Werner Enterprises(WERN) - 2025 Q2 - Quarterly Results

Executive Summary & Financial Highlights Werner Enterprises reported strong Q2 2025 operational improvements and significant GAAP financial gains, driven by non-GAAP adjustments, while adjusted metrics showed declines Second Quarter 2025 Overview Werner Enterprises reported significant operational and strategic improvements in Q2 2025 compared to Q1, with continued strength in Dedicated Truckload, increased One-Way Truckload revenue per mile, and growth in Logistics revenue and operating margin. The company focused on cost containment and leveraging technology - Second quarter results showed significant improvement over the first quarter, with operational and strategic progress across the business[2] - Strength in Dedicated continued with new fleet implementations[2] - One-Way Truckload revenue per total mile increased for the fourth consecutive quarter due to contractual rate changes and consistent mix[2] - Logistics posted year-over-year revenue growth, solid operating income, and margin expansion through disciplined cost management and increased volumes[2] Consolidated Financial Performance Consolidated total revenues decreased slightly year-over-year, primarily due to a decline in Truckload Transportation Services (TTS) revenues, partially offset by Logistics growth. However, GAAP operating income and net income saw substantial increases, largely driven by significant non-GAAP adjustments. Non-GAAP adjusted figures showed a decline in operating income, net income, and EPS | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Y/Y Change | Y/Y Change (%) | | :-------------------------------- | :------------------ | :------------------ | :--------- | :------------- | | Total Revenues | $753.1 | $760.8 | ($7.7) | (1)% | | TTS Revenues | $517.6 | $537.1 | ($19.4) | (4)% | | Logistics Revenues | $221.2 | $208.9 | $12.3 | 6% | | Operating Income (GAAP) | $66.3 | $19.6 | $46.7 | 238% | | Operating Margin (GAAP) | 8.8% | 2.6% | 620 bps | - | | Adjusted Operating Income (Non-GAAP) | $16.6 | $21.3 | ($4.7) | (22)% | | Adjusted Operating Margin (Non-GAAP) | 2.2% | 2.8% | (60) bps | - | | Net Income Attributable to Werner (GAAP) | $44.1 | $9.5 | $34.6 | 366% | | Diluted EPS (GAAP) | $0.72 | $0.15 | $0.57 | 380% | | Adjusted Net Income Attributable to Werner (Non-GAAP) | $6.6 | $10.7 | ($4.1) | (38)% | | Adjusted Diluted EPS (Non-GAAP) | $0.11 | $0.17 | ($0.06) | (36)% | - Net of trucking fuel surcharge revenues, consolidated total revenues increased $7.1 million, or 1%, during the quarter[2] - Net interest expense increased $0.6 million primarily due to an increase in average debt outstanding[6] - The effective income tax rate increased to 26.2% from 24.2% in Q2 2024 due to differences in discrete income tax items[6] Non-GAAP Adjustments Key non-GAAP adjustments to operating income in Q2 2025 included a $45.7 million reversal of a liability related to a favorable Texas Supreme Court ruling on a truck accident verdict, a $7.9 million reversal of an earnout provision for the Baylor Trucking acquisition, and $1.3 million in severance expense from recent cost actions - Texas Supreme Court Ruling Reversal: A $45.7 million net liability reversal related to a favorable Texas Supreme Court ruling, dismissing a $90 million truck accident verdict from 2018. This benefit is included in insurance and claims expense[4] - Baylor Trucking Earnout Reversal: A $7.9 million liability reversal related to an earnout provision for the October 2022 Baylor Trucking acquisition, settled during the quarter. This reversal is included in other operating expenses[4][5] - Severance Expense: $1.3 million in severance expense from recent cost actions, included in salaries, wages, and benefits expense[5] - Net gains on strategic investments were $0.7 million in Q2 2025, compared to losses of $0.2 million in Q2 2024. These are adjusted out for non-GAAP net income and EPS[7] Key Consolidated Financial Metrics The table below summarizes key consolidated financial metrics for the three and six months ended June 30, 2025, compared to the prior year, highlighting both GAAP and non-GAAP adjusted figures | (In thousands, except per share amounts) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Y/Y