32 unchanged sentences
The most significant variable expenses that impact the TTS segment are driver salaries and benefits, fuel, fuel taxes (included in taxes and licenses expense), payments to independent contractors (included in rent and purchased transportation expense), supplies and maintenance and insurance and claims.
−Removed: As discussed further in the comparison of operating results for first quarter 2025 to first quarter 2024, several industry-wide issues have caused, and could continue to cause, costs to increase in future periods.
+Added: As discussed further in the comparison of operating results for second quarter 2025 to second quarter 2024, several industry-wide issues have caused, and could continue to cause, costs to increase in future periods.
These issues include shortages of drivers or independent contractors, changing fuel prices, changing used truck and trailer pricing, compliance with new or proposed regulations and tightening of the commercial truck liability insurance market.
2 unchanged sentences
We fund these purchases with net cash from operations and financing available under our existing credit facilities, as management deems necessary.
−Removed: We provide non-trucking services primarily through the three operating units within our Werner Logistics segment (Truckload Logistics, Intermodal, and Final Mile).
+Added: We provide non-trucking services primarily through the three divisions within our Werner Logistics segment (Truckload Logistics, Intermodal, and Final Mile).
Unlike our TTS segment, the Werner Logistics segment is less asset-intensive and is instead dependent upon qualified associates, information systems and qualified third-party capacity providers.
8 unchanged sentences
Three Months Ended (3ME)
−Removed: March 31, Percentage Change in Dollar Amounts
−Removed: 2025 2024 3ME
+Added: June 30, Six Months Ended (6ME)
+Added: June 30, Percentage Change in Dollar Amounts
+Added: 2025 2024 2025 2024 3ME 6ME
(in thousands) $ % $ % $ % $ % % %
11 unchanged sentences
Total operating expenses 686,827 91.2 741,187 97.4 1,404,773 95.9 1,494,679 97.7 (7.3) (6.0)
−Removed: Operating income (loss) (5,832) (0.8) 15,588 2.0 (137.4)
+Added: Operating income 66,321 8.8 19,611 2.6 60,489 4.1 35,199 2.3 238.2 71.8
Total other expense, net 7,231 1.0 7,480 1.0 14,787 1.0 13,753 0.9 (3.3) 7.5
−Removed: Income (loss) before income taxes (13,388) (1.9) 9,315 1.2 (243.7)
−Removed: Income tax expense (benefit) (3,167) (0.5) 3,067 0.4 (203.3)
−Removed: Net income (loss) (10,221) (1.4) 6,248 0.8 (263.6)
+Added: Income before income taxes 59,090 7.8 12,131 1.6 45,702 3.1 21,446 1.4 387.1 113.1
+Added: Income tax expense 15,468 2.0 2,931 0.4 12,301 0.8 5,998 0.4 427.7 105.1
+Added: Net income 43,622 5.8 9,200 1.2 33,401 2.3 15,448 1.0 374.2 116.2
Net loss attributable to noncontrolling interest 440 0.1 265 — 563 — 329 — 66.0 71.1
−Removed: Net income (loss) attributable to Werner $ (10,098) (1.4) $ 6,312 0.8 (260.0)
−Removed: The following tables set forth the operating revenues, operating expenses and operating income (loss) for the TTS segment and certain statistical data regarding our TTS segment operations, as well as statistical data for One-Way Truckload and Dedicated operations within TTS.
+Added: Net income attributable to Werner $ 44,062 5.9 $ 9,465 1.2 $ 33,964 2.3 $ 15,777 1.0 365.5 115.3
+Added: The following tables set forth the operating revenues, operating expenses and operating income for the TTS segment and certain statistical data regarding our TTS segment operations, as well as statistical data for One-Way Truckload and Dedicated operations within TTS.
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2025 2024 2025 2024
TTS segment (in thousands) $ % $ % $ % $ %
4 unchanged sentences
Operating expenses 453,558 87.6 516,071 96.1 956,349 93.8 1,046,357 96.2
−Removed: Operating income (loss) $ (916) (0.2) $ 20,840 3.8
+Added: Operating income $ 64,089 12.4 $ 20,998 3.9 $ 63,173 6.2 $ 41,838 3.8
Three Months Ended
−Removed: TTS segment 2025 2024 % Change
+Added: June 30, Six Months Ended
+Added: TTS segment 2025 2024 % Change 2025 2024 % Change
Average tractors in service 7,489 7,630 (1.8) % 7,452 7,783 (4.3) %
25 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2025 2024 2025 2024
Werner Logistics segment (in thousands) $ % $ % $ % $ %
6 unchanged sentences
Three Months Ended
−Removed: Werner Logistics segment 2025 2024 % Change
+Added: June 30, Six Months Ended
+Added: Werner Logistics segment 2025 2024 % Change 2025 2024 % Change
Average tractors in service 28 22 27.3 % 24 24 — %
1 unchanged sentence
Total trailers (at quarter end) 3,650 3,350 9.0 % 3,650 3,350 9.0 %
−Removed: Total containers (at quarter end) 200 — N/A
−Removed: Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
+Added: Total containers (at quarter end) 200 — N/A 200 — N/A
+Added: Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
Operating Revenues and Operating Profitability
−Removed: Operating reve nues decreased 7.4% for the three months ended March 31, 2025, comp ared to the same period of the prior year.
−Removed: When comparing first quarter 2025 to first quarter 2024, TTS segment reven ues decreased $49.3 million, or 8.9%, and Werner Logistics revenues decreased $6.9 million, or 3.4%.
−Removed: We had an operating loss of $5.8 million in first quarter 2025 compared to $15.6 million operating income in first quarter 2024, and our operating margin percentage decreased to (0.8)% in first quarter 2025 from 2.0% in first quarter 2024.
−Removed: First quarter 2025 operating results were negatively impacted by elevated insurance costs and claims, extreme weather conditions in areas in which we operate, more elevated costs to progress our technology strategy and transformation, and isolated operating inefficiencies and lower utilization stemming from select customer decisions and stop-and-go activity from tariff-induced uncertainties.
−Removed: Dedicated customer retention remains strong and interest in our Dedicated solutions from new customers is increasing.
−Removed: We were awarded several fleet contracts from new and existing customers during first quarter 2025, representing over 200 tractors that are scheduled to be implemented in late second quarter or early third quarter 2025.
