Werner Enterprises (WERN) 10-Q 9 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 02, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	0-14690
Entity Registrant Name	WERNER ENTERPRISES, INC.
Entity Incorporation, State or Country Code	NE
Entity Tax Identification Number	47-0648386
Entity Address, Address Line One	14507 Frontier Road
Entity Address, Address Line Two	Post Office Box 45308
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68145-0308
City Area Code	402
Local Phone Number	895-6640
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	WERN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		63,412,833
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0000793074
Current Fiscal Year End Date	--12-31

CONSOLIDATED STATEMENTS OF INCO

CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Operating revenues	$ 769,080	$ 832,714
Operating expenses:
Salaries, wages and benefits	265,403	268,315
Fuel	77,622	91,414
Supplies and maintenance	61,775	68,225
Taxes and licenses	25,164	25,425
Insurance and claims	36,362	36,485
Depreciation and amortization	74,270	74,313
Rent and purchased transportation	203,925	220,224
Communications and utilities	4,706	4,733
Other	4,265	(9,806)
Total operating expenses	753,492	779,328
Operating income	15,588	53,386
Other expense (income):
Interest expense	7,948	7,916
Interest income	(1,685)	(1,552)
Loss on investments in equity securities	138	81
Loss from equity method investment	133	0
Other	(261)	7
Total other expense, net	6,273	6,452
Income before income taxes	9,315	46,934
Income tax expense	3,067	11,400
Net income	6,248	35,534
Net loss (income) attributable to noncontrolling interest	64	(310)
Net income attributable to Werner	$ 6,312	$ 35,224
Earnings per share:
Basic (in dollars per share)	$ 0.10	$ 0.56
Diluted (in dollars per share)	$ 0.10	$ 0.55
Weighted-average common shares outstanding:
Basic (in shares)	63,472	63,306
Diluted (in shares)	63,727	63,695

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net income	$ 6,248	$ 35,534
Other comprehensive income (loss):
Foreign currency translation adjustments	502	3,001
Change in fair value of interest rate swaps, net of tax	116	(973)
Other comprehensive income, net	618	2,028
Comprehensive income	6,866	37,562
Comprehensive loss (income) attributable to noncontrolling interest	64	(310)
Comprehensive income attributable to Werner	$ 6,930	$ 37,252

CONSOLIDATED CONDENSED BALANCE

CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 60,337	$ 61,723
Accounts receivable, trade, less allowance of $9,101 and $9,337, respectively	417,463	444,944
Other receivables	25,031	25,479
Inventories and supplies	17,173	18,077
Prepaid taxes, licenses and permits	12,803	16,505
Other current assets	64,509	67,900
Total current assets	597,316	634,628
Property and equipment, at cost	2,914,041	2,951,654
Less – accumulated depreciation	982,759	978,698
Property and equipment, net	1,931,282	1,972,956
Goodwill	129,104	129,104
Intangible assets, net	83,959	86,477
Other non-current assets	337,169	334,771
Total assets	3,078,830	3,157,936
Current liabilities:
Accounts payable	136,242	135,990
Current portion of long-term debt	1,250	2,500
Insurance and claims accruals	81,537	81,794
Accrued payroll	48,318	50,549
Accrued expenses	22,202	30,282
Other current liabilities	24,503	29,470
Total current liabilities	314,052	330,585
Long-term debt, net of current portion	596,250	646,250
Other long-term liabilities	53,371	54,275
Insurance and claims accruals, net of current portion	235,685	239,700
Deferred income taxes	322,925	320,180
Total liabilities	1,522,283	1,590,990
Commitments and contingencies
Temporary equity - redeemable noncontrolling interest	38,543	38,607
Stockholders’ equity:
Common stock, $0.01 par value, 200,000,000 shares authorized; 80,533,536 shares issued; 63,412,833 and 63,444,681 shares outstanding, respectively	805	805
Paid-in capital	132,722	134,894
Retained earnings	1,950,819	1,953,385
Accumulated other comprehensive loss	(9,066)	(9,684)
Treasury stock, at cost; 17,120,703 and 17,088,855 shares, respectively	(557,276)	(551,061)
Total stockholders’ equity	1,518,004	1,528,339
Total liabilities, temporary equity and stockholders’ equity	$ 3,078,830	$ 3,157,936

CONSOLIDATED CONDENSED BALANC_2

CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Allowance for doubtful trade accounts receivable	$ 9,101	$ 9,337
Stockholders’ equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	80,533,536	80,533,536
Common stock, shares outstanding (in shares)	63,412,833	63,444,681
Treasury stock, shares (in shares)	17,120,703	17,088,855

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net income	$ 6,248	$ 35,534
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	74,270	74,313
Deferred income taxes	2,828	(111)
Gain on disposal of property and equipment	(3,568)	(18,339)
Non-cash equity compensation	2,250	3,403
Insurance and claims accruals, net of current portion	(4,015)	954
Loss on investments in equity securities	138	81
Loss from equity method investment	133	0
Other	(3,141)	(417)
Changes in certain working capital items:
Accounts receivable, net	27,481	57,866
Other current assets	7,139	17,336
Accounts payable	(5,274)	6,484
Other current liabilities	(15,904)	(10,257)
Net cash provided by operating activities	88,585	166,847
Cash flows from investing activities:
Additions to property and equipment	(58,235)	(161,764)
Proceeds from sales of property and equipment	39,200	59,021
Net cash invested in acquisition	0	(188)
Investment in equity securities	(11)	0
Payment to acquire equity method investment	(1,060)	(2,125)
Purchase of promissory note	0	(25,000)
Decrease in notes receivable	696	826
Net cash used in investing activities	(19,410)	(129,230)
Cash flows from financing activities:
Repayments of short-term debt	(21,250)	(2,500)
Proceeds from issuance of short-term debt	20,000	0
Repayments of long-term debt	(50,000)	0
Dividends on common stock	(8,882)	(8,220)
Repurchases of common stock	(6,550)	0
Tax withholding related to net share settlements of restricted stock awards	(4,087)	(5,514)
Net cash used in financing activities	(70,769)	(16,234)
Effect of exchange rate fluctuations on cash	208	968
Net increase (decrease) in cash and cash equivalents	(1,386)	22,351
Cash and cash equivalents, beginning of period	61,723	107,240
Cash and cash equivalents, end of period	60,337	129,591
Supplemental disclosures of cash flow information:
Interest paid	9,328	8,244
Income taxes paid	1,165	219
Supplemental schedule of non-cash investing and financing activities:
Notes receivable issued upon sale of property and equipment	402	756
Change in fair value of interest rate swaps	116	(973)
Property and equipment acquired included in accounts payable	19,765	4,008
Property and equipment disposed included in other receivables	0	110
Dividends accrued but not yet paid at end of period	8,878	8,239
Contingent consideration associated with acquisitions	$ 0	$ (800)

