What changed in this filing

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Item 1. Financial Statements

2024-08-08 compared with 2024-05-09 · 141 added, 72 removed, 435 unchanged (33% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In thousands, except per share amounts) 2024 2023 2024 2023

15 unchanged sentences

Interest income ( 1,786 ) ( 1,899 ) ( 3,471 ) ( 3,451 )

Loss on investments in equity securities 138 81

Loss (gain) on investments in equity securities, net 52 ( 79 ) 190 2

Loss from equity method investment 141 844 274 844

16 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In thousands) 2024 2023 2024 2023

3 unchanged sentences

Change in fair value of interest rate swaps, net of tax ( 1,252 ) ( 101 ) ( 1,136 ) ( 1,074 )

Other comprehensive income, net 618 2,028

Other comprehensive income (loss) ( 5,339 ) 2,641 ( 4,721 ) 4,669

Comprehensive income 3,861 32,661 10,727 70,223

4 unchanged sentences

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands, except share amounts) March 31,

(In thousands, except share amounts) June 30,

2024 December 31,

46 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(In thousands) 2024 2023

7 unchanged sentences

Insurance and claims accruals, net of current portion ( 12,585 ) ( 5,049 )

Loss on investments in equity securities 138 81

Loss on investments in equity securities, net 190 2

Loss from equity method investment 274 844

19 unchanged sentences

Repayments of long-term debt ( 136,250 ) ( 50,000 )

Proceeds from issuance of long-term debt 150,000 —

Change in checks issued in excess of cash balances — 11,530

Dividends on common stock ( 17,760 ) ( 16,459 )

20 unchanged sentences

TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

(In thousands, except share and per share amounts) Common

6 unchanged sentences

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

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

Net income attributable to Werner — — 9,465 — — 9,465 —

Net loss attributable to noncontrolling interest — — — — — — ( 265 )

Other comprehensive income — — — 618 — 618 —

Purchases of 167,818 shares of common stock

Other comprehensive loss — — — ( 5,339 ) — ( 5,339 ) —

Repurchases of common stock, 1,619,992 shares

— — — — ( 60,536 ) ( 60,536 ) —

4 unchanged sentences

Non-cash equity compensation expense — 2,371 — — — 2,371 —

BALANCE, June 30, 2024 $ 805 $ 134,769 $ 1,951,631 $ ( 14,405 ) $ ( 617,573 ) $ 1,455,227 $ 38,278

Three Months Ended June 30, 2023

(In thousands, except share and per share amounts) Common

Stock Paid-In

Capital Retained

Earnings Accumulated

Comprehensive

Loss Treasury

Stockholders’

Equity Temporary Equity - Redeemable Noncontrolling Interest

BALANCE, March 31, 2023 $ 805 $ 128,050 $ 1,902,858 $ ( 9,264 ) $ ( 551,912 ) $ 1,470,537 $ 39,009

Three Months Ended March 31, 2023

Net income attributable to Werner — — 29,881 — — 29,881 —

Net income attributable to noncontrolling interest — — — — — — 139

Other comprehensive income — — — 2,641 — 2,641 —

Dividends on common stock ($ 0.14 per share)

— — ( 8,874 ) — — ( 8,874 ) —

Equity compensation activity, 12,562 shares

— ( 244 ) — — 241 ( 3 ) —

Non-cash equity compensation expense — 2,888 — — — 2,888 —

BALANCE, June 30, 2023 $ 805 $ 130,694 $ 1,923,865 $ ( 6,623 ) $ ( 551,671 ) $ 1,497,070 $ 39,148

See Notes to Consolidated Financial Statements (Unaudited).