−Removed: In first quarter 2025, One-Way Truckload freight conditions were more stable early in the quarter, but weakened in March, as trade policy resulted in a more uncertain and cautious environment.
−Removed: Weaker One-Way Truckload volumes continued in April 2025.
−Removed: One-Way Truckload retention has been good thus far, as we have secured new business with some of our largest customers.
−Removed: Werner Logistics revenues and profitability were impacted by lower volumes in Truckload Logistics.
−Removed: Trucking revenues, net of fuel surcharge, decreased 7.8% in first quart er 2025 compared to first quarter 2024 due to a 6.6% decrease in the average number of tractors in service.
−Removed: TTS average revenues per tractor per week, net of fuel surcharge, decreased 1.4%, due primarily to a 3.5% decrease in One-Way Truckload average total miles per tractor per week, which was negatively impacted by adverse weather conditions in first quart er 2025 .
−Removed: During first quarter 2025, One-Way Truckload average revenues per total mile, net of fuel su rcharge, increased 0.3% and One-Way Truckload average tractors in service decreased 5.5%.
−Removed: Due to higher freight volatility caused by tariff related uncertainties, we are slightly lowering our expectation for the One-Way Truckload fleet average revenues per total mile, net of fuel surcharge, to remain flat or increase up to 3% in second quarter 2025 compared to second quarter 2024.
−Removed: Dedicated average revenues per tractor per week, net of fuel surcharge, decreased 0.3% and was impacted by one fewer business day in first quarter 2025 compared to first quarter 2024.
+Added: Operating reve nues decreased 1.0% for the three months ended June 30, 2025, comp ared to the same period of the prior year.
+Added: When comparing second quarter 2025 to second quarter 2024, TTS segment reven ues decreased $19.4 million, or 3.6%, and Werner Logistics revenues increased $12.3 million, or 5.9%.
+Added: We had operating income of $66.3 million in second quarter 2025 compared to $19.6 million in second quarter 2024, and our operating margin percentage increased to 8.8% in second quarter 2025 from 2.6% in second quarter 2024.
+Added: Our second quarter 2025 consolidated and TTS segment operating results were positively impacted by a $45.7 million liability reversal through insurance and claims expense as a result of a favorable decision related to a lawsuit arising from a December 2014 accident, and a net favorable change of $7.9 million to the contingent earnout liability related to the Baylor Trucking, Inc.
+Added: The Baylor Trucking, Inc.
+Added: contingent consideration arrangement was finalized through negotiations in April 2025.
+Added: For additional information related to this lawsuit and contingent consideration arrangement, see Notes 8 and 5, respectively, in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report.
+Added: Dedicated retention and pipeline remains strong.
+Added: The implementation of new Dedicated fleets awarded in first quarter 2025 started in the later half of second quarter 2025, and are continuing to progress into the third quarter as we hire drivers and build the new fleets to targeted levels.
+Added: Additional Dedicated fleet contracts were awarded in second quarter 2025.
+Added: One-Way Truckload freight conditions were steady through second quarter 2025, benefiting from pop-up opportunities, with stable volumes continuing into the early stages of the third quarter.
+Added: The OBBBA, enacted on July 4, 2025, could stimulate consumer demand and industrial investment over time, both of which we believe would benefit freight volumes.
+Added: Tariff and interest rate impacts remain uncertain for both shippers and consumers.
+Added: Trucking revenues, net of fuel surcharge, decreased 1.6% in second quart er 2025 compared to second quarter 2024 due to a 1.8% decrease in the average number of tractors in service.
+Added: TTS average revenues per tractor per week, net of fuel surcharge, increased 0.3%, due primarily to a 2.7% increase in One-Way Truckload revenues per total mile, net of fuel surcharge, partially offset by a 2.3% decrease in One-Way Truckload average total miles per tractor per week.
+Added: One-Way Truckload revenues per total mile, net of fuel surcharge, increased as recent contractual rate changes became effective.
+Added: One-Way Truckload average tractors in service decreased 3.5%.
+Added: We continue to expect One-Way Truckload fleet average revenues per total mile, net of fuel surcharge, to remain flat or increase up to 3% in third quarter 2025 compared to third quarter 2024.
+Added: Despite inefficiencies from new Dedicated fleet startups during second quarter 2025, Dedicated average revenues per tractor per week, net of fuel surcharge, increased 0.2%.
+Added: It often takes 90 days or more before new fleets meet targeted levels.
We continue to expect Dedicated average revenues per tractor per week, net of fuel surcharge, will remain flat or increase up to 3% in 2025 compared to 2024.
−Removed: TTS had an operating loss of $0.9 million in first quarter 2025 compared to $20.8 million operating income in first quarter 2024, and its operating margin percentage decreased to (0.2)% in first quarter 2025 from 3.8% in first quarter 2024.
−Removed: First quarter 2025 TTS results were negatively impacted by elevated insurance costs and claims, extreme weather conditions, elevated technology costs, and tariff-induced uncertainties.
−Removed: The average number of tractors in service in the TTS segment decreased 6.6% to 7,415 in first qu arter 2025 from 7,935 in first quarter 2024.
−Removed: W e ended first quarter 2025 wi th 7,440 tractors in the TTS segment, a year-over-year decrease of 370 tractors compared to the e nd of first quarter 2024 , and a sequential decrease of 10 tractors compared to the end of fourth quarter 2024.
−Removed: Within TTS, Dedicated ended first quarter 2025 with 4,835 tractors (or 65% of our total TTS segment fleet) compared to 5,080 tractors (or 65%) a year ago.
−Removed: We continue to expect our TTS segment fleet size at the end of 2025 to increase in a range of 1% to 5% when compared to the fleet size at the end of 2024, as we implement new dedicated contracts in late second quarter and early third quarter 2025.
+Added: TTS had a operating income of $64.1 million in second quarter 2025 compared to $21.0 million in second quarter 2024, and its operating margin percentage increased to 12.4% in second quarter 2025 from 3.9% in second quarter 2024.
+Added: As discussed above, second quarter 2025 TTS operating results were positively impacted by a favorable decision related to a
+Added: lawsuit and the finalization of the contingent consideration arrangement in April 2025 related to the Baylor Trucking, Inc.
+Added: The average number of tractors in service in the TTS segment decreased 1.8% to 7,489 in second qu arter 2025 from 7,630 in second quarter 2024.
