WERNER ENTERPRISES INC, 10-K filed on 2/26/2024
Annual Report
v3.24.0.1
Cover - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Feb. 09, 2024
Jun. 30, 2023
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 0-14690    
Entity Registrant Name WERNER ENTERPRISES, INC.    
Entity Incorporation, State or Country Code NE    
Entity Tax Identification Number 47-0648386    
Entity Address, Address Line One 14507 Frontier Road    
Entity Address, Address Line Two Post Office Box 45308    
Entity Address, City or Town Omaha    
Entity Address, State or Province NE    
Entity Address, Postal Zip Code 68145-0308    
City Area Code 402    
Local Phone Number 895-6640    
Title of 12(b) Security Common Stock, $0.01 Par Value    
Trading Symbol WERN    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 2,771
Entity Common Stock, Shares Outstanding   63,468,690  
Documents Incorporated by Reference Portions of the Proxy Statement of Registrant for the Annual Meeting of Stockholders to be held May 14, 2024, are incorporated in Part III of this report.    
Amendment Flag false    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Entity Central Index Key 0000793074    
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Audit Information
 12 Months Ended
Dec. 31, 2023
Audit Information [Abstract]  
Auditor Name KPMG LLP
Auditor Location Omaha, NE
Auditor Firm ID 185
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CONSOLIDATED STATEMENTS OF INCOME - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Statement [Abstract]      
Operating revenues $ 3,283,499 $ 3,289,978 $ 2,734,372
Operating expenses:      
Salaries, wages and benefits 1,072,558 1,020,609 895,012
Fuel 345,001 437,299 245,866
Supplies and maintenance 256,494 253,096 206,701
Taxes and licenses 102,684 97,929 96,095
Insurance and claims 138,516 147,365 98,658
Depreciation and amortization 299,509 279,923 267,700
Rent and purchased transportation 886,284 777,464 641,159
Communications and utilities 18,480 15,856 13,460
Other (12,443) (62,639) (39,425)
Total operating expenses 3,107,083 2,966,902 2,425,226
Operating income 176,416 323,076 309,146
Other expense (income):      
Interest expense 33,535 11,828 4,423
Interest income (6,701) (1,731) (1,211)
Loss (gain) on investments in equity securities, net 278 (12,195) (40,317)
Loss from equity method investment 1,046 0 0
Other 477 388 236
Total other expense (income) 28,635 (1,710) (36,869)
Income before income taxes 147,781 324,786 346,015
Income tax expense 35,491 79,206 84,537
Net income 112,290 245,580 261,478
Net loss (income) attributable to noncontrolling interest 92 (4,324) (2,426)
Net income attributable to Werner $ 112,382 $ 241,256 $ 259,052
Earnings per share:      
Basic (in dollars per share) $ 1.77 $ 3.76 $ 3.84
Diluted (in dollars per share) $ 1.76 $ 3.74 $ 3.82
Weighted-average common shares outstanding:      
Basic (in shares) 63,374 64,125 67,434
Diluted (in shares) 63,718 64,579 67,855
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Statement of Comprehensive Income [Abstract]      
Net income $ 112,290 $ 245,580 $ 261,478
Other comprehensive income (loss):      
Foreign currency translation adjustments 6,120 2,426 (1,381)
Change in fair value of interest rate swaps, net of tax (4,512) 6,886 3,610
Other comprehensive income, net 1,608 9,312 2,229
Comprehensive income 113,898 254,892 263,707
Comprehensive loss (income) attributable to noncontrolling interest 92 (4,324) (2,426)
Comprehensive income attributable to Werner $ 113,990 $ 250,568 $ 261,281
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CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 61,723 $ 107,240
Accounts receivable, trade, less allowance of $9,337 and $10,271, respectively 444,944 518,815
Other receivables 25,479 29,875
Inventories and supplies 18,077 14,527
Prepaid taxes, licenses and permits 16,505 17,699
Other current assets 67,900 74,459
Total current assets 634,628 762,615
Property and equipment, at cost:    
Land 115,989 100,594
Buildings and improvements 320,976 309,241
Revenue equipment 2,290,376 2,169,172
Service equipment and other 224,313 306,634
Total property and equipment 2,951,654 2,885,641
Less – accumulated depreciation 978,698 1,060,365
Property and equipment, net 1,972,956 1,825,276
Goodwill 129,104 132,717
Intangible assets, net 86,477 81,502
Other non-current assets 334,771 295,145
Total assets 3,157,936 3,097,255
Current liabilities:    
Accounts payable 135,990 124,483
Current portion of long-term debt 2,500 6,250
Insurance and claims accruals 81,794 78,620
Accrued payroll 50,549 49,793
Accrued expenses 30,282 20,358
Other current liabilities 29,470 30,016
Total current liabilities 330,585 309,520
Long-term debt, net of current portion 646,250 687,500
Other long-term liabilities 54,275 59,677
Insurance and claims accruals, net of current portion 239,700 244,946
Deferred income taxes 320,180 313,278
Total liabilities 1,590,990 1,614,921
Commitments and contingencies
Temporary equity - redeemable noncontrolling interest 38,607 38,699
Stockholders’ equity:    
Common stock, $0.01 par value, 200,000,000 shares authorized; 80,533,536 shares issued; 63,444,681 and 63,223,003 shares outstanding, respectively 805 805
Paid-in capital 134,894 129,837
Retained earnings 1,953,385 1,875,873
Accumulated other comprehensive loss (9,684) (11,292)
Treasury stock, at cost; 17,088,855 and 17,310,533 shares, respectively (551,061) (551,588)
Total stockholders’ equity 1,528,339 1,443,635
Total liabilities, temporary equity and stockholders’ equity $ 3,157,936 $ 3,097,255
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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Allowance for doubtful trade accounts receivable $ 9,337 $ 10,271
Stockholders’ equity:    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 200,000,000 200,000,000
Common stock, shares issued (in shares) 80,533,536 80,533,536
Common stock, shares outstanding (in shares) 63,444,681 63,223,003
Treasury stock, shares (in shares) 17,088,855 17,310,533
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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash flows from operating activities:      
Net income $ 112,290 $ 245,580 $ 261,478
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 299,509 279,923 267,700
Deferred income taxes 8,153 42,553 29,488
Gain on disposal of property and equipment (42,440) (88,564) (60,528)
Non-cash equity compensation 11,943 12,486 10,807
Insurance and claims accruals, net of current portion (5,246) 7,726 5,582
Loss (gain) on investments in equity securities, net 278 (12,195) (40,317)
Loss from equity method investment 1,046 0 0
Other (7,612) (13,295) (3,105)
Changes in certain working capital items:      
Accounts receivable, net 73,921 3,174 (101,007)
Other current assets 10,266 (18,333) (27,903)
Accounts payable 3,288 (3,665) 14,742
Other current liabilities 8,970 (6,679) (24,118)
Net cash provided by operating activities 474,366 448,711 332,819
Cash flows from investing activities:      
Additions to property and equipment (598,785) (507,252) (370,850)
Proceeds from sales of property and equipment 190,087 189,673 177,801
Net cash invested in acquisitions (188) (184,118) (201,845)
Investment in equity securities, net (2,931) (20,250) (10,000)
Payments to acquire equity method investment (3,385) 0 0
Purchase of promissory note (25,000) 0 0
Decrease in notes receivable 5,258 7,614 7,593
Net cash used in investing activities (434,944) (514,333) (397,301)
Cash flows from financing activities:      
Repayments of short-term debt (50,000) (3,750) (27,500)
