financial
and  other covenants and (iv) is collateralized by the assets  of
TDR.   As of December 31, 2009, TDR had prepaid interest on  this
note  through  January  31, 2010, and we  had  a  receivable  for
interest  of  $31,000 as of December 31, 2008.  See  Note  7  for
information regarding related party transactions.

(4)  INCOME TAXES

     Income   tax   expense  consisted  of  the   following   (in
thousands):

<TABLE>
<CAPTION>

                                     2009         2008         2007
                                   --------     --------     --------
      <S>                          <C>          <C>          <C>
      Current:
        Federal                    $ 31,267     $ 47,575     $ 62,026
        State                         6,078        7,552        8,470
                                   --------     --------     --------
                                     37,345       55,127       70,496
                                   --------     --------     --------
      Deferred:
        Federal                       5,605       (3,735)      (6,698)
        State                          (697)      (1,950)      (1,873)
                                   --------     --------     --------
                                      4,908       (5,685)      (8,571)
                                   --------     --------     --------
      Total income tax expense     $ 42,253     $ 49,442     $ 61,925
                                   ========     ========     ========

</TABLE>

     The  effective  income  tax rate differs  from  the  federal
corporate  tax rate of 35% in 2009, 2008 and 2007 as follows  (in
thousands):

<TABLE>
<CAPTION>

                                     2009         2008         2007
                                   --------     --------     --------
      <S>                          <C>          <C>          <C>
      Tax at statutory rate        $ 34,593     $ 40,958     $ 48,049
      State income taxes, net of
        federal tax benefits          3,498        3,641        4,288
      Non-deductible meals and
        entertainment                 3,558        4,158        4,799
      Income tax settlement               -            -        4,000
      Income tax credits               (480)        (752)        (790)
      Other, net                      1,084        1,437        1,579
                                   --------     --------     --------
                                   $ 42,253     $ 49,442     $ 61,925
                                   ========     ========     ========

</TABLE>

                                48
<PAGE>

     At   December   31,  deferred  tax  assets  and  liabilities
consisted of the following (in thousands):

<TABLE>
<CAPTION>

                                            2009            2008
                                         ---------       ---------
        <S>                              <C>             <C>
        Deferred tax assets:
        Insurance and claims accruals    $  70,322       $  78,901
        Allowance for uncollectible
          accounts                           5,087           5,175
        Other                                7,285           8,280
                                         ---------       ---------
          Gross deferred tax assets         82,694          92,356
                                         ---------       ---------

        Deferred tax liabilities:
        Property and equipment             248,078         252,609
        Prepaid expenses                     6,533           7,290
        Other                                2,633           2,180
                                         ---------       ---------
          Gross deferred tax liabilities   257,244         262,079
                                         ---------       ---------
          Net deferred tax liability     $ 174,550       $ 169,723
                                         =========       =========

</TABLE>

     These   amounts   (in  thousands)  are  presented   in   the
accompanying  Consolidated Balance Sheets as of  December  31  as
follows:

<TABLE>
<CAPTION>

                                            2009           2008
                                         ---------       ---------
        <S>                              <C>             <C>
        Current deferred tax asset       $  24,808       $  30,789
        Noncurrent deferred tax
          liability                        199,358         200,512
                                         ---------       ---------
        Net deferred tax liability       $ 174,550       $ 169,723
                                         =========       =========

</TABLE>

     We  have  not  recorded  a valuation  allowance  because  we
believe that all deferred tax assets are more likely than not  to
be  realized as a result of our historical profitability, taxable
income and reversal of deferred tax liabilities.

     During  first quarter 2006, in connection with an  audit  of
our  federal  income tax returns for the years 1999 to  2002,  we
received  a  notice  from  the Internal Revenue  Service  ("IRS")
proposing   to  disallow  a  significant  tax  deduction.    This
deduction  was  based  on a timing difference  between  financial
reporting and tax reporting and would result in interest charges,
which  we  record  as a component of income tax  expense  in  the
Consolidated  Statements  of  Income.   This  timing   difference
deduction  reversed in our 2004 income tax return.   We  formally
protested this matter in April 2006.  During fourth quarter 2007,
we  reached a tentative settlement agreement with an IRS  appeals
officer.  During fourth quarter 2007, we also accrued  in  income
tax   expense  in  our  Consolidated  Statements  of  Income  the
estimated   cumulative  interest  charges  for  the   anticipated
settlement of this matter, net of income taxes, which amounted to
$4.0  million,  or $0.05 per share.  During second quarter  2008,
the  appeals  officer  received  the  concurrence  of  the  Joint
Committee  of  Taxation with regard to the recommended  basis  of
settlement.   The  IRS  finalized  the  settlement  during  third
quarter  2008,  and we paid the federal accrued interest  at  the
beginning  of  October  2008.   We filed  amended  state  returns
reporting the IRS settlement changes to the states where required
during  fourth  quarter  2008.  Our total payments  during  2008,
before  considering  the tax benefit from  the  deductibility  of
these payments, were $4.9 million for federal and $0.4 million to
various  states.  Our net payments to various states during  2009
were  $0.7 million.  We expect to pay an additional $0.3  million
to settle the remaining state liabilities.