+Added: W e ended second quarter 2025 wi th 7,545 tractors in the TTS segment, a year-over-year increase of 85 tractors compared to the e nd of second quarter 2024 , and a sequential increase of 105 tractors compared to the end of the first quarter 2025.
+Added: Within TTS, Dedicated ended second quarter 2025 with 4,890 tractors (or 65% of our total TTS segment fleet) compared to 4,825 tractors (or 65%) a year ago.
+Added: We are slightly lowering our expectation for our TTS segment fleet size at the end of 2025 to increase in a range from 1% to 5% to 1% to 4% when compared to the fleet size at the end of 2024.
+Added: The One-Way Truckload fleet size increased sequentially in second quarter 2025, driven in part from the fleet meeting temporary capacity needs for select customers.
+Added: Implementations of new Dedicated fleets remain ongoing, and over the remainder of 2025, growth is expected to be driven more by Dedicated than One-Way Truckload.
We cannot predict whether future driver shortages, if any, would have a further adverse effect on our fleet size.
If such a driver market shortage were to occur, it could result in further fleet size reductions, and our results of operations could be adversely affected.
−Removed: Trucking fuel surcharge revenues decreased 21.0% to $57.6 million in first quarter 2025 from $73.0 million in first quarter 2024 due primarily to lower average diesel fuel prices and the impact of 18.6 million fewer company tractor miles.
+Added: Trucking fuel surcharge revenues decreased 21.1% to $55.2 million in second quarter 2025 from $70.0 million in second quarter 2024 due primarily to lower average diesel fuel prices and the impact of 10.9 million fewer company tractor miles.
These revenues represent collections from customers for the increase in fuel and fuel-related expenses, including the fuel component of our independent contractor cost (recorded as rent and purchased transportation expense) and fuel taxes (recorded in taxes and licenses expense), when diesel fuel prices rise.
7 unchanged sentences
Fuel prices that change rapidly in short time periods also impact our recovery because the surcharge rate in most programs only changes once per week.
−Removed: Werner Logistics revenues are generated by its three operating units.
−Removed: Werner Logistics recorded revenue and brokered freight expense of $4.1 million in first quarter 2025 and 2024 for certain shipments performed by the TTS segment (also recorded as trucking revenue by the TTS segment), and these transactions between reporting segments are eliminated in consolidation.
−Removed: In first quarter 2025, Werner Logistics revenues decreased $6.9 million, or 3.4%, compared to first quarter 2024.
−Removed: Truckload Logistics revenues (75% of total Werner Logistics segment revenues) decreased $7.6 million, or 5%, in first quarter 2025, driven by a decrease in shipments and a decline in revenue per shipment.
−Removed: The Power Only solution, which utilizes third-party carriers who provide only a driver and a tractor, represented a growing portion of the Truckload Logistics volume in first quarter 2025, as Power Only volumes increased over 8% in first quarter 2025 compared to first quarter 2024.
−Removed: Intermodal revenues (14% of total Werner Logistics segment revenues) increased $3.5 million, or 14%, in first quarter 2025, due to an increase in shipments, partially offset by lower revenue per shipment.
−Removed: Final Mile revenues (11% of total Werner Logistics segment revenues) decreased $2.8 million, or 12%, in first quarter 2025, due to lower volumes in furniture and appliance vertical.
−Removed: Werner Logistics had operating losses of $0.5 million and $2.3 million in first quarter 2025 and 2024, respectively, and its operating margin percentage increased to (0.2)% in first quarter 2025 from (1.2)% in first quarter 2024.
−Removed: The competitive operating environment continued to pressure Werner Logistics operating margin for most of first quarter 2025, but improved in March 2025.
+Added: Werner Logistics revenues are generated by its three divisions.
+Added: Werner Logistics recorded revenue and brokered freight expense of $4.7 million in second quarter 2025 and $3.3 million in second quarter 2024 for certain shipments performed by the TTS segment (also recorded as trucking revenue by the TTS segment), and these transactions between reporting segments are eliminated in consolidation.
+Added: In second quarter 2025, Werner Logistics revenues increased $12.3 million, or 5.9%, compared to second quarter 2024.
+Added: Truckload Logistics revenues (77% of total Werner Logistics segment revenues) increased $13.9 million, or 9%, in second quarter 2025, driven by a 7% increase in shipments and higher revenue per shipment.
+Added: The Power Only solution, which utilizes third-party carriers who provide only a driver and a tractor, represented a growing portion of Truckload Logistics operations in second quarter 2025.
+Added: Power Only revenues increased 17% while traditional brokerage recorded mid-single digit revenue growth in second quarter 2025 compared to second quarter 2024.
+Added: Intermodal revenues (13% of total Werner Logistics segment revenues) increased $0.7 million, or 3%, in second quarter 2025, due to a 7% increase in shipments, partially offset by a 4% decrease in revenue per shipment.
+Added: Final Mile revenues (10% of total Werner Logistics segment revenues) decreased $2.4 million, or 10%, in second quarter 2025.
+Added: Werner Logistics had operating income $4.3 million in second quarter 2025 compared to $0.5 million in second quarter 2024, and its operating margin percentage increased to 2.0% in second quarter 2025 from 0.3% in second quarter 2024, due primarily to volume growth and a reduction in operating expenses.
+Added: We expect growth in Werner Logistics revenues to continue, as large shippers need additional capacity.
Operating Expenses
−Removed: Our operating ratio (operati ng expenses expressed as a percentage of ope rating revenues) was 100.8% in first quarter 2025 compared to 98.0% in first quarter 2024.
+Added: Our operating ratio (operati ng expenses expressed as a percentage of ope rating revenues) was 91.2% in second quarter 2025 compared to 97.4% in second quarter 2024.
Expense items that impacted the overall operating ratio are described on the following pages.
The tables on pages 25 through 27 show the consolidated statements of income in dollars and as a percentage of total operating revenues and the percentage increase or decrease in the dollar amounts of those items compared to the same period of the prior year, as well as the operating ratios, operating margins, and certain statistical information for our two reportable segments, TTS and Werner Logistics.
−Removed: Salaries, wages and benefits decreased $22.2 million or 8.4% in first quarter 2025 compared to first quarter 2024 and decreased 0.3% as a percentage of operating revenues.
−Removed: The lower dollar amount of salaries, wages and benefits expense in the first quarter of 2025 was due primarily to the impact of 18.6 million fewer company tractor miles, decreased non-driver pay, and lower benefit costs.