WERNER ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND

TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST (CONTINUED)

Six Months Ended June 30, 2024

(In thousands, except share and per share amounts) Common

8 unchanged sentences

Net income attributable to Werner — — 15,777 — — 15,777 —

Net loss attributable to noncontrolling interest — — — — — — ( 329 )

Other comprehensive loss — — — ( 4,721 ) — ( 4,721 ) —

Repurchases of common stock, 1,787,810 shares

— — — — ( 67,086 ) ( 67,086 ) —

Dividends on common stock ($ 0.28 per share)

— — ( 17,531 ) — — ( 17,531 ) —

Equity compensation activity, 150,932 shares

— ( 4,746 ) — — 574 ( 4,172 ) —

Non-cash equity compensation expense — 4,621 — — — 4,621 —

BALANCE, June 30, 2024 $ 805 $ 134,769 $ 1,951,631 $ ( 14,405 ) $ ( 617,573 ) $ 1,455,227 $ 38,278

Six Months Ended June 30, 2023

(In thousands, except share and per share amounts) Common

Stock Paid-In

Capital Retained

Earnings Accumulated

Comprehensive

Loss Treasury

Stockholders’

Equity Temporary Equity - Redeemable Noncontrolling Interest

BALANCE, December 31, 2022 $ 805 $ 129,837 $ 1,875,873 $ ( 11,292 ) $ ( 551,588 ) $ 1,443,635 $ 38,699

Net income attributable to Werner — — 65,105 — — 65,105 —

Net income attributable to noncontrolling interest — — — — — — 449

5 unchanged sentences

Non-cash equity compensation expense — 6,291 — — — 6,291 —

BALANCE, March 31, 2023 $ 805 $ 128,050 $ 1,902,858 $ ( 9,264 ) $ ( 551,912 ) $ 1,470,537 $ 39,009

BALANCE, June 30, 2023 $ 805 $ 130,694 $ 1,923,865 $ ( 6,623 ) $ ( 551,671 ) $ 1,497,070 $ 39,148

See Notes to Consolidated Financial Statements (Unaudited).

14 unchanged sentences

although in management’s opinion, the disclosures are adequate so that the information presented is not misleading.

Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

In the opinion of management, the information set forth in the accompanying consolidated condensed balance sheets is fairly stated in all material respects in relation to the consolidated balance sheets from which it has been derived.

15 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Truckload Transportation Services $ 537,069 $ 570,192 $ 1,088,195 $ 1,158,522

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

United States $ 716,559 $ 765,316 $ 1,438,419 $ 1,547,609

4 unchanged sentences

A receivable is an unconditional right to consideration and is recognized when shipments have been completed and the related performance obligation has been fully satisfied.

At March 31, 2024 and December 31, 2023, the accounts receivable, trade, net, balance was $ 417.5 million and $ 444.9 million, respectively.

At June 30, 2024 and December 31, 2023, the accounts receivable, trade, net, balance was $ 410.0 million and $ 444.9 million, respectively.

Contract assets represent a conditional right to consideration in exchange for goods or services and are transferred to receivables when the rights become unconditional.

At March 31, 2024 and December 31, 2023, the balance of contract assets was $ 8.6 million and $ 7.4 million, respectively.

At June 30, 2024 and December 31, 2023, the balance of contract assets was $ 8.4 million and $ 7.4 million, respectively.

We have recognized contract assets within the other current assets financial statement caption on the consolidated condensed balance sheets.

1 unchanged sentence

Contract liabilities represent advance consideration received from customers and are recognized as revenues over time as the related performance obligation is satisfied.

A t March 31, 2024 and December 31, 2023, t he balance o f contract liabilities was $ 1.1 million and $ 0.9 million, respectively.

The amount of revenues recognized in the three months ended March 31, 2024 that was included in the December 31, 2023 contract liability balance was $ 0.9 million.

A t June 30, 2024 and December 31, 2023, t he balance o f contract liabilities was $ 1.1 million and $ 0.9 million, respectively.

The amount of revenues recognized in the six months ended June 30, 2024 that was included in the December 31, 2023 contract liability balance was $ 0.9 million.