     We  recognized a $0.5 million increase in the net  liability
for  unrecognized  tax benefits for the year ended  December  31,
2009  and  a $3.8 million decrease in the net liability  for  the
year  ended  December 31, 2008. The 2008 decrease is due  to  the
settlement with the IRS and related payment of interest and taxes
for tax years 1999 through 2002, as discussed above.   We accrued
an  interest benefit of $0.4 million during 2009 and $4.9 million
during  2008.  Our  total gross liability  for  unrecognized  tax
benefits at December 31, 2009 is $7.5 million and at December 31,
2008   was   $7.4  million.   If  recognized,  $4.5  million   of
unrecognized  tax  benefits  as of December  31,  2009  and  $4.0
million  as  of December 31, 2008 would impact our effective  tax
rate.  Interest of $3.2 million as of December 31, 2009 and  $3.7

                                49
<PAGE>

million as of December 31, 2008 has been reflected as a component
of  the  total liability.  We do not expect any other significant
increases  or  decreases for uncertain tax positions  during  the
next twelve months.

     The  reconciliations of beginning and ending gross  balances
of  unrecognized tax benefits for 2009 and 2008 are  shown  below
(in thousands).

<TABLE>
<CAPTION>

                                                            2009        2008
                                                          --------    --------
        <S>                                               <C>         <C>
        Unrecognized tax benefits, opening balance        $  7,450    $ 12,594
        Gross increases - tax positions in prior period        477         635
        Gross decreases - tax positions in prior period          -           -
        Gross increases - current-period tax positions         296           -
        Settlements                                           (692)     (5,779)
        Lapse of statute of limitations                          -           -
                                                          --------    --------
        Unrecognized tax benefits, ending balance         $  7,531    $  7,450
                                                          ========    ========

</TABLE>

     We  file U.S. federal income tax returns, as well as  income
tax  returns in various states and several foreign jurisdictions.
The  IRS has completed its audits for tax years through 2005, and
all  resulting adjustments as discussed above have been  settled.
The IRS completed its audit of our 2005 federal income tax return
and in 2008, issued a "no change letter" for tax year 2005, under
which  the IRS did not propose any adjustment to the tax  return.
The  years 2006 through 2009 are open for examination by the IRS,
and  various years are open for examination by state and  foreign
tax  authorities.  State and foreign jurisdictional  statutes  of
limitations generally range from three to four years.

(5)  STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS

Equity Plan

     Our  Equity  Plan provides for grants of nonqualified  stock
options,  restricted  stock and stock appreciation  rights.   The
Board of Directors or the Compensation Committee of our Board  of
Directors  determine the terms of each award, including  type  of
award,  recipients, number of shares subject to  each  award  and
vesting  conditions of each award.  Stock option  and  restricted
stock   awards   are  described  below.   No  awards   of   stock
appreciation rights have been issued 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 under  the  Equity
Plan is 2,562,500.  As of December 31, 2009, there were 8,307,657
shares available for granting additional awards.

     We apply the fair value method of accounting for stock-based
compensation  awards granted under our Equity  Plan.  Stock-based
employee  compensation  expense was $1.2 million  in  2009,  $1.5
million  in 2008 and $1.9 million in 2007.  Stock-based  employee
compensation expense is included in salaries, wages and  benefits
within  the Consolidated Statements of Income.  The total  income
tax  benefit recognized in the Consolidated Statements of  Income
for  stock-based  compensation arrangements was $0.5  million  in
2009,  $0.6  million in 2008 and $0.8 million  in  2007.   As  of
December  31,  2009,  the  total unrecognized  compensation  cost
related   to   nonvested  stock-based  compensation  awards   was
approximately $6.5 million and is expected to be recognized  over
a weighted average period of 2.3 years.

     We  do  not  a have a formal policy for issuing shares  upon
exercise of stock options or vesting of restricted stock, so 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 under these regular  repurchase
programs have provided us with sufficient quantities of stock  to
issue  for  stock-based compensation.  Based on current  treasury
stock  levels,  we do not expect to repurchase additional  shares
specifically for stock-based compensation during 2010.

                                50
<PAGE>

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 twenty-four to seventy-two months after the
date of grant.  The options are exercisable over a period not  to
exceed ten years and one day from the date of grant.

     The following table summarizes stock option activity for the
year ended December 31, 2009:

<TABLE>
<CAPTION>

                                                              Weighted      Aggregate
                                    Number of    Weighted      Average      Intrinsic
                                     Options      Average     Remaining       Value
                                       (in       Exercise    Contractual       (in
                                    thousands)   Price ($)   Term (Years)   thousands)
                                    --------------------------------------------------
<S>                                   <C> 	  <C>            <C>         <C>
Outstanding at beginning of period    2,264       $13.74
  Options granted                       144       $19.02
  Options exercised                    (320)      $ 8.05
  Options forfeited                     (17)      $17.77
  Options expired                        (2)      $18.33
                                    -------
Outstanding at end of period          2,069       $14.95         4.52        $10,045
                                    =======
Exercisable at end of period          1,475       $13.82         3.34         $8,826
                                    =======

</TABLE>

     We  granted  144,000  stock options during  the  year  ended
December  31, 2009, did not grant any stock options in  2008  and
granted  329,500 stock options in 2007.  The fair value of  stock
option grants is estimated using a Black-Scholes valuation  model
with the following weighted-average assumptions:

<TABLE>
<CAPTION>

                                          Years Ended December 31,
                                        ----------------------------
                                            2009            2007
                                        ------------    ------------
        <S>                                <C>             <C>
        Risk-free interest rate              2.4%            4.3%
        Expected dividend yield             1.05%           1.16%
        Expected volatility                   37%             34%
        Expected term (in years)             7.5             6.5
        Grant-date fair value              $7.36           $6.44

</TABLE>

     The  risk-free  interest  rate  assumptions  were  based  on
average  five-year  U.S.  Treasury  note  yields.  We  calculated
expected volatility using historical daily price changes  of  our
common stock for the period immediately preceding the grant  date
and  equivalent  in duration to the expected term  of  the  stock
option  grant. The expected term was the average number of  years
we  estimated  these options will be outstanding.  We  considered
groups  of employees having similar historical exercise  behavior
separately for valuation purposes.