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST - USD ($) $ in Thousands	Total	Common Stock	Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock
Beginning balance at Dec. 31, 2022	$ 1,443,635	$ 805	$ 129,837	$ 1,875,873	$ (11,292)	$ (551,588)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income attributable to Werner	35,224			35,224
Net (loss) income attributable to noncontrolling interest	0
Other comprehensive (loss) income	2,028				2,028
Dividends on common stock	(8,239)			(8,239)
Equity compensation activity	(5,514)		(5,190)	0	0	(324)
Non-cash equity compensation expense	3,403		3,403
Ending balance at Mar. 31, 2023	1,470,537	805	128,050	1,902,858	(9,264)	(551,912)
Beginning balance at Dec. 31, 2022	38,699
Increase (Decrease) in Temporary Equity [Roll Forward]
Net (loss) income attributable to noncontrolling interest	310
Ending balance at Mar. 31, 2023	39,009
Beginning balance at Dec. 31, 2023	1,528,339	805	134,894	1,953,385	(9,684)	(551,061)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income attributable to Werner	6,312			6,312
Net (loss) income attributable to noncontrolling interest	0
Other comprehensive (loss) income	618				618
Purchases of $167,818 shares of common stock	(6,550)					(6,550)
Dividends on common stock	(8,878)			(8,878)
Equity compensation activity	(4,087)		(4,422)			335
Non-cash equity compensation expense	2,250		2,250
Ending balance at Mar. 31, 2024	1,518,004	$ 805	$ 132,722	$ 1,950,819	$ (9,066)	$ (557,276)
Beginning balance at Dec. 31, 2023	38,607
Increase (Decrease) in Temporary Equity [Roll Forward]
Net (loss) income attributable to noncontrolling interest	(64)
Ending balance at Mar. 31, 2024	$ 38,543

CONSOLIDATED STATEMENTS OF ST_2

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]
Purchase of common stock (in shares)	167,818
Dividends declared (in dollars per share)	$ 0.14	$ 0.13
Equity compensation activity (in shares)	135,970	153,931

Basis of Presentation and Recen

Basis of Presentation and Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Recent Accounting Pronouncements	Basis of Presentation and Recent Accounting Pronouncements Basis of Presentation The accompanying unaudited interim consolidated financial statements include the accounts of Werner Enterprises, Inc. and its subsidiaries (collectively, the “Company” or “Werner”). Redeemable noncontrolling interest on the consolidated condensed balance sheets represents the portion of a consolidated entity in which we do not have a direct equity ownership. In these notes, the terms “we,” “us,” or “our” refer to Werner Enterprises, Inc. and its subsidiaries. All significant intercompany accounts and transactions relating to these entities have been eliminated. These consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and, in the opinion of management, reflect all adjustments, which are all of normal recurring nature, necessary to present fairly the financial condition, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles (“GAAP”). These consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements; although in management’s opinion, the disclosures are adequate so that the information presented is not misleading. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. In the opinion of management, the information set forth in the accompanying consolidated condensed balance sheets is fairly stated in all material respects in relation to the consolidated balance sheets from which it has been derived. These consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and accompanying notes contained in our 2023 Form 10-K. Recently Issued Accounting Pronouncements, Not Yet Effective: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , with the objective of improving financial reporting, primarily through enhanced disclosures about significant segment expenses. The provisions of this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, using a retrospective approach. We are evaluating the impact of adopting ASU 2023-07, and we expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition. In December 2023, FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures , with the objective of enhancing the transparency and decision usefulness of income tax information through income tax disclosure improvements, primarily related to the rate reconciliation and income taxes paid information. The provisions of this update are effective for annual periods beginning after December 15, 2024, using a prospective approach. Retrospective application is permitted. We are evaluating the impact of adopting ASU 2023-09, and we expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition.

Revenue

Revenue	3 Months Ended
	Mar. 31, 2024
Revenue from Contract with Customer [Abstract]
Revenue	Revenue Revenue Recognition Revenues are recognized over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The following table presents our revenues disaggregated by revenue source (in thousands): Three Months Ended 2024 2023 Truckload Transportation Services $ 551,126 $ 588,330 Werner Logistics 202,482 228,669 Inter-segment eliminations (4,071) (5,261) Transportation services 749,537 811,738 Other revenues 19,543 20,976 Total revenues $ 769,080 $ 832,714 The following table presents our revenues disaggregated by geographic areas in which we conduct business (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. Three Months Ended 2024 2023 United States $ 721,861 $ 782,293 Mexico 39,119 41,813 Other 8,100 8,608 Total revenues $ 769,080 $ 832,714 Contract Balances and Accounts Receivable A receivable is an unconditional right to consideration and is recognized when shipments have been completed and the related performance obligation has been fully satisfied. At March 31, 2024 and December 31, 2023, the accounts receivable, trade, net, balance was $417.5 million and $444.9 million, respectively. Contract assets represent a conditional right to consideration in exchange for goods or services and are transferred to receivables when the rights become unconditional. At March 31, 2024 and December 31, 2023, the balance of contract assets was $8.6 million and $7.4 million, respectively. We have recognized contract assets within the other current assets financial statement caption on the consolidated condensed balance sheets. These contract assets are considered current assets as they will be settled in less than 12 months. Contract liabilities represent advance consideration received from customers and are recognized as revenues over time as the related performance obligation is satisfied. A t March 31, 2024 and December 31, 2023, t he balance o f contract liabilities was $1.1 million and $0.9 million, respectively. The amount of revenues recognized in the three months ended March 31, 2024 that was included in the December 31, 2023 contract liability balance was $0.9 million. We have recognized contract liabilities within the accounts payable and other current liabilities financial statement captions on the consolidated condensed balance sheets. These contract liabilities are considered current liabilities as they will be settled in less than 12 months. Performance Obligations We have elected to apply the practical expedient in Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts With Customers , to not disclose the value of remaining performance obligations for contracts with an original expected length of one year or less. Remaining performance obligations represent the transaction price allocated to future reporting periods for freight shipments started but not completed at the reporting date that we expect to recognize as revenue in the period subsequent to the reporting date; transit times generally average approximately 3 days. During the three months ended March 31, 2024 and 2023, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired in business combinations. There were no changes in the carrying amount of goodwill by segment for the three months ended March 31, 2024. The following table presents acquired intangible assets (in thousands): March 31, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 80,200 $ (15,994) $ 64,206 $ 80,200 $ (13,989) $ 66,211 Trade names 24,600 (4,847) 19,753 24,600 (4,334) 20,266 Total intangible assets $ 104,800 $ (20,841) $ 83,959 $ 104,800 $ (18,323) $ 86,477

