What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-08 · 99 added, 104 removed, 472 unchanged (30% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

15 unchanged sentences

Interest income ( 1,834 ) ( 1,727 ) ( 5,305 ) ( 5,178 )

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

Loss from equity method investment 141 844 274 844

Loss on investments in equity securities, net 37 34 227 36

Loss (earnings) from equity method investment ( 295 ) 110 ( 21 ) 954

Other 50 284 ( 181 ) 377

15 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2024 2023 2024 2023

4 unchanged sentences

Other comprehensive income (loss) ( 7,032 ) ( 2,027 ) ( 11,753 ) 2,642

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

Comprehensive income (loss) ( 492 ) 21,477 10,235 91,700

Comprehensive loss (income) attributable to noncontrolling interest 25 200 354 ( 249 )

Comprehensive income attributable to Werner $ 4,126 $ 32,522 $ 11,056 $ 69,774

Comprehensive income (loss) attributable to Werner $ ( 467 ) $ 21,677 $ 10,589 $ 91,451

See Notes to Consolidated Financial Statements (Unaudited).

1 unchanged sentence

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands, except share amounts) June 30,

(In thousands, except share amounts) September 30,

2024 December 31,

46 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(In thousands) 2024 2023

8 unchanged sentences

Loss on investments in equity securities, net 227 36

Loss from equity method investment 274 844

Loss (earnings) from equity method investment ( 21 ) 954

Other ( 10,509 ) ( 4,741 )

9 unchanged sentences

Net cash invested in acquisition — ( 188 )

Investment in equity securities ( 21 ) —

Investment in equity securities, net ( 32 ) ( 2,865 )

Payment to acquire equity method investment ( 2,360 ) ( 2,645 )

13 unchanged sentences

Effect of exchange rate fluctuations on cash ( 2,873 ) 1,523

Net increase (decrease) in cash and cash equivalents 8,725 ( 60,738 )

Net decrease in cash and cash equivalents ( 7,063 ) ( 64,486 )

Cash and cash equivalents, beginning of period 61,723 107,240

7 unchanged sentences

Property and equipment acquired included in accounts payable 52,480 4,701

Property and equipment disposed included in other receivables 1,719 —

Dividends accrued but not yet paid at end of period 8,653 8,875

4 unchanged sentences

TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

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

6 unchanged sentences

Equity Temporary Equity - Redeemable Noncontrolling Interest

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

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

Net income attributable to Werner — — 6,565 — — 6,565 —

1 unchanged sentence

Other comprehensive loss — — — ( 7,032 ) — ( 7,032 ) —

Repurchases of common stock, 1,619,992 shares

— — — — ( 60,536 ) ( 60,536 ) —

Dividends on common stock ($ 0.14 per share)

— — ( 8,653 ) — — ( 8,653 ) —

Equity compensation activity, 14,962 shares

— ( 324 ) — — 239 ( 85 ) —

Non-cash equity compensation expense — 2,450 — — — 2,450 —

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

BALANCE, September 30, 2024 $ 805 $ 137,219 $ 1,949,543 $ ( 21,437 ) $ ( 617,573 ) $ 1,448,557 $ 38,253

Three Months Ended September 30, 2023

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

6 unchanged sentences

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

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

Net income attributable to Werner — — 23,704 — — 23,704 —

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

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

Net loss attributable to noncontrolling interest — — — — — — ( 200 )

Other comprehensive loss — — — ( 2,027 ) — ( 2,027 ) —

Dividends on common stock ($ 0.14 per share)

3 unchanged sentences

Non-cash equity compensation expense — 2,380 — — — 2,380 —

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

BALANCE, September 30, 2023 $ 805 $ 133,038 $ 1,938,694 $ ( 8,650 ) $ ( 551,672 ) $ 1,512,215 $ 38,948

See Notes to Consolidated Financial Statements (Unaudited).

2 unchanged sentences

TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST (CONTINUED)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

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

17 unchanged sentences

Non-cash equity compensation expense — 7,071 — — — 7,071 —

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

BALANCE, September 30, 2024 $ 805 $ 137,219 $ 1,949,543 $ ( 21,437 ) $ ( 617,573 ) $ 1,448,557 $ 38,253

Nine Months Ended September 30, 2023

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

15 unchanged sentences

Non-cash equity compensation expense — 8,671 — — — 8,671 —

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

BALANCE, September 30, 2023 $ 805 $ 133,038 $ 1,938,694 $ ( 8,650 ) $ ( 551,672 ) $ 1,512,215 $ 38,948

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 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.