     The  total intrinsic value of stock options exercised during
2009 was $3.4 million, $15.8 million in 2008 and $11.0 million in
2007.

Restricted Stock

     Restricted  stock  awards entitle the holder  to  shares  of
common stock when the award vests.  The value of these shares may
fluctuate  according  to  market conditions  and  other  factors.
Restricted  stock awards granted in 2008 vest sixty  months  from
the  grant date of the award. Restricted stock awards granted  in
2009  vest in installments from thirty-six to eighty-four  months
from  the grant date of the award.  The restricted shares do  not
confer  any  voting or dividend rights to recipients  until  such
shares  fully  vest  and  do  not  have  any  post-vesting  sales
restrictions.

                                51
<PAGE>

     The following table summarizes restricted stock activity for
year ended December 31, 2009:

<TABLE>
<CAPTION>

                                           Number of      Weighted
                                          Restricted       Average
                                          Shares (in     Grant Date
                                          thousands)   Fair Value ($)
                                          ----------   --------------
        <S>                                    <C>     <C>
        Nonvested at beginning of period        35     $     22.88
           Shares granted                      237     $     18.10
           Shares vested                         -     $         -
           Shares forfeited                      -     $         -
                                          ----------
        Nonvested at end of period             272     $     18.72
                                          ==========

</TABLE>

     We  granted  236,500 shares of restricted stock  during  the
year  ended December 31, 2009, 35,000 shares of restricted  stock
during  2008  and  did not grant any shares of  restricted  stock
during  2007.  We  estimate the fair value  of  restricted  stock
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:

<TABLE>
<CAPTION>

                                                Years Ended December 31,
                                                ------------------------
                                                   2009          2008
                                                ----------    ----------
        <S>                                          <C>           <C>
        Dividends per share (quarterly amounts)      $0.05         $0.05
        Risk-free interest rate                        2.9%          3.0%

</TABLE>

Employee Stock Purchase Plan

     Employees  that  meet  certain eligibility requirements  may
participate  in  our Employee Stock Purchase Plan (the  "Purchase
Plan").   Eligible participants designate the amount  of  regular
payroll  deductions and/or a single annual payment (each  subject
to  a  yearly maximum amount) that is used to purchase shares  of
our  common  stock  on  the over-the-counter  market.   Effective
January  1,  2010,  we increased the annual contribution  maximum
amount  to  $10,000 from $5,000.  These purchases are subject  to
the terms of the Purchase Plan.  We contribute an amount equal to
15%  of each participant's contributions under the Purchase Plan.
Our  contributions for the Purchase Plan were $131,000 for  2009,
$139,000  for  2008 and $162,000 for 2007.  Interest  accrues  on
Purchase Plan contributions at a rate of 5.25% until the purchase
is  made.   We  pay  the broker's commissions and  administrative
charges  related to purchases of common stock under the  Purchase
Plan.

401(k) Retirement Savings Plan

     We  have an  Employees' 401(k) Retirement Savings Plan  (the
"401(k)  Plan").   Employees are eligible to participate  in  the
401(k)  Plan if they have been continuously employed with  us  or
one  of  our  subsidiaries for six months or more.   We  match  a
portion  of  each  employee's  401(k)  Plan  elective  deferrals.
Beginning  April 1, 2009, we decreased our matching  contribution
by  half.   We may, at our discretion, make an additional  annual
contribution  for employees so that our total annual contribution
for employees could equal up to 2.5% of net income (exclusive  of
extraordinary items). Salaries, wages and benefits expense in the
accompanying  Consolidated  Statements  of  Income  includes  our
401(k) Plan contributions and administrative expenses, which were
a  total of $862,000 for 2009, $1,663,000 for 2008 and $1,364,000
for 2007.

Nonqualified Deferred Compensation Plan

     The  Executive  Nonqualified Excess Plan (the "Excess Plan")
is our nonqualified deferred compensation plan for the benefit of
eligible key managerial employees whose 401(k) Plan contributions
are   limited   because  of  IRS  regulations  affecting   highly

                                52
<PAGE>

compensated  employees.   Under the terms  of  the  Excess  Plan,
participants  may elect to defer compensation on a pre-tax  basis
within annual dollar limits we establish.  At December 31,  2009,
there  were 64 participants in the Excess Plan.  Through December
31, 2008, the annual limit was determined so that a participant's
combined  deferrals in both the Excess Plan and the  401(k)  Plan
approximated the maximum annual deferral amount available to non-
highly  compensated  employees in  the  401(k)  Plan.   Beginning
January  1,  2009,  certain participants were  allowed  to  defer
combined  amounts that exceed the maximum 401(k) deferral  limits
for  non-highly  compensated  employees.   The  maximum  deferral
limits  were  increased as of January 1, 2010, and  beginning  in
2010,  participants  will  be permitted  to  defer  amounts  from
performance-based  compensation.  Although our current  intention
is  not to do so, we may also make matching credits and/or profit
sharing credits to participants' accounts as we so determine each
year.    Each  participant  is  fully  vested  in  all   deferred
compensation and earnings; however, these amounts are subject  to
general  creditor  claims until distributed to  the  participant.
Beginning  January  1,  2010,  the timing  of  distributions  for
participants who separate from service (as described in the plan)
was  increased  from 6 months to 12 months after  the  separation
date. Under current federal tax law, we are not allowed a current
income   tax   deduction   for  the  compensation   deferred   by
participants,  but  we  are  allowed  a  tax  deduction  when   a
distribution  payment is made to a participant  from  the  Excess
Plan.   The accumulated benefit obligation was $1,874,000  as  of
December  31, 2009 and $1,076,000 as of December 31, 2008.   This
accumulated  benefit obligation is included  in  other  long-term
liabilities  in  the Consolidated Balance Sheets.   We  purchased
life  insurance policies to fund the future liability.  The  life
insurance policies had an aggregate market value of $1,734,000 as
of  December  31,  2009 and $1,049,000 as of December  31,  2008.
These policy amounts are included in other non-current assets  in
the Consolidated Balance Sheets.