−Removed: The decrease in non-driver pay was due primarily to a smaller average number of non-driver employees.
−Removed: Non-driver salaries, wages and benefits in our non-trucking Werner Logistics segment decreased 14% in first quarter 2025 compared to first quarter 2024.
+Added: Salaries, wages and benefits decreased $9.3 million or 3.6% in second quarter 2025 compared to second quarter 2024 and decreased 0.9% as a percentage of operating revenues.
+Added: The lower dollar amount of salaries, wages and benefits expense in the second quarter of 2025 was due primarily to the impact of 10.9 million fewer company tractor miles, lower benefit costs, and decreased non-driver pay.
+Added: The decrease in non-driver pay was due primarily to a smaller average number of non-driver employees, partially offset by severance expense of $1.3 million from recent cost saving initiatives.
+Added: Non-driver salaries, wages
+Added: and benefits in our non-trucking Werner Logistics segment decreased 11% in second quarter 2025 compared to second quarter 2024.
We renewed our workers’ compensation insurance coverage on April 1, 2025.
7 unchanged sentences
If such a driver shortage were to occur and driver pay rate increases became necessary to attract and retain drivers, our results of operations would be negatively impacted to the extent that we could not obtain corresponding freight rate increases.
−Removed: Fuel decreased $14.5 million or 18.7% in first quarter 2025 compared to first quarter 2024 and decreased 1.2% as a percentage of operating revenues, due to lower average diesel fuel prices and 18.6 million fewer company tractor miles in first quarter 2025.
−Removed: Average diesel fuel prices were 30 cents per gallon lower in first quarter 2025 than in first quarter 2024 and were 12 cents per gallon higher than in fourth quarter 2024.
+Added: Fuel decreased $11.6 million or 16.1% in second quarter 2025 compared to second quarter 2024 and decreased 1.5% as a percentage of operating revenues, due to lower average diesel fuel prices and 10.9 million fewer company tractor miles in second quarter 2025.
+Added: Average diesel fuel prices were 29 cents per gallon lower in second quarter 2025 than in second quarter 2024 and were 14 cents per gallon lower than in first quarter 2025.
We continue to employ measures to improve our fuel mpg such as (i) limiting tractor engine idle time by installing auxiliary power units, (ii) optimizing the speed, weight and specifications of our equipment and (iii) implementing mpg-enhancing equipment changes to our fleet including new tractors, more aerodynamic tractor features, idle reduction systems, trailer tire inflation systems, trailer skirts and automated manual transmissions to reduce our fuel gallons purchased.
3 unchanged sentences
The SmartWay Transport Partnership is a national voluntary program developed by the EPA and freight industry representatives to reduce greenhouse gases and air pollution and promote cleaner, more efficient ground freight transportation.
−Removed: For April 2025, the average diesel fuel price per gallon was approximately 47 cents lower than the average diesel fuel price per gallon in April 2024 and approximately 31 cents lower than in second quarter 2024.
+Added: For July 2025, the average diesel fuel price per gallon was 2 cents lower than the average diesel fuel price per gallon in July 2024 and 12 cents higher than in third quarter 2024.
Shortages of fuel, increases in fuel prices and petroleum product rationing can have a material adverse effect on our operations and profitability.
We are unable to predict whether fuel price levels will increase or decrease in the future or the extent to which fuel surcharges will be collected from customers.
−Removed: As of March 31, 2025, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.
−Removed: Supplies and maintenance decreased $1.7 million or 2.8% in first quarter 2025 compared to first quarter 2024 and increased 0.4% as a percentage of operating revenues.
−Removed: Supplies and maintenance expense decreased due primarily to lower costs for over-the-road tractor and trailer maintenance and the impact of 18.6 million fewer company tractor miles in first quarter 2025.
−Removed: These decreases were partially offset by higher costs for tires.
−Removed: Taxes and licenses decreased $2.8 million or 11.2% in first quarter 2025 compared to first quarter 2024 and decreased 0.2% as a percentage of operating revenues due primarily to lower costs for fuel taxes.
−Removed: The decrease in fuel tax expense in the first quarter of 2025 was impacted by lower average diesel fuel prices and 18.6 million fewer company tractor miles.
−Removed: Insurance and claims increased $7.4 million or 20.4% in first quarter 2025 compared to first quarter 2024 and increased 1.5% as a percentage of operating revenues.
−Removed: We had higher expense for large dollar liability claims, due primarily to a higher amount of unfavorable reserve development and higher expense for new claims.
−Removed: The higher amount of unfavorable reserve development was due primarily to one adverse verdict late in first quarter 2025 related to a 2019 incident, which we plan to appeal.
−Removed: We also had higher expense for small dollar liability claims, resulting primarily from unfavorable reserve development in first quarter 2025 compared to favorable reserve development in first quarter 2024, partially offset by lower expense for new claims.
−Removed: Expense for new claims was impacted by decreased cost per claim in first quarter 2025 compared to first quarter 2024.
−Removed: We also incurred insurance and claims expense of $1.5 million in first quarter 2025 and $0.5 million for first quarter 2024 for accrued interest related to a previously-disclosed adverse jury verdict rendered on May 17, 2018, which we are continuing to defend.
−Removed: Interest is accrued at $0.5 million per month until such time as the outcome of the litigation is finalized, excluding months where the plaintiffs requested an extension of time to respond to our petition to review.
+Added: As of June 30, 2025, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.
+Added: Supplies and maintenance increased $0.3 million or 0.4% in second quarter 2025 compared to second quarter 2024 and increased 0.2% as a percentage of operating revenues.
+Added: Supplies and maintenance expense increased due primarily to higher driver and placement driver-related costs such as driver advertising and lodging.
+Added: These increases were partially offset by lower costs for over-the-road tractor maintenance and the impact of 10.9 million fewer company tractor miles in second quarter 2025.
+Added: Taxes and licenses decreased $2.4 million or 9.4% in second quarter 2025 compared to second quarter 2024 and decreased 0.2% as a percentage of operating revenues due primarily to lower costs for fuel taxes.
+Added: The decrease in fuel tax expense in the second quarter of 2025 was impacted by lower average diesel fuel prices and 10.9 million fewer company tractor miles.