Change | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Y/Y Change | | :--------------------------------------- | :------------------------------- | :------------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Total revenues | $753,148 | $760,798 | (1)% | $1,465,262 | $1,529,878 | (4)% | | Truckload Transportation Services revenues | $517,647 | $537,069 | (4)% | $1,019,522 | $1,088,195 | (6)% | | Werner Logistics revenues | $221,177 | $208,912 | 6 % | $416,735 | $411,394 | 1 % | | Operating income | $66,321 | $19,611 | 238 % | $60,489 | $35,199 | 72 % | | Operating margin | 8.8 % | 2.6 % | 620 bps | 4.1 % | 2.3 % | 180 bps | | Net income attributable to Werner | $44,062 | $9,465 | 366 % | $33,964 | $15,777 | 115 % | | Diluted earnings per share | $0.72 | $0.15 | 380 % | $0.55 | $0.25 | 121 % | | Adjusted operating income (1) | $16,555 | $21,269 | (22)% | $14,752 | $39,860 | (63)% | | Adjusted operating margin (1) | 2.2 % | 2.8 % | (60) bps | 1.0 % | 2.6 % | (160) bps | | Adjusted net income (loss) attributable to Werner (1) | $6,600 | $10,668 | (38)% | ($733) | $19,203 | (104)% | | Adjusted diluted earnings (loss) per share (1) | $0.11 | $0.17 | (36)% | ($0.01) | $0.30 | (104)% | Segment Performance Werner Enterprises' TTS segment saw revenue decline but GAAP operating income surge, while Logistics achieved revenue growth and significant operating income and margin expansion Truckload Transportation Services (TTS) Segment The TTS segment experienced a revenue decrease, primarily due to lower fuel surcharge revenues, but saw a significant increase in GAAP operating income. Non-GAAP adjusted operating income declined, impacted by elevated insurance, fuel costs, and Dedicated fleet start-up expenses. Dedicated fleet size increased sequentially, driven by new fleet implementations | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Y/Y Change (%) | | :--------------------------------------- | :------------------ | :------------------ | :------------- | | Revenues | $517.6 | $537.1 | (4)% | | Trucking revenues, net of fuel surcharge | - | - | (2)% | | Operating Income (GAAP) | $64.1 | $21.0 | 205% | | Adjusted Operating Income (Non-GAAP) | $12.8 | $23.3 | (45)% | - TTS adjusted operating income decreased $10.6 million, entirely due to an $8.5 million increase in insurance and claims expense (excluding the accident lawsuit reversal), net impact of change in fuel, and expense associated with new fleet implementations in Dedicated[12] - Without the impact from elevated insurance, fuel, and Dedicated start-ups, TTS adjusted operating income would have increased $2 million[13] - Dedicated experienced a net reduction in average trucks, down 0.9% year over year, but quarter-end fleet size was up 1.3% year over year and 1.1% sequentially - Dedicated average revenues per truck per week, net of fuel surcharge, increased 0.2% - One-Way revenues per total mile, net of fuel surcharge, increased 2.7% year over year[13] Key Truckload Transportation Services Segment Financial Metrics This table provides a detailed breakdown of TTS segment revenues, operating income, and margins for the three and six months ended June 30, 2025 and 2024, including adjusted figures | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Y/Y Change | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Y/Y Change | | :--------------------------------------- | :------------------------------- | :------------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Trucking revenues, net of fuel surcharge | $450,903 | $458,140 | (2)% | $883,976 | $928,019 | (5)% | | Trucking fuel surcharge revenues | $55,201 | $69,966 | (21)% | $112,841 | $142,949 | (21)% | | Total revenues | $517,647 | $537,069 | (4)% | $1,019,522 | $1,088,195 | (6)% | | Operating income | $64,089 | $20,998 | 205 % | $63,173 | $41,838 | 51 % | | Operating margin | 12.4 % | 3.9 % | 850 bps | 6.2 % | 3.8 % | 240 bps | | Operating ratio | 87.6 % | 96.1 % | (850) bps | 93.8 % | 96.2 % | (240) bps | | Adjusted operating income (1) | $12,775 | $23,338 | (45)% | $14,739 | $46,032 | (68)% | | Adjusted operating margin (1) | 2.5 % | 4.3 % | (180) bps | 1.4 % | 4.2 % | (280) bps | | Adjusted operating margin, net of fuel surcharge (1) | 2.8 % | 5.0 % | (220) bps | 1.6 % | 4.9 % | (330) bps | Werner Logistics Segment The Logistics segment achieved a 6% revenue increase and a substantial 687% increase in GAAP operating income, alongside significant margin expansion. All sub-segments contributed to growth, with Truckload Logistics leading the way, Intermodal reaching its highest operating income in two years, and Final Mile showing sequential improvement | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Y/Y Change (%) | | :--------------------------------------- | :------------------ | :------------------ | :------------- | | Revenues | $221.2 | $208.9 | 6% | | Operating Income (GAAP) | $4.3 | $0.6 | 687% | | Operating Margin (GAAP) | 2.0% | 0.3% | 170 bps | | Adjusted Operating Income (Non-GAAP) | $5.9 | $1.7 | 246% | | Adjusted Operating Margin (Non-GAAP) | 2.7% | 0.8% | 190 bps | - Truckload Logistics (77% of Logistics revenues): Revenues increased $13.9 million, or 9%, driven by a 7% increase in shipments and gross margin expansion. PowerLink revenue was up 17%, and traditional brokerage recorded mid-single digit growth[15] - Intermodal (13% of Logistics revenues): Revenues increased $0.7 million, or 3%, due to 7% more shipments, despite a 4% decrease in revenue per shipment. Q2 2025 was the highest operating income quarter for intermodal in two years[18] - Final Mile (10% of Logistics revenues): Revenues decreased $2.4 million, or 10% year-over-year, but increased 7% sequentially[18] Key Werner Logistics Segment Financial Metrics This table details the Werner Logistics segment's financial performance, including revenues, expenses, operating income, and margins for the three and six months ended June 30, 2025 and 2024 | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Y/Y Change | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Y/Y Change | | :--------------------------------------- | :------------------------------- | :------------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Total revenues | $221,177 | $208,912 | 6 % | $416,735 | $411,394 | 1 % | | Purchased transportation expense | $188,326 | $177,066 | 6 % | $355,484 | $349,553 | 2 % | | Other operating expenses | $28,523 | $31,296 | (9)% | $57,398 | $63,620 | (10)% | | Total operating expenses | $216,849 | $208,362 | 4 % | $412,882 | $413,173 | 0 % | | Operating income (loss) | $4,328 | $550 | 687 % | $3,853 | ($1,779) | (317)% | | Operating margin | 2.0 % | 0.3 % | 170 bps | 0.9 % | (0.4 %) | 130 bps | | Adjusted operating income (1) | $5,876 | $1,698 | 246 % | $6,550 | $518 | 1,164 % | | Adjusted operating margin (1) | 2.7 % | 0.8 % | 190 bps | 1.6 % | 0.1 % | 150 bps | Financial Position & Capital Allocation Werner Enterprises maintained a strong balance sheet with substantial liquidity, while strategically reducing capital expenditures and increasing share repurchases Cash Flow and Capital Expenditures Cash flow from operations decreased significantly year-over-year, while net capital expenditures also saw a notable reduction. The company continues to prioritize reinvestment in modern equipment and technology, maintaining a low-age fleet for improved driver experience, maintenance, safety, and fuel efficiency. Gains on property and equipment sales increased, despite fewer units sold | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Y/Y Change (%) | | :-------------------------- | :------------------ | :------------------ | :------------- | | Cash flow from operations | $46.0 | $109.1 | (58)% | | Net capital expenditures | $65.6 | $99.2 | (34)% | | Gains on sales of property and equipment | $5.9 | $2.7 | 119% | - Average ages of truck and trailer fleets were 2.4 years and 5.5 years, respectively, as of June 30, 2025[21] - Sold 54% fewer tractors and 60% fewer trailers year over year, but realized much higher average unit gains[22] Balance Sheet and Liquidity As of June 30, 2025, Werner Enterprises maintained a strong financial position with $51 million in cash and cash equivalents, $1.4 billion in stockholders' equity, and total debt of $725 million. The company reported $695 million in available liquidity | Metric (as of June 30, 2025) | Amount (Millions) | | :----------------------------- | :----------------- | | Cash and cash equivalents | $51 | | Stockholders' equity | $1,400 | | Total debt outstanding | $725 | | Available liquidity | $695 | Share Repurchases During Q2 2025, the company repurchased 2.1 million shares of common stock for $55.0 million, at an average price of $26.05 per share. As of June 30, 2025, 1.8 million shares remained under the share repurchase authorization - Repurchased 2.1 million shares of common stock for $55.0 million (excluding excise taxes)[23] - Average repurchase price was $26.05 per share[23] - 1.8 million shares remained under the share repurchase authorization as of June 30, 2025[23] 2025 Guidance Werner Enterprises updated its 2025 guidance, adjusting the annual TTS truck count and net capital expenditures. Dedicated RPTPW growth and One-Way Truckload RPTM growth guidance remained consistent, while the effective income tax rate guidance was reaffirmed | Metric | Prior Guidance (as of 4/29/25) | Actual (as of 6/30/25) | New Guidance (as of 7/29/25) | | :--------------------------------------- | :----------------------------- | :--------------------- | :--------------------------- | | TTS truck count (annual) | 1% to 5% | 1.3% (YTD25) | 1% to 4% | | Net capital expenditures (annual) | $185M to $235M | $58M (YTD25) | $145M to $185M | | Dedicated RPTPW* growth (annual) | 0% to 3% | (0.1)% (1H25 vs. 1H24) | 0% to 3% | | One-Way Truckload RPTM* growth (2Q25 vs. 2Q24) | 0% to 3% | 2.7% | 0% to 3% (3Q25 vs. 3Q24) | | Effective income tax rate (annual) | 25.0% to 26.0% | 26.9% (YTD25) | 25.0% to 26.0% | * Net of fuel surcharge revenues | | | | Company Information This section provides details on Werner Enterprises' Q2 2025 earnings conference call, an overview of the company's services and financial scale, and a disclaimer regarding forward-looking statements Conference Call Details Werner Enterprises will host a conference call on July 29, 2025, at 4:00 p.m. CT to discuss Q2 2025 earnings. Details for live webcast, dial-in, and replay are provided - Conference call to discuss Q2 2025 earnings on July 29, 2025, at 4:00 p.m. CT[26] - Live webcast and accompanying slide presentation available at werner.com in the 'Investors' section under 'News & Events' and then 'Events Calendar'[26] - Replay available from July 29, 2025, at 6:00 p.m. CT through August 29, 2025, via dial-in or webcast[27] About Werner Enterprises Werner Enterprises, Inc. (Nasdaq: WERN) is a premier transportation and logistics provider offering truckload transportation and logistics services across North America. With 2024 revenues of $3.0 billion, the company operates a modern fleet and leverages innovative technology to provide essential supply chain solutions - Werner Enterprises (Nasdaq: WERN) provides truckload transportation and logistics services in the US, Mexico, and Canada[27] - Reported 2024 revenues of $3.0 billion[27] - Services include Dedicated and One-Way Truckload, as well as Logistics services like truckload brokerage, freight management, intermodal, and final mile[27] Forward-Looking Statements The press release contains forward-looking statements based on current management information, subject to risks and uncertainties detailed in SEC filings. The company disclaims any duty to update or revise these statements - Press release may contain forward-looking statements, based on information presently available to management and current only as of the date made[27] - Actual results could differ materially due to various factors, including those discussed in the Company's latest 10-K and 10-Q reports[27] - The Company assumes no duty or obligation to update or revise any forward-looking statement[28] Detailed Financial Statements This section presents Werner Enterprises' consolidated income statement, condensed balance sheet, and supplemental cash flow and performance metrics for Q2 2025 and prior periods Consolidated Income Statement The consolidated income statement provides a detailed breakdown of revenues, operating expenses, and other income/expenses for the three and six months ended June 30, 2025 and 2024. It shows the significant impact of the insurance and claims reversal on operating expenses and income | (In thousands, except per share amounts) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating revenues | $753,148 | $760,798 | $1,465,262 | $1,529,878 | | Salaries, wages and benefits | $250,451 | $259,754 | $493,676 | $525,157 | | Fuel | $60,401 | $71,998 | $123,493 | $149,620 | | Insurance and claims | ($6,813) | $31,897 | $36,964 | $68,259 | | Rent and purchased transportation | $228,280 | $210,417 | $434,422 | $414,342 | | Total operating expenses | $686,827 | $741,187 | $1,404,773 | $1,494,679 | | Operating income | $66,321 | $19,611 | $60,489 | $35,199 | | Income before income taxes | $59,090 | $12,131 | $45,702 | $21,446 | | Net income attributable to Werner | $44,062 | $9,465 | $33,964 | $15,777 | | Diluted earnings per share | $0.72 | $0.15 | $0.55 | $0.25 | Condensed Balance Sheet The condensed balance sheet presents the company's financial position as of June 30, 2025, and December 31, 2024. Key changes include an increase in cash and accounts receivable, a decrease in property and equipment (net), and a significant reduction in long-term insurance and claims accruals due to the Texas Supreme Court ruling reversal | (In thousands) | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------------------------------------------------------- | :-------------------------- | :------------------ | | ASSETS | | | | Cash and cash equivalents | $51,420 | $40,752 | | Accounts receivable, trade, net | $420,538 | $391,684 | | Total current assets | $577,536 | $541,773 | | Property and equipment, net | $1,878,106 | $1,934,236 | | Total assets | $2,964,429 | $3,052,237 | | LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY | | | | Accounts payable | $129,181 | $112,429 | | Insurance and claims accruals (current) | $103,189 | $93,710 | | Total current liabilities | $331,673 | $355,749 | | Long-term debt, net of current portion | $725,000 | $630,000 | | Insurance and claims accruals, net of current portion | $114,716 | $236,923 | | Total liabilities | $1,506,640 | $1,558,361 | | Total stockholders' equity | $1,420,924 | $1,455,932 | | Total liabilities, temporary equity and stockholders' equity | $2,964,429 | $3,052,237 | - The reversal of a $79.2 million receivable and corresponding liability related to the Texas Supreme Court's verdict significantly impacted 'Other non-current assets' and 'Insurance and claims accruals, net of current portion'[33] Supplemental Cash Flow and Performance Metrics Supplemental information highlights cash flow from operations, net capital expenditures, and annualized return on assets and equity for the three and six months ended June 30, 2025 and 2024. While cash flow from operations decreased, return on assets and equity saw substantial increases year-over-year for Q2 2025 | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Capital expenditures (proceeds), net | $65,628 | $99,161 | $58,062 | $118,196 | | Cash flow from operations | $46,025 | $109,072 | $75,395 | $197,657 | | Return on assets (annualized) | 5.9 % | 1.2 % | 2.2 % | 1.0 % | | Return on equity (annualized) | 11.9 % | 2.4 % | 4.5 % | 2.0 % | Segment Financial and Operating Statistics This section provides detailed financial and operating statistics for Werner Enterprises' TTS and Logistics segments, including revenues, operating income, fleet metrics, and efficiency measures Segment Revenues and Operating Income This section provides a breakdown of revenues and operating income (loss) by segment for the three and six months ended June 30, 2025 and 2024. TTS revenues decreased while Logistics revenues increased, and both segments showed significant improvements in operating income | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | | | | | | Truckload Transportation Services | $517,647 | $537,069 | $1,019,522 | $1,088,195 | | Werner Logistics | $221,177 | $208,912 | $416,735 | $411,394 | | Other (1) | $18,439 | $17,467 | $36,662 | $36,420 | | Corporate | $634 | $613 | $1,155 | $1,203 | | Total | $753,148 | $760,798 | $1,465,262 | $1,529,878 | | Operating Income (Loss) | | | | | | Truckload Transportation Services | $64,089 | $20,998 | $63,173 | $41,838 | | Werner Logistics | $4,328 | $550 | $3,853 | ($1,779) | | Other (1) | ($39) | ($966) | ($448) | ($1,175) | | Corporate | ($2,057) | ($971) | ($6,089) | ($3,685) | | Total | $66,321 | $19,611 | $60,489 | $35,199 | (1) Other includes driver training schools, transportation-related