(6)  COMMITMENTS AND CONTINGENCIES

     We  have  committed  to property and equipment purchases  of
approximately $53.5 million at December 31, 2009.

     We  are  involved  in certain claims and pending  litigation
arising  in  the normal course of business.  Management  believes
the  ultimate  resolution of these matters  will  not  materially
affect our consolidated financial statements.

(7)  RELATED PARTY TRANSACTIONS

     The  Company leases land from a trust in which the Company's
principal  stockholder  is  the sole trustee.   The  annual  rent
payments  under  this lease are $1.00 per year.  The  Company  is
responsible  for  all  real estate taxes  and  maintenance  costs
related  to  the  property, which were $40,000 in  2009  and  are
recorded  as expenses in the Consolidated Statements  of  Income.
The  Company has made leasehold improvements to the land totaling
approximately  $6.2  million  for facilities  used  for  business
meetings and customer promotion.

     The  brother  and  former  sister-in-law  of  the  Company's
principal  stockholder owned an entity with a fleet  of  tractors
that  operates  as  an  owner-operator.  The brother's  ownership
interest  in  this entity ceased during 2009.  The  Company  paid
this  owner-operator $6,142,000 in 2009, $7,601,000 in  2008  and
$7,502,000  in  2007.   The  Company  also  sells  used   revenue
equipment to this entity.  These sales totaled $219,000 in  2009,
$415,000  in  2008 and $622,000 in 2007.  The Company  recognized
gains  of $39,000 in 2009, $103,000 in 2008 and $88,000 in  2007.
From  this entity, the Company also had notes receivable  related
to  the revenue equipment sales totaling (i) $916,000 at December
31,  2009  for 38 such notes and (ii) $1,237,000 at December  31,
2008 for 37 such notes.  This fleet is compensated using the same
owner-operator  pay  package  as the Company's  other  comparable
third-party owner-operators.  The Company believes the  terms  of
the  note  agreements and the tractor sales prices  are  no  less
favorable  to the Company than those that could be obtained  from
unrelated third parties, on an arm's length basis.

     The  brother of the  Company's principal stockholder is  the
sole owner of an entity with a fleet of tractors that operates as
an owner-operator.  The Company paid this owner-operator $918,000
in  2009,  $1,004,000 in 2008 and $425,000 in 2007 for  purchased
transportation  services.  The Company also  sells  used  revenue
equipment to this entity.  These sales totaled $61,000  in  2009,
$111,000  in  2008 and $219,000 in 2007.  The Company  recognized

                                53
<PAGE>

gains  of  $18,000 in 2009, $19,000 in 2008 and $23,000 in  2007.
The  Company  has  no notes receivable related to  these  revenue
equipment sales.  This fleet is compensated using the same owner-
operator  pay package as our other comparable third-party  owner-
operators.  The Company believes the tractor sales prices are  no
less  favorable to the Company than those that could be  obtained
from unrelated third parties, on an arm's length basis.

     The  Company  transacts   business  with   TDR  for  certain
purchased  transportation needs.  The Company  recorded  trucking
revenues  from TDR of approximately $19,000 in 2009, $134,000  in
2008  and  $107,000  in  2007.  The  Company  recorded  purchased
transportation expense to TDR of approximately $284,000 in  2009,
$437,000  in  2008  and  $1,052,000 in 2007.   In  addition,  the
Company   recorded   other  operating  revenues   from   TDR   of
approximately  $2,094,000  in  2009,  $8,048,000  in   2008   and
$7,768,000  in  2007  related  primarily  to  revenue   equipment
leasing.   These  leasing  revenues  include  $301,000  in  2009,
$297,000  in  2008  and $274,000 in 2007 for leasing  a  terminal
building  in  Queretaro,  Mexico.  The Company  also  sells  used
revenue  equipment to this entity.  These sales totaled  $170,000
in  2009,  $1,334,000 in 2008 and $1,145,000  in  2007,  and  the
Company recognized net gains of $51,000 in 2009, $90,000 in 2008,
and  net  losses of $28,000 in 2007.  The Company had receivables
related  to the equipment leases and revenue equipment  sales  of
$5,153,000  at December 31, 2009 and $6,791,000 at  December  31,
2008.   See  Note 3 for information regarding the note receivable
from TDR.

     At  December  31,  2009,  the Company  had  a  5%  ownership
interest  in Transplace, Inc. ("TPC"), a logistics joint  venture
of  five  large transportation companies.  In December 2009,  the
operating  assets  of  TPC  were sold  to  an  unrelated  entity.
Although the Company still maintains an ownership interest in the
TPC  holding  company, the Company no longer  considers  the  TPC
operating entity to be a related party after the sale date.   The
Company  entered into transactions with TPC for certain purchased
transportation  needs.   The Company recorded  operating  revenue
from  TPC of approximately $2,512,000 in 2009, $1,483,000 in 2008
and  $826,000 in 2007.  The Company did not record any  purchased
transportation expense to TPC in 2009, 2008 or 2007.

     The Company believes these transactions are on terms no less
favorable  to the Company than those that could be obtained  from
unrelated third parties on an arm's length basis.