+Added: Insurance and claims decreased $38.7 million or 121.4% in second quarter 2025 compared to second quarter 2024 and decreased 5.1% as a percentage of operating revenues due primarily to the impact of a $45.7 million liability reversal through insurance and claims expense as a result of a favorable decision in second quarter 2025 related to an adverse jury verdict rendered on May 17, 2018 for a December 2014 accident, effectively ending the lawsuit in favor of Werner.
For additional information related to this lawsuit, see Note 8 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report.
+Added: The favorable impact of the liability reversal was partially offset by higher expense for liability claims, due primarily to a higher amount of unfavorable reserve development, partially offset by lower expense for new claims.
+Added: Lower expense for new claims was impacted by decreased cost per claim in second quarter 2025 compared to the same period in 2024.
+Added: We also incurred insurance and claims expense of $1.0 million for second quarter 2024 for accrued interest related to the adverse jury verdict rendered on May 17, 2018.
+Added: We continued to accrue pre-tax insurance and claims expense for interest at
+Added: $0.5 million per month (excluding months where the plaintiffs requested an extension of time to respond to our petition for review) until our appeal was finalized in second quarter 2025.
The majority of our insurance and claims expense results from our claim experience and claim development under our self-insurance program;
4 unchanged sentences
We maintain liability insurance coverage with insurance carriers in excess of the $15.0 million per claim.
−Removed: Our liability insurance premiums for the policy year that began August 1, 2024 are lower than premiums for the previous policy year as a result of changes in our retention level and aggregate insurance limits.
−Removed: Depreciation and amortization expense decreased $4.2 million or 5.7% in first quarter 2025 compared to first quarter 2024 and increased 0.1% as a percentage of operating revenues due primarily to a decrease in depreciation of tractors, as we had fewer average tractors in service.
−Removed: The average age of our tractor fleet remains low by industry standards and was 2.2 years as of March 31, 2025, and the average age of our trailers was 5.4 years.
+Added: Our liability insurance premiums for the policy year that began August 1, 2025 are slightly higher than premiums for the previous policy year.
+Added: Depreciation and amortization expense decreased $1.9 million or 2.6% in second quarter 2025 compared to second quarter 2024 and decreased 0.2% as a percentage of operating revenues due primarily to a decrease in depreciation of tractors, as we had fewer average tractors in service, and technology equipment as we continue to transition to more cloud-based technology solutions.
+Added: The average age of our tractor fleet remains low by industry standards and was 2.4 years as of June 30, 2025, and the average age of our trailers was 5.5 years.
We are continuing to invest in new tractors and trailers, technology, and our terminal network in 2025 to improve our driver experience, increase operational efficiency and more effectively manage our maintenance, safety and fuel costs.
−Removed: Rent and purchased transportation expense increased $2.2 million or 1.1% in first quarter 2025 compared to first quarter 2024, and increased 2.4% as a percentage of operating revenues.
+Added: Rent and purchased transportation expense increased $17.9 million or 8.5% in second quarter 2025 compared to second quarter 2024, and increased 2.6% as a percentage of operating revenues.
Rent and purchased transportation expense consists mostly of payments to third-party capacity providers in the Werner Logistics segment and other non-trucking operations, payments to independent contractors in the TTS segment, and cloud-based technology fees.
The payments to third-party capacity providers generally vary depending on changes in the volume of services generated by the Werner Logistics segment.
−Removed: Werner Logistics recorded revenue and brokered freight expense of $4.1 million in first quarter 2025 and 2024 for certain shipments performed by the TTS segment (also recorded as trucking revenue by the TTS segment), and these transactions between reporting segments are eliminated in consolidation.
−Removed: Werner Logistics purchased transportation expense decreased $5.3 million in first quarter 2025 as a result of lower logistics revenues, but increased to 85.5% as a percentage of Werner Logistics revenues in first quarter 2025 from 85.2% in first quarter 2024.
−Removed: Rent and purchased transportation expense for the TTS segment increased $6.0 million in first quarter 2025 compared to first quarter 2024 due primarily to more independent contractor miles, higher technology-related costs, and additional operational facility costs.
−Removed: These increases were partially offset by lower reimbursements to independent contractors because of lower average diesel fuel prices in first quarter 2025.
−Removed: Independent contractor miles increased approximately 1.6 million miles in first quarter 2025 and as a percentage of total miles were 5.6% in first quarter 2025 compared to 4.3% in first quarter 2024.
+Added: Werner Logistics recorded revenue and brokered freight expense of $4.7 million in second quarter 2025 and $3.3 million in second quarter 2024 for certain shipments performed by the TTS segment (also recorded as trucking revenue by the TTS segment), and these transactions between reporting segments are eliminated in consolidation.
+Added: Werner Logistics purchased transportation expense increased $11.3 million in second quarter 2025 as a result of higher logistics revenues, and increased to 85.1% as a percentage of Werner Logistics revenues in second quarter 2025 from 84.8% in second quarter 2024.
+Added: Rent and purchased transportation expense for the TTS segment increased $6.3 million in second quarter 2025 compared to second quarter 2024 due primarily to more independent contractor miles and higher technology-related costs.
+Added: These increases were partially offset by lower reimbursements to independent contractors because of lower average diesel fuel prices in second quarter 2025.
+Added: Independent contractor miles increased approximately 1.9 million miles in second quarter 2025 and as a percentage of total miles were 6.0% in second quarter 2025 compared to 4.8% in second quarter 2024.
Because independent contractors supply their own tractors and drivers and are responsible for their operating expenses, the increase in independent contractor miles as a percentage of total miles shifted costs from other expense categories, including (i) salaries, wages and benefits, (ii) fuel, (iii) depreciation, (iv) supplies and maintenance and (v) taxes and licenses to the rent and purchased transportation category.
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These increased expenses could negatively affect our results of operations to the extent that we would not be able to obtain corresponding freight rate increases.
−Removed: Other operating expenses increased $0.7 million in first quarter 2025 compared to first quarter 2024 and increased 0.1% as a percentage of operating revenues due primarily to lower gains on sales of property and equipment (primarily used tractors and trailers) and increased bad debt expense, partially offset by decreased costs associated with general professional services.
+Added: Other operating expenses decreased $8.2 million in second quarter 2025 compared to second quarter 2024 and decreased 1.1% as a percentage of operating revenues due primarily to the impact of a $7.9 million net favorable change to the contingent earnout liability in April 2025 related to the Baylor Trucking, Inc.