Leases

Leases	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Leases	Leases We have entered into operating leases primarily for real estate. The leases have terms which range from 1 year to 18 years, and some include options to renew. Renewal terms are included in the lease term when it is reasonably certain that we will exercise the option to renew. Operating leases are included in other non-current assets, other current liabilities and other long-term liabilities on the consolidated condensed balance sheets. These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using our incremental borrowing rate because the rate implicit in each lease is not readily determinable. We have certain contracts for real estate that may contain lease and non-lease components which we have elected to treat as a single lease component. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Lease expense is reported in rent and purchased transportation on the consolidated statements of income. The following table presents balance sheet and other operating lease information (dollars in thousands): March 31, 2024 December 31, 2023 Right-of-use assets (recorded in other non-current assets) $ 34,339 $ 34,814 Current lease liabilities (recorded in other current liabilities) $ 8,937 $ 9,017 Long-term lease liabilities (recorded in other long-term liabilities) 27,112 27,495 Total operating lease liabilities $ 36,049 $ 36,512 Weighted-average remaining lease term for operating leases 6.06 years 6.15 years Weighted-average discount rate for operating leases 3.8 % 3.6 % The following table presents the maturities of operating lease liabilities as of March 31, 2024 (in thousands): 2024 (remaining) $ 7,766 2025 8,768 2026 6,955 2027 4,852 2028 3,591 Thereafter 7,982 Total undiscounted operating lease payments $ 39,914 Less: Imputed interest (3,865) Present value of operating lease liabilities $ 36,049 Cash Flows During the three months ended March 31, 2024 and 2023, right-of-use assets of $1.9 million and $1.5 million, respectively, were recognized as non-cash asset additions that resulted from new operating lease liabilities. Cash paid for amounts included in the present value of operating lease liabilities was $2.7 million and $2.9 million for the three months ended March 31, 2024 and 2023, respectively, and are included in operating cash flows. Operating Lease Expense Operating lease expense was $4.4 million and $6.2 million for the three months ended March 31, 2024 and 2023, respectively. This expense included $2.7 million and $3.0 million for long-term operating leases for the three months ended March 31, 2024 and 2023, with the remainder for variable and short-term lease expense . Lessor Operating Leases We are the lessor of tractors and trailers under operating leases with initial terms of 3 to 8 years. We recognize revenue for such leases on a straight-line basis over the term of the lease. Revenues The following table presents information about the maturities of these operating leases as of March 31, 2024 (in thousands): 2024 (remaining) $ 5,362 2025 1,664 2026 342 2027 86 2028 — Thereafter — Total $ 7,454

Fair Value

Fair Value	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value	Fair Value Fair Value Measurement — Definition and Hierarchy ASC 820-10, Fair Value Measurement , defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the Company. Unobservable inputs reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Such inputs include quoted prices in markets that are not active, quoted prices for similar assets and liabilities in active and inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — Unobservable inputs for the asset or liability, where there is little, if any, observable market activity or data for the asset or liability. In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology applies to our Level 1 assets and liabilities. If quoted prices in active markets for identical assets and liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable, either directly or indirectly. This pricing methodology would apply to Level 2 assets and liabilities. The following table presents the fair value hierarchy for our assets and liabilities measured at fair value on a recurring basis (in thousands): Level in Fair Value March 31, 2024 December 31, 2023 Assets: Other non-current assets: Equity securities (1) 1 $ 172 $ 310 Liabilities: Other long-term liabilities: Contingent consideration associated with acquisition 3 $ 8,998 $ 8,896 (1) Represents our investment in an autonomous technology company. For additional information regarding the valuation of this equity security, see Note 6 – Investments. The following table presents changes in the fair value of our contingent earnout liabilities (in thousands): Three Months Ended 2024 2023 Balance at beginning of period $ 8,896 $ 13,400 Measurement period adjustment associated with the acquisition of ReedTMS Logistics (1) — (800) Change in fair value 102 277 Balance at end of period $ 8,998 $ 12,877 (1) The measurement period adjustment was recorded in goodwill on the consolidated condensed balance sheet. The estimated fair values of our contingent consideration arrangements are based upon probability-adjusted inputs for each acquired entity. Additionally, as the liability is stated at present value, the passage of time alone will increase the estimated fair value of the liability each reporting period. Change in fair value is recorded in other operating expenses on the consolidated statements of income. We have ownership interests in investments, primarily Mastery Logistics Systems, Inc. (“MLSI”), which do not have readily determinable fair values and are accounted for using the measurement alternative in ASC 321, Investments - Equity Securities . Our ownership interest in Autotech Fund III, L.P. (“Autotech Fund III”) is accounted for under ASC 323, “ Investments - Equity Method and Joint Ventures .” For additional information regarding the valuation of these investments, see Note 6 – Investments. Fair Value of Financial Instruments Not Recorded at Fair Value Cash and cash equivalents, accounts receivable trade, and accounts payable are short-term in nature and accordingly are carried at amounts that approximate fair value. The carrying amount of our fixed-rate debt not measured at fair value on a recurring basis was $87.5 million and $88.8 million as of March 31, 2024 and December 31, 2023, respectively. The estimated fair value of our fixed-rate debt using the income approach, based on its net present value, discounted at our current borrowing rate, was $86.8 million and $86.7 million as of March 31, 2024 and December 31, 2023, respectively (categorized as Level 2 of the fair value hierarchy). The carrying amount of our variable-rate long-term debt approximates fair value due to the duration of our credit arrangement and the variable interest rate (categorized as Level 2 of the fair value hierarchy).

Investments

Investments	3 Months Ended
	Mar. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]
Investments	Investments Equity Investments without Readily Determinable Fair Values Our strategic equity investments without readily determinable fair values primarily consist of our investment in MLSI, a transportation management systems company. MLSI is developing a cloud-based transportation management system using MLSI's SaaS technology which we have agreed to license. Our investments are being accounted for under ASC 321 using the measurement alternative and are recorded in other noncurrent assets on the consolidated condensed balance sheets. We record changes in the values of our investments based on events that occur that would indicate the values have changed, in loss (gain) on investments in equity securities on the consolidated statements of income. As of March 31, 2024 and December 31, 2023, the value of our investment in MLSI was $89.8 million, and the value of our other equity investments without readily determinable fair values was $327 thousand and $316 thousand, respectively. No gains or losses were recorded for the three months ended March 31, 2024 and 2023. As of March 31, 2024, cumulative upward adjustments on our equity securities without readily determinable fair values totaled $56.8 million. Equity Investments with Readily Determinable Fair Values We own a strategic minority equity investment in an autonomous technology company, which is being accounted for under ASC 321 and is recorded in other noncurrent assets on the consolidated condensed balance sheets. As of March 31, 2024 and December 31, 2023, the value of this investment was $0.2 million and $0.3 million, respectively. For additional information regarding the fair value of this equity investment, see Note 5 – Fair Value. The following table summarizes the activity related to our equity investments with readily determinable fair values during the periods presented (in thousands): Three Months Ended March 31, 2024 2023 Loss on investments in equity securities $ 138 $ 81 Portion of unrealized loss for the period related to equity securities still held at the reporting date 138 81 Equity Method Investment In January 2023, we committed to make a $20.0 million investment in Autotech Fund III (the “Fund”) pursuant to a limited partnership agreement. The Fund is managed by Autotech Ventures, a venture capital firm focused on ground transportation technology. Our interest, which represents an ownership percentage of less than 20%, is being accounted for under ASC 323, “ Investments - Equity Method and Joint Ventures .” As a limited partner, we will make periodic capital contributions toward this total commitment amount. As of March 31, 2024, our cumulative contributions in the Fund were $4.4 million. We contributed $1.1 million and $2.1 million to the Fund during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the value of our investment in the Fund was $3.3 million and $2.3 million, respectively, and is recorded in other noncurrent assets on the consolidated condensed balance sheets. The carrying amount of the Fund as of March 31, 2024 approximates its fair value as of December 31, 2023, as this is the most recent information available to us at this time. We recognized a loss of $0.1 million from the Fund for the three months ended March 31, 2024, which is reported in loss from equity method investment on the consolidated statements of income. No earnings or losses were recognized for the three months ended March 31, 2023.

Debt and Credit Facilities

Debt and Credit Facilities	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Debt and Credit Facilities	Debt and Credit Facilities On December 20, 2022, we entered into a $1.075 billion unsecured credit facility with a group of lenders (the “2022 Credit Agreement”), replacing our previous credit facilities. The 2022 Credit Agreement is scheduled to mature on December 20, 2027 and has a $100.0 million maximum limit for the aggregate amount of letters of credit issued. Revolving credit loans drawn under the 2022 Credit Agreement bear interest, at our option, at (i) the Base Rate (the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50%, or (c) the one-month Term SOFR plus 1.10%), plus a margin ranging between 0.125% and 0.750%, or (ii) Term SOFR plus 0.10% and a margin ranging between 1.125% and 1.750%. Swingline loans drawn under the 2022 Credit Agreement bear interest at the Base Rate, as defined above, plus a margin ranging between 0.125% and 0.750%. The 2022 Credit Agreement also requires us to pay quarterly (i) a letter of credit commission on the daily amount available to be drawn under such standby letters of credit at rates ranging between 1.125% and 1.750% per annum and (ii) a nonrefundable commitment fee on the average daily unused amount of the commitment at rates ranging between 0.125% and 0.250% per annum. The margin, letter of credit commission, and commitment fee rates are based on our ratio of net funded debt to earnings before interest, income taxes, depreciation and amortization (“EBITDA”). There are no scheduled principal payments due on the 2022 Credit Agreement until the maturity date, and interest is payable in arrears at periodic intervals not to exceed three months. In July 2023 and April 2024, we entered into additional variable-for-fixed interest rate swap agreements for notional amounts of $130.0 million and $75.0 million, respectively, to further limit our exposure to increases in interest rates on a portion of our variable-rate indebtedness (see Note 11, Subsequent Event, for additional information regarding the April 2024 swap agreement). On June 30, 2021, we entered into a $100.0 million unsecured fixed-rate term loan commitment with BMO Harris, with quarterly principal payments of $1.25 million and a final payment of principal and interest due and payable on May 14, 2024 ("BMO Term Loan"). We are currently planning to repay the remaining outstanding principal balance under the BMO Term Loan in May 2024 using proceeds from the 2022 Credit Agreement. The outstanding principal balance of the BMO Term Loan bears interest at a fixed rate of 1.28%, payable quarterly in arrears. As of March 31, 2024 and December 31, 2023, our outstanding debt totaled $597.5 million and $648.8 million, respectively. As of March 31, 2024, we had an outstanding revolving credit loan balance of $510.0 million under the 2022 Credit Agreement, including (i) $230.0 million at a variable interest rate of 6.67%, (ii) $150.0 million which is effectively fixed at 2.88% with interest rate swap agreements through May 2024, (iii) $40.0 million which is effectively fixed at 6.20% with interest rate swap agreements through July 2025, and (iv) $90.0 million which is effectively fixed at 5.87% with interest rate swap agreements through July 2026. Subsequent to the end of the quarter, in April 2024, we borrowed an additional $30.0 million under our revolving line of credit. Our total available borrowing capacity under the 2022 Credit Agreement was $559.1 million as of March 31, 2024, after considering $5.9 million in stand-by letters of credit under which we are obligated. In addition, as of March 31, 2024, we had $87.5 million outstanding under the BMO Term Loan at a fixed interest rate of 1.28%. Availability of such funds under the current debt agreements is conditional upon various customary terms and covenants. Such covenants include, among other things, two financial covenants requiring us (i) not to exceed a maximum ratio of net funded debt to EBITDA and (ii) to exceed a minimum ratio of EBITDA to interest expense. As of March 31, 2024, we were in compliance with these covenants. At March 31, 2024, the aggregate future maturities of long-term debt by year are as follows (in thousands): 2024 (remaining) $ 87,500 2025 — 2026 — 2027 510,000 2028 — Total $ 597,500

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies We have committed to property and equipment purchases of approximately $188.3 million at March 31, 2024 . We are involved in certain claims and pending litigation, including those described herein, arising in the ordinary course of business. The majority of these claims relate to bodily injury, property damage, cargo and workers’ compensation incurred in the transportation of freight, as well as certain class action litigation related to personnel and employment matters. We accrue for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the knowledge of the facts, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on our consolidated financial statements. Moreover, the results of complex legal proceedings are difficult to predict, and our view of these matters may change in the future as the litigation and related events unfold. On May 17, 2018, in Harris County District Court in Houston, Texas, a jury rendered an adverse verdict against the Company in a lawsuit arising from a December 30, 2014 accident between a Werner tractor-trailer and a passenger vehicle. On July 30, 2018, the court entered a final judgment against Werner for $92.0 million, including pre-judgment interest. The Company has premium-based liability insurance to cover the potential outcome from this jury verdict. Under the Company’s insurance policies in effect on the date of this accident, the Company’s maximum liability for this accident is $10.0 million (plus pre-judgment and post-judgment interest) with premium-based coverage that exceeds the jury verdict amount. As a result of this jury verdict, the Company had recorded a liability of $40.4 million as of March 31, 2024, and $39.8 million as of December 31, 2023. Under the terms of the Company’s insurance policies, the Company is the primary obligor of the verdict, and as such, the Company has also recorded a $79.2 million receivable from its third-party insurance providers in other non-current assets and a corresponding liability of the same amount in the long-term portion of insurance and claims accruals in the consolidated condensed balance sheets as of March 31, 2024 and December 31, 2023. The Company pursued an appeal of this verdict, and on May 18, 2023, the Texas Court of Appeals overruled Werner’s appeal and affirmed the trial court’s judgment. The Company has since filed a Petition for Review with the Texas Supreme Court, seeking further review of the Texas Court of Appeals decision. No assurances can be given regarding whether the Texas Supreme Court will accept the Company’s petition to review or the outcome of any such review. We have been involved in class action litigation in the U.S. District Court for the District of Nebraska, in which the plaintiffs allege that we owe drivers for unpaid wages under the Fair Labor Standards Act (“FLSA”) and the Nebraska Wage Payment and Collection Act and that we failed to pay minimum wage per hour for drivers in our Career Track Program, related to short break time and sleeper berth time. The period covered by this class action suit is August 2008 through March 2014. The case was tried to a jury in May 2017, resulting in a verdict of $0.8 million in plaintiffs’ favor on the short break matter and a verdict in our favor on the sleeper berth matter. As a result of various post-trial motions, the court awarded $0.5 million to the plaintiffs for attorney fees and costs. Plaintiffs appealed the post-verdict amounts awarded by the trial court for fees, costs and liquidated damages, and the Company filed a cross appeal on the verdict that was in plaintiffs’ favor. The United States Court of Appeals for the Eighth Circuit denied Plaintiffs’ appeal and granted Werner’s appeal, vacating the judgment in favor of the plaintiffs. The appellate court sent the case back to the trial court for proceedings consistent with the appellate court’s opinion. On June 22, 2020, the trial court denied Plaintiffs’ request for a new trial and entered judgment in favor of the Company, dismissing the case with prejudice. On July 21, 2020, Plaintiffs’ counsel filed a notice of appeal of that dismissal. On August 3, 2022, the Eighth Circuit Court of Appeals vacated the district court’s judgment and remanded the case, for the trial court to determine whether the plaintiffs should be granted a new trial on the short break claim. On January 10, 2023, the trial court denied Plaintiff’s motion for a new trial and entered judgment in Werner’s favor on all claims. Plaintiffs again have appealed the case to the Eighth Circuit Court of Appeals. As of March 31, 2024, we have an accrual for the jury’s award, attorney fees and costs in the short break matter and had not accrued for the sleeper berth matter. We are also involved in certain class action litigation in which the plaintiffs allege claims for failure to provide meal and rest breaks, unpaid wages, unauthorized deductions and other items. Based on the knowledge of the facts, management does not currently believe the outcome of these class actions is likely to have a material adverse effect on our financial position or results of operations. However, the final disposition of these matters and the impact of such final dispositions cannot be determined at this time.

Earnings Per Share

Earnings Per Share	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Earnings Per Share	Earnings Per Share Basic earnings per share is computed by dividing net income attributable to Werner by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Werner by the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding restricted stock awards. Performance awards are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. 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). Three Months Ended 2024 2023 Net income attributable to Werner $ 6,312 $ 35,224 Weighted average common shares outstanding 63,472 63,306 Dilutive effect of stock-based awards 255 389 Shares used in computing diluted earnings per share 63,727 63,695 Basic earnings per share $ 0.10 $ 0.56 Diluted earnings per share $ 0.10 $ 0.55

Segment Information

Segment Information	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Segment Information	Segment Information We have two reportable segments – Truckload Transportation Services (“TTS”) and Werner Logistics. The TTS segment consists of two operating units, Dedicated and One-Way Truckload. These units are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting. Dedicated provides truckload services dedicated to a specific customer, generally for a retail distribution center or manufacturing facility, utilizing either dry van or specialized trailers. One-Way Truckload is comprised of the following operating fleets: (i) the medium-to-long-haul van (“Van”) fleet transports a variety of consumer nondurable products and other commodities in truckload quantities over irregular routes using dry van trailers, including Mexico cross-border routes; (ii) the expedited (“Expedited”) fleet provides time-sensitive truckload services utilizing driver teams; (iii) the regional short-haul (“Regional”) fleet provides comparable truckload van service within geographic regions across the United States; and (iv) the Temperature Controlled fleet provides truckload services for temperature sensitive products over irregular routes utilizing temperature-controlled trailers. Revenues for the TTS segment include a small amount of non-trucking revenues which consist primarily of the intra-Mexico portion of cross-border shipments delivered to or from Mexico where we utilize a third-party capacity provider. The Werner Logistics segment is a non-asset based transportation and logistics provider. Werner Logistics provides services throughout North America and generates the majority of our non-trucking revenues through three operating units. These three Werner Logistics operating units are as follows: (i) Truckload Logistics, which uses contracted carriers to complete shipments for brokerage customers and freight management customers for which we offer a full range of single-source logistics management services and solutions; (ii) the Intermodal (“Intermodal”) unit offers rail transportation through alliances with rail and drayage providers as an alternative to truck transportation; and (iii) Werner Final Mile (“Final Mile”) offers residential and commercial deliveries of large or heavy items using third-party agents, independent contractors, and Company employees with two-person delivery teams operating a liftgate straight truck. We generate other revenues from our driver training schools, transportation-related activities such as third-party equipment maintenance and 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, including gains and losses on sales of property and equipment not attributable to our operating segments. We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment. Based on our operations, certain revenue-generating assets (primarily tractors and trailers) are interchangeable between segments. Depreciation for these interchangeable assets is allocated to segments based on the actual number of units utilized by the segment during the period. Other depreciation and amortization is allocated to segments based on specific identification or as a percentage of a metric such as average number of tractors. Inter-segment eliminations represent transactions between reporting segments that are eliminated in consolidation. The following tables summarize our segment information (in thousands): Three Months Ended 2024 2023 Revenues by Segment Truckload Transportation Services $ 551,126 $ 588,330 Werner Logistics 202,482 228,669 Other 18,953 20,501 Corporate 590 475 Subtotal 773,151 837,975 Inter-segment eliminations (4,071) (5,261) Total $ 769,080 $ 832,714 Three Months Ended 2024 2023 Operating Income (Loss) by Segment Truckload Transportation Services $ 20,840 $ 50,986 Werner Logistics (2,329) 4,937 Other (209) 549 Corporate (2,714) (3,086) Total $ 15,588 $ 53,386 Three Months Ended 2024 2023 Depreciation and Amortization by Segment Truckload Transportation Services $ 66,933 $ 66,843 Werner Logistics 3,667 4,059 Other 2,734 2,873 Corporate 936 538 Total $ 74,270 $ 74,313

Subsequent Event

Subsequent Event	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Event	Subsequent Event In April 2024, we entered into an additional variable-for-fixed interest rate swap agreement for a notional amount of $75.0 million, maturing in April 2027. Under the terms of the interest rate swap agreement, we will receive monthly variable-rate interest payments based on one-month Term SOFR, and make monthly fixed-rate interest payments as specified in the interest rate swap agreement. We have designated this interest rate swap agreement as a cash flow hedge. Changes in fair value of an outstanding derivative in a cash flow hedge will be recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income until earnings are impacted by the hedged transaction.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net income attributable to Werner	$ 6,312	$ 35,224

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Basis of Presentation and Rec_2