(8)  SEGMENT INFORMATION

     We  have two  reportable segments - Truckload Transportation
Services ("Truckload") and Value Added Services ("VAS").

     The  Truckload segment consists of six operating fleets that
are aggregated because they have similar economic characteristics
and   meet  the  other  aggregation  criteria  described  in  the
accounting  guidance for segment reporting.   The  six  operating
fleets  that  comprise our Truckload segment are as follows:  (i)
dedicated  services  ("Dedicated")  provides  truckload  services
required  by  a  specific customer, generally for a  distribution
center  or  manufacturing facility; (ii) the regional  short-haul
("Regional")  fleet transports a variety of consumer,  nondurable
products  and  other commodities in truckload  quantities  within
five  geographic regions across the United States using  dry  van
trailers;   (iii)  the  medium-to-long-haul  van  ("Van")   fleet
provides comparable truckload van service over irregular  routes;
(iv)  the  expedited ("Expedited") fleet provides  time-sensitive
truckload  services utilizing driver teams; and the  (v)  flatbed
("Flatbed")   and   (vi)  temperature-controlled   ("Temperature-
Controlled") fleets provide truckload services for products  with
specialized trailers.  Revenues for the Truckload segment include
non-trucking revenues of $4.2 million for 2009, $8.6 million  for
2008  and  $10.0  million for 2007.  These non-trucking  revenues
consist  primarily of the portion of shipments  delivered  to  or
from Mexico where we utilize a third-party capacity provider.

     The  VAS segment  generates the majority of our non-trucking
revenues  through four operating units that provide  non-trucking
services to our customers.  These four VAS 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

                                54
<PAGE>

transportation;  and  (iv) Werner Global Logistics  international
("International")   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 related to 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 tables 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.   We  have  no  significant
intersegment sales or expense transactions that would require the
elimination of revenue between our segments in the tables below.

     The  following tables summarize our segment information  (in
thousands):

<TABLE>
<CAPTION>

                                                       Revenues
                                                       --------
                                            2009         2008         2007
                                         ----------   ----------   ----------
     <S>                                 <C>          <C>          <C>
     Truckload Transportation Services   $1,437,527   $1,881,803   $1,795,227
     Value Added Services                   217,942      265,262      258,433
     Other                                    7,995       15,306       15,303
     Corporate                                3,006        3,228        2,224
                                         ----------   ----------   ----------
     Total                               $1,666,470   $2,165,599   $2,071,187
                                         ==========   ==========   ==========

</TABLE>

<TABLE>
<CAPTION>

                                                   Operating Income
                                                   ----------------
                                            2009         2008         2007
                                         ----------   ----------   ----------
     <S>                                 <C>          <C>          <C>
     Truckload Transportation Services   $   84,524   $   95,014   $  121,608
     Value Added Services                    12,350       14,570       12,418
     Other                                     (913)       2,803        3,644
     Corporate                                  730          548       (1,153)
                                         ----------   ----------   ----------
     Total                               $   96,691   $  112,935   $  136,517
                                         ==========   ==========   ==========

</TABLE>

     Information about the geographic areas in which  we  conduct
business  is summarized below (in thousands).  Operating revenues
for foreign countries include revenues for (i) shipments with  an
origin  or  destination in that country and (ii)  other  services
provided in that country.  If both the origin and destination are
in  a foreign country, the revenues are attributed to the country
of origin.

<TABLE>
<CAPTION>

                                                       Revenues
                                                       --------
                                            2009         2008         2007
                                         ----------   ----------   ----------
     <S>                                 <C>          <C>          <C>
     United States                       $1,509,560   $1,951,222   $1,855,686
                                         ----------   ----------   ----------

     Foreign countries
       Mexico                                84,441      142,860      160,988
       Other                                 72,469       71,517       54,513
                                         ----------   ----------   ----------
         Total foreign countries            156,910      214,377      215,501
                                         ----------   ----------   ----------
     Total                               $1,666,470   $2,165,599   $2,071,187
                                         ==========   ==========   ==========

</TABLE>

<TABLE>
<CAPTION>

                                                   Long-lived Assets
                                                   -----------------
                                            2009         2008         2007
                                         ----------   ----------   ----------
     <S>                                 <C>          <C>          <C>
     United States                       $  853,802   $  903,506   $  935,883
                                         ----------   ----------   ----------

     Foreign countries
       Mexico                                17,871       22,853       35,776
       Other                                    229          280          282
                                         ----------   ----------   ----------
         Total foreign countries             18,100       23,133       36,058
                                         ----------   ----------   ----------
     Total                               $  871,902   $  926,639   $  971,941
                                         ==========   ==========   ==========

</TABLE>

                                55
<PAGE>

     We  generate  substantially all of our revenues  within  the
United  States or from North American shipments with  origins  or
destinations  in the United States.  No customer  generated  more
than 10% of our total revenues for 2009, 2008 and 2007.

(9)  SUBSEQUENT EVENTS

     We  performed  an  evaluation of Company activity  and  have
concluded  that  as of the date these financial  statements  were
issued  there  are  no  material   subsequent  events   requiring
additional  disclosure  or   recognition   in   these   financial
statements.