+Added: acquisition and higher gains on sales of property and equipment (primarily used tractors and trailers), partially offset by increased bad debt expense and costs associated with professional services.
Gains on sales of property and equipment are reflected as a reduction of other operating expenses and are reported net of sales-related expenses (which include costs to prepare the equipment for sale).
−Removed: Gains on sales of property and equipment were $2.8 million in first quarter 2025 compared to $3.6 million in first quarter 2024.
−Removed: We sold fewer tractors and trailers in first quarter 2025 compared to first quarter 2024 and realized lower average gains per tractor and improved average gains per trailer.
−Removed: Recently, we have seen increased values on used revenue equipment as pricing on new equipment is fluid and is being influenced by tariff uncertainties.
−Removed: While this is a positive development, it is too early to predict the impact this will have on our used equipment gains for the remainder of the year.
−Removed: We continue to expect gains on our used equipment to range between $8 million and $18 million in 2025.
+Added: Gains on sales of property and equipment were $5.9 million in second quarter 2025 compared to $2.7 million, which includes $1.8 million from sales of real estate, in second quarter 2024.
+Added: We sold fewer tractors and trailers in second quarter 2025 compared to second quarter 2024 and
+Added: realized much higher average gains per tractor and trailer.
+Added: Recently, used tractor values have been elevated due largely to tariff uncertainties.
+Added: As a result, we are adjusting our full-year guidance range for gains on our used equipment from a range of $8 million and $18 million to a range of $12 million to $18 million in 2025.
Other Expense (Income)
−Removed: Other expense, net of other income, increased $1.3 million in first quarter 2025 compared to first quarter 2024, due primarily to a $1.8 million increase in net interest expense, partially offset by a $0.4 million increase in the amount of net earnings
−Removed: recognized from our investments (see Note 6 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our investments).
−Removed: Net interest expense increased due to the impact of replacing lower-cost debt and interest rate swaps with higher-cost debt and interest rate swaps upon certain maturities in second quarter 2024 and an increase in average debt outstanding.
+Added: Other expense, net of other income, decreased $0.2 million in second quarter 2025 compared to second quarter 2024, due primarily to a $0.9 million increase in the amount of net earnings recognized from our investments (see Note 6 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our investments), partially offset by a $0.6 million increase in net interest expense.
+Added: Net interest expense increased primarily due to an increase in average debt outstanding.
During the first quarter 2025, we entered into a LSA, which bears interest at a lower rate than the 2022 Credit Agreement (see Note 7 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our credit facilities and interest rate swaps).
We continue to expect net interest expense for full-year 2025 to be flat-to-down compared to 2024, higher in the first half and lower in the second half of the year, as we start to benefit from lower interest rates under the LSA.
−Removed: Income Tax Expense (Benefit)
−Removed: We had an income tax benefit of $3.2 million in first quarter 2025 compared to income tax expense of $3.1 million in first quarter 2024.
−Removed: Our effective income tax rate (income taxes expressed as a percentage of income (loss) before income taxes) was 23.7% in first quarter 2025 compared to 32.9% in first quarter 2024.
−Removed: The lower effective income tax rate in first quarter 2025 is attributed primarily to a higher amount of unfavorable discrete income tax items in the first quarter 2024.
−Removed: We continue to estimate our full year 2025 effective income tax rate to be approximately 25.0% to 26.0%, as we expect an elevated effective income tax rate in future quarters.
+Added: Income Tax Expense
+Added: Income tax expense increased $12.5 million in second quarter 2025 compared to second quarter 2024 due primarily to higher pre-tax income and an increase in the effective income tax rate.
+Added: Our effective income tax rate (income taxes expressed as a percentage of income before income taxes) increased to 26.2% in second quarter 2025 compared to 24.2% in second quarter 2024 due primarily to differences in discrete income tax items.
+Added: We continue to estimate our full year 2025 effective income tax rate to be approximately 25.0% to 26.0%, as we expect a lower effective income tax rate in future quarters.
+Added: Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
+Added: Operating Revenues and Operating Profitability
+Added: Operating revenues decreased 4.2% for the six months ended June 30, 2025, compared to the same period of the prior year.
+Added: When comparing the first six months of 2025 to the first six months of 2024, TTS segment revenues decreased $68.7 million, or 6.3%, and Werner Logistics revenues increased $5.3 million, or 1.3%.
+Added: In the TTS segment, trucking revenues, net of fuel surcharge, decreased $44.0 million, due primarily to a 4.3% decrease in average tractors in service and a 0.5% decrease in average revenues per tractor per week, net of fuel surcharge.
+Added: TTS segment fuel surcharge revenues for the six months ended June 30, 2025 decreased $30.1 million, or 21.1%, when compared to the same period of the prior year due to the impact of 29.6 million fewer company tractor miles and lower average diesel fuel prices.
+Added: The increase in Werner Logistics revenues was primarily due to higher volumes in Truckload Logistics.
+Added: We had operating income of $60.5 million for the six months ended June 30, 2025 compared to $35.2 million for the first six months of 2024, and our operating margin percentage increased to 4.1% for the six months ended June 30, 2025 from 2.3% for the first six months of 2024.
+Added: As discussed above, consolidated and TTS operating results for the six months ended June 30, 2025 were positively impacted by a favorable decision related to a lawsuit and the finalization of the contingent consideration arrangement in April 2025 related to the Baylor Trucking, Inc.
+Added: Operating Expenses
+Added: Our operating ratio (operating expenses expressed as a percentage of operating revenues) was 95.9% for the six months ended June 30, 2025 and 97.7% for the six months ended June 30, 2024.
+Added: Expense items that impacted the overall operating ratio are described on the following pages.
+Added: The tables on pages 25 through 27 show the consolidated statements of income in dollars and as a percentage of total operating revenues and the percentage increase or decrease in the dollar amounts of those items compared to the same period of the prior year, as well as the operating ratios, operating margins, and certain statistical information for our two reportable segments, TTS and Werner Logistics.
+Added: Salaries, wages and benefits decreased $31.5 million, or 6.0%, in the first six months of 2025 compared to the same period in 2024 and decreased 0.6% as a percentage of operating revenues to 33.7%.
+Added: The lower dollar amount of salaries, wages and benefits expense in the first six months of 2025 was due primarily to the impact of 29.6 million fewer company tractor miles, decreased non-driver pay, and lower benefit costs.