activities, and other business activities. Operating Statistics by Segment Operating statistics for TTS and Logistics segments show changes in fleet size, revenues per truck per week, empty miles, and trip length. TTS experienced a slight decrease in average trucks but an increase in total trucks at quarter-end, with Dedicated fleet growing. Logistics also saw an increase in average and total trucks, as well as trailers and containers | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | % Chg | | :--------------------------------------- | :------------------------------- | :------------------------------- | :---- | | Truckload Transportation Services segment | | | | | Average trucks in service | 7,489 | 7,630 | (1.8)% | | Average revenues per truck per week (1) | $4,632 | $4,619 | 0.3 % | | Total trucks (at quarter end) | 7,545 | 7,460 | 1.1 % | | Total trailers (at quarter end) | 24,660 | 26,965 | (8.5)% | | One-Way Truckload | | | | | Average % change YOY in revenues per total mile (1) | 2.7 % | (2.7)% | - | | Average % change YOY in total miles per truck per week | (2.3)% | 10.8 % | - | | Dedicated | | | | | Average trucks in service | 4,855 | 4,901 | (0.9)% | | Total trucks (at quarter end) | 4,890 | 4,825 | 1.3 % | | Average revenues per truck per week (1) | $4,542 | $4,534 | 0.2 % | | Werner Logistics segment | | | | | Average trucks in service | 28 | 22 | 27.3 % | | Total trucks (at quarter end) | 23 | 21 | 9.5 % | | Total trailers (at quarter end) | 3,650 | 3,350 | 9.0 % | | Total containers (at quarter end) | 200 | — | N/A | (1) Net of fuel surcharge revenues Non-GAAP Financial Measures and Reconciliations This section explains Werner Enterprises' use of non-GAAP financial measures and provides detailed reconciliations to their GAAP equivalents for consolidated and segment-specific results Overview of Non-GAAP Measures Werner Enterprises provides non-GAAP financial measures to offer a more useful comparison of period-to-period performance by excluding items not reflective of core operations. These measures are supplemental to GAAP results and are not intended as substitutes, acknowledging potential limitations in comparability with other companies - Non-GAAP financial measures are provided to offer a more useful comparison of performance from period to period by excluding items not reflecting core operating performance[41] - These measures are supplemental to GAAP results and should not be considered in isolation or as substitutes for comparable GAAP measures[41] - Management primarily relies on GAAP results and uses non-GAAP measures on a supplemental basis, acknowledging limitations in comparability if other companies define these measures differently[41][42] Consolidated Non-GAAP Reconciliations This section reconciles consolidated GAAP operating income and net income to their non-GAAP adjusted counterparts for the three and six months ended June 30, 2025 and 2024. Key adjustments include insurance and claims, amortization of intangible assets, contingent consideration, severance expense, and gain on sale of real estate, along with their income tax effects | (In thousands, except per share amounts) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating income (GAAP) | $66,321 | $19,611 | $60,489 | $35,199 | | Non-GAAP adjustments: | | | | | | Insurance and claims (2) | ($45,662) | $971 | ($44,151) | $1,456 | | Amortization of intangible assets (3) | $2,517 | $2,517 | $5,035 | $5,035 | | Contingent consideration adjustment (4) | ($7,921) | — | ($7,921) | — | | Severance expense (5) | $1,300 | — | $1,300 | — | | Gain on sale of real estate (6) | — | ($1,830) | — | ($1,830) | | Non-GAAP adjusted operating income | $16,555 | $21,269 | $14,752 | $39,860 | | Net income attributable to Werner (GAAP) | $44,062 | $9,465 | $33,964 | $15,777 | | Non-GAAP adjustments (net of tax effect) | ($37,462) | $1,203 | ($34,697) | $16,574 | | Non-GAAP adjusted net income (loss) attributable to Werner | $6,600 | $10,668 | ($733) | $19,203 | | Non-GAAP adjusted diluted earnings (loss) per share | $0.11 | $0.17 | ($0.01) | $0.30 | TTS Segment Non-GAAP Reconciliations This section provides reconciliations for the TTS segment's GAAP operating income and operating expenses to their non-GAAP