We have recognized contract liabilities within the accounts payable and other current liabilities financial statement captions on the consolidated condensed balance sheets.

4 unchanged sentences

transit times generally average approximately 3 days.

During the three months ended March 31, 2024 and 2023, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material.

During the six months ended June 30, 2024 and 2023, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material.

(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, 2024.

There were no changes in the carrying amount of goodwill by segment for the six months ended June 30, 2024.

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Customer relationships

3 unchanged sentences

$ 104,800 $ ( 23,358 ) $ 81,442 $ 104,800 $ ( 18,323 ) $ 86,477

Amortization expense on intangible assets was $ 2.5 million and $ 2.8 million for the three months ended March 31, 2024 and 2023, respectively, and is reported in depreciation and amortization on the consolidated statements of income.

As of March 31, 2024, we estimate future amortization expense for intangible assets will be $ 7.6 million for the remainder of 2024, and $ 10.1 million for each of the five succeeding fiscal years.

Amortization expense on intangible assets was $ 2.5 million and $ 5.0 million for the three and six months ended June 30, 2024, respectively, and $ 2.5 million and $ 5.3 million for the three and six months ended June 30, 2023, respectively, and is reported in depreciation and amortization on the consolidated statements of income.

As of June 30, 2024, we estimate future amortization expense for intangible assets will be $ 5.0 million for the remainder of 2024, and $ 10.1 million for each of the five succeeding fiscal years.

We have entered into operating leases primarily for real estate.

8 unchanged sentences

The following table presents balance sheet and other operating lease information (dollars in thousands):

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Right-of-use assets (recorded in other non-current assets) $ 43,356 $ 34,814

4 unchanged sentences

Weighted-average discount rate for operating leases 4.6 % 3.6 %

The following table presents the maturities of operating lease liabilities as of March 31, 2024 (in thousands):

The following table presents the maturities of operating lease liabilities as of June 30, 2024 (in thousands):

2024 (remaining) $ 6,322

3 unchanged sentences

Present value of operating lease liabilities $ 45,268

During the three months ended March 31, 2024 and 2023, right-of-use assets of $ 1.9 million and $ 1.5 million, respectively, were recognized as non-cash asset additions that resulted from new operating lease liabilities.

Cash paid for amounts included in the present value of operating lease liabilities was $ 2.7 million and $ 2.9 million for the three months ended March 31, 2024 and 2023, respectively, and are included in operating cash flows.

During the six months ended June 30, 2024 and 2023, right-of-use assets of $ 13.8 million and $ 4.1 million, respectively, were recognized as non-cash asset additions that resulted from new operating lease liabilities.

Cash paid for amounts included in the present value of operating lease liabilities was $ 5.8 million for the six months ended June 30, 2024 and 2023, and are included in operating cash flows.

Operating Lease Expense

Operating lease expense was $ 4.4 million and $ 6.2 million for the three months ended March 31, 2024 and 2023, respectively.

This expense included $ 2.7 million and $ 3.0 million for long-term operating leases for the three months ended March 31, 2024 and 2023, with the remainder for variable and short-term lease expense .

Operating lease expense was $ 4.9 million and $ 9.4 million for the three and six months ended June 30, 2024, respectively, and $ 5.9 million and $ 12.1 million for the three and six months ended June 30, 2023, respectively.

This expense included $ 3.3 million and $ 6.0 million for the three and six months ended June 30, 2024, respectively, and $ 3.0 million and $ 6.0 million for the three and six months ended June 30, 2023, respectively, for long-term operating leases, with the remainder for variable and short-term lease expense .

Lessor Operating Leases

1 unchanged sentence

We recognize revenue for such leases on a straight-line basis over the term of the lease.

Revenues were $ 2.4 million and $ 2.7 million for the three months ended March 31, 2024 and 2023, respectively.