+Added: The decrease in non-driver pay was due primarily to a smaller average number of non-driver employees, partially offset by severance expense of $1.3 million from recent cost saving initiatives.
+Added: Non-driver salaries, wages and benefits in our non-trucking Werner Logistics segment decreased 13% in the first six months of 2025 compared to the same period in 2024.
+Added: Fuel decreased $26.1 million, or 17.5%, in the first six months of 2025 compared to the same period in 2024 and decreased 1.4% as a percentage of operating revenues due to lower average diesel fuel prices and 29.6 million fewer company tractor miles in the first six months of 2025.
+Added: Average diesel fuel prices were 30 cents per gallon lower in the first six months of 2025 than in same period in 2024.
+Added: Supplies and maintenance decreased $1.5 million, or 1.2%, in the first six months of 2025 compared to the same period in 2024 and increased 0.2% as a percentage of operating revenues.
+Added: Supplies and maintenance expense decreased due primarily to the impact of 29.6 million fewer company tractor miles and lower costs for tractor maintenance and tolls.
+Added: These decreases were partially offset by higher costs for tire maintenance and driver-related costs such as driver advertising.
+Added: Insurance and claims decreased $31.3 million, or 45.8%, in the first six months of 2025 compared to the same period in 2024 and decreased 1.9 as a percentage of operating revenues due primarily to the impact of a $45.7 million liability reversal through insurance and claims expense as a result of a favorable decision in second quarter 2025 related to an adverse jury verdict rendered on May 17, 2018 for a December 2014 accident, effectively ending the lawsuit in favor of Werner.
+Added: For additional information related to this lawsuit, see Note 8 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report.
+Added: The favorable impact of the liability reversal was partially offset by higher expense for liability claims, due primarily to a higher amount of unfavorable reserve development, partially offset by lower expense for new claims.
+Added: Lower expense for new claims was impacted by decreased cost per claim in first six months of 2025 compared to the same period in 2024.
+Added: Depreciation and amortization expense decreased $6.1 million, or 4.2%, in the first six months of 2025 compared to the same period in 2024 and was flat as a percentage of operating revenues due primarily to decreases in depreciation of tractors as we had fewer average tractors in service, and technology equipment as we continue to transition to more cloud-based technology solutions.
+Added: Werner Logistics purchased transportation expense increased $5.9 million in the first six months of 2025 as a result of higher logistics revenues, and increased 0.3% as a percentage of Werner Logistics revenues to 85.3% in the first six months of 2025 from 85.0% in the same period in 2024.
+Added: Rent and purchased transportation expense for the TTS segment increased $12.3 million in the first six months of 2025 compared to the same period in 2024 due primarily to due primarily to more independent contractor miles, higher technology-related costs, and additional operational facility costs.
+Added: These increases were partially offset by lower reimbursements to independent contractors because of lower average diesel fuel prices in first six months of 2025.
+Added: Independent contractor miles increased 3.4 million miles in the first six months of 2025 and as a percentage of total miles were 5.8% in the first six months of 2025 compared to 4.5% in the first six months of 2024.
+Added: Other operating expenses decreased $7.5 million in the first six months of 2025 compared to the same period in 2024 and decreased 0.5% as a percentage of operating revenues due primarily to the impact of a $7.8 million net favorable change to the contingent earnout liability related to the Baylor Trucking, Inc.
+Added: acquisition and higher gains on sales of property and equipment (primarily used tractors and trailers), partially offset by increased bad debt expense and costs associated with professional services.
+Added: Gains on sales of property and equipment were $8.8 million in the first six months of 2025 compared to $6.2 million, including $1.8 million from the sale of real estate, in the same period in 2024.
+Added: We sold fewer tractors and trailers in the first six months of 2025 compared to the same period in 2024 and realized much higher average gains per tractor and trailer, as used equipment values have been elevated due largely to global trade policy.
+Added: Other Expense (Income)
+Added: Other expense, net of inco me, increased $1.0 million in the first six months of 2025 compared to the same period in 2024 due primari ly to a $2.4 million increase in net interest expense, partially offset by a $1.3 million increase in the amount of net earnings recognized from our investments (see Note 6 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our investments).
+Added: Net interest expense increased primarily due to the impact of replacing lower-cost debt and interest rate swaps with higher-cost debt and interest rate swaps upon certain maturities in the second quarter of 2024 (see Note 7 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for further information on our debt and interest rate swaps) and an increase in average debt outstanding.
+Added: Income Tax Expense
+Added: Income tax expense increased $6.3 million in the first six months of 2025 compared to the same period in 2024 , due primarily to higher pre-tax income, partially offset by a decrease in the effective income tax rate.
+Added: Our effective income tax rate decreased to 26.9% in the first six months of 2025 compared to 28.0% in the first six months of 2024 due primarily to differences in discrete income tax items.
Liquidity and Capital Resources:
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Capital expenditures, business acquisitions, stock repurchases, and dividend payments are components of our cash flow and capital management strategy, which to a large extent, can be adjusted in response to economic and other changes in the business environment.
−Removed: Management’s approach to capital allocation focuses on investing in key priorities that support our business and growth strategies and providing stockholder returns, while funding ongoing operations.
−Removed: Management believes our financial position at March 31, 2025 is strong.
−Removed: As of March 31, 2025, we had $52.0 million of cash and cash equivalents and $1.4 billion of stockholders’ equity.
+Added: Management’s approach to capital allocation focuses on
+Added: investing in key priorities that support our business and growth strategies and providing stockholder returns, while funding ongoing operations.
+Added: Management believes our financial position at June 30, 2025 is strong.
+Added: As of June 30, 2025, we had $51.4 million of cash and cash equivalents and $1.4 billion of stockholders’ equity.
Cash is invested primarily in short-term money market funds.
−Removed: In addition, we have a maximum borrowing capacity of $1.375 billion under our credit facilities, for which our total available borrowing capacity was $725.3 million as of March 31, 2025 (see Note 7 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our credit facilities).
+Added: In addition, we have a maximum borrowing capacity of $1.375 billion under our credit facilities, for which our total available borrowing capacity was $644.1 million as of June 30, 2025 (see Note 7 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our credit facilities).
We believe the six commercial banks in our $1.075 billion syndicated credit facility all have strong tier-one capital ratios and good loan-to-deposit ratios.