(10)  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

(In thousands, except per share amounts)

<TABLE>
<CAPTION>

                           First Quarter   Second Quarter   Third Quarter   Fourth Quarter
                           ---------------------------------------------------------------
<S>                          <C>             <C>              <C>             <C>
2009:
Operating revenues           $ 394,508       $ 403,051        $ 429,273       $ 439,638
Operating income                11,256          22,010           32,805          30,620
Net income                       6,896          12,692           18,992          18,004
Basic earnings per share           .10             .18              .26             .25
Diluted earnings per share         .10             .18              .26             .25

</TABLE>

<TABLE>
<CAPTION>

                           First Quarter   Second Quarter   Third Quarter   Fourth Quarter
                           ---------------------------------------------------------------
<S>                          <C>             <C>              <C>             <C>
2008:
Operating revenues           $ 512,787       $ 578,181        $ 584,057       $ 490,574
Operating income                13,418          30,868           38,022          30,627
Net income                       8,375          18,112           22,446          18,647
Basic earnings per share           .12             .26              .32             .26
Diluted earnings per share         .12             .25              .31             .26

</TABLE>

ITEM 9.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS   ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

     No  disclosure under this item was required within  the  two
most  recent  fiscal  years  ended  December  31,  2009,  or  any
subsequent   period,  involving  a  change  of   accountants   or
disagreements on accounting and financial disclosure.

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 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.

     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

                                56
<PAGE>

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.

Management's Report on Internal Control over Financial Reporting

     Management  is responsible  for establishing and maintaining
adequate internal control over our financial reporting.  Internal
control over financial reporting is a process designed to provide
reasonable  assurance to our management and  Board  of  Directors
regarding  the  reliability  of  financial  reporting   and   the
preparation  of  financial statements for  external  purposes  in
accordance  with  U.S. generally accepted accounting  principles.
Internal   control   over   financial  reporting   includes   (i)
maintaining  records  that in reasonable  detail  accurately  and
fairly   reflect  our  transactions;  (ii)  providing  reasonable
assurance  that  transactions  are  recorded  as  necessary   for
preparation   of   our  financial  statements;  (iii)   providing
reasonable  assurance that receipts and expenditures  of  company
assets are made in accordance with management authorization;  and
(iv)    providing   reasonable   assurance   that    unauthorized
acquisition, use or disposition of company assets that could have
a  material effect on our financial statements would be prevented
or detected on a timely basis.

     Because  of its inherent limitations, internal control  over
financial  reporting  may  not prevent or  detect  misstatements.
Also,  projections of any evaluation of effectiveness  to  future
periods  are  subject  to  the  risk  that  controls  may  become
inadequate  because (i) changes in conditions may occur  or  (ii)
the  degree  of  compliance with the policies or  procedures  may
deteriorate.

     Management  assessed  the   effectiveness  of  our  internal
control  over financial reporting as of December 31, 2009.   This
assessment  is  based  on  the criteria  for  effective  internal
control  described  in  Internal Control -  Integrated  Framework
issued  by  the  Committee  of Sponsoring  Organizations  of  the
Treadway   Commission.   Based  on  its  assessment,   management
concluded that our internal control over financial reporting  was
effective as of December 31, 2009.

     Management  has engaged  KPMG LLP ("KPMG"), the  independent
registered  public accounting firm that audited the  consolidated
financial statements included in this Form 10-K, to attest to and
report  on  the  effectiveness  of  our  internal  control   over
financial reporting.  KPMG's report is included herein.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Werner Enterprises, Inc.:

     We  have audited Werner Enterprises, Inc.'s internal control
over  financial  reporting  as of December  31,  2009,  based  on
criteria  established  in  Internal Control-Integrated  Framework
issued  by  the  Committee  of Sponsoring  Organizations  of  the
Treadway   Commission   (COSO).    Werner   Enterprises,   Inc.'s
management  is  responsible  for maintaining  effective  internal
control  over financial reporting and for its assessment  of  the
effectiveness  of  internal  control  over  financial  reporting,
included  in  the  accompanying Management's Report  on  Internal
Control  over  Financial  Reporting.  Our  responsibility  is  to
express  an  opinion  on  the  Company's  internal  control  over
financial reporting based on our audit.

     We  conducted our audit in accordance with the standards  of
the  Public  Company Accounting Oversight Board (United  States).
Those  standards require that we plan and perform  the  audit  to
obtain  reasonable  assurance about  whether  effective  internal
control  over financial reporting was maintained in all  material
respects.   Our  audit  included obtaining  an  understanding  of
internal  control  over financial reporting, assessing  the  risk
that  a material weakness exists, and testing and evaluating  the

                                57
<PAGE>

design  and operating effectiveness of internal control based  on
the assessed risk.  Our audit also included performing such other
procedures  as we considered necessary in the circumstances.   We
believe  that  our  audit  provides a reasonable  basis  for  our
opinion.

     A  company's internal control over financial reporting is  a
process  designed to provide reasonable assurance  regarding  the
reliability  of  financial  reporting  and  the  preparation   of
financial  statements for external purposes  in  accordance  with
generally  accepted accounting principles.  A company's  internal
control  over  financial reporting includes  those  policies  and
procedures  that (1) pertain to the maintenance of records  that,
in   reasonable  detail,  accurately  and  fairly   reflect   the
transactions  and dispositions of the assets of the company;  (2)
provide  reasonable assurance that transactions are  recorded  as
necessary  to  permit  preparation  of  financial  statements  in
accordance  with  generally accepted accounting  principles,  and
that receipts and expenditures of the company are being made only
in  accordance with authorizations of management and directors of
the  company;  and  (3)  provide reasonable  assurance  regarding
prevention or timely detection of unauthorized acquisition,  use,
or disposition of the company's assets that could have a material
effect on the financial statements.

     Because  of its inherent limitations, internal control  over
financial  reporting  may  not prevent or  detect  misstatements.
Also,  projections of any evaluation of effectiveness  to  future
periods  are  subject  to  the  risk  that  controls  may  become
inadequate  because of changes in conditions, or that the  degree
of compliance with the policies or procedures may deteriorate.