The following table presents information about the maturities of these operating leases as of March 31, 2024 (in thousands):

Revenues were $ 2.3 million and $ 4.8 million for the three and six

months ended June 30, 2024, respectively, and $ 2.7 million and $ 5.4 million for the three and six months ended June 30, 2023, respectively.

The following table presents information about the maturities of these operating leases as of June 30, 2024 (in thousands):

2024 (remaining) $ 3,528

17 unchanged sentences

Hierarchy Fair Value

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Other non-current assets:

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Balance at beginning of period

1 unchanged sentence

Measurement period adjustment associated with the acquisition of ReedTMS Logistics (1)

— — — ( 800 )

Change in fair value 104 151 206 428

11 unchanged sentences

Cash and cash equivalents, accounts receivable trade, and accounts payable are short-term in nature and accordingly are carried at amounts that approximate fair value.

The carrying amount of our fixed-rate debt not measured at fair value on a recurring basis was $ 87.5 million and $ 88.8 million as of March 31, 2024 and December 31, 2023, respectively.

The estimated fair value of our fixed-rate debt using the income approach, based on its net present value, discounted at our current borrowing rate, was $ 86.8 million and $ 86.7 million as of March 31, 2024 and December 31, 2023, respectively (categorized as Level 2 of the fair value hierarchy).

The carrying amount of our fixed-rate debt not measured at fair value on a recurring basis was $ 88.8 million as of December 31, 2023.

We had no fixed-rate debt outstanding as of June 30, 2024.

The estimated fair value of our fixed-rate debt using the income approach, based on its net present value, discounted at our current borrowing rate, was $ 86.7 million as of December 31, 2023 (categorized as Level 2 of the fair value hierarchy).

The carrying amount of our variable-rate long-term debt approximates fair value due to the duration of our credit arrangement and the variable interest rate (categorized as Level 2 of the fair value hierarchy).

2 unchanged sentences

Our strategic equity investments without readily determinable fair values primarily consist of our investment in MLSI, a transportation management systems company.

MLSI is developing a cloud-based transportation management system using MLSI's SaaS technology which we have agreed to license.

MLSI has developed a cloud-based transportation management system using its SaaS technology, and we have obtained a license.

Our investments are being accounted for under ASC 321 using the measurement alternative and are recorded in other noncurrent assets on the consolidated condensed balance sheets.

We record changes in the values of our investments based on events that occur that would indicate the values have changed, in loss (gain) on investments in equity securities on the consolidated statements of income.

As of March 31, 2024 and December 31, 2023, the value of our investment in MLSI was $ 89.8 million, and the value of our other equity investments without readily determinable fair values was $ 327 thousand and $ 316 thousand, respectively.

No gains or losses were recorded for the three months ended March 31, 2024 and 2023.

As of March 31, 2024, cumulative upward adjustments on our equity securities without readily determinable fair values totaled $ 56.8 million.

As of June 30, 2024 and December 31, 2023, the value of our investment in MLSI was $ 89.8 million, and the value of our other equity investments without readily determinable fair values was $ 337 thousand and $ 316 thousand, respectively.

No gains or losses were recorded for the three and six months ended June 30, 2024 and 2023.

As of June 30, 2024, cumulative upward adjustments on our equity securities without readily determinable fair values totaled $ 56.8 million.

Equity Investments with Readily Determinable Fair Values

We own a strategic minority equity investment in an autonomous technology company, which is being accounted for under ASC 321 and is recorded in other noncurrent assets on the consolidated condensed balance sheets.

As of March 31, 2024 and December 31, 2023, the value of this investment was $ 0.2 million and $ 0.3 million, respectively.

As of June 30, 2024 and December 31, 2023, the value of this investment was $ 0.1 million and $ 0.3 million, respectively.

For additional information regarding the fair value of this equity investment, see Note 5 – Fair Value.