Proceeds from issuance of short-term debt 45,000 0 5,000
Repayments of long-term debt (90,000) (100,000) 0
Proceeds from issuance of long-term debt 50,000 370,000 250,000
Dividends on common stock (34,208) (32,162) (29,083)
Repurchases of common stock 0 (110,400) (104,444)
Tax withholding related to net share settlements of restricted stock awards (6,359) (4,082) (4,270)
Distribution to noncontrolling interest 0 (1,572) (35)
Other (1,500) 0 0
Net cash provided by (used in) financing activities (87,067) 118,034 89,668
Effect of exchange rate fluctuations on cash 2,128 632 (324)
Net increase (decrease) in cash and cash equivalents (45,517) 53,044 24,862
Cash and cash equivalents, beginning of period 107,240 54,196 29,334
Cash and cash equivalents, end of period 61,723 107,240 54,196
Supplemental disclosures of cash flow information:      
Interest paid 27,212 11,186 4,228
Income taxes paid 17,892 40,313 81,185
Supplemental schedule of non-cash investing and financing activities:      
Notes receivable issued upon sale of property and equipment 3,145 5,577 5,953
Change in fair value of interest rate swaps (4,512) 6,886 3,610
Property and equipment acquired included in accounts payable 14,239 5,937 7,124
Property and equipment disposed included in other receivables 0 110 0
Dividends accrued but not yet paid at end of period 8,882 8,220 7,895
Noncontrolling interest associated with acquisition 0 0 33,556
Contingent consideration associated with acquisition $ (800) $ 13,400 $ 2,500
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST - USD ($)
$ in Thousands
Total
Common Stock
Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Treasury Stock
Beginning balance at Dec. 31, 2020 $ 1,195,040 $ 805 $ 116,039 $ 1,438,916 $ (22,833) $ (337,887)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income attributable to Werner 259,052     259,052    
Other comprehensive income, net 2,229       2,229  
Purchase of shares of common stock (104,444)         (104,444)
Dividends on common stock (30,864)     (30,864)    
Equity compensation activity (4,270)   (4,942)     672
Non-cash equity compensation expense 10,807   10,807      
Ending balance at Dec. 31, 2021 1,327,550 805 121,904 1,667,104 (20,604) (441,659)
Beginning balance at Dec. 31, 2020 0          
Increase (Decrease) in Temporary Equity [Roll Forward]            
Net income (loss) attributable to noncontrolling interest 2,426          
Investment in noncontrolling interest 35,322          
Purchase accounting adjustments (1,766)          
Distribution to noncontrolling interest (35)          
Ending balance at Dec. 31, 2021 35,947          
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income attributable to Werner 241,256     241,256    
Other comprehensive income, net 9,312       9,312  
Purchase of shares of common stock (110,400)         (110,400)
Dividends on common stock (32,487)     (32,487)    
Equity compensation activity (4,082)   (4,553)     471
Non-cash equity compensation expense 12,486   12,486      
Ending balance at Dec. 31, 2022 1,443,635 805 129,837 1,875,873 (11,292) (551,588)
Increase (Decrease) in Temporary Equity [Roll Forward]            
Net income (loss) attributable to noncontrolling interest 4,324          
Distribution to noncontrolling interest (1,572)          
Ending balance at Dec. 31, 2022 38,699          
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income attributable to Werner 112,382     112,382    
Other comprehensive income, net 1,608       1,608  
Dividends on common stock (34,870)     (34,870)    
Equity compensation activity (6,359)   (6,886)     527
Non-cash equity compensation expense 11,943   11,943      
Ending balance at Dec. 31, 2023 1,528,339 $ 805 $ 134,894 $ 1,953,385 $ (9,684) $ (551,061)
Increase (Decrease) in Temporary Equity [Roll Forward]            
Net income (loss) attributable to noncontrolling interest (92)          
Ending balance at Dec. 31, 2023 $ 38,607          
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST (Parenthetical) - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Statement of Stockholders' Equity [Abstract]      
Purchase of common stock (in shares)   2,710,304 2,297,911
Dividends declared (in dollars per share) $ 0.55 $ 0.51 $ 0.46
Equity compensation activity (in shares) 221,678 143,195 156,297
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: The accompanying consolidated financial statements include the accounts of Werner Enterprises, Inc. and its subsidiaries (collectively, the “Company”). Redeemable noncontrolling interest on the consolidated balance sheets represents the portion of a consolidated entity in which we do not have a direct equity ownership. In these notes, the terms “we,” “us,” or “our” refer to Werner Enterprises, Inc. and its subsidiaries. All significant intercompany accounts and transactions relating to these entities have been eliminated.
Nature of Business: The Company is a truckload transportation and logistics provider operating under the jurisdiction of the U.S. Department of Transportation, similar governmental transportation agencies in the foreign countries in which we operate and various U.S. state regulatory authorities. Our ten largest customers comprised 48%, 46%, and 49% of our revenues for the years ended December 31, 2023, 2022, and 2021, respectively. Our largest customer, Dollar General, accounted for 10% of our total revenues in 2023, and 14% of our total revenues in 2022 and 2021. Revenues generated by Dollar General are reported in both of our reportable operating segments. Dollar General accounted for 10% and 13% of our accounts receivable, trade balance as of December 31, 2023 and 2022, respectively.
Use of Management Estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the (i) reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and (ii) reported amounts of revenues and expenses during the reporting period. The most significant estimates that affect our financial statements include the accrued liabilities for insurance and claims and useful lives and salvage values of property and equipment. Actual results could differ from those estimates.
Cash and Cash Equivalents: We consider all highly liquid investments, purchased with a maturity of three months or less, to be cash equivalents. Accounts at banks with an aggregate excess of the amount of checks issued over cash balances are included in current liabilities in the consolidated balance sheets, and changes in such accounts are reported as a financing activity in the consolidated statements of cash flows.
Trade Accounts Receivable: We record trade accounts receivable at the invoiced amounts, net of an allowance for doubtful accounts for potentially uncollectible receivables. We review the financial condition of customers for granting credit and determine the allowance based on analysis of individual customers’ financial condition, historical write-off experience and national economic conditions. We evaluate the adequacy of our allowance for doubtful accounts quarterly. Past due balances over 90 days and exceeding a specified amount are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off-balance-sheet credit exposure related to our customers.
Inventories and Supplies: Inventories and supplies are stated at the lower of average cost and net realizable value and consist primarily of revenue equipment parts, tires, fuel and supplies. Tires placed on new revenue equipment are capitalized as a part of the equipment cost. Replacement tires are expensed when placed in service.