Operating results for the three and nine months ended September 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.

5 unchanged sentences

The provisions of this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, using a retrospective approach.

We are evaluating the impact of adopting ASU 2023-07, and we expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition.

We are evaluating the impact of adopting ASU 2023-07, and we expect this ASU to impact our disclosures but not our results of operations, cash flows, and financial condition.

In December 2023, FASB issued ASU 2023-09 Income Taxes (Topic 740):

2 unchanged sentences

Retrospective application is permitted.

We are evaluating the impact of adopting ASU 2023-09, and we expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition.

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.

Revenue Recognition

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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

At September 30, 2024 and December 31, 2023, the accounts receivable, trade, net, balance was $ 384.0 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 June 30, 2024 and December 31, 2023, the balance of contract assets was $ 8.4 million and $ 7.4 million, respectively.

At September 30, 2024 and December 31, 2023, the balance of contract assets was $ 6.8 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 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.

A t September 30, 2024 and December 31, 2023, t he balance o f contract liabilities was $ 2.1 million and $ 0.9 million, respectively.

The amount of revenues recognized in the nine months ended September 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 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.

During the nine months ended September 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 six months ended June 30, 2024.

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

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Customer relationships

3 unchanged sentences

$ 104,800 $ ( 25,876 ) $ 78,924 $ 104,800 $ ( 18,323 ) $ 86,477

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.

Amortization expense on intangible assets was $ 2.5 million and $ 7.6 million for the three and nine months ended September 30, 2024, respectively, and $ 2.5 million and $ 7.8 million for the three and nine months ended September 30, 2023, respectively, and is reported in depreciation and amortization on the consolidated statements of income.

As of September 30, 2024, we estimate future amortization expense for intangible assets will be $ 2.5 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):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Right-of-use assets (recorded in other non-current assets) $ 41,184 $ 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 June 30, 2024 (in thousands):

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

2024 (remaining) $ 3,110

3 unchanged sentences

Present value of operating lease liabilities $ 43,081

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.

During the nine months ended September 30, 2024 and 2023, right-of-use assets of $ 14.8 million and $ 3.8 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 $ 8.9 million and $ 8.4 million for the nine months ended September 30, 2024 and 2023, respectively, and are included in operating cash flows.

Operating 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 .

Operating lease expense was $ 4.8 million and $ 14.2 million for the three and nine months ended September 30, 2024, respectively, and $ 5.7 million and $ 17.8 million for the three and nine months ended September 30, 2023, respectively.

This expense included $ 3.2 million and $ 9.1 million for the three and nine months ended September 30, 2024, respectively, and $ 2.8 million and $ 8.8 million for the three and nine months ended September 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 $ 2.3 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):

Revenues were $ 2.3 million and $ 7.1 million for the three and nine

months ended September 30, 2024, respectively, and $ 2.8 million and $ 8.2 million for the three and nine months ended September 30, 2023, respectively.

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

2024 (remaining) $ 2,170

17 unchanged sentences

Hierarchy Fair Value

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Other non-current assets:

Equity securities (1)

1 $ 120 $ 310

Other long-term liabilities:

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

13 unchanged sentences

Our ownership interest in Autotech Fund III, L.P.

(“Autotech Fund III”) is accounted for under ASC 323, “ Investments - Equity Method and Joint Ventures .” For additional information regarding the valuation of these investments, see Note 6 – Investments.

(the “Autotech Fund”) is accounted for under ASC 323, “ Investments - Equity Method and Joint Ventures .” For additional information regarding the valuation of these investments, see Note 6 – Investments.

Fair Value of Financial Instruments Not Recorded at Fair Value

1 unchanged sentence

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.

We had no fixed-rate debt outstanding as of September 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).

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.

(6) Investments

4 unchanged sentences

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 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.

As of September 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 $ 348 thousand and $ 316 thousand, respectively.