The following table summarizes the activity related to our equity investments with readily determinable fair values during the periods presented (in thousands):

Three Months Ended March 31,

Loss on investments in equity securities $ 138 $ 81

Portion of unrealized loss for the period related to equity securities still held at the reporting date 138 81

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Loss (gain) on investments in equity securities, net $ 52 $ ( 79 ) $ 190 $ 2

Portion of net unrealized loss (gain) for the period related to equity securities still held at the reporting date 52 ( 79 ) 190 2

Equity Method Investment

2 unchanged sentences

Our interest, which represents an ownership percentage of less than 20 %, is being accounted for under ASC 323, “ Investments - Equity Method and Joint Ventures .” As a limited partner, we will make periodic capital contributions toward this total commitment amount.

As of March 31, 2024, our cumulative contributions in the Fund were $ 4.4 million.

We contributed $ 1.1 million and $ 2.1 million to the Fund during the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024 and December 31, 2023, the value of our investment in the Fund was $ 3.3 million and $ 2.3 million, respectively, and is recorded in other noncurrent assets on the consolidated condensed balance sheets.

The carrying amount of the Fund as of March 31, 2024 approximates its fair value as of December 31, 2023, as this is the most recent information available to us at this time.

We recognized a loss of $ 0.1 million from the Fund for the three months ended March 31, 2024, which is reported in loss from equity method investment on the consolidated statements of income.

No earnings or losses were recognized for the three months ended March 31, 2023.

As of June 30, 2024, our cumulative contributions in the Fund were $ 5.7 million.

We contributed $ 2.4 million and $ 2.6 million to the Fund during the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024 and December 31, 2023, the value of our investment in the Fund was $ 4.4 million and $ 2.3 million, respectively, and is recorded in other noncurrent assets on the consolidated condensed balance sheets.

The carrying amount of the Fund as of June 30, 2024 approximates its fair value as of March 31, 2024, as this is the most recent information available to us at this time.

We recognized a loss of $ 0.1 million and $ 0.3 million from the Fund for the three and six months ended June 30, 2024, respectively, and a loss of $ 0.8 million from the Fund for the three and six months ended June 30, 2023, which is reported in loss from equity method investment on the consolidated statements of income.

(7) Debt and Credit Facilities

6 unchanged sentences

There are no scheduled principal payments due on the 2022 Credit Agreement until the maturity date, and interest is payable in arrears at periodic intervals not to exceed three months.

In July 2023 and April 2024, we entered into additional variable-for-fixed interest rate swap agreements for notional amounts of $ 130.0 million and $ 75.0 million, respectively, to further limit our exposure to increases in interest rates on a portion of our variable-rate indebtedness (see Note 11, Subsequent Event, for additional information regarding the April 2024 swap agreement).

We have entered into variable-for-fixed interest rate swap agreements in order to limit our exposure to increases in interest rates on a portion of our variable-rate indebtedness.

Under the terms of our interest rate swap agreements, we receive monthly variable-rate interest payments based on one-month Term SOFR, and make monthly fixed-rate interest payments as specified in the interest rate swap agreements.

We have designated our interest rate swap agreements as cash flow hedges.

Changes in fair value of outstanding derivatives in cash flow hedges are recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income until earnings are impacted by the hedged transactions.

Two variable-for-fixed interest rate swap agreements with an aggregate notional amount of $ 150.0 million matured in May 2024.

During the three months ended June 30, 2024, we entered into two variable-for-fixed interest rate swap agreements with an aggregate notional amount of $ 150.0 million, maturing in 2027.

On June 30, 2021, we entered into a $ 100.0 million unsecured 1.28 % fixed-rate term loan commitment with BMO Harris, with quarterly principal payments of $ 1.25 million and a final payment of principal and interest due and payable on May 14, 2024 ("BMO Term Loan").

We are currently planning to repay the remaining outstanding principal balance under the BMO Term Loan in May 2024 using proceeds from the 2022 Credit Agreement.

The outstanding principal balance of the BMO Term Loan bears interest at a fixed rate of 1.28 %, payable quarterly in arrears.