Property, Equipment, and Depreciation: Additions and improvements to property and equipment are capitalized at cost, while maintenance and repair expenditures are charged to operations as incurred. Gains and losses on the sale or exchange of property and equipment are recorded in other operating expenses.
Depreciation is calculated based on the cost of the asset, reduced by the asset’s estimated salvage value, using the straight-line method. Accelerated depreciation methods are used for income tax purposes. The lives and salvage values assigned to certain assets for financial reporting purposes are different than for income tax purposes. For financial reporting purposes, assets are generally depreciated using the following estimated useful lives and salvage values:
 LivesSalvage Values
Building and improvements30 years0%
Tractors80 months
$0 - $10,000
Trailers12 years
$6,000
Service and other equipment
3-10 years
0%
Depreciation expense was $289.2 million, $273.8 million, and $265.8 million for the years ended December 31, 2023, 2022, and 2021 respectively, and is reported in depreciation and amortization on the consolidated statements of income.
Due to the stronger used trailer market and the increased cost of new trailers, a change in accounting estimate was made during the first quarter of 2022, which decreased depreciation expense by $12.7 million in 2022.
Goodwill: Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired in business combinations and is allocated to reporting units that are expected to benefit from the combinations. Goodwill is not amortized, but rather is tested for impairment annually in the fourth quarter, or more frequently if indicators of a potential impairment exist. Impairment exists when the carrying amount of a reporting unit that includes goodwill exceeds its fair value, resulting in an impairment charge for the excess up to the amount of goodwill allocated to the reporting unit. To test goodwill for impairment, we have the option to first perform a qualitative assessment to determine if it is more likely than not that the carrying amount of a reporting unit exceeds its fair value. If a qualitative test indicates a potential for impairment, a quantitative impairment test must be performed. Alternatively, we may bypass the qualitative assessment and perform a quantitative impairment test. A qualitative assessment considers relevant events and circumstances such as macroeconomic, industry, and market conditions; legal, regulatory, and competitive environments; and overall financial performance. For a quantitative impairment test, we estimate the fair values of the goodwill reporting units and compare it to their carrying values. The estimated fair values of the reporting units are established using a combination of the income and market approaches. No impairment charges have resulted from the annual impairment tests.
Amortization of Intangible Assets: Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, ranging from 10 to 12 years.
Long-Lived Assets and Intangible Assets: We review our long-lived assets and finite-lived intangible assets for impairment whenever events or circumstances indicate the carrying amount of such assets may not be recoverable. If based on that review, changes in circumstances indicate that the carrying amount of such assets may not be recoverable, we evaluate recoverability by comparing the undiscounted cash flows associated with the asset to the asset's carrying amount. We also evaluate the remaining useful lives of intangible assets to determine if events or trends warrant a revision to the remaining period of amortization. An impairment loss would be recognized if the carrying amount of the long-lived asset or intangible asset is not recoverable and the carrying amount exceeds its fair value. For long-lived assets classified as held and used, the carrying amount is not recoverable when the carrying value of the long-lived asset exceeds the sum of the future net cash flows. We do not separately identify assets by operating segment because tractors and trailers are routinely transferred from one operating fleet to another. As a result, none of our long-lived assets have identifiable cash flows from use that are largely independent of the cash flows of other assets and liabilities. Thus, the asset group used to assess impairment would include all of our assets. No impairment charges were recorded during the years ended December 31, 2023, 2022, and 2021.
Insurance and Claims Accruals: Insurance and claims accruals (both current and non-current) reflect the estimated cost (including estimated loss development, incurred-but-not-reported losses and loss adjustment expenses) for (i) cargo loss and damage, (ii) bodily injury and property damage, (iii) group health and (iv) workers’ compensation claims not covered by insurance. The costs for cargo, bodily injury and property damage insurance and claims are included in insurance and claims expense in the consolidated statements of income; the costs of group health and workers’ compensation claims are included in salaries, wages and benefits expense. The insurance and claims accruals are recorded at the estimated ultimate payment amounts. The accruals for bodily injury, property damage and workers’ compensation are based upon individual case estimates and actuarial estimates of loss development for reported losses and incurred-but-not-reported losses using loss development factors based upon past experience. In order to determine the loss development factors, we make judgments relating to the comparability of historical claims to current claims. These judgments consider the nature, frequency, severity, and age of claims, and industry, regulatory, and company-specific trends impacting the development of claims. An independent actuary reviews our calculation of the undiscounted self-insurance reserves for bodily injury and property damage claims and workers’ compensation claims at year-end.
We renewed our liability insurance policies on August 1, 2023 and are responsible for the first $10.0 million per claim on all claims with an annual $12.5 million aggregate for claims between $10.0 million and $20.0 million. For the policy year that began August 1, 2022, we were responsible for the first $10.0 million per claim on all claims with an annual $10.0 million aggregate for claims between $10.0 million and $20.0 million. For the policy year that began August 1, 2021, we were responsible for the first $10.0 million per claim on all claims with an annual $10.0 million aggregate for claims between $10.0 million and $15.0 million. For the policy year that began on August 1, 2020, we were responsible for the first $10.0 million per claim with no aggregates. We maintain liability insurance coverage with insurance carriers in excess of the $10.0 million per claim. We are also responsible for administrative expenses for each occurrence involving bodily injury or property damage.
Our self-insured retention (“SIR”) for workers’ compensation claims is $2.0 million per claim, with premium-based coverage (issued by insurance companies) for claims exceeding this amount. Our SIR for workers’ compensation claims increased from $1.0 million to $2.0 million per claim on April 1, 2020. We also maintain a $24.9 million bond for the State of Nebraska and a $15.1 million bond for our workers’ compensation insurance carrier.
Under these insurance arrangements, we maintained $49.4 million in letters of credit as of December 31, 2023.
Revenue Recognition: The consolidated statements of income reflect recognition of operating revenues (including fuel surcharge revenues) and related direct costs over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. For shipments where a third-party capacity provider (including independent contractors under contract with us) is utilized to provide some or all of the service, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis).
Foreign Currency Translation: Local currencies are generally considered the functional currencies outside the United States. Assets and liabilities are translated at year-end exchange rates for operations in local currency environments. Foreign revenues and expense items denominated in the functional currency are translated at the average rates of exchange prevailing during the year. Foreign currency translation adjustments reflect the changes in foreign currency exchange rates applicable to the net assets of the foreign operations. Foreign currency translation adjustments are recorded in accumulated other comprehensive loss within stockholders’ equity in the consolidated balance sheets and as a separate component of comprehensive income in the consolidated statements of comprehensive income.
Income Taxes: Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
In accounting for uncertain tax positions, we recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We recognize interest and penalties directly related to income tax matters in income tax expense.
Common Stock and Earnings Per Share: Basic earnings per share is computed by dividing net income attributable to Werner by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Werner by the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding restricted stock awards. Performance awards are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. There are no differences in the numerators of our computations of basic and diluted earnings per share for any periods presented. The computation of basic and diluted earnings per share is shown below (in thousands, except per share amounts).