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

The following table summarizes the activity related to our equity investments without readily determinable fair values during the periods presented (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Investment in equity securities

$ 11 $ 3,000 $ 32 $ 3,000

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

As of September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 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

Loss on investments in equity securities, net $ 37 $ 34 $ 227 $ 36

Portion of net unrealized loss for the period related to equity securities still held at the reporting date 37 35 227 28

Equity Method Investment

In January 2023, we committed to make a $ 20.0 million investment in Autotech Fund III (the “Fund”) pursuant to a limited partnership agreement.

The Fund is managed by Autotech Ventures, a venture capital firm focused on ground transportation technology.

In January 2023, we committed to make a $ 20.0 million investment in the Autotech Fund pursuant to a limited partnership agreement.

The Autotech Fund is managed by Autotech Ventures, a venture capital firm focused on ground transportation technology.

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

As of 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.

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

We contributed $ 2.4 million and $ 2.6 million to the Autotech Fund during the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024 and December 31, 2023, the value of our investment in the Autotech Fund was $ 4.7 million and $ 2.3 million, respectively, and is recorded in other noncurrent assets on the consolidated condensed balance sheets.

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

We recognized earnings of $ 0.3 million and $ 21 thousand from the Autotech Fund for the three and nine months ended September 30, 2024, respectively, and a loss of $ 0.1 million and $ 1.0 million from the Autotech Fund for the three and nine months ended September 30, 2023, respectively, which is reported in loss (earnings) from equity method investment on the consolidated statements of income.

(7) Debt and Credit Facilities

11 unchanged sentences

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.

In August 2024, we entered into a variable-for-fixed interest rate swap agreement with a notional amount of $ 75.0 million, maturing in 2028, and 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 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:

As of September 30, 2024 and December 31, 2023, our outstanding debt totaled $ 690.0 million and $ 648.8 million, respectively.

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

• $ 335.0 million at a variable interest rate of 6.81 %;

3 unchanged sentences

• $ 75.0 million which is effectively fixed at 6.09 % 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.

• $ 75.0 million which is effectively fixed at 5.14 % with an interest rate swap agreement through August 2028.

Subsequent to the end of the quarter, in October 2024, we borrowed $ 45.0 million on our revolving line of credit.

Our total available borrowing capacity under the 2022 Credit Agreement was $ 379.1 million as of September 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 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):

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

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

2024 (remaining) $ —

1 unchanged sentence

(8) Commitments and Contingencies

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

We have committed to property and equipment purchases of approximately $ 81.1 million at September 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 $ 41.3 million as of June 30, 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 June 30, 2024 and December 31, 2023.

As a result of this jury verdict, the Company had recorded a liability of $ 42.8 million as of September 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.

The Company has since filed a Petition for Review with the Texas Supreme Court, seeking further review of the Texas Court of Appeals decision.

No assurances can be given regarding whether the Texas Supreme Court will accept the Company’s petition to review or the outcome of any such review.

We have been involved in class action litigation in the U.S.

District Court for the District of Nebraska, in which the plaintiffs allege that we owe drivers for unpaid wages under the Fair Labor Standards Act (“FLSA”) and the Nebraska Wage Payment and Collection Act and that we failed to pay minimum wage per hour for drivers in our Career Track Program, related to short break time and sleeper berth time.

The period covered by this class action suit is August 2008 through March 2014.

The case was tried to a jury in May 2017, resulting in a verdict of $ 0.8 million in plaintiffs’ favor on the short break matter and a verdict in our favor on the sleeper berth matter.

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

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

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

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

The appellate court sent the case back to the trial court for proceedings consistent with the appellate court’s opinion.

On June 22, 2020, the trial court denied Plaintiffs’ request for a new trial and entered judgment in favor of the Company, dismissing the case with prejudice.

On July 21, 2020, Plaintiffs’ counsel filed a notice of appeal of that dismissal.

On August 3, 2022, the Eighth Circuit Court of Appeals vacated the district court’s judgment and remanded the case, for the trial court to determine whether the plaintiffs should be granted a new trial on the short break claim.

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

Plaintiffs 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.

On August 30, 2024 the Texas Supreme Court granted the Company’s Petition for Review.

Oral argument is scheduled for December 3, 2024.

No assurances can be given regarding the outcome of the review.

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

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

19 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;

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

6 unchanged sentences

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