As of March 31, 2024 and December 31, 2023, our outstanding debt totaled $ 597.5 million and $ 648.8 million, respectively.

As of March 31, 2024, we had an outstanding revolving credit loan balance of $ 510.0 million under the 2022 Credit Agreement, including (i) $ 230.0 million at a variable interest rate of 6.67 %, (ii) $ 150.0 million which is effectively fixed at 2.88 % with interest rate swap agreements through May 2024, (iii) $ 40.0 million which is effectively fixed at 6.20 % with interest rate swap agreements through July 2025, and (iv) $ 90.0 million which is effectively fixed at 5.87 % with interest rate swap agreements through July 2026.

Subsequent to the end of the quarter, in April 2024, we borrowed an additional $ 30.0 million under our revolving line of credit.

Our total available borrowing capacity under the 2022 Credit Agreement was $ 559.1 million as of March 31, 2024, after considering $ 5.9 million in stand-by letters of credit under which we are obligated.

In addition, as of March 31, 2024, we had $ 87.5 million outstanding under the BMO Term Loan at a fixed interest rate of 1.28 %.

Availability of such funds under the current debt agreements is conditional upon various customary terms and covenants.

We repaid the remaining $ 86.3 million outstanding principal balance under the BMO Term Loan in May 2024 using proceeds from the 2022 Credit Agreement.

As of June 30, 2024 and December 31, 2023, our outstanding debt totaled $ 670.0 million and $ 648.8 million, respectively.

As of June 30, 2024, our outstanding revolving credit loan balance under the 2022 Credit Agreement, consisted of:

• $ 390.0 million at a variable interest rate of 6.67 %;

• $ 40.0 million which is effectively fixed at 6.20 % with interest rate swap agreements through July 2025;

• $ 90.0 million which is effectively fixed at 5.87 % with interest rate swap agreements through July 2026;

• $ 75.0 million which is effectively fixed at 5.98 % with an interest rate swap agreement through April 2027;

• $ 75.0 million which is effectively fixed at 5.84 % with an interest rate swap agreement through May 2027.

Subsequent to the end of the quarter, in July 2024, we repaid $ 10.0 million and borrowed $ 30.0 million on our revolving line of credit.

Our total available borrowing capacity under the 2022 Credit Agreement was $ 399.1 million as of June 30, 2024, after considering $ 5.9 million in stand-by letters of credit under which we are obligated.

Availability of such funds under the current debt agreement is conditional upon various customary terms and covenants.

Such covenants include, among other things, two financial covenants requiring us (i) not to exceed a maximum ratio of net funded debt to EBITDA and (ii) to exceed a minimum ratio of EBITDA to interest expense.

As of March 31, 2024, we were in compliance with these covenants.

At March 31, 2024, the aggregate future maturities of long-term debt by year are as follows (in thousands):

As of June 30, 2024, we were in compliance with these covenants.

At June 30, 2024, the aggregate future maturities of long-term debt by year are as follows (in thousands):

2024 (remaining) $ 10,000

1 unchanged sentence

(8) Commitments and Contingencies

We have committed to property and equipment purchases of approximately $ 188.3 million at March 31, 2024 .

We have committed to property and equipment purchases of approximately $ 202.6 million at June 30, 2024 .

We are involved in certain claims and pending litigation, including those described herein, arising in the ordinary course of business.

7 unchanged sentences

Under the Company’s insurance policies in effect on the date of this accident, the Company’s maximum liability for this accident is $ 10.0 million (plus pre-judgment and post-judgment interest) with premium-based coverage that exceeds the jury verdict amount.

As a result of this jury verdict, the Company had recorded a liability of $ 40.4 million as of March 31, 2024, and $ 39.8 million as of December 31, 2023.