 Years Ended December 31,
202320222021
Net income attributable to Werner$112,382 $241,256 $259,052 
Weighted average common shares outstanding63,374 64,125 67,434 
Dilutive effect of stock-based awards344 454 421 
Shares used in computing diluted earnings per share63,718 64,579 67,855 
Basic earnings per share$1.77 $3.76 $3.84 
Diluted earnings per share$1.76 $3.74 $3.82 
Equity Compensation: We have an equity compensation plan that provides for grants of stock options, restricted stock and units (“restricted awards”), unrestricted stock awards, performance awards and stock appreciation rights to our employees, directors, and consultants. We apply the fair value method of accounting for equity compensation awards. Issuances of stock upon an exercise of stock options or vesting of restricted stock are made from treasury stock; shares reacquired to satisfy tax withholding obligations upon vesting of restricted stock are recorded as treasury stock. Grants of stock options, restricted stock, and performance awards vest in increments, and we recognize compensation expense over the requisite service period of each award. We accrue compensation expense for performance awards for the estimated number of shares expected to be issued using the most current information available at the date of the financial statements. If the performance objectives are not met, no compensation expense will be recognized, and any previously recognized compensation expense will be reversed. We account for forfeitures in the period in which they occur.
Comprehensive Income: Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are not included in net income, but rather are recorded directly in stockholders’ equity. For the years ended December 31, 2023, 2022, and 2021, comprehensive income consists of net income, foreign currency translation adjustments and change in fair value of interest rate swaps. The components of accumulated other comprehensive loss reported in the consolidated balance sheets as of December 31, 2023 and 2022, consisted of foreign currency translation adjustment losses of $10.0 million and $16.2 million, respectively, and gains of $0.3 million and $4.9 million related to changes in fair value of interest rate swaps, net of tax, respectively.
Recently Issued Accounting Pronouncements, Not Yet Effective: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, with the objective of improving financial reporting, primarily through enhanced disclosures about significant segment expenses. 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. Early adoption is permitted. 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.
In December 2023, FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, with the objective of enhancing the transparency and decision usefulness of income tax information through income tax disclosure improvements, primarily related to the rate reconciliation and income taxes paid information. The provisions of this update are effective for annual periods beginning after December 15, 2024, using a prospective approach. Early adoption and retrospective application are 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.
v3.24.0.1
BUSINESS ACQUISITIONS
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
BUSINESS ACQUISITIONS BUSINESS ACQUISITIONS
2022 Business Acquisitions
Developments during the year ended December 31, 2023 related to our 2022 business acquisitions are discussed below.
ReedTMS
On November 5, 2022, we acquired 100% of the equity interests in Reed Transport Services, Inc. and RTS-TMS, Inc., doing business as ReedTMS Logistics (“ReedTMS”), for a final purchase price of $108.6 million after including the impacts of working capital adjustments, cash acquired, net present value of future insurance payments, and contingent consideration, also referred to as earnout. We financed the transaction through existing credit facilities. The contingent earnout period related to the ReedTMS acquisition ended on December 31, 2023 and resulted in an additional cash payment of $1.5 million based on the achievement level of certain financial performance goals. This payment resulted in a $2.7 million net favorable change to the contingent earnout liability, which was recorded in other operating expenses on the consolidated statements of income for the year ended December 31, 2023.
ReedTMS is an asset-light logistics provider and dedicated truckload carrier that offers a comprehensive suite of freight brokerage and truckload solutions to a diverse customer base. The results of operations for ReedTMS are included in our consolidated financial statements beginning November 5, 2022. Freight brokerage and truckload revenues generated by ReedTMS are reported in our Werner Logistics segment and in Dedicated within our Truckload Transportation Services (“TTS”) segment, respectively. We incurred transaction costs related to the acquisition, such as legal and professional fees, of $0.7 million for the year ended December 31, 2022, which is included in other operating expenses on the consolidated statements of income.
Baylor
On October 1, 2022, we acquired 100% of the equity interests in FAB9, Inc., doing business as Baylor Trucking, Inc. (“Baylor”), for a final purchase price of $89.0 million after including the impacts of working capital adjustments, cash acquired, and contingent consideration. We financed the transaction through existing credit facilities. The contingent consideration arrangement requires us to pay the former owner of Baylor an additional amount in cash if Baylor achieves certain performance financial goals over a three-year period beginning on November 1, 2022. The potential undiscounted future contingent earnout payment that we could be required to make is between $0 and $15.0 million.
Baylor operates in the east central and south central United States. The results of operations for Baylor are included in our consolidated financial statements beginning October 1, 2022. Revenues generated by Baylor are reported in One-Way Truckload within our TTS segment. We incurred transaction costs related to the acquisition, such as legal and professional fees, of $0.4 million for the year ended December 31, 2022, which is included in other operating expenses on the consolidated statements of income. No measurement period adjustments were recorded during the year ended December 31, 2023.
Purchase Price Allocations
We accounted for the ReedTMS and Baylor purchases using the acquisition method of accounting under U.S. generally accepted accounting principles (GAAP). The purchase price of each acquisition has been allocated to the assets acquired and liabilities assumed using market data and valuation techniques. The purchase price allocations for ReedTMS and Baylor were considered final as of June 30, 2023.
The following table summarizes the purchase price allocation for ReedTMS, including any adjustments (in thousands):
November 5, 2022 Opening Balance Sheet
as Reported at
December 31, 2022
Adjustments (1)
November 5, 2022 Opening Balance Sheet
as Reported at
December 31, 2023
Purchase Price
Cash consideration paid $116,989 $— $116,989 
(2)
Cash and cash equivalents acquired(12,120)— (12,120)
Contingent consideration arrangement5,000 (800)4,200 
(3)
Working capital surplus (deficiency)(689)188 (501)
Total purchase price (fair value of consideration)109,180 (612)108,568 

Purchase Price Allocation
Current assets52,531 49 52,580 
Property and equipment35,000 (12,485)22,515 
Intangible assets12,000 15,300 27,300 
Other non-current assets7,927 (1)7,926 
Total assets acquired107,458 2,863 110,321 

Current liabilities		(45,497)(389)(45,886)
Other long-term liabilities(5,622)527 (5,095)
Total liabilities assumed(51,119)138 (50,981)
Goodwill$52,841 $(3,613)$49,228 
(1) The measurement period adjustments were recorded during the three months ended March 31, 2023. No material statement of income effects were identified with these adjustments.
(2) Includes $0.9 million related to the net present value of future insurance payments. At closing, $11.5 million of the cash consideration was placed in escrow to secure certain indemnification obligations of the sellers and to cover post-closing adjustments. During the three months ended March 31, 2023, we received $2.1 million from escrow for post-closing adjustments. The remaining balance of the escrow, except for $0.5 million, was returned to the sellers. In exchange, the sellers obtained a $10.0 million Standby Letter of Credit with the Company named as beneficiary.