     In  our opinion, Werner Enterprises, Inc. maintained, in all
material  respects,  effective internal  control  over  financial
reporting  as of December 31, 2009 based on criteria  established
in Internal Control - Integrated Framework issued by COSO.

     We  also  have audited, in accordance with the standards  of
the  Public  Company Accounting Oversight Board (United  States),
the  consolidated balance sheets of Werner Enterprises, Inc.  and
subsidiaries  as of December 31, 2009 and 2008, and  the  related
consolidated  statements  of  income,  stockholders'  equity  and
comprehensive income, and cash flows for each of the years in the
three-year  period ended December 31, 2009, and our report  dated
February  26,  2010, expressed an unqualified  opinion  on  those
consolidated financial statements.

                              KPMG LLP
Omaha, Nebraska
February 26, 2010

Changes in Internal Control over Financial Reporting

     Management, under the supervision and with the participation
of  our  Chief  Executive  Officer and Chief  Financial  Officer,
concluded  that no changes in our internal control over financial
reporting  occurred during the quarter ended  December  31,  2009
that  have  materially  affected, or  are  reasonably  likely  to
materially affect, our internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION

     During  fourth quarter 2009, no information was required  to
be disclosed in a report on Form 8-K, but not reported.

                            PART III

     Certain  information  required by Part III is  omitted  from
this  Form 10-K because we will file a definitive proxy statement
pursuant to Regulation 14A (the "Proxy Statement") not later than
120 days after the  end of the  fiscal year covered  by this Form

                                58
<PAGE>

10-K, and certain information included  therein  is  incorporated
herein  by reference.  Only those sections of the Proxy Statement
which  specifically  address  the  items  set  forth  herein  are
incorporated by reference.

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

     The information required by this Item, with the exception of
the  Code  of  Corporate Conduct discussed below, is incorporated
herein by reference to our Proxy Statement.

Code of Corporate Conduct

     We  adopted our Code of Corporate Conduct, which is our code
of  ethics,  that  applies  to our principal  executive  officer,
principal     financial     officer,     principal     accounting
officer/controller   and  all  other  officers,   employees   and
directors.  The  Code of Corporate Conduct is  available  on  our
website, www.werner.com under the "Investor Information" tab.  We
will  post  on our website any amendment to, or waiver from,  any
provision  of our Code of Corporate Conduct that applies  to  our
Chief  Executive Officer, Chief Financial Officer  or  Controller
(if any) within four business days of any such event.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this Item is incorporated herein
by reference to our Proxy Statement.

ITEM 12.  SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT AND RELATED STOCKHOLDER MATTERS

     The information required by this Item, with the exception of
the  equity  compensation plan information  presented  below,  is
incorporated herein by reference to our Proxy Statement.

Equity Compensation Plan Information

     The  following  table summarizes, as of December  31,  2009,
information  about  compensation plans  under  which  our  equity
securities are authorized for issuance:

<TABLE>
<CAPTION>

                                                                                 Number of Securities
                                                                                Remaining Available for
                                                                                 Future Issuance under
                       Number of Securities to         Weighted-Average           Equity Compensation
                       be Issued upon Exercise         Exercise Price of           Plans (Excluding
                       of Outstanding Options,       Outstanding Options,       Securities Reflected in
                         Warrants and Rights          Warrants and Rights             Column (a))
  Plan Category                  (a)                          (b)                         (c)
  -------------        -----------------------       --------------------       -----------------------
  <S>                       <C>                            <C>                         <C>
  Equity compensation
    plans approved by
    stockholders            2,340,683 (1)                  $14.95 (2)                  8,307,657

</TABLE>

(1)  Includes  271,500  shares  to  be  issued  upon  vesting  of
outstanding restricted stock awards.
(2)  The  weighted-average  exercise price  does  not  take  into
account  the  shares  to  be issued upon vesting  of  outstanding
restricted stock awards, which have no exercise price.

     We  do  not have any equity compensation plans that were not
approved by stockholders.

ITEM 13.  CERTAIN  RELATIONSHIPS  AND RELATED  TRANSACTIONS,  AND
          DIRECTOR INDEPENDENCE

     The information required by this Item is incorporated herein
by reference to our Proxy Statement.

                                59
<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

     The information required by this Item is incorporated herein
by reference to our Proxy Statement.

                             PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  Financial Statements and Schedules.

     (1)  Financial Statements:  See Part II, Item 8 hereof.
                                                                     Page
                                                                     ----
          Report of Independent Registered Public Accounting Firm     37
          Consolidated Statements of Income                           38
          Consolidated Balance Sheets                                 39
          Consolidated Statements of Cash Flows                       40
          Consolidated Statements of Stockholders' Equity and
            Comprehensive Income                                      41
          Notes to Consolidated Financial Statements                  42

     (2)  Financial   Statement   Schedules:   The   consolidated
financial  statement  schedule  set  forth  under  the  following
caption  is  included  herein.  The  page  reference  is  to  the
consecutively numbered pages of this report on Form 10-K.

                                                                     Page
                                                                     ----
          Schedule II - Valuation and Qualifying Accounts             62

          Schedules  not listed  above have been omitted  because
they  are  not applicable or are not required or the  information
required  to be set forth therein is included in the Consolidated
Financial Statements or Notes thereto.

     (3)  Exhibits:  The  response to this portion of Item 15  is
submitted  as  a separate section of this Form 10-K (see  Exhibit
Index on page 63).

                                60
<PAGE>

SIGNATURES

     Pursuant  to the requirements of Section 13 or 15(d) 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, on the 26th day of February, 2010.
                                   WERNER ENTERPRISES, INC.