Basis of Presentation and Recent Accounting Pronouncements (Policies)	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim consolidated financial statements include the accounts of Werner Enterprises, Inc. and its subsidiaries (collectively, the “Company” or “Werner”). Redeemable noncontrolling interest on the consolidated condensed balance sheets represents the portion of a consolidated entity in which we do not have a direct equity ownership. In these notes, the terms “we,” “us,” or “our” refer to Werner Enterprises, Inc. and its subsidiaries. All significant intercompany accounts and transactions relating to these entities have been eliminated. These consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and, in the opinion of management, reflect all adjustments, which are all of normal recurring nature, necessary to present fairly the financial condition, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles (“GAAP”). These consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements; although in management’s opinion, the disclosures are adequate so that the information presented is not misleading. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. In the opinion of management, the information set forth in the accompanying consolidated condensed balance sheets is fairly stated in all material respects in relation to the consolidated balance sheets from which it has been derived. These consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and accompanying notes contained in our 2023 Form 10-K.
Recently Issued Accounting Pronouncements, Not Yet Effective	Recently Issued Accounting Pronouncements, Not Yet Effective: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , with the objective of improving financial reporting, primarily through enhanced disclosures about significant segment expenses. The provisions of this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, using a retrospective approach. We are evaluating the impact of adopting ASU 2023-07, and we expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition. In December 2023, FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures , with the objective of enhancing the transparency and decision usefulness of income tax information through income tax disclosure improvements, primarily related to the rate reconciliation and income taxes paid information. The provisions of this update are effective for annual periods beginning after December 15, 2024, using a prospective approach. Retrospective application is permitted. We are evaluating the impact of adopting ASU 2023-09, and we expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition.

Revenue (Tables)

Revenue (Tables)	3 Months Ended
	Mar. 31, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue by Revenue Source	The following table presents our revenues disaggregated by revenue source (in thousands): Three Months Ended 2024 2023 Truckload Transportation Services $ 551,126 $ 588,330 Werner Logistics 202,482 228,669 Inter-segment eliminations (4,071) (5,261) Transportation services 749,537 811,738 Other revenues 19,543 20,976 Total revenues $ 769,080 $ 832,714
Schedule of Revenue by Geographical Location	The following table presents our revenues disaggregated by geographic areas in which we conduct business (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. Three Months Ended 2024 2023 United States $ 721,861 $ 782,293 Mexico 39,119 41,813 Other 8,100 8,608 Total revenues $ 769,080 $ 832,714

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Acquired Intangible Assets	The following table presents acquired intangible assets (in thousands): March 31, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 80,200 $ (15,994) $ 64,206 $ 80,200 $ (13,989) $ 66,211 Trade names 24,600 (4,847) 19,753 24,600 (4,334) 20,266 Total intangible assets $ 104,800 $ (20,841) $ 83,959 $ 104,800 $ (18,323) $ 86,477

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Schedule of Operating Lease Information	The following table presents balance sheet and other operating lease information (dollars in thousands): March 31, 2024 December 31, 2023 Right-of-use assets (recorded in other non-current assets) $ 34,339 $ 34,814 Current lease liabilities (recorded in other current liabilities) $ 8,937 $ 9,017 Long-term lease liabilities (recorded in other long-term liabilities) 27,112 27,495 Total operating lease liabilities $ 36,049 $ 36,512 Weighted-average remaining lease term for operating leases 6.06 years 6.15 years Weighted-average discount rate for operating leases 3.8 % 3.6 %
Schedule of Maturities of Operating Lease Liabilities	The following table presents the maturities of operating lease liabilities as of March 31, 2024 (in thousands): 2024 (remaining) $ 7,766 2025 8,768 2026 6,955 2027 4,852 2028 3,591 Thereafter 7,982 Total undiscounted operating lease payments $ 39,914 Less: Imputed interest (3,865) Present value of operating lease liabilities $ 36,049
Schedule of Lessor Operating Lease Maturities	The following table presents information about the maturities of these operating leases as of March 31, 2024 (in thousands): 2024 (remaining) $ 5,362 2025 1,664 2026 342 2027 86 2028 — Thereafter — Total $ 7,454

Fair Value (Tables)

Fair Value (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents the fair value hierarchy for our assets and liabilities measured at fair value on a recurring basis (in thousands): Level in Fair Value March 31, 2024 December 31, 2023 Assets: Other non-current assets: Equity securities (1) 1 $ 172 $ 310 Liabilities: Other long-term liabilities: Contingent consideration associated with acquisition 3 $ 8,998 $ 8,896 (1) Represents our investment in an autonomous technology company. For additional information regarding the valuation of this equity security, see Note 6 – Investments.
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation	The following table presents changes in the fair value of our contingent earnout liabilities (in thousands): Three Months Ended 2024 2023 Balance at beginning of period $ 8,896 $ 13,400 Measurement period adjustment associated with the acquisition of ReedTMS Logistics (1) — (800) Change in fair value 102 277 Balance at end of period $ 8,998 $ 12,877 (1) The measurement period adjustment was recorded in goodwill on the consolidated condensed balance sheet.

Investments (Tables)

Investments (Tables)	3 Months Ended
	Mar. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]
Schedule of Investments with Readily Determinable Fair Value	The following table summarizes the activity related to our equity investments with readily determinable fair values during the periods presented (in thousands): Three Months Ended March 31, 2024 2023 Loss on investments in equity securities $ 138 $ 81 Portion of unrealized loss for the period related to equity securities still held at the reporting date 138 81

Debt and Credit Facilities (Tab

Debt and Credit Facilities (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of Maturities of Long-term Debt	At March 31, 2024, the aggregate future maturities of long-term debt by year are as follows (in thousands): 2024 (remaining) $ 87,500 2025 — 2026 — 2027 510,000 2028 — Total $ 597,500

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Earnings Per Share	The computation of basic and diluted earnings per share is shown below (in thousands, except per share amounts). Three Months Ended 2024 2023 Net income attributable to Werner $ 6,312 $ 35,224 Weighted average common shares outstanding 63,472 63,306 Dilutive effect of stock-based awards 255 389 Shares used in computing diluted earnings per share 63,727 63,695 Basic earnings per share $ 0.10 $ 0.56 Diluted earnings per share $ 0.10 $ 0.55

Segment Information (Tables)

Segment Information (Tables)	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Schedule of Segment Information	The following tables summarize our segment information (in thousands): Three Months Ended 2024 2023 Revenues by Segment Truckload Transportation Services $ 551,126 $ 588,330 Werner Logistics 202,482 228,669 Other 18,953 20,501 Corporate 590 475 Subtotal 773,151 837,975 Inter-segment eliminations (4,071) (5,261) Total $ 769,080 $ 832,714 Three Months Ended 2024 2023 Operating Income (Loss) by Segment Truckload Transportation Services $ 20,840 $ 50,986 Werner Logistics (2,329) 4,937 Other (209) 549 Corporate (2,714) (3,086) Total $ 15,588 $ 53,386 Three Months Ended 2024 2023 Depreciation and Amortization by Segment Truckload Transportation Services $ 66,933 $ 66,843 Werner Logistics 3,667 4,059 Other 2,734 2,873 Corporate 936 538 Total $ 74,270 $ 74,313