(3) The contingent earnout liability was recorded in other long-term liabilities as of December 31, 2022. For additional information regarding the valuation of the contingent liability, see Note 6 – Fair Value.
2021 Business Acquisitions
NEHDS
On November 22, 2021, we acquired 100% of the equity interests in NEHDS Logistics, LLC (“NEHDS”) for a final purchase price of $62.3 million after including the impacts of contingent consideration and net working capital changes. We financed the transaction through a combination of cash on hand and existing credit facilities. The contingent earnout period related to the NEHDS acquisition ended on December 31, 2022 and did not result in any additional cash payments, as the financial performance goals were not achieved. This resulted in a $2.5 million favorable change to the contingent earnout liability, which was recorded in other operating expenses on the consolidated statements of income for the year ended December 31, 2022.
NEHDS is a final mile residential delivery provider serving customers primarily in the Northeast and Midwest United States markets. NEHDS delivers primarily big and bulky products (primarily furniture and appliances) using 2-person delivery teams performing residential and commercial deliveries. The results of operations for NEHDS are included in our consolidated financial statements beginning November 22, 2021. Revenues generated by NEHDS are reported in Final Mile within our Werner Logistics segment. We incurred transaction costs related to the acquisition, such as legal and professional fees, of $0.6 million for the year ended December 31, 2021, which is included in other operating expenses on the consolidated statements of income.
ECM
On July 1, 2021, we acquired an 80% ownership interest in ECM Associated, LLC ("ECM”) for a final purchase price of $141.3 million after net working capital changes and net of cash acquired. We have an exclusive option to purchase the remaining 20% ownership interest in ECM upon the occurrence of certain events or after a period of five years following transaction close, based on a fixed multiple of ECM’s average annual adjusted earnings before interest, taxes, depreciation and amortization. The noncontrolling interest holder also has an option to put the remaining 20% ownership interest to us on the same terms. We record the 20% remaining interest in temporary equity – redeemable noncontrolling interest in the consolidated balance sheets. We financed the cash transaction through a combination of cash on hand, existing credit facilities, and the addition of a $100.0 million unsecured fixed-rate term loan commitment with BMO Harris Bank N.A. on June 30, 2021. For more information regarding our debt, see Note 8 – Debt and Credit Facilities.
ECM provides regional truckload carrier services in the Mid-Atlantic, Ohio, and Northeast regions of the United States. The results of operations for ECM are included in our consolidated financial statements beginning July 1, 2021. Revenues generated by ECM are reported in our TTS segment. We incurred transaction costs related to the ECM acquisition, such as legal and professional fees, of $1.0 million for the year ended December 31, 2021, which is included in other operating expenses on the consolidated statements of income.
v3.24.0.1
REVENUE
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
Revenue Recognition
Revenues are recognized over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.
The following table presents our revenues disaggregated by revenue source (in thousands):
 Years Ended December 31,
 202320222021
Truckload Transportation Services$2,310,810 $2,428,686 $2,045,073 
Werner Logistics910,433 793,492 622,461 
Inter-segment eliminations(17,690)(5,218)(899)
   Transportation services3,203,553 3,216,960 2,666,635 
Other revenues79,946 73,018 67,737 
Total revenues$3,283,499 $3,289,978 $2,734,372 
The following table presents our revenues disaggregated by geographic areas in which we conduct business (in thousands):
 Years Ended December 31,
 202320222021
United States$3,089,205 $3,051,788 $2,532,720 
Mexico159,170 191,126 156,405 
Other35,124 47,064 45,247 
Total revenues$3,283,499 $3,289,978 $2,734,372 
Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin.
Transportation Services
We generate nearly all of our revenues by transporting truckload freight shipments for our customers. Transportation services are carried out by our TTS segment and our Werner Logistics segment. The TTS segment utilizes company-owned and independent contractor trucks to deliver shipments, while our Werner Logistics segment uses third-party capacity providers.
We generate revenues from billings for transportation services under contracts with customers, generally on a rate per mile or per shipment, based on origin and destination of the shipment. Our performance obligation arises when we receive a shipment order to transport a customer’s freight and is satisfied upon delivery of the shipment. The transaction price may be defined in a transportation services agreement or negotiated with the customer prior to accepting the shipment order. A customer may submit several shipment orders for transportation services at various times throughout a service agreement term, but each shipment represents a distinct service that is a separately identified performance obligation. We often provide additional or
ancillary services as part of the shipment (such as loading/unloading and stops in transit) which are not distinct or are not material in the context of the contract; therefore, the revenues for these services are recognized with the freight transaction price. The average transit time to complete a shipment is approximately 3 days. Invoices for transportation services are typically generated soon after shipment delivery and, while payment terms and conditions vary by customer, are generally due within 30 days after the invoice date.
The consolidated statements of income reflect recognition of transportation revenues (including fuel surcharge revenues) and related direct costs over time as the shipment is being delivered. We use distance shipped (for the TTS segment) and transit time (for the Werner Logistics segment) to measure progress and the amount of revenues recognized over time, as the customer simultaneously receives and consumes the benefit. Determining a measure of progress requires us to make judgments that affect the timing of revenues recognized. We have determined that the methods described provide a faithful depiction of the transfer of services to the customer.
For shipments where a third-party capacity provider (including independent contractors under contract with us) is utilized to provide some or all of the service, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). Generally, we report such revenues on a gross basis, that is, we recognize both revenues for the service we bill to the customer and rent and purchased transportation expense for transportation costs we pay to the third-party provider. Where we are the principal, we control the transportation service before it is provided to our customers, which is supported by us being primarily responsible for fulfilling the shipment obligation to the customer and having a level of discretion in establishing pricing with the customer.
Other Revenues
Other revenues include revenues from our driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, and other business activities. These revenues are generally recognized over time and accounted for 2% of our total revenues in 2023, 2022 and 2021. Revenues from our driver training schools require us to make judgments regarding price concessions in determining the amount of revenues to recognize.
Contract Balances and Accounts Receivable
A receivable is an unconditional right to consideration and is recognized when shipments have been completed and the related performance obligation has been fully satisfied. At December 31, 2023 and 2022, the accounts receivable, trade, net, balance was $444.9 million and $518.8 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 December 31, 2023 and 2022, the balance of contract assets was $7.4 million and $8.9 million, respectively. We have recognized contract assets within the other current assets financial statement caption on the consolidated balance sheets. These contract assets are considered current assets as they will be settled in less than 12 months.
Contract liabilities represent advance consideration received from customers and are recognized as revenues over time as the related performance obligation is satisfied. At December 31, 2023 and 2022, the balance of contract liabilities was $0.9 million. The amount of revenues recognized in 2023 that was included in the December 31, 2022 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 balance sheets. These contract liabilities are considered current liabilities as they will be settled in less than 12 months.
Performance Obligations
We have elected to apply the practical expedient in Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts With Customers, to not disclose the value of remaining performance obligations for contracts with an original expected length of one year or less. Remaining performance obligations represent the transaction price allocated to future reporting periods for freight shipments started but not completed at the reporting date that we expect to recognize as revenue in the period subsequent to the reporting date; transit times generally average approximately 3 days.