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Item 7 of Part II of our 2024 Form 10-K includes our disclosure of material cash requirements as of December 31, 2024.
−Removed: There were no material changes in the nature of these items during the three months ended March 31, 2025.
−Removed: During the three months ended March 31, 2025, we generated cash flow from operations of $29.4 million, a 66.8% or $59.2 million decrease in cash flows compared to the same three-month period a year ago.
−Removed: The decrease in net cash provided by operating activities was due primarily to working capital changes and a $16.5 million decrease in earnings for the three-month period ended March 31, 2025.
−Removed: We were able to make net capital expenditures, repay debt, make strategic investments, and pay dividends with the net cash provided by operating activities and existing cash balances.
−Removed: Net investing activities provided $2.4 million for the three-month period ended March 31, 2025, and used $19.4 million during the same period in 2024.
−Removed: Net proceeds from the sales of property and equipment (primarily revenue equipment) were $7.6 million for the three-month period ended March 31, 2025, compared to net property and equipment additions of $19.0 million during the same period of 2024.
−Removed: We continue to estimate net capital expenditures (primarily revenue equipment) in 2025 to be in the range of $185 million to $235 million, compared to net capital expenditures in 2024 of $234.9 million.
−Removed: Tariffs on equipment will have an impact on our capital expenditure decisions, including the timing of our purchases for the remainder of the year.
−Removed: In the event tariffs continue, we expect low single digit percent increases to the cost of equipment and parts, but with favorable offsets due to growing demand and improved resale values for our used revenue equipment, which we saw as an early development in April 2025.
+Added: There were no material changes in the nature of these items during the six months ended June 30, 2025.
+Added: During the six months ended June 30, 2025, we generated cash flow from operations of $75.4 million, a 61.9% or $122.3 million decrease in cash flows compared to the same six-month period a year ago.
+Added: The decrease in net cash provided by operating activities was due primarily to working capital changes for the six-month period ended June 30, 2025.
+Added: We were able to make net capital expenditures, make strategic investments, pay dividends, and repurchase company stock with the net cash provided by operating activities, supplemented by borrowings under our existing credit facilities.
+Added: Net investing activities used $63.9 million for the six-month period ended June 30, 2025, and $119.4 million during the same period in 2024.
+Added: Net property and equipment additions (primarily revenue equipment) were $58.1 million for the six-month period ended June 30, 2025, compared to $118.2 million during the same period of 2024.
+Added: We are adjusting our full-year 2025 net capital expenditures (primarily revenue equipment) guidance from a range of $185 million to $235 million to a range of $145 million to $185 million.
+Added: Given our strong balance sheet and proactive fleet management, we entered 2025 with a higher-than-normal inventory of new tractors ready to support growth.
+Added: These factors, combined with a deliberate shift to a more asset light operational mix are expected to result in net capital expenditures below our historical range in 2025.
+Added: Net capital expenditures in 2024 was $234.9 million.
We intend to fund these net capital expenditures through cash flows from operations and financing available under our existing credit facilities, if necessary.
−Removed: As of March 31, 2025, we were committed to property and equipment purchases of approximately $94.4 million.
−Removed: Net financing activities used $20.5 million during the three months ended March 31, 2025 compared to $70.8 million during the same period in 2024.
−Removed: We had net repayments on our debt of $10.0 million during the three months ended March 31, 2025,
−Removed: decreasing our outstanding debt to $640.0 million at March 31, 2025.
−Removed: We had net repayments on our debt of $51.3 million during the three months ended March 31, 2024.
−Removed: We paid dividends of $8.7 million during the three months ended March 31, 2025 and $8.9 million during the same period in 2024.
+Added: As of June 30, 2025, we were committed to property and equipment purchases of approximately $116.4 million.
+Added: Net financing activities used $1.8 million during the six months ended June 30, 2025 compared to $67.8 million during the same period in 2024.
+Added: We had net borrowings on our debt of $75.0 million during the six months ended June 30, 2025, increasing our outstanding debt to $725.0 million at June 30, 2025.
+Added: We had net borrowings on our debt of $21.3 million during the six months ended June 30, 2024.
+Added: We paid dividends of $17.3 million during the six months ended June 30, 2025 and $17.8 million during the same period in 2024.
We currently plan to continue paying a quarterly dividend.
−Removed: We did not repurchase any shares of common stock during the three months ended March 31, 2025.
−Removed: Financing activities for the same period in 2024 included common stock repurchases of 167,818 shares at a cost of $6.5 million.
−Removed: As of March 31, 2025, the Company had purchased 1,103,651 shares pursuant to our current Board of Directors repurchase authorization and had 3,896,349 shares remaining available for repurchase.
+Added: Financing activities for the six months ended June 30, 2025, also included stock repurchases of 2,113,007 shares at a cost of $55.6 million, including broker commissions and excise taxes.
+Added: Financing activities for the same period in 2024 included common stock repurchases of 1,787,810 shares at a cost of $67.1 million, including broker commissions and excise taxes.
+Added: As of June 30, 2025, the Company had purchased 3,216,658 shares pursuant to our current Board of Directors repurchase authorization and had 1,783,342 shares remaining available for repurchase.
The Company has repurchased, and may continue to repurchase, shares of the Company’s common stock.
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Item 1 of Part I of our 2024 Form 10-K includes a discussion of pending proposed regulations that may have an effect on our operations if they become adopted and effective as proposed.
−Removed: There have been no material changes in the status of the proposed regulations previously disclosed in the 2024 Form 10-K.
+Added: The following is an update to the regulations set forth in our 2024 Form 10-K.
+Added: In January 2025, California voluntarily withdrew the Advanced Clean Fleets (“ACF”) waiver request from the U.S.
+Added: Environmental Protection Agency.
+Added: Also, in June 2025, Congress rescinded the previously granted waivers for Advanced Clean Trucks (“ACT”).
+Added: While these regulations remain in the California Administrative Code, the future of the ACF and ACT regulations is uncertain.
+Added: Werner continues to monitor any California Air Resources Board-related regulatory developments.
+Added: The rescission of the waiver request and approved waivers will potentially impact tractor prices, availability, performance, and efficiency.
+Added: There have been no other material changes in the status of the proposed regulations previously disclosed in the 2024 Form 10-K.
Critical Accounting Estimates:
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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.