adjusted figures, including adjustments for insurance and claims, amortization, contingent consideration, and severance. It also presents adjusted operating revenues, expenses, and margins net of fuel surcharge | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating income (GAAP) | $64,089 | $20,998 | $63,173 | $41,838 | | Non-GAAP adjustments: | | | | | | Insurance and claims (2) | ($45,662) | $971 | ($44,151) | $1,456 | | Amortization of intangible assets (3) | $1,369 | $1,369 | $2,738 | $2,738 | | Contingent consideration adjustment (4) | ($7,921) | — | ($7,921) | — | | Severance expense (5) | $900 | — | $900 | — | | Non-GAAP adjusted operating income | $12,775 | $23,338 | $14,739 | $46,032 | | Operating expenses (GAAP) | $453,558 | $516,071 | $956,349 | $1,046,357 | | Non-GAAP adjusted operating expenses | $504,872 | $513,731 | $1,004,783 | $1,042,163 | | Operating revenues, net of fuel surcharge (Non-GAAP) | $462,446 | $467,103 | $906,681 | $945,246 | | Non-GAAP adjusted operating margin, net of fuel surcharge | 2.8 % | 5.0 % | 1.6 % | 4.9 % | | Non-GAAP adjusted operating ratio, net of fuel surcharge | 97.2 % | 95.0 % | 98.4 % | 95.1 % | Logistics Segment Non-GAAP Reconciliations This section reconciles the Logistics segment's GAAP operating revenues and operating income to their non-GAAP adjusted figures. Adjustments include purchased transportation expense, amortization of intangible assets, and severance expense, providing a clearer view of the segment's core performance | (In thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating revenues (GAAP) | $221,177 | $208,912 | $416,735 | $411,394 | | Non-GAAP adjustment: | | | | | | Purchased transportation expense (11) | ($188,326) | ($177,066) | ($355,484) | ($349,553) | | Non-GAAP adjusted operating revenues, less purchased transportation expense | $32,851 | $31,846 | $61,251 | $61,841 | | Operating income (loss) (GAAP) | $4,328 | $550 | $3,853 | ($1,779) | | Non-GAAP adjustments: | | | | | | Amortization of intangible assets (3) | $1,148 | $1,148 | $2,297 | $2,297 | | Severance expense (5) | $400 | — | $400 | — | | Non-GAAP adjusted operating income | $5,876 | $1,698 | $6,550 | $518 | | Non-GAAP adjusted operating margin | 2.7 % | 0.8 % | 1.6 % | 0.1 % | Notes to Non-GAAP Reconciliations This section provides detailed explanations for each non-GAAP adjustment, including the reversal of insurance and claims expense related to a lawsuit, amortization of intangible assets, contingent consideration adjustments, severance expense, gains on real estate sales, mark-to-market adjustments for equity investments, equity method investment earnings/losses, income tax effects, and the netting of fuel surcharge revenues against fuel expenses, and purchased transportation expense from Logistics revenues - Insurance and claims (2): Excludes the effect of a $45.7 million reversal of accrued pre-tax insurance and claims expense for interest related to a previously disclosed adverse jury verdict, which was reversed in Q2 2025[47] - Amortization of intangible assets (3): Excluded as it is not indicative of core operating performance[48] - Contingent consideration adjustment (4): Excluded as it is not indicative of core operating performance[49] - Severance expense (5): Excluded as it is not indicative of core operating performance[50] - Gain on sale of real estate (6): Excludes a $1.8 million net pre-tax gain from the sale of two parcels of real estate in Q2 2024, considered unusual and infrequent[51] - Loss on investments in equity securities (7): Represents non-operating mark-to-market adjustments for gains/losses on minority equity investments[52] - Loss (earnings) from equity method investment (8): Represents earnings/losses from equity method investments[53] - Income tax effect of above adjustments (9): Calculated using the incremental income tax rate excluding discrete items[54] - Trucking fuel surcharge (10): Netting fuel surcharge revenues against fuel expenses provides a more consistent basis for comparing results, as fuel surcharges are generally volatile[55] - Purchased transportation expense (11): Excluded from Werner Logistics operating revenues to provide a useful measurement of the ability to source and sell third-party services[56]