During 2023, 2022, and 2021, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material.
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS GOODWILL AND INTANGIBLE ASSETS
The following table summarizes changes in the carrying amount of goodwill by segment for the years ended December 31, 2023 and 2022 (in thousands):
TTSWerner LogisticsTotal
Balance as of December 31, 2021$38,084 $36,534 $74,618 
Goodwill recorded in acquisition of ReedTMS10,341 42,500 52,841 
Goodwill recorded in acquisition of Baylor5,472 — 5,472 
Purchase accounting adjustments (1)
— (214)(214)
Balance as of December 31, 202253,897 78,820 132,717 
Purchase accounting adjustments (1)
(7,841)$4,228 (3,613)
Balance as of December 31, 2023$46,056 $83,048 $129,104 
(1) The purchase accounting adjustments consist of post-closing adjustments related to net assets assumed in the acquisitions of NEHDS and ReedTMS for the years ended December 31, 2022 and 2023, respectively. For additional information regarding the ReedTMS purchase accounting adjustments, see Note 2 – Business Acquisitions.
The following table presents acquired intangible assets (in thousands):
December 31,
20232022
Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
Customer relationships$80,200 $(13,989)$66,211 $64,900 $(5,714)$59,186 
Trade names24,600 (4,334)20,266 24,600 (2,284)22,316 
Total intangible assets$104,800 $(18,323)$86,477 $89,500 $(7,998)$81,502 
Amortization expense on intangible assets was $10.3 million, $6.1 million, and $1.9 million for the years ended December 31, 2023, 2022, and 2021, respectively, and is reported in depreciation and amortization on the consolidated statements of income.
As of December 31, 2023, the estimated future amortization expense for intangible assets by year is as follows (in thousands):
2024$10,070 
202510,070 
202610,070 
202710,070 
202810,070 
Thereafter (to 2034)36,127 
Total$86,477 
v3.24.0.1
LEASES
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
LEASES LEASES
We have entered into operating leases primarily for real estate. The leases have terms which range from 1 year to 18 years, and some include options to renew. Renewal terms are included in the lease term when it is reasonably certain that we will exercise the option to renew.
Operating leases are included in other non-current assets, other current liabilities and other long-term liabilities on the consolidated balance sheets. These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using our incremental borrowing rate because the rate implicit in each lease is not readily determinable. We have certain contracts for real estate that may contain lease and non-lease components which we have elected to treat as a single lease component. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Lease expense is reported in rent and purchased transportation on the consolidated statements of income.
The following table presents balance sheet and other operating lease information (dollars in thousands):
December 31,
20232022
Right-of-use assets (recorded in other non-current assets)$34,814 $40,963 

Current lease liabilities (recorded in other current liabilities)		$9,017 $9,396 
Long-term lease liabilities (recorded in other long-term liabilities)27,495 32,897 
Total operating lease liabilities$36,512 $42,293 
Weighted-average remaining lease term for operating leases6.15 years6.43 years
Weighted-average discount rate for operating leases3.6 %3.3 %
The following table presents the maturities of operating lease liabilities as of December 31, 2023 (in thousands):

2024$10,142 
20258,316 
20266,527 
20274,459 
20283,190 
Thereafter7,694 
Total undiscounted operating lease payments$40,328 
Less: Imputed interest(3,816)
Present value of operating lease liabilities$36,512 
Cash Flows
During the years ended December 31, 2023, 2022, and 2021, right-of-use assets of $4.7 million, $14.7 million, and $8.2 million, respectively, were recognized as non-cash asset additions that resulted from new operating lease liabilities, and we acquired right-of-use assets of $8.3 million and $15.6 million as a result of our business acquisitions during the years ended December 31, 2022 and 2021, respectively. Cash paid for amounts included in the present value of operating lease liabilities was $11.1 million, $8.5 million, and $4.6 million during the years ended December 31, 2023, 2022, and 2021, respectively, and are included in operating cash flows.
Operating Lease Expense
Operating lease expense was $22.5 million, $22.1 million, and $15.7 million during the years ended December 31, 2023, 2022, and 2021, respectively. This expense included $11.5 million, $9.4 million, and $4.8 million for long-term operating leases for the years ended December 31, 2023, 2022, and 2021, respectively, with the remainder for variable and short-term lease expense.
Lessor Operating Leases
We are the lessor of tractors and trailers under operating leases with initial terms of 3 to 8 years. We recognize revenue for such leases on a straight-line basis over the term of the lease. Revenues for the years ended December 31, 2023, 2022, and 2021 were $10.9 million, $10.7 million, and $11.7 million, respectively. The following table presents information about the maturities of these operating leases as of December 31, 2023 (in thousands):
2024$6,691 
2025686 
2026339 
202785 
2028— 
Thereafter— 
Total$7,801 
v3.24.0.1
FAIR VALUE
 12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
FAIR VALUE FAIR VALUE
Fair Value Measurement — Definition and Hierarchy
ASC 820-10, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the Company. Unobservable inputs reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances.
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows:
Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access.
Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Such inputs include quoted prices in markets that are not active, quoted prices for similar assets and liabilities in active and inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 — Unobservable inputs for the asset or liability, where there is little, if any, observable market activity or data for the asset or liability.
In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology applies to our Level 1 assets and liabilities. If quoted prices in active markets for identical assets and liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable, either directly or indirectly. This pricing methodology would apply to Level 2 assets and liabilities.
The following table presents the fair value hierarchy for our assets and liabilities measured at fair value on a recurring basis (in thousands):
Fair Value
Level in FairDecember 31,
Value Hierarchy20232022
Assets:
Other non-current assets:
Equity securities (1)
1$310 $723 
Liabilities:
Other long-term liabilities:
Contingent consideration associated with acquisitions3$8,896 $13,400 
(1) Represents our investments in autonomous technology companies. For additional information regarding the valuation of these equity securities, see Note 7 – Investments.
The following table presents changes in the fair value of our contingent earnout liabilities for the years ended December 31, 2023 and 2022 (in thousands):
Balance as of December 31, 2021$2,500 
Contingent consideration associated with the acquisition of Baylor 8,400 
Contingent consideration associated with the acquisition of ReedTMS 5,000 
Change in fair value (1)
(2,500)
Balance as of December 31, 202213,400 
Measurement period adjustment associated with the acquisition of ReedTMS (2)
(800)
Payment for contingent consideration (3)
(1,500)
Change in fair value (4)
(2,204)
Balance as of December 31, 2023$8,896 
(1) The contingent earnout period related to the NEHDS acquisition ended on December 31, 2022 and did not result in any additional cash payments, as the financial performance goals were not achieved.
(2) The measurement period adjustment was recorded in goodwill on the consolidated balance sheet.
(3) The contingent earnout period related to the ReedTMS acquisition ended on December 31, 2023 and resulted in an additional cash payment, as certain financial performance goals were achieved.