Revenue - Disaggregation of Rev

Revenue - Disaggregation of Revenue by Revenue Source (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of revenue
Revenues by Segment	$ 769,080	$ 832,714
Inter-segment eliminations
Disaggregation of revenue
Revenues by Segment	(4,071)	(5,261)
Truckload Transportation Services | Operating Segments
Disaggregation of revenue
Revenues by Segment	551,126	588,330
Werner Logistics | Operating Segments
Disaggregation of revenue
Revenues by Segment	202,482	228,669
Transportation services
Disaggregation of revenue
Revenues by Segment	749,537	811,738
Other revenues
Disaggregation of revenue
Revenues by Segment	$ 19,543	$ 20,976

Revenue - Disaggregation of R_2

Revenue - Disaggregation of Revenue by Geographical Areas (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of revenue
Revenues by Segment	$ 769,080	$ 832,714
United States
Disaggregation of revenue
Revenues by Segment	721,861	782,293
Mexico
Disaggregation of revenue
Revenues by Segment	39,119	41,813
Other
Disaggregation of revenue
Revenues by Segment	$ 8,100	$ 8,608

Revenue - Narrative (Details)

Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Accounts receivable, trade, net	$ 417,463	$ 444,944
Contract assets	8,600	7,400
Contract liabilities	1,100	$ 900
Revenue recognized from contract liability during the period	$ 900
Average transit time (in days)	3 days

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 104,800	$ 104,800
Accumulated Amortization	(20,841)	(18,323)
Net Carrying Amount	83,959	86,477
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	80,200	80,200
Accumulated Amortization	(15,994)	(13,989)
Net Carrying Amount	64,206	66,211
Trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	24,600	24,600
Accumulated Amortization	(4,847)	(4,334)
Net Carrying Amount	$ 19,753	$ 20,266

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 2.5	$ 2.8
Remainder of 2024	7.6
2025	10.1
2026	10.1
2027	10.1
2028	10.1
2029	$ 10.1

Leases - Narrative (Details)

Leases - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lessee, Lease, Description [Line Items]
Right-of-use asset recognized as non-cash asset addition	$ 1.9	$ 1.5
Cash paid for amounts included in measurement of operating lease liability	2.7	2.9
Total operating lease expense	4.4	6.2
Long-term operating lease expense	$ 2.7	$ 3
Operating lease, lease income, statement of income or comprehensive income [Extensible Enumeration]	Revenues by Segment	Revenues by Segment
Operating lease revenues	$ 2.4	$ 2.7
Minimum
Lessee, Lease, Description [Line Items]
Operating leases remaining term, lessee	1 year
Operating leases remaining term, lessor	3 years
Maximum
Lessee, Lease, Description [Line Items]
Operating leases remaining term, lessee	18 years
Operating leases remaining term, lessor	8 years

Leases - Schedule of Operating

Leases - Schedule of Operating Lease Information (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Operating lease, right-of-use asset, Statement of financial position [Extensible Enumeration]	Other non-current assets	Other non-current assets
Right-of-use assets (recorded in other non-current assets)	$ 34,339	$ 34,814
Operating lease, liability, current, statement of financial position [Extensible Enumeration]	Other current liabilities	Other current liabilities
Current lease liabilities (recorded in other current liabilities)	$ 8,937	$ 9,017
Operating lease, liability, noncurrent, statement of financial position [Extensible Enumeration]	Other long-term liabilities	Other long-term liabilities
Long-term lease liabilities (recorded in other long-term liabilities)	$ 27,112	$ 27,495
Total operating lease liabilities	$ 36,049	$ 36,512
Weighted-average remaining lease term for operating leases	6 years 21 days	6 years 1 month 24 days
Weighted-average discount rate for operating leases	3.80%	3.60%

Leases - Schedule of Maturities

Leases - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
2024 (remaining)	$ 7,766
2025	8,768
2026	6,955
2027	4,852
2028	3,591
Thereafter	7,982
Total undiscounted operating lease payments	39,914
Less: Imputed interest	(3,865)
Present value of operating lease liabilities	$ 36,049	$ 36,512

Leases - Schedule of Lessor Ope

Leases - Schedule of Lessor Operating Lease Maturities (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Leases [Abstract]
2024 (remaining)	$ 5,362
2025	1,664
2026	342
2027	86
2028	0
Thereafter	0
Total	$ 7,454

Fair Value - Schedule of Assets

Fair Value - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Inputs, Level 1
Assets:
Equity securities	$ 172	$ 310
Fair Value, Inputs, Level 3 | Other long-term liabilities:
Liabilities:
Contingent consideration associated with acquisition	$ 8,998	$ 8,896

Fair Value - Schedule of Change

Fair Value - Schedule of Changes In Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 8,896	$ 13,400
Measurement period adjustment associated with the acquisition of ReedTMS Logistics	0	(800)
Change in fair value	102	277
Ending balance	8,998	12,877
ReedTMS
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Measurement period adjustment associated with the acquisition of ReedTMS Logistics	$ 0	$ (800)

Fair Value - Narrative (Details

Fair Value - Narrative (Details) - BMO Term Loan - Unsecured Debt - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Inputs, Level 2
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Fair value of long term debt	$ 86.8	$ 86.7
Line of Credit
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Term loan	$ 87.5	$ 88.8

Investments - Equity Investment

Investments - Equity Investments without Readily Determinable Fair Values (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Equity Securities without Readily Determinable Fair Value [Line Items]
Cumulative unrealized gain on interest in investment	$ 56,800
Mastery Logistics Systems, Inc.
Equity Securities without Readily Determinable Fair Value [Line Items]
Investment in equity securities	89,800	$ 89,800
Other Equity Investments Without Readily Determinable Fair Values
Equity Securities without Readily Determinable Fair Value [Line Items]
Investment in equity securities	$ 327	$ 316

Investments - Schedule of Inves

Investments - Schedule of Investments With Readily Determinable Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Equity Securities With Readily Determinable Fair Value [Line Items]
Loss on investments in equity securities	$ 138	$ 81
Fair Value, Inputs, Level 1 | Fair Value, Recurring
Equity Securities With Readily Determinable Fair Value [Line Items]
Equity securities	172		$ 310
Loss on investments in equity securities	138	81
Portion of unrealized loss for the period related to equity securities still held at the reporting date	$ 138	$ 81

Investments - Equity Method Inv

Investments - Equity Method Investments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jan. 31, 2023
Schedule of Equity Method Investments [Line Items]
Payments to acquire equity method investment	$ 1,060	$ 2,125
Loss from equity method investment	$ 133	0
Autotech Fund III, L.P
Schedule of Equity Method Investments [Line Items]
Equity method investment, purchase commitment				$ 20,000
Equity method investment, ownership percentage (less than)	20%
Cumulative contributions	$ 4,400
Payments to acquire equity method investment	1,100	2,100
Equity method investments	3,300		$ 2,300
Loss from equity method investment	$ 100	$ 0