                              By:   /s/ Gregory L. Werner
                                    -----------------------------
                                    Gregory L. Werner
                                    President and Chief
                                    Executive Officer

     Pursuant  to the requirements of the Securities Exchange Act
of  1934,  this  report has been signed below  by  the  following
persons on behalf of the registrant and in the capacities and  on
the dates indicated.

<TABLE>
<CAPTION>

     Signature                              Position                            Date
     ---------                              --------                            ----

<S>                         <C>                                           <C>
/s/ Clarence L. Werner      Chairman and Director                         February 26, 2010
------------------------
Clarence L. Werner

/s/ Gary L. Werner          Vice Chairman and                             February 26, 2010
------------------------    Director
Gary L. Werner

/s/ Gregory L. Werner       President, Chief Executive Officer            February 26, 2010
------------------------    and Director (Principal Executive Officer)
Gregory  L. Werner

/s/ Gerald H. Timmerman     Director                                      February 26, 2010
------------------------
Gerald H. Timmerman

/s/ Michael L. Steinbach    Director                                      February 26, 2010
------------------------
Michael L. Steinbach

/s/ Kenneth M. Bird         Director                                      February 26, 2010
------------------------
Kenneth M. Bird

/s/ Patrick J. Jung         Director                                      February 26, 2010
------------------------
Patrick J. Jung

/s/ Duane K. Sather         Director                                      February 26, 2010
------------------------
Duane K. Sather

/s/ John J. Steele          Executive Vice President,                     February 26, 2010
------------------------    Treasurer and Chief Financial
John J. Steele              Officer (Principal Financial Officer)

/s/ James L. Johnson        Senior Vice President, Controller             February 26, 2010
------------------------    and Corporate Secretary (Principal
James L. Johnson            Accounting Officer)

</TABLE>

                                61
<PAGE>

                           SCHEDULE II

                    WERNER ENTERPRISES, INC.


                VALUATION AND QUALIFYING ACCOUNTS
                         (In thousands)

<TABLE>
<CAPTION>
                                    Balance at    Charged to    Write-off    Balance at
                                   Beginning of   Costs and    of Doubtful     End of
                                      Period       Expenses      Accounts      Period
                                   ------------   ----------   -----------   ----------
  <S>                                <C>             <C>         <C>          <C>
  Year ended December 31, 2009:
  Allowance for doubtful accounts    $ 9,555         $899        $ 1,287      $ 9,167
                                     =======         ====        =======      =======

  Year ended December 31, 2008:
  Allowance for doubtful accounts    $ 9,765         $864        $ 1,074      $ 9,555
                                     =======         ====        =======      =======

  Year ended December 31, 2007:
  Allowance for doubtful accounts    $ 9,417         $552        $   204      $ 9,765
                                     =======         ====        =======      =======

</TABLE>

See report of independent registered public accounting firm.

                                62
<PAGE>

                          EXHIBIT INDEX

<TABLE>
<CAPTION>

  Exhibit
  Number               Description                      Page Number or Incorporated by Reference to
  -------              -----------                      -------------------------------------------
  <S>     <C>                                        <C>
  3(i)    Restated Articles of Incorporation         Exhibit 3(i) to the Company's Quarterly Report on
                                                     Form 10-Q for the quarter ended June 30, 2007

  3(ii)   Revised and Restated By-Laws               Exhibit 3(ii) to the Company's Quarterly Report on
                                                     Form 10-Q for the quarter ended June 30, 2007

  10.1    Werner Enterprises, Inc. Equity Plan       Exhibit 99.1 to the Company's Current Report on
                                                     Form 8-K dated May 8, 2007

  10.2    Non-Employee Director Compensation         Exhibit 10.1 to the Company's Quarterly Report on
                                                     Form 10-Q for the quarter ended September 30,
                                                     2007

  10.3    The Executive Nonqualified Excess Plan     Exhibit 10.1 to the Company's Quarterly Report
          of Werner Enterprises, Inc., as amended    on Form 10-Q for the quarter ended September 30,
                                                     2009

  10.4    Named Executive Officer Compensation       Filed herewith

  10.5    Lease Agreement, as amended February 8,    Exhibit 10.5 to the Company's Annual Report on
          2007, between the Company and Clarence     Form 10-K for the year ended December 31, 2006
          L. Werner, Trustee of the Clarence L.
          Werner Revocable Trust

  10.6    License Agreement, dated February 8,       Exhibit 10.6 to the Company's Annual Report on
          2007 between the Company and Clarence      Form 10-K for the year ended December 31, 2006
          L. Werner, Trustee of the Clarence L.
          Werner Revocable Trust

  10.7    Form of Notice of Grant of Nonqualified    Exhibit 10.1 to the Company's Current Report on
          Stock Option                               Form 8-K dated November 29, 2007

  10.8    Form of Restricted Stock Award             Exhibit 10.1 to the Company's Current Report on
          Agreement for recipients under the Werner  Form 8-K dated December 1, 2009
          Enterprises, Inc. Equity Plan

  11      Statement Re: Computation of Per Share     See Note 1 (Common Stock and Earnings Per
          Earnings                                   Share) in the Notes to Consolidated Financial
                                                     Statements under Item 8

  21      Subsidiaries of the Registrant             Filed herewith

  23.1    Consent of KPMG LLP                        Filed herewith

  31.1    Rule 13a-14(a)/15d-14(a) Certification     Filed herewith

  31.2    Rule 13a-14(a)/15d-14(a) Certification     Filed herewith

  32.1    Section 1350 Certification                 Filed herewith

  32.2    Section 1350 Certification                 Filed herewith

</TABLE>

                                63