(4) Includes a net favorable change of $2.7 million to the contingent earnout liability related to the ReedTMS acquisition for the year ended December 31, 2023.
The estimated fair values of our contingent consideration arrangements are based upon probability-adjusted inputs for each acquired entity. Additionally, as the liability is stated at present value, the passage of time alone will increase the estimated fair value of the liability each reporting period. Change in fair value is recorded in other operating expenses on the consolidated statements of income.
We have ownership interests in investments, primarily Mastery Logistics Systems, Inc. (“MLSI”), which do not have readily determinable fair values and are accounted for using the measurement alternative in ASC 321, Investments - Equity Securities. 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 7 – Investments.
Fair Value of Financial Instruments Not Recorded at Fair Value
Cash and cash equivalents, accounts receivable trade, and accounts payable are short-term in nature and accordingly are carried at amounts that approximate fair value.
The carrying amount of our fixed-rate debt not measured at fair value on a recurring basis was $88.8 million and $93.8 million as of December 31, 2023 and 2022, respectively. The estimated fair value of our fixed-rate debt using the income approach, based on its net present value, discounted at our current borrowing rate, was $86.7 million and $87.2 million as of December 31, 2023 and 2022, respectively (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).
v3.24.0.1
INVESTMENTS
 12 Months Ended
Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]  
INVESTMENTS INVESTMENTS
Equity Investments without Readily Determinable Fair Values
Our strategic equity investments without readily determinable fair values primarily consists of our investment in MLSI, a transportation management systems company. MLSI is developing a cloud-based transportation management system using MLSI's SaaS technology which we have agreed to license. These investments are being accounted for under ASC 321 using the measurement alternative, and are recorded in other noncurrent assets on the consolidated balance sheets. We record changes in the values of these 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 December 31, 2023 and 2022, the value of our investment in MLSI was $89.8 million and $86.8 million, respectively, and the value of our other equity investments without readily determinable fair values was $316 thousand and $250 thousand, respectively.
The following table summarizes the activity related to our equity investments without readily determinable fair values during the periods presented (in thousands):
Years Ended December 31,
202320222021
Investment in equity securities$3,066 $20,250 $5,000 
Upward adjustments (1)
— 28,638 28,151 
(1) During 2022 and 2021, investments by third parties resulted in the remeasurements of our investment in MLSI. Our updated investment values were based upon the prices paid by third parties.
As of December 31, 2023, 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 strategic minority equity investments in autonomous technology companies, which are being accounted for under ASC 321 and are recorded in other noncurrent assets on the consolidated balance sheets. We record changes in the value of these investments, based on the share prices reported by Nasdaq, in loss (gain) on investments in equity securities on the consolidated statements of income. As of December 31, 2023 and 2022, the value of these investments was $0.3 million and $0.7 million, respectively. For additional information regarding the fair value of these equity investments, see Note 6 – Fair Value.
The following table summarizes the activity related to our equity investments with readily determinable fair values during the periods presented (in thousands):
Years Ended December 31,
202320222021
Loss (gain) on investments in equity securities, net$278 $16,443 $(12,166)
Portion of unrealized loss (gain) for the period related to equity securities still held at the reporting date$270 $16,443 $(12,166)
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. 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. We contributed $3.4 million to the Fund during the year ended December 31, 2023. As of December 31, 2023, the value of our investment in the Fund was $2.3 million and is recorded in other noncurrent assets on the consolidated balance sheets. The carrying amount of the Fund as of December 31, 2023 approximates its fair value as of September 30, 2023, as this is the most recent information available to us at this time. We recognized a loss of $1.0 million from the Fund for the year ended December 31, 2023, which is reported in loss from equity method investment on the consolidated statements of income.
v3.24.0.1
DEBT AND CREDIT FACILITIES
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
DEBT AND CREDIT FACILITIES DEBT AND CREDIT FACILITIES
On December 20, 2022, we entered into a $1.075 billion unsecured credit facility with a group of lenders (the “2022 Credit Agreement”), replacing our previous unsecured credit facility with BMO Harris Bank N.A. (“BMO Harris”), dated May 14, 2019, as amended, and the credit agreement with Wells Fargo Bank, National Association, dated March 25, 2022. The 2022 Credit Agreement is scheduled to mature on December 20, 2027 and has a $100.0 million maximum limit for the aggregate amount of letters of credit issued.
Revolving credit loans drawn under the 2022 Credit Agreement bear interest, at our option, at (i) the Base Rate (the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50%, or (c) the one-month Term SOFR plus 1.10%), plus a margin ranging between 0.125% and 0.750%, or (ii) Term SOFR plus 0.10% and a margin ranging between 1.125% and 1.750%. Swingline loans drawn under the 2022 Credit Agreement bear interest at the Base Rate, as defined above, plus a margin ranging between 0.125% and 0.750%. The 2022 Credit Agreement also requires us to pay quarterly (i) a letter of credit commission on the daily amount available to be drawn under such standby letters of credit at rates ranging between 1.125% and 1.750% per annum and (ii) a nonrefundable commitment fee on the average daily unused amount of the commitment at rates ranging between 0.125% and 0.250% per annum. The margin, letter of credit commission, and commitment fee rates are based on our ratio of net funded debt to earnings before interest, income taxes, depreciation and amortization (“EBITDA”). There are no scheduled principal payments due on the 2022 Credit Agreement until the maturity date, and interest is payable in arrears at periodic intervals not to exceed three months. In July 2023, we entered into four additional variable-for-fixed interest rate swap
agreements for a notional amount of $130.0 million to further limit our exposure to increases in interest rates on a portion of our variable-rate indebtedness.
On June 30, 2021, we entered into a $100.0 million unsecured fixed-rate term loan commitment with BMO Harris, with quarterly principal payments of $1.25 million, which began on September 30, 2021, and a final payment of principal and interest due and payable on May 14, 2024 ("BMO Term Loan"). We are currently planning to repay the remaining outstanding principal balance under the BMO Term Loan in May 2024 using proceeds from the 2022 Credit Agreement. The outstanding principal balance of the BMO Term Loan bears interest at a fixed rate of 1.28%, payable quarterly in arrears.
As of December 31, 2023 and 2022, our outstanding debt totaled $648.8 million and $693.8 million, respectively. As of December 31, 2023, we had an outstanding revolving credit loan balance of $560.0 million under the 2022 Credit Agreement, including (i) $280.0 million at a variable interest rate of 6.73%, (ii) $150.0 million which is effectively fixed at 2.88% with interest rate swap agreements through May 2024, (iii) $40.0 million which is effectively fixed at 6.20% with interest rate swap agreements through July 2025, and (iv) $90.0 million which is effectively fixed at 5.87% with interest rate swap agreements through July 2026. Our total available borrowing capacity under the 2022 Credit Agreement was $463.9 million as of December 31, 2023, after considering $51.1 million in stand-by letters of credit under which we are obligated. In addition, as of December 31, 2023, we had $88.8 million outstanding under the BMO Term Loan at a fixed interest rate of 1.28%.