Under the terms of the Company’s insurance policies, the Company is the primary obligor of the verdict, and as such, the Company has also recorded a $ 79.2 million receivable from its third-party insurance providers in other non-current assets and a corresponding liability of the same amount in the long-term portion of insurance and claims accruals in the consolidated condensed balance sheets as of March 31, 2024 and December 31, 2023.

As a result of this jury verdict, the Company had recorded a liability of $ 41.3 million as of June 30, 2024, and $ 39.8 million as of December 31, 2023.

The Company pursued an appeal of this verdict, and on May 18, 2023, the Texas Court of Appeals overruled Werner’s appeal and affirmed the trial court’s judgment.

6 unchanged sentences

As a result of various post-trial motions, the court awarded $ 0.5 million to the plaintiffs for attorney fees and costs.

Plaintiffs appealed the post-verdict amounts awarded by the trial court for fees, costs and liquidated damages, and the Company filed a cross appeal on the verdict that was in plaintiffs’ favor.

Plaintiffs appealed the post-verdict amounts awarded by the trial court for fees, costs and liquidated

damages, and the Company filed a cross appeal on the verdict that was in plaintiffs’ favor.

The United States Court of Appeals for the Eighth Circuit denied Plaintiffs’ appeal and granted Werner’s appeal, vacating the judgment in favor of the plaintiffs.

4 unchanged sentences

On January 10, 2023, the trial court denied Plaintiff’s motion for a new trial and entered judgment in Werner’s favor on all claims.

Plaintiffs again have appealed the case

to the Eighth Circuit Court of Appeals.

As of March 31, 2024, we have an accrual for the jury’s award, attorney fees and costs in the short break matter and had not accrued for the sleeper berth matter.

Plaintiffs appealed the judgment to the Eighth Circuit Court of Appeals and, on June 24, 2024, the appellate court affirmed the dismissal of the case in its entirety.

We do not know if Plaintiffs will seek review of that ruling.

As of June 30, 2024, we have an accrual for the jury’s award, attorney fees and costs in the short break matter and had not accrued for the sleeper berth matter.

We are also involved in certain class action litigation in which the plaintiffs allege claims for failure to provide meal and rest breaks, unpaid wages, unauthorized deductions and other items.

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Net income attributable to Werner $ 9,465 $ 29,881 $ 15,777 $ 65,105

18 unchanged sentences

These three Werner Logistics operating units are as follows:

(i) Truckload Logistics, which uses contracted carriers to complete shipments for brokerage customers and freight management customers for which we offer a full range of single-source logistics management services and solutions;

(i) Truckload Logistics, which uses contracted carriers to complete shipments for brokerage customers and freight management customers for which we offer a full range of single-source logistics

management services and solutions;

(ii) the Intermodal (“Intermodal”) unit offers rail transportation through alliances with rail and drayage providers as an alternative to truck transportation;

3 unchanged sentences

As a result, these operations are grouped in “Other” in the tables below.

“Corporate” includes revenues and

expenses that are incidental to our activities and are not attributable to any of our operating segments, including gains and losses on sales of property and equipment not attributable to our operating segments.

“Corporate” includes revenues and expenses that are incidental to our activities and are not attributable to any of our operating segments, including gains and losses on sales of property and equipment not attributable to our operating segments.

We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment.

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Revenues by Segment

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Operating Income (Loss) by Segment

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Depreciation and Amortization by Segment

4 unchanged sentences

Total $ 72,672 $ 74,898 $ 146,942 $ 149,211

(11) Subsequent Event

In April 2024, we entered into an additional variable-for-fixed interest rate swap agreement for a notional amount of $ 75.0 million, maturing in April 2027.

Under the terms of the interest rate swap agreement, we will receive monthly variable-rate interest payments based on one-month Term SOFR, and make monthly fixed-rate interest payments as specified in the interest rate swap agreement.

We have designated this interest rate swap agreement as a cash flow hedge.

Changes in fair value of an outstanding derivative in a cash flow hedge will be recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income until earnings are impacted by the hedged transaction.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements