wern-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


[Mark			one]
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-14690

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nebraska

47-0648386

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

14507 Frontier Road

Post Office Box 45308

Omaha

Nebraska

68145-0308

(Address of principal executive offices)

(Zip Code)

(402) 895-6640

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

WERN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large Accelerated Filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 1, 2025, 61,751,914 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.

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WERNER ENTERPRISES, INC.

INDEX


		PAGE
PART I – FINANCIAL INFORMATION
	Cautionary Note Regarding Forward-Looking Statements	3
Item 1.	Financial Statements:	4
	Consolidated Statements of Income for the Three Months Ended March 31, 2025 and 2024	4
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 3 1 , 202 5 and 202 4	5
	Consolidated Condensed Balance Sheets as of March 3 1 , 202 5 and December 31, 202 4	6
	Consolidated Statements of Cash Flows for the Three Months Ended March 3 1 , 202 5 and 202 4	7
	Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the Three Months Ended March 3 1 , 202 5 and 202 4	8
	Notes to Consolidated Financial Statements (Unaudited) as of March 3 1 , 202 5	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	30
Item 5.	Other Information	31
Item 6.	Exhibits	32

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PART I

FINANCIAL INFORMATION

Cautionary Note Regarding Forward-Looking Statements:

This Quarterly Report on Form 10-Q contains historical information and forward-looking statements based on information currently available to our management. The forward-looking statements in this report, including those made in Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of Part I, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These safe harbor provisions encourage reporting companies to provide prospective information to investors. Forward-looking statements can be identified by the use of certain words, such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project” and other similar terms and language. We believe the forward-looking statements are reasonable based on currently available information. However, forward-looking statements involve risks, uncertainties and assumptions, whether known or unknown, that could cause our actual results, business, financial condition and cash flows to differ materially from those anticipated in the forward-looking statements. A discussion of important factors relating to forward-looking statements is included in Part I, Item 1A (Risk Factors) of our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). Readers should not unduly rely on the forward-looking statements included in this Form 10-Q because such statements speak only to the date they were made. Unless otherwise required by applicable securities laws, we undertake no obligation or duty to update or revise any forward-looking statements contained herein to reflect subsequent events or circumstances or the occurrence of unanticipated events.

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Item 1. Financial Statements.

WERNER ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended March 31,
(In thousands, except per share amounts)	2025		2024
Operating revenues	$	712,114	$	769,080
Operating expenses:
Salaries, wages and benefits	243,225		265,403
Fuel	63,092		77,622
Supplies and maintenance	60,040		61,775
Taxes and licenses	22,344		25,164
Insurance and claims	43,777		36,362
Depreciation and amortization	70,049		74,270
Rent and purchased transportation	206,142		203,925
Communications and utilities	4,357		4,706
Other	4,920		4,265
Total operating expenses	717,946		753,492
Operating income (loss)	(5,832)		15,588
Other expense (income):
Interest expense	9,537		7,948
Interest income	(1,492)		(1,685)
Loss on investments in equity securities	2		138
Loss (earnings) from equity method investment	(123)		133
Other	(368)		(261)
Total other expense, net	7,556		6,273
Income (loss) before income taxes	(13,388)		9,315
Income tax expense (benefit)	(3,167)		3,067
Net income (loss)	(10,221)		6,248
Net loss attributable to noncontrolling interest	123		64
Net income (loss) attributable to Werner	$	(10,098)	$	6,312
Earnings (loss) per share:
Basic	$	(0.16)	$	0.10
Diluted	$	(0.16)	$	0.10
Weighted-average common shares outstanding:
Basic	61,890		63,472
Diluted	61,890		63,727

See Notes to Consolidated Financial Statements (Unaudited).

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WERNER ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended March 31,
(In thousands)	2025		2024
Net income (loss)	$	(10,221)	$	6,248
Other comprehensive income (loss):
Foreign currency translation adjustments	(62)		502
Change in fair value of interest rate swaps, net of tax	(1,434)		116
Other comprehensive income (loss)	(1,496)		618
Comprehensive income (loss)	(11,717)		6,866
Comprehensive loss attributable to noncontrolling interest	123		64
Comprehensive income (loss) attributable to Werner	$	(11,594)	$	6,930

See Notes to Consolidated Financial Statements (Unaudited).

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WERNER ENTERPRISES, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS


(In thousands, except share amounts)	March 31, 2025		December 31, 2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	51,951	$	40,752
Accounts receivable, trade, less allowance of $7,502 and $7,169, respectively	387,075		391,684
Other receivables	24,683		26,137
Inventories and supplies	12,984		14,183
Prepaid expenses	47,632		53,690
Other current assets	14,371		15,327
Total current assets	538,696		541,773
Property and equipment, at cost	2,893,125		2,941,495
Less – accumulated depreciation	1,026,277		1,007,259
Property and equipment, net	1,866,848		1,934,236
Goodwill	129,104		129,104
Intangible assets, net	73,889		76,407
Other non-current assets	378,112		370,717
Total assets	$	2,986,649	$	3,052,237
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:

Accounts payable	$	113,360	$	112,429
Current portion of long-term debt	—		20,000
Insurance and claims accruals	101,911		93,710
Accrued payroll	49,086		54,560

Accrued expenses	13,887		18,745
Other current liabilities	45,377		56,305
Total current liabilities	323,621		355,749
Long-term debt, net of current portion	640,000		630,000
Other long-term liabilities	54,582		66,173
Insurance and claims accruals, net of current portion	237,039		236,923

Deferred income taxes	257,353		269,516
Total liabilities	1,512,595		1,558,361
Commitments and contingencies
Temporary equity - redeemable noncontrolling interest	37,821		37,944
Stockholders’ equity:
Common stock, $0.01 par value, 200,000,000 shares authorized; 80,533,536 shares issued; 61,924,797 and 61,850,434 shares outstanding, respectively	805		805
Paid-in capital	137,867		137,889
Retained earnings	1,934,007		1,952,775
Accumulated other comprehensive loss	(19,933)		(18,437)
Treasury stock, at cost; 18,608,739 and 18,683,102 shares, respectively	(616,513)		(617,100)
Total stockholders’ equity	1,436,233		1,455,932
Total liabilities, temporary equity and stockholders’ equity	$	2,986,649	$	3,052,237

See Notes to Consolidated Financial Statements (Unaudited).

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WERNER ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
(In thousands)	2025		2024
Cash flows from operating activities:
Net income (loss)	$	(10,221)	$	6,248
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	70,049		74,270
Deferred income taxes	(11,612)		2,828
Gain on disposal of property and equipment	(2,843)		(3,568)
Non-cash equity compensation	2,444		2,250
Insurance and claims accruals, net of current portion	117		(4,015)
Loss on investments in equity securities, net	2		138
Loss (earnings) from equity method investment	(123)		133
Other	(14,617)		(3,141)
Changes in certain working capital items:
Accounts receivable, net	4,609		27,481
Other current assets	9,540		7,139
Accounts payable	(4,373)		(5,274)
Other current liabilities	(13,602)		(15,904)
Net cash provided by operating activities	29,370		88,585
Cash flows from investing activities:
Additions to property and equipment	(23,513)		(58,235)
Proceeds from sales of property and equipment	31,079		39,200

Investment in equity securities	(6,011)		(11)
Payments to acquire equity method investment	—		(1,060)

Collections of notes receivable	816		696
Net cash provided by (used in) investing activities	2,371		(19,410)
Cash flows from financing activities:
Repayments of short-term debt	(10,000)		(21,250)
Proceeds from issuance of short-term debt	10,000		20,000
Repayments of long-term debt	(260,000)		(50,000)
Proceeds from issuance of long-term debt	250,000		—

Dividends on common stock	(8,659)		(8,882)
Repurchases of common stock	—		(6,550)
Tax withholding related to net share settlements of restricted stock awards	(1,879)		(4,087)



Net cash used in financing activities	(20,538)		(70,769)
Effect of exchange rate fluctuations on cash	(4)		208
Net increase (decrease) in cash and cash equivalents	11,199		(1,386)
Cash and cash equivalents, beginning of period	40,752		61,723
Cash and cash equivalents, end of period	$	51,951	$	60,337
Supplemental disclosures of cash flow information:
Interest paid	$	14,422	$	9,328
Income taxes paid	21,057		1,165
Supplemental schedule of non-cash investing and financing activities:
Notes receivable issued upon sale of property and equipment	$	440	$	402
Change in fair value of interest rate swaps	(1,434)		116
Property and equipment acquired included in accounts payable	6,373		19,765

Dividends accrued but not yet paid at end of period	8,670		8,878

See Notes to Consolidated Financial Statements (Unaudited).

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WERNER ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND

TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST

(Unaudited)


	Three Months Ended March 31, 2025
(In thousands, except share and per share amounts)	Common Stock		Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Equity		Temporary Equity - Redeemable Noncontrolling Interest
BALANCE, December 31, 2024	$	805	$	137,889	$	1,952,775	$	(18,437)	$	(617,100)	$	1,455,932	$	37,944
Net loss attributable to Werner	—		—		(10,098)		—		—		(10,098)		—
Net loss attributable to noncontrolling interest	—		—		—		—		—		—		(123)
Other comprehensive loss	—		—		—		(1,496)		—		(1,496)		—

Dividends on common stock ($0.14 per share)	—		—		(8,670)		—		—		(8,670)		—
Common stock issued for stock-based compensation, including tax effects, 74,363 shares	—		(2,466)		—		—		587		(1,879)		—
Non-cash equity compensation expense	—		2,444		—		—		—		2,444		—

BALANCE, March 31, 2025	$	805	$	137,867	$	1,934,007	$	(19,933)	$	(616,513)	$	1,436,233	$	37,821


	Three Months Ended March 31, 2024
(In thousands, except share and per share amounts)	Common Stock		Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Equity		Temporary Equity - Redeemable Noncontrolling Interest
BALANCE, December 31, 2023	$	805	$	134,894	$	1,953,385	$	(9,684)	$	(551,061)	$	1,528,339	$	38,607
Net income attributable to Werner	—		—		6,312		—		—		6,312		—
Net loss attributable to noncontrolling interest	—		—		—		—		—		—		(64)
Other comprehensive income	—		—		—		618		—		618		—
Purchases of 167,818 shares of common stock	—		—		—		—		(6,550)		(6,550)		—
Dividends on common stock ($0.14 per share)	—		—		(8,878)		—		—		(8,878)		—
Common stock issued for stock-based compensation, including tax effects, 135,970 shares	—		(4,422)		—		—		335		(4,087)		—
Non-cash equity compensation expense	—		2,250		—		—		—		2,250		—


BALANCE, March 31, 2024	$	805	$	132,722	$	1,950,819	$	(9,066)	$	(557,276)	$	1,518,004	$	38,543

See Notes to Consolidated Financial Statements (Unaudited).

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WERNER ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) 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, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. In the opinion of management, the information set forth on 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 2024 Form 10-K.

Recently Issued Accounting Pronouncements, Not Yet Effective

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 impact our disclosures but not our results of operations, cash flows, and financial condition.

In November 2024, the FASB issued ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public business entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The provisions of this update are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, using either a prospective or retrospective approach. We are evaluating the impact of adopting ASU 2024-03, and we expect this ASU to impact our disclosures but not our results of operations, cash flows, and financial condition.

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(2) 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 March 31,
	2025		2024
Truckload Transportation Services	$	501,875	$	551,126
Werner Logistics	195,558		202,482
Inter-segment eliminations	(4,063)		(4,071)
Transportation services	693,370		749,537
Other revenues	18,744		19,543
Total revenues	$	712,114	$	769,080

The following table presents our revenues disaggregated by geographic areas in which we conduct business (in thousands):


	Three Months Ended March 31,
	2025		2024
United States	$	675,242	$	721,861
Mexico	33,612		39,119
Canada	3,260		8,100
Total revenues	$	712,114	$	769,080

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.

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, 2025 and December 31, 2024, the accounts receivable, trade, net, balance was $387.1 million and $391.7 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, 2025 and December 31, 2024, the balance of contract assets was $7.0 million and $6.3 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. At March 31, 2025 and December 31, 2024, the balance of contract liabilities was $2.0 million and $1.4 million, respectively. The amount of revenues recognized in the three months ended March 31, 2025 that was included in the December 31, 2024 contract liability balance was $1.4 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, 2025 and 2024, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material.

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(3) 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, 2025.

The following table presents acquired intangible assets (in thousands):


	March 31, 2025						December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	80,200	$	(24,015)	$	56,185	$	80,200	$	(22,009)	$	58,191
Trade names	24,600		(6,896)		17,704		24,600		(6,384)		18,216
Total intangible assets	$	104,800	$	(30,911)	$	73,889	$	104,800	$	(28,393)	$	76,407

Amortization expense on intangible assets was $2.5 million for the three months ended March 31, 2025 and 2024, and is reported in depreciation and amortization on the consolidated statements of income. As of March 31, 2025, we estimate future amortization expense for intangible assets will be $7.6 million for the remainder of 2025, and $10.1 million for each of the five succeeding fiscal years.

(4) Leases

We have entered into operating leases primarily for real estate. The leases have terms which range from 2 years 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, 2025		December 31, 2024
Right-of-use assets (recorded in other non-current assets)	$	46,717	$	49,599

Current lease liabilities (recorded in other current liabilities)	$	15,460	$	15,352
Long-term lease liabilities (recorded in other long-term liabilities)	33,454		36,406
Total operating lease liabilities	$	48,914	$	51,758

Weighted-average remaining lease term for operating leases	4.63 years

SEC Form 10-Q filed by Werner Enterprises Inc.