Debt and Credit Facilities - Na

Debt and Credit Facilities - Narrative (Details) - USD ($)			1 Months Ended
	Dec. 20, 2022	Jun. 30, 2021	Apr. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jul. 31, 2023
Revolving Credit Facility | Unsecured Debt | Subsequent Event
Line of Credit Facility [Line Items]
Proceeds from issuance of long-term debt			$ 30,000,000
Revolving Credit Facility | 2022 Credit Agreement
Line of Credit Facility [Line Items]
Interest rate swap facility, amount						$ 130,000,000
Revolving Credit Facility | 2022 Credit Agreement | Subsequent Event
Line of Credit Facility [Line Items]
Interest rate swap facility, amount			$ 75,000,000
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 1,075,000,000			$ 559,100,000
Borrowings outstanding				597,500,000	$ 648,800,000
Line of credit borrowings outstanding				510,000,000
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | Minimum
Line of Credit Facility [Line Items]
Unused capacity commitment fee, percentage	0.125%
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | Maximum
Line of Credit Facility [Line Items]
Unused capacity commitment fee, percentage	0.25%
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | Federal Funds Rate
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	0.50%
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | One-month Term SOFR
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	1.10%
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | One-month Term SOFR | Minimum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	0.125%
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | One-month Term SOFR | Maximum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	0.75%
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | SOFR
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	0.10%
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | SOFR | Minimum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	1.125%
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | SOFR | Maximum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	1.75%
Revolving Credit Facility | Swingline loans drawn under the 2022 Credit Agreement | Unsecured Debt | Base Rate | Minimum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	0.125%
Revolving Credit Facility | Swingline loans drawn under the 2022 Credit Agreement | Unsecured Debt | Base Rate | Maximum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	0.75%
Revolving Credit Facility | Variable Rate Revolving Credit Facility | Unsecured Debt
Line of Credit Facility [Line Items]
Line of credit borrowings outstanding				$ 230,000,000
Line of credit facility, interest rate				6.67%
Revolving Credit Facility | 2022 Credit Agreement, Interest Rate Swap, Mature Date At May Two Thousand Twenty Four | Unsecured Debt
Line of Credit Facility [Line Items]
Interest rate swap facility, amount				$ 150,000,000
Interest rate swap facility, fixed interest				2.88%
Revolving Credit Facility | 2022 Credit Agreement, Interest Rate Swap, Mature Date At July Two Thousand Twenty Five | Unsecured Debt
Line of Credit Facility [Line Items]
Interest rate swap facility, amount				$ 40,000,000
Interest rate swap facility, fixed interest				6.20%
Revolving Credit Facility | 2022 Credit Agreement, Interest Rate Swap, Mature Date At July Two Thousand Twenty Six | Unsecured Debt
Line of Credit Facility [Line Items]
Interest rate swap facility, amount				$ 90,000,000
Interest rate swap facility, fixed interest				5.87%
Letter of Credit | 2022 Credit Agreement | Unsecured Debt
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 100,000,000
Standby Letters of Credit | 2022 Credit Agreement | Unsecured Debt
Line of Credit Facility [Line Items]
Stand-by letters of credit				$ 5,900,000
Standby Letters of Credit | 2022 Credit Agreement | Unsecured Debt | Minimum
Line of Credit Facility [Line Items]
Commission percentage	1.125%
Standby Letters of Credit | 2022 Credit Agreement | Unsecured Debt | Maximum
Line of Credit Facility [Line Items]
Commission percentage	1.75%
Line of Credit | BMO Term Loan | Unsecured Debt
Line of Credit Facility [Line Items]
Term loan face amount		$ 100,000,000
Periodic payment, principal		$ 1,250,000
Term loan interest rate				1.28%
Term loan				$ 87,500,000	$ 88,800,000

Debt and Credit Facilities - Sc

Debt and Credit Facilities - Schedule of Maturities of Long-term Debt (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Debt Disclosure [Abstract]
2024 (remaining)	$ 87,500
2025	0
2026	0
2027	510,000
2028	0
Total	$ 597,500

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions		1 Months Ended
	Jul. 30, 2018	May 31, 2017	Mar. 31, 2024	Dec. 31, 2023
Loss Contingencies [Line Items]
Commitment for property and equipment purchases			$ 188.3
Loss contingency, damages awarded, value		$ 0.8
Loss contingency, damages awarded, attorney fees and costs		$ 0.5
May 17, 2018 Verdict
Loss Contingencies [Line Items]
Loss contingency, damages awarded, value	$ 92
Self insurance retained liability	$ 10
Loss contingency, estimate of possible loss			40.4	$ 39.8
Loss contingency, accrual, noncurrent			$ 79.2	$ 79.2

Earnings Per Share (Details)

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net income attributable to Werner	$ 6,312	$ 35,224
Weighted average common shares outstanding (in shares)	63,472	63,306
Dilutive effect of stock-based awards (in shares)	255	389
Shares used in computing diluted earnings per share (in shares)	63,727	63,695
Basic earnings per share (in dollars per share)	$ 0.10	$ 0.56
Diluted earnings per share (in dollars per share)	$ 0.10	$ 0.55

Segment Information - Narrative

Segment Information - Narrative (Details)	3 Months Ended
	Mar. 31, 2024 reporting_unit operatingUnit segment
Segment Reporting Information [Line Items]
Number of reportable segments | segment	2
Truckload Transportation Services
Segment Reporting Information [Line Items]
Number of operating units | operatingUnit	2
Werner Logistics
Segment Reporting Information [Line Items]
Number of operating units | reporting_unit	3

Segment Information - Schedule

Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Revenues by Segment	$ 769,080	$ 832,714
Operating Income (Loss) by Segment	15,588	53,386
Depreciation and Amortization by Segment	74,270	74,313
Subtotal
Segment Reporting Information [Line Items]
Revenues by Segment	773,151	837,975
Operating Segments | Truckload Transportation Services
Segment Reporting Information [Line Items]
Revenues by Segment	551,126	588,330
Operating Income (Loss) by Segment	20,840	50,986
Depreciation and Amortization by Segment	66,933	66,843
Operating Segments | Werner Logistics
Segment Reporting Information [Line Items]
Revenues by Segment	202,482	228,669
Operating Income (Loss) by Segment	(2,329)	4,937
Depreciation and Amortization by Segment	3,667	4,059
Corporate
Segment Reporting Information [Line Items]
Revenues by Segment	590	475
Operating Income (Loss) by Segment	(2,714)	(3,086)
Depreciation and Amortization by Segment	936	538
Corporate | Other
Segment Reporting Information [Line Items]
Revenues by Segment	18,953	20,501
Operating Income (Loss) by Segment	(209)	549
Depreciation and Amortization by Segment	2,734	2,873
Inter-segment eliminations
Segment Reporting Information [Line Items]
Revenues by Segment	$ (4,071)	$ (5,261)

Subsequent Event - Narrative (D

Subsequent Event - Narrative (Details) - Revolving Credit Facility - 2022 Credit Agreement - USD ($)	Apr. 30, 2024	Jul. 31, 2023
Subsequent Event [Line Items]
Derivative, notional amount		$ 130,000,000
Subsequent Event
Subsequent Event [Line Items]
Derivative, notional amount	$ 75,000,000