Group 1: Earnings Estimates and Market Outlook - Susquehanna Financial Group has cut earnings estimates for asset-based truckload carriers by mid-single- to low-double-digit percentages ahead of the third-quarter earnings season, indicating a soft market outlook [1] - Analyst Bascome Majors has reduced fourth-quarter forecasts for most truckload-related companies, projecting that the truckload market is unlikely to see upward price and margin momentum in the near term [2] - Third-quarter earnings-per-share estimates were cut by 12% for Schneider National and 11% for Werner Enterprises, with smaller reductions of 6% for J.B. Hunt and 5% for Knight-Swift [3] Group 2: Market Conditions and Consumer Spending - Concerns have been raised regarding consumer spending through the holiday season, with July being noted as the peak for container imports [4] - The Contract Load Accepted Volume Index indicates potential mid- to high-single-digit declines in spot rates for the fourth quarter if current trends continue [5] - The National Truckload Index shows that spot rates are slightly ahead of year-ago levels, suggesting a stable but cautious market environment [6] Group 3: Future Projections and Industry Dynamics - Fourth-quarter earnings estimates were cut by high-single digits, with Werner experiencing a 16% reduction, and 2026 estimates were also revised down by 9% to 17% [7] - Despite the downward revisions, there is a more constructive outlook for next year as the truckload supply side is expected to rationalize more rapidly into 2026 [7] - Knight-Swift Transportation's rating was downgraded to "neutral" due to the lower EPS outlook, with a new share price target set at $43, down from $52 [8]

Group 1: Company Outlook - Werner Enterprises expressed a more optimistic view on recovery prospects at an investor conference, noting a modest operational improvement compared to last year, although fundamentals remain unfavorable amid a freight recession lasting four years [1] - The company reported that demand aligns with typical seasonal trends, experiencing "positive momentum" in both dedicated and logistics services, with its dedicated fleet benefiting from recent business wins and stable demand for non-discretionary goods [2] - Conversations with major customers indicate a likelihood of slightly higher volumes and rates this year, which is crucial as the company's peak season relies heavily on a few large clients [3] Group 2: Industry Dynamics - Schneider National, a multimodal peer, presented a less optimistic outlook, indicating demand has remained stable with little fluctuation, but noted potential for a better peak season if certain project freight opportunities materialize [4] - The intermodal peak season may decline sooner than usual due to recent inventory pull-forwards ahead of tariff implementations, as highlighted by Schneider [5] - The National Truckload Index shows spot rates are slightly ahead of last year's levels, while the Outbound Tender Reject Index indicates current tender rejections are outperforming prior-year levels but do not signal a recovery [6][7] Group 3: Pricing and Cost Challenges - Werner noted ongoing rate increases in its one-way segment, with a 2.7% year-over-year increase in the second quarter, marking the fourth consecutive increase, but pricing remains insufficient to offset higher costs [8] - The company anticipates a challenging bid environment in 2026, as spot rates are still roughly flat compared to last year, requiring more significant rate increases to improve margins [9] - The enforcement of English proficiency could remove approximately 25,000 drivers from the industry, while private fleets are reducing unit counts and seeking to sell assets to Werner, which may lead to more freight entering the for-hire market [10][11]

Group 1 - The macroeconomic debate continues regarding whether the economy is heading towards a recession or a significant rebound [1] - Demand in the One-Way segment has been generally steady and seasonal, with positive momentum observed in the Dedicated and Logistics business, particularly in the second quarter [2] - Fleet growth in the Dedicated segment has been notable, with a successful streak of new client acquisitions across various verticals, indicating a trend towards increased reliability [3]

Group 1 - The macroeconomic debate continues regarding the potential for either a significant recession or a strong rebound in the economy [1] - Demand in the One-Way segment has remained generally steady and seasonal, with positive momentum observed particularly in the Dedicated and Logistics business during the second quarter [2] - Fleet growth in the Dedicated segment has been notable, with a successful streak of new client acquisitions across various verticals, indicating a trend towards increased reliability [3]

Summary of Werner Enterprises FY Conference Call Company Overview - **Company**: Werner Enterprises (NasdaqGS: WERN) - **Date of Conference**: September 10, 2025 Key Industry Insights - **Macro Environment**: Ongoing debate about whether the economy is heading into a recession or a rebound, with a focus on demand stability in the transportation sector [1][2] - **Dedicated Truckload Services**: Positive momentum observed, with fleet growth and reliability becoming a priority for shippers [2][3] - **Logistics Growth**: Mid-single-digit year-over-year growth noted in the logistics segment, driven by various factors including new contracts and intermodal services [3][12] Core Company Insights - **Customer Adaptation**: Customers have adjusted to tariff fluctuations, indicating a new normal that allows for better planning and inventory management [4][9] - **Service Provider Demand**: Increased demand for service providers with greater capabilities and scale due to market uncertainties [5] - **Churn Management**: Focus on reducing customer churn by enhancing service reliability and forming long-term partnerships with large enterprise customers [46] Financial Performance - **Revenue Growth**: One-Way Truckload Services revenue per mile increased by 2.7% year-over-year, with expectations for flat to 3% growth in Q3 [16] - **Operational Efficiency**: Logistics segment saw a 9% reduction in operating expenses, with significant improvements in salaries and benefits [39] - **Mid-Cycle Margin Target**: Aiming for low double-digit margins in Truckload Transportation Services, with current performance at approximately 2.7% to 4% [50][51] Capacity and Market Dynamics - **Capacity Changes**: Notable attrition in the market with some larger carriers exiting, leading to a potential tightening of capacity [20][21] - **Private Fleet Growth**: Growth in private fleets has contributed to a capacity issue in the for-hire market, with potential for conversions back to dedicated services [33][36] Technology and Innovation - **Technology Integration**: Emphasis on technology to enhance operational efficiency, including automation in Truckload Brokerage and the Werner EDGE TMS platform [44][45] - **Autonomous Vehicles**: Excitement around advancements in autonomous trucking technology, though current impact on the business remains limited [54][55] Future Outlook - **Segment Growth**: Anticipated pronounced growth in Dedicated Truckload Services and Logistics, with Logistics currently being the fastest-growing segment [12][47] - **Market Conditions**: The company remains cautious about the upcoming bid season, expecting a challenging environment similar to previous years [17][18] Additional Considerations - **Insurance Costs**: Rising insurance costs are a concern, but there is growing sympathy from customers as they experience similar challenges [25][29] - **Regulatory Environment**: Increased enforcement of English language proficiency tests for drivers may impact capacity and safety in the industry [20][22] This summary encapsulates the key points discussed during the Werner Enterprises FY Conference Call, highlighting the company's performance, market dynamics, and future outlook in the transportation and logistics industry.

OMAHA, Neb.--(BUSINESS WIRE)--Werner Enterprises, Inc. (Nasdaq: WERN), a premier transportation and logistics provider, proudly joins the industry in celebrating National Truck Driver Appreciation Week, September 14–20, 2025. "National Truck Driver Appreciation Week is a time to recognize the incredible men and women who keep our country moving,†said Werner's Chairman and CEO, Derek Leathers. "Professional drivers take on one of the most critical and demanding jobs in our economy. Their dedica. ...

Core Viewpoint - Werner Enterprises has shown a positive trend in its stock performance, with shares increasing by approximately 4.5% since the last earnings report, outperforming the S&P 500. The upcoming earnings release will be crucial in determining if this trend continues or if a pullback is expected [1]. Financial Performance - In Q2 2025, Werner reported earnings per share of 11 cents, exceeding the Zacks Consensus Estimate of 5 cents, but reflecting a 36% decline from the previous year [2]. - Total revenues reached $753.14 million, surpassing the Zacks Consensus Estimate of $736.7 million, but decreased by 1% year-over-year due to a 4% drop in Truckload Transportation Services (TTS) revenues, partially offset by a 6% increase in Logistics revenues [3]. - Adjusted operating income was $16.55 million, down 22% year-over-year, with an adjusted operating margin of 2.2%, a decline of 60 basis points from the previous year [4]. Segment Results - TTS segment revenues fell by 4% year-over-year to $517.64 million, with adjusted operating income dropping 45% to $12.77 million due to increased insurance and claims expenses and lower fuel surcharge revenues [5]. - Logistics revenues increased by 6% year-over-year to $221.17 million, with adjusted operating income rising to $5.87 million from $1.69 million in the prior year, and an adjusted operating margin increase of 190 basis points to 2.7% [6]. Liquidity and Capital Expenditure - As of June 30, 2025, Werner had cash and cash equivalents of $51.42 million, a slight decrease from $51.95 million in the previous quarter. Long-term debt rose to $725 million from $640 million [7]. - The company generated $46 million in cash from operations in Q2 2025, with net capital expenditure amounting to $65.6 million [7]. Share Repurchase - During Q2, Werner repurchased 2.1 million shares for $55 million, leaving 1.8 million shares remaining under its share repurchase authorization as of June 30, 2025 [8]. Outlook - For 2025, Werner anticipates TTS truck growth to improve in the range of 1-4%, with net capital expenditure now estimated between $145-$185 million [9]. - The company projects dedicated revenues per truck per week to rise from breakeven to 3% in 2025, with a full-year tax rate expected to be between 25%-26% [9]. Estimate Trends - There has been a downward trend in estimates for Werner, with a consensus estimate shift of -15.3% noted [10][11]. - The stock currently holds a Zacks Rank 3 (Hold), indicating expectations for an in-line return in the coming months [13]. Industry Comparison - Werner operates within the Zacks Transportation - Truck industry, where competitor JB Hunt has seen a 1.3% gain over the past month, reporting revenues of $2.93 billion with a year-over-year change of 0% [14].

Core Insights - Werner Enterprises, Inc. (WERN) has approved a new share repurchase program allowing the repurchase of up to 5 million shares, replacing the previous authorization which had 1.8 million shares remaining as of June 30, 2025 [1][2] - The board also declared a regular quarterly cash dividend of 14 cents per share, payable on October 22, 2025, to shareholders of record as of October 6, 2025 [3] - WERN's current dividend yield stands at 2.15%, with a five-year dividend growth rate of 10.12%, indicating a commitment to enhancing shareholder returns [4] Financial Performance - In 2022, WERN paid dividends totaling $32.1 million and repurchased shares worth $110.4 million; in 2023, dividends increased to $34.2 million with no share repurchases; in 2024, dividends rose to $35.1 million with $67.1 million in share repurchases; during the first half of 2025, dividends were $17.32 million and share repurchases amounted to $55.56 million [5] Market Reaction - Following the announcement of the new share repurchase program, WERN's share price closed at $27.54 on July 12, 2025, reflecting a 5.80% increase from the previous day's closing, indicating positive investor sentiment [7] Industry Context - Other companies in the transportation sector, such as Union Pacific Corporation and Ryder System, Inc., have also announced shareholder-friendly initiatives in 2025, including dividend hikes, showcasing a broader trend within the industry to reward shareholders [8][9][10]

Summary of Werner Enterprises (WERN) 2025 Conference Call Company Overview - **Company**: Werner Enterprises - **Industry**: Transportation and Logistics - **Key Metrics**: - Founded nearly 69 years ago - Operates with approximately 13,000 associates, 7,500 trucks, and 28,000 trailing assets - One of the largest trucking and logistics companies in the U.S. with a dedicated fleet ranking sixth in size - Logistics segment accounts for nearly 30% of total revenues [6][5][22] Core Business Segments - **Trucking Transportation Services (TTS)**: - Represents about 70% of total revenues - Two-thirds of TTS is dedicated business, characterized by long-term contracts and high service requirements [7][6] - Remaining third focuses on One Way Truckload business, including expedited services and cross-border operations with Mexico [8][6] - **Logistics Segment**: - Fastest growing segment, contributing about 30% of total revenues - Includes truckload brokerage, intermodal, and dedicated final mile solutions [9][6] - Truckload logistics constitutes 75% of the logistics segment [9][6] Financial Performance - **2024 Revenue**: $3 billion, with a diverse customer base including top U.S. retailers and manufacturing sectors [13][6] - **Q2 2025 Results**: - Revenues of $753 million, down 1% year-over-year - Adjusted EPS of $0.11, improved from Q1 [16][6] - Notable improvements in logistics lines of business and gains on sale of nearly $6 million, marking the first year-over-year improvement in nine quarters [17][6] Strategic Priorities - **Growth in Core Business**: Focus on dedicated fleet growth and winning new customers [18][6] - **Operational Excellence**: Emphasis on safety and hiring quality drivers [20][6] - **Capital Efficiency**: Strong operating cash flow and optimized working capital [21][6] Demand Environment - **Demand Trends**: - Seasonally stable demand in One Way, with rising demand in Dedicated and Logistics [26][6] - Notable increase in logistics driven by technology investments and cross-selling opportunities [28][6] - **Customer Sentiment**: Shift towards quality and reliability, with customers seeking dependable providers [34][6] Supply Chain Dynamics - **Supply Side**: - Employment data returning to pre-COVID levels, with rising bankruptcies in the industry [44][6] - Regulatory enforcement expected to impact supply positively [50][6] Technology and Innovation - **Technological Advances**: - Development of Edge TMS platform to improve visibility and customer service in logistics [12][6] - Transitioning One Way and Dedicated business to the same platform for better load visibility [63][6] Cost Management - **Cost Reduction Initiatives**: - Increased cost-cutting target to $45 million for 2025, with $20 million achieved in the first half [79][6] - Operational expenses in logistics down 9% year-over-year [80][6] Capital Allocation - **Share Repurchase Plan**: - Announced an increase in share repurchase plan amounting to 8% of market cap, with $55 million in repurchases in Q2 [96][6] Conclusion - **Outlook**: - Confidence in achieving low double-digit margins in the long term through structural changes and technology investments [94][6] - Positive trends in demand and operational efficiency expected to continue [95][6]

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section advises readers that the report contains forward-looking statements, which are subject to risks, uncertainties, and assumptions that could cause actual results to differ materially - Forward-looking statements are based on current management information and are subject to known and unknown risks, uncertainties, and assumptions that could cause actual results to differ materially[9](index=9&type=chunk) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for Werner Enterprises, Inc., including statements of income, comprehensive income, balance sheets, cash flows, and stockholders' equity, prepared in accordance with SEC instructions and GAAP [Consolidated Statements of Income](index=5&type=section&id=Consolidated%20Statements%20of%20Income) | Metric (in thousands, except per share) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | % Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | % Change (YoY) | | :------------------------------------ | :--------------------------- | :--------------------------- | :-------------- | :--------------------------- | :--------------------------- | :-------------- | | Operating revenues | $753,148 | $760,798 | (1.0)% | $1,465,262 | $1,529,878 | (4.2)% | | Total operating expenses | $686,827 | $741,187 | (7.3)% | $1,404,773 | $1,494,679 | (6.0)% | | Operating income | $66,321 | $19,611 | 238.2% | $60,489 | $35,199 | 71.8% | | Income before income taxes | $59,090 | $12,131 | 387.1% | $45,702 | $21,446 | 113.1% | | Net income attributable to Werner | $44,062 | $9,465 | 365.5% | $33,964 | $15,777 | 115.3% | | Basic EPS | $0.72 | $0.15 | 380.0% | $0.55 | $0.25 | 120.0% | | Diluted EPS | $0.72 | $0.15 | 380.0% | $0.55 | $0.25 | 120.0% | [Consolidated Statements of Comprehensive Income](index=6&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income | $43,622 | $9,200 | $33,401 | $15,448 | | Other comprehensive income (loss) | $2,164 | $(5,339) | $668 | $(4,721) | | Comprehensive income | $45,786 | $3,861 | $34,069 | $10,727 | | Comprehensive income attributable to Werner | $46,226 | $4,126 | $34,632 | $11,056 | [Consolidated Condensed Balance Sheets](index=7&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total current assets | $559,482 | $541,773 | | Property and equipment, net | $1,878,106 | $1,934,236 | | Goodwill | $129,104 | $129,104 | | Intangible assets, net | $71,372 | $76,407 | | Total assets | $2,946,375 | $3,052,237 | | Total current liabilities | $334,333 | $355,749 | | Long-term debt, net of current portion | $725,000 | $630,000 | | Total liabilities | $1,488,586 | $1,558,361 | | Total stockholders' equity | $1,420,924 | $1,455,932 | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) | Metric (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | | Net cash provided by operating activities | $75,395 | $197,657 | | Net cash used in investing activities | $(63,921) | $(119,409) | | Net cash used in financing activities | $(1,846) | $(67,768) | | Net increase in cash and cash equivalents | $10,668 | $8,725 | | Cash and cash equivalents, end of period | $51,420 | $70,448 | [Consolidated Statements of Stockholders' Equity and Temporary Equity - Redeemable Noncontrolling Interest](index=9&type=section&id=Consolidated%20Statements%20of%20Stockholders%27%20Equity%20and%20Temporary%20Equity%20-%20Redeemable%20Noncontrolling%20Interest) - Stockholders' equity decreased from **$1,455.9 million** at December 31, 2024, to **$1,420.9 million** at June 30, 2025, primarily due to common stock repurchases and dividends, partially offset by net income[17](index=17&type=chunk)[21](index=21&type=chunk) Key Changes in Stockholders' Equity (Six Months Ended June 30, 2025) | Item (in thousands) | Amount | | :------------------ | :----- | | Net income attributable to Werner | $33,964 | | Repurchases of common stock | $(55,562) | | Dividends on common stock | $(17,046) | | Non-cash equity compensation expense | $4,907 | [Notes to Consolidated Financial Statements (Unaudited)](index=12&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20(Unaudited)) This section provides unaudited consolidated financial statements, prepared under SEC and GAAP guidelines, with results not indicative of the full year - The financial statements are unaudited and prepared in accordance with SEC instructions to Form 10-Q and U.S. GAAP, reflecting all normal recurring adjustments[24](index=24&type=chunk) - Operating results for the three and six months ended June 30, 2025, are not necessarily indicative of the full year's expected results[25](index=25&type=chunk) [(1) Basis of Presentation and Recent Accounting Pronouncements](index=12&type=section&id=(1)%20Basis%20of%20Presentation%20and%20Recent%20Accounting%20Pronouncements) The interim consolidated financial statements are unaudited and prepared in accordance with SEC instructions to Form 10-Q and U.S. GAAP, reflecting normal recurring adjustments - The interim consolidated financial statements are unaudited and prepared in accordance with SEC instructions to Form 10-Q and U.S. GAAP, reflecting normal recurring adjustments[24](index=24&type=chunk) - Operating results for the three and six months ended June 30, 2025, are not necessarily indicative of the full year's expected results[25](index=25&type=chunk) - The company is evaluating ASU 2023-09 (Income Taxes) and ASU 2024-03 (Expense Disaggregation Disclosures), expecting them to impact disclosures but not results of operations, cash flows, or financial condition[27](index=27&type=chunk)[28](index=28&type=chunk) [(2) Revenue](index=13&type=section&id=(2)%20Revenue) - Revenues are recognized over time as control of promised services is transferred to customers[29](index=29&type=chunk) Revenues Disaggregated by Source (in thousands) | Revenue Source | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Truckload Transportation Services | $517,647 | $537,069 | $1,019,522 | $1,088,195 | | Werner Logistics | $221,177 | $208,912 | $416,735 | $411,394 | | Total revenues | $753,148 | $760,798 | $1,465,262 | $1,529,878 | Revenues Disaggregated by Geographic Area (in thousands) | Geographic Area | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | United States | $715,677 | $716,559 | $1,390,919 | $1,438,419 | | Mexico | $33,557 | $36,165 | $67,168 | $75,285 | | Canada | $3,914 | $8,074 | $7,175 | $16,174 | | Total revenues | $753,148 | $760,798 | $1,465,262 | $1,529,878 | [(3) Goodwill and Intangible Assets](index=14&type=section&id=(3)%20Goodwill%20and%20Intangible%20Assets) - No changes in the carrying amount of goodwill by segment for the six months ended June 30, 2025[34](index=34&type=chunk) Acquired Intangible Assets (in thousands) | Intangible Asset | June 30, 2025 Net Carrying Amount | December 31, 2024 Net Carrying Amount | | :--------------- | :-------------------------------- | :------------------------------------ | | Customer relationships | $54,180 | $58,191 | | Trade names | $17,192 | $18,216 | | Total intangible assets | $71,372 | $76,407 | - Amortization expense on intangible assets was **$2.5 million** for Q2 2025 and **$5.0 million** for 6M 2025; estimated future amortization is **$5.0 million** for the remainder of 2025 and **$10.1 million** for each of the next five fiscal years[36](index=36&type=chunk) [(4) Leases](index=14&type=section&id=(4)%20Leases) - The company primarily uses operating leases for real estate, with terms ranging from 2 to 18 years, some including renewal options[37](index=37&type=chunk) Operating Lease Information (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----- | :------------ | :---------------- | | Right-of-use assets | $44,176 | $49,599 | | Total operating lease liabilities | $46,545 | $51,758 | | Weighted-average remaining lease term | 4.58 years | 4.75 years | | Weighted-average discount rate | 4.9 % | 5.0 % | - Operating lease expense was **$6.6 million** for Q2 2025 (vs **$4.9 million** in Q2 2024) and **$13.3 million** for 6M 2025 (vs **$9.4 million** in 6M 2024)[42](index=42&type=chunk) - As a lessor, the company leases tractors and trailers, generating revenues of **$2.9 million** for Q2 2025 (vs **$2.3 million** in Q2 2024) and **$5.5 million** for 6M 2025 (vs **$4.8 million** in 6M 2024)[43](index=43&type=chunk) [(5) Fair Value](index=15&type=section&id=(5)%20Fair%20Value) - The company uses a fair value hierarchy (Level 1, 2, 3) to measure assets and liabilities, prioritizing observable inputs[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) Fair Value Hierarchy for Assets and Liabilities (in thousands) | Item | Level | June 30, 2025 | December 31, 2024 | | :--- | :---- | :------------ | :---------------- | | **Assets:** | | | | | Pay-fixed interest rate swaps | 2 | $— | $1,162 | | Equity securities | 1 | $106 | $141 | | **Liabilities:** | | | | | Pay-fixed interest rate swaps (current) | 2 | $11 | $134 | | Pay-fixed interest rate swaps (long-term) | 2 | $3,961 | $2,420 | | Contingent consideration associated with acquisition | 3 | $— | $9,315 | - The contingent earnout liability related to the Baylor Trucking, Inc. acquisition was finalized and paid in April 2025, resulting in a net favorable change of **$7.9 million** for Q2 2025 and **$7.8 million** for 6M 2025[53](index=53&type=chunk) [(6) Investments](index=17&type=section&id=(6)%20Investments) - Strategic equity investments without readily determinable fair values, primarily in MLSI, totaled **$109.9 million** at June 30, 2025 (vs **$103.9 million** at Dec 31, 2024); cumulative upward adjustments on these equity securities totaled **$64.9 million**[56](index=56&type=chunk)[57](index=57&type=chunk) - The company holds a strategic minority equity investment in an autonomous technology company, valued at **$0.1 million** at June 30, 2025[58](index=58&type=chunk) - Investment in Autotech Fund (equity method) was **$9.3 million** at June 30, 2025 (vs **$6.7 million** at Dec 31, 2024); capital contributions for 6M 2025 were **$1.76 million**, and loss from equity method investment was **$(842) thousand** for 6M 2025[60](index=60&type=chunk)[61](index=61&type=chunk) [(7) Debt and Credit Facilities](index=18&type=section&id=(7)%20Debt%20and%20Credit%20Facilities) - The company has a **$1.075 billion** unsecured credit facility maturing in December 2027, with compliance with financial covenants as of June 30, 2025[62](index=62&type=chunk)[64](index=64&type=chunk) - A new Loan Security Agreement (LSA) was entered into on March 27, 2025, providing up to **$300.0 million** (potentially **$350.0 million**) in secured borrowing collateralized by eligible receivables[67](index=67&type=chunk)[68](index=68&type=chunk) Total Debt (in thousands) | Debt Type | June 30, 2025 | December 31, 2024 | | :-------- | :------------ | :---------------- | | 2022 Credit Agreement | $430,000 | $650,000 | | LSA | $295,000 | $— | | Total debt | $725,000 | $650,000 | - Total available borrowing capacity was **$644.1 million** as of June 30, 2025, including **$639.1 million** under the 2022 Credit Agreement and **$5.0 million** under the LSA[70](index=70&type=chunk) - The company uses variable-for-fixed interest rate swap agreements to limit exposure to interest rate increases, with **$355.0 million** of variable debt effectively fixed at **5.97%** at June 30, 2025[65](index=65&type=chunk)[163](index=163&type=chunk) [(8) Commitments and Contingencies](index=20&type=section&id=(8)%20Commitments%20and%20Contingencies) - The company has committed to property and equipment purchases of approximately **$116.4 million** at June 30, 2025[73](index=73&type=chunk) - On June 27, 2025, the Texas Supreme Court reversed an adverse **$92.0 million** jury verdict from a 2014 accident, effectively ending the case in Werner's favor, resulting in a **$45.7 million** liability reversal through insurance and claims expense in Q2 2025[75](index=75&type=chunk)[76](index=76&type=chunk) - The company is involved in class action litigation regarding meal/rest breaks, unpaid wages, and unauthorized deductions, with an inability to reasonably estimate liability at this time for certain claims[77](index=77&type=chunk) [(9) Earnings Per Share](index=20&type=section&id=(9)%20Earnings%20Per%20Share) - Basic EPS is computed by dividing net income attributable to Werner by weighted average common shares outstanding; diluted EPS includes the effect of dilutive potential common shares[78](index=78&type=chunk) Earnings Per Share Calculation (in thousands, except per share amounts) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income attributable to Werner | $44,062 | $9,465 | $33,964 | $15,777 | | Weighted average common shares outstanding | 60,888 | 62,706 | 61,386 | 63,089 | | Diluted EPS | $0.72 | $0.15 | $0.55 | $0.25 | [(10) Segment Information](index=21&type=section&id=(10)%20Segment%20Information) - The company operates two reportable segments: Truckload Transportation Services (TTS) and Werner Logistics[80](index=80&type=chunk) - TTS includes Dedicated and One-Way Truckload operating segments, focusing on consumer nondurable products and specialized services; Werner Logistics provides non-asset-based transportation and logistics services through Truckload Logistics, Intermodal, and Final Mile divisions[81](index=81&type=chunk)[82](index=82&type=chunk) Segment Revenues and Operating Income (Three Months Ended June 30, 2025 vs 2024, in thousands) | Segment | 2025 Revenues | 2024 Revenues | % Change | 2025 Operating Income | 2024 Operating Income | % Change | | :------ | :------------ | :------------ | :------- | :-------------------- | :-------------------- | :------- | | TTS | $517,647 | $537,069 | (3.6)% | $64,089 | $20,998 | 205.2% | | Werner Logistics | $221,177 | $208,912 | 5.9% | $4,328 | $550 | 686.9% | Segment Revenues and Operating Income (Six Months Ended June 30, 2025 vs 2024, in thousands) | Segment | 2025 Revenues | 2024 Revenues | % Change | 2025 Operating Income | 2024 Operating Income | % Change | | :------ | :------------ | :------------ | :------- | :-------------------- | :-------------------- | :------- | | TTS | $1,019,522 | $1,088,195 | (6.3)% | $63,173 | $41,838 | 51.0% | | Werner Logistics | $416,735 | $411,394 | 1.3% | $3,853 | $(1,779) | N/A | [(11) Subsequent Events](index=25&type=section&id=(11)%20Subsequent%20Events) - In July 2025, two variable-for-fixed interest rate swap agreements with an aggregate notional amount of **$40.0 million** matured, and two new agreements with an aggregate notional amount of **$60.0 million**, maturing in July 2028, were entered into[91](index=91&type=chunk) - The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, which will impact deferred tax balances in Q3 2025; the company expects a favorable impact on cash flows due to the reinstatement of **100%** bonus depreciation for qualified property[93](index=93&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, results of operations, liquidity, and other factors, and should be read in conjunction with the 2024 Form 10-K - The MD&A summarizes financial statements from management's perspective, covering financial condition, results of operations, liquidity, and other factors[94](index=94&type=chunk) [Overview](index=26&type=section&id=Overview) - The company operates in the truckload and logistics sectors, focusing on consumer nondurable products in truckload and providing non-asset-based logistics services[95](index=95&type=chunk) - Success depends on efficient resource management, adaptability to customer demand, and capital investments in equipment or securing third-party capacity[95](index=95&type=chunk) - Key resource requirements include company drivers, independent contractors, tractors, trailers for TTS, and qualified third-party capacity for Werner Logistics; the company is self-insured for a significant portion of claims[97](index=97&type=chunk) - The operating ratio is a key industry measure for profitability, with significant variable expenses including driver salaries, fuel, and purchased transportation[99](index=99&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) [Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024](index=30&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20Three%20Months%20Ended%20June%2030%2C%202024) - Operating revenues decreased by **1.0%** to **$753.1 million**, while operating income significantly increased by **238.2%** to **$66.3 million**, with the operating margin rising to **8.8%** from **2.6%**[102](index=102&type=chunk)[107](index=107&type=chunk) - Consolidated and TTS segment operating results were positively impacted by a **$45.7 million** liability reversal from a favorable lawsuit decision and a **$7.9 million** net favorable change to the contingent earnout liability[107](index=107&type=chunk) - TTS segment revenues decreased **3.6%**, while Werner Logistics revenues increased **5.9%**; TTS operating income increased to **$64.1 million** (**12.4%** margin) from **$21.0 million** (**3.9%** margin); Werner Logistics operating income increased to **$4.3 million** (**2.0%** margin) from **$0.6 million** (**0.3%** margin)[107](index=107&type=chunk)[109](index=109&type=chunk)[113](index=113&type=chunk) - Trucking revenues, net of fuel surcharge, decreased **1.6%** due to a **1.8%** decrease in average tractors in service; TTS average revenues per tractor per week, net of fuel surcharge, increased **0.3%**[109](index=109&type=chunk) - Fuel expense decreased **16.1%** due to lower average diesel fuel prices and fewer company tractor miles; insurance and claims expense decreased **121.4%** primarily due to the **$45.7 million** liability reversal[118](index=118&type=chunk)[124](index=124&type=chunk) - Rent and purchased transportation expense increased **8.5%**, driven by higher logistics revenues and more independent contractor miles in TTS, shifting costs from other categories[129](index=129&type=chunk)[130](index=130&type=chunk) - Other operating expenses decreased **288.0%** primarily due to the **$7.9 million** favorable change in contingent earnout liability and higher gains on sales of property and equipment[102](index=102&type=chunk)[132](index=132&type=chunk) [Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024](index=34&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20Six%20Months%20Ended%20June%2030%2C%202024) - Operating revenues decreased by **4.2%** to **$1,465.3 million**, while operating income increased by **71.8%** to **$60.5 million**, with the operating margin rising to **4.1%** from **2.3%**[102](index=102&type=chunk)[136](index=136&type=chunk) - TTS segment revenues decreased **6.3%**, primarily due to a **4.3%** decrease in average tractors in service and a **0.5%** decrease in average revenues per tractor per week; Werner Logistics revenues increased **1.3%** due to higher volumes in Truckload Logistics[136](index=136&type=chunk) - Salaries, wages and benefits decreased **6.0%** due to fewer company tractor miles, decreased non-driver pay, and lower benefit costs; fuel expense decreased **17.5%** due to lower average diesel fuel prices and fewer company tractor miles[138](index=138&type=chunk)[139](index=139&type=chunk) - Insurance and claims decreased **45.8%** primarily due to the **$45.7 million** liability reversal from the favorable lawsuit decision[141](index=141&type=chunk) - Rent and purchased transportation expense increased due to higher logistics revenues and more independent contractor miles in TTS; other operating expenses decreased due to the favorable contingent earnout liability change and higher gains on equipment sales[143](index=143&type=chunk)[144](index=144&type=chunk) - Net interest expense increased **$1.0 million** due to replacing lower-cost debt with higher-cost debt and an increase in average debt outstanding[145](index=145&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) - The company's financial position is strong with **$51.4 million** in cash and cash equivalents and **$1.4 billion** in stockholders' equity as of June 30, 2025[149](index=149&type=chunk) - Total available borrowing capacity was **$644.1 million** under existing credit facilities[149](index=149&type=chunk) - Net cash provided by operating activities decreased by **$122.3 million** to **$75.4 million** for the six months ended June 30, 2025, primarily due to working capital changes[151](index=151&type=chunk) - Net capital expenditures guidance for full-year 2025 was adjusted down to a range of **$145 million** to **$185 million** (from **$185 million**-**$235 million**), driven by a higher inventory of new tractors and a shift to a more asset-light operational mix[152](index=152&type=chunk) - Financing activities for 6M 2025 included **$75.0 million** in net debt borrowings, **$17.3 million** in dividends, and **$55.6 million** in stock repurchases (**2,113,007** shares)[153](index=153&type=chunk)[154](index=154&type=chunk) [Regulations](index=37&type=section&id=Regulations) - California voluntarily withdrew the Advanced Clean Fleets (ACF) waiver request, and Congress rescinded previously granted waivers for Advanced Clean Trucks (ACT), creating uncertainty for these regulations[156](index=156&type=chunk) - The rescission of these waivers could potentially impact tractor prices, availability, performance, and efficiency[156](index=156&type=chunk) [Critical Accounting Estimates](index=38&type=section&id=Critical%20Accounting%20Estimates) - Estimates of accrued liabilities for insurance and claims for bodily injury and property damage are a critical accounting estimate[159](index=159&type=chunk) - There have been no material changes to critical accounting estimates from those discussed in the 2024 Form 10-K[159](index=159&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses the company's exposure to market risks from changes in commodity prices (diesel fuel), foreign currency exchange rates (primarily Mexican Peso), and interest rates - The company is exposed to commodity price risk from diesel fuel fluctuations, recovering a majority but not all increases through fuel surcharges; no derivative financial instruments were used for fuel price hedging as of June 30, 2025[161](index=161&type=chunk) - Foreign currency exchange rate risk primarily relates to changes in the value of revenue equipment owned by a Mexican subsidiary, with most foreign revenues denominated in U.S. Dollars[162](index=162&type=chunk) - Interest rate risk is managed through a mix of variable interest rate debt and interest rate swap agreements; a hypothetical one-percentage point increase in SOFR and commercial paper rate would increase interest expense by approximately **$3.5 million** for the next 12 months[163](index=163&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures, concluding they are effective at a reasonable assurance level - Disclosure controls and procedures were evaluated and deemed effective at a reasonable assurance level as of June 30, 2025[164](index=164&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the most recent fiscal quarter[166](index=166&type=chunk) [PART II – OTHER INFORMATION](index=39&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 8 in the Notes to Consolidated Financial Statements for information regarding legal proceedings - Information regarding legal proceedings is detailed in Note 8 of the Consolidated Financial Statements[169](index=169&type=chunk) [Item 1A. Risk Factors](index=39&type=page&id=Item%201A.%20Risk%20Factors) This section advises readers to consider the risk factors discussed in the 2024 Form 10-K, noting no material changes from those previously disclosed - Readers should carefully consider risk factors from the 2024 Form 10-K, with no material changes reported in this period[170](index=170&type=chunk)[171](index=171&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details the company's stock repurchase program, including shares purchased during the second quarter of 2025 - The company has a stock repurchase program authorized for up to **5,000,000** shares, with **1,783,342** shares remaining available as of June 30, 2025[172](index=172&type=chunk) Issuer Purchases of Equity Securities (Second Quarter 2025) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | | :----- | :------------------------------- | :--------------------------- | :----------------------------------------------------------------------------- | :----------------------------------------------------------------------------- | | April 1-30, 2025 | — | $— | — | 3,896,349 | | May 1-31, 2025 | 1,729,868 | $25.83 | 1,729,868 | 2,166,481 | | June 1-30, 2025 | 383,139 | $27.02 | 383,139 | 1,783,342 | | Total | 2,113,007 | $26.05 | 2,113,007 | | [Item 5. Other Information](index=40&type=section&id=Item%205.%20Other%20Information) This section states that no Company director or officer adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the second quarter of 2025 - No Company director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during Q2 2025[176](index=176&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including certifications, financial statements in iXBRL, and the cover page - The report includes various exhibits, such as Restated Articles of Incorporation, Revised and Restated By-Laws, CEO/CFO certifications (302 and 906), and unaudited financial information in iXBRL format[177](index=177&type=chunk)