Availability of such funds under the current debt agreements is conditional upon various customary terms and covenants. 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 December 31, 2023 we were in compliance with these covenants.
At December 31, 2023, the aggregate future maturities of long-term debt by year are as follows (in thousands):
2024$88,750 
2025— 
2026— 
2027560,000 
Total$648,750 
v3.24.0.1
NOTES RECEIVABLE
 12 Months Ended
Dec. 31, 2023
Receivables [Abstract]  
NOTES RECEIVABLE NOTES RECEIVABLE
We provide financing to some individuals who want to become independent contractors by purchasing a tractor from us and leasing their services to us. We maintain a primary security interest in the tractor until the independent contractor pays the note balance in full. On January 24, 2023, we purchased a $25.0 million subordinated promissory note from MLSI with a maturity date of January 24, 2030. The proceeds of the promissory note may be used by MLSI for working capital and general business purposes, including a limited amount for possible repayment of certain advances. There are no scheduled principal payments due on the promissory note until the maturity date, and interest accrues at 7.5% compounded annually, with the first accrued interest payment due on January 24, 2028, and at the end of each calendar year thereafter. The independent contractor notes receivable, MLSI subordinated promissory note, and other notes receivable are included in other current assets and other non-current assets in the consolidated balance sheets. The following table presents our notes receivable (in thousands):
 December 31,
 20232022
Independent contractor notes receivable$6,864 $8,287 
MLSI subordinated promissory note25,000 — 
Other notes receivable7,231 7,921 
Notes receivable39,095 16,208 
Less current portion2,208 2,691 
Notes receivable – non-current$36,887 $13,517 
We also provide financing to some individuals who attended our driver training schools. The student notes receivable is included in other receivables and other non-current assets in the consolidated balance sheets. The following table presents our student notes receivable (in thousands):
December 31,
20232022
Student notes receivable$64,956 $63,351 
Allowance for doubtful student notes receivable(22,702)(23,491)
Total student notes receivable, net of allowance42,254 39,860 
Less current portion, net of allowance13,705 12,574 
Student notes receivable – non-current$28,549 $27,286 
v3.24.0.1
INCOME TAXES
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
Income tax expense consisted of the following (in thousands):
 Years Ended December 31,
 202320222021
Current:
Federal$17,624 $23,741 $42,049 
State7,661 12,423 12,787 
Foreign2,053 489 213 
27,338 36,653 55,049 
Deferred:
Federal10,019 38,521 27,593 
State(1,866)4,032 1,895 
8,153 42,553 29,488 
Total income tax expense$35,491 $79,206 $84,537 
The effective income tax rate differs from the federal corporate tax rate of 21% in 2023, 2022, and 2021 as follows (in thousands):
 Years Ended December 31,
 202320222021
Tax at statutory rate$31,034 $68,205 $72,663 
State income taxes, net of federal tax benefits4,578 12,999 11,599 
Other, net(121)(1,998)275 
Total income tax expense$35,491 $79,206 $84,537 
The following table presents our deferred income tax assets and liabilities (in thousands):
 December 31,
 20232022
Deferred income tax assets:
Insurance and claims accruals$57,168 $59,275 
Compensation-related accruals9,931 10,767 
Allowance for uncollectible accounts2,797 3,218 
Operating lease liabilities8,733 10,324 
Other2,235 981 
Gross deferred income tax assets80,864 84,565 
Deferred income tax liabilities:
Property and equipment351,352 344,896 
Investments in equity securities12,240 12,818 
Prepaid expenses7,118 7,526 
Operating lease right-of-use assets8,327 10,056 
Investment in partnership18,790 19,745 
Other3,217 2,802 
Gross deferred income tax liabilities401,044 397,843 
Net deferred income tax liability$320,180 $313,278 
Deferred income tax assets are more likely than not to be realized as a result of the reversal of deferred income tax liabilities.
We recognized a $201 thousand decrease, a $54 thousand increase, and a $49 thousand increase in the net liability for unrecognized tax benefits for the years ended December 31, 2023, 2022, and 2021, respectively. We recognized net interest expense of $70 thousand, $42 thousand, and $10 thousand during 2023, 2022, and 2021, respectively. If recognized, $1.7 million, $2.0 million, and $1.9 million of unrecognized tax benefits as of December 31, 2023, 2022 and 2021, respectively, would impact our effective tax rate. Interest of $0.5 million as of December 31, 2023 and 2022 has been reflected as a component of the total liability. We expect no other significant increases or decreases for uncertain tax positions during the next 12 months. The reconciliations of beginning and ending gross balances of unrecognized tax benefits are shown below (in thousands).
 December 31,
 202320222021
Unrecognized tax benefits, beginning balance$2,495 $2,425 $2,363 
Gross increases – tax positions in prior period161 99 65 
Gross increases – current period tax positions120 320 320 
Settlements(531)(349)(323)
Unrecognized tax benefits, ending balance$2,245 $2,495 $2,425 
We file U.S. federal income tax returns, as well as income tax returns in various states and several foreign jurisdictions. The years 2020 and forward are open for examination by the U.S. Internal Revenue Service (“IRS”), and various years are open for examination by state and foreign tax authorities. State and foreign jurisdictional statutes of limitations generally range from three to four years.
v3.24.0.1
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS
Equity Compensation Plan
The Werner Enterprises, Inc. 2023 Long-term Incentive Plan (the “Equity Plan”), approved by the Company’s shareholders in 2023, provides for grants to employees, non-employee directors, and consultants of the Company in the form of stock options, restricted stock and units (“restricted awards”), unrestricted stock awards, performance awards, and stock appreciation rights. The Board of Directors or the Compensation Committee of our Board of Directors determines the terms of each award, including the type, recipients, number of shares subject to and vesting conditions of each award. No awards of stock options, unrestricted stock, and stock appreciation rights have been issued under the Equity Plan to date. The maximum number of
shares of common stock that may be awarded under the Equity Plan is 4,000,000 shares. As of December 31, 2023, there were 3,791,411 shares available for granting additional awards.
Equity compensation expense is included in salaries, wages and benefits within the consolidated statements of income. As of December 31, 2023, the total unrecognized compensation cost related to non-vested equity compensation awards was approximately $10.2 million and is expected to be recognized over a weighted average period of 2.4 years. The following table summarizes the equity compensation expense and related income tax benefit recognized in the consolidated statements of income (in thousands):
 Years Ended December 31,
 202320222021
Restricted awards:
Pre-tax compensation expense$10,229 $7,803 $6,349 
Tax benefit2,634 1,954 1,587 
Restricted stock expense, net of tax$7,595 $5,849 $4,762 
Performance awards:
Pre-tax compensation expense$1,723 $4,690 $4,452 
Tax benefit444 1,174 1,113 
Performance award expense, net of tax$1,279 $3,516 $3,339 
We do not have a formal policy for issuing shares upon vesting of restricted and performance awards. Such shares are generally issued from treasury stock. From time to time, we repurchase shares of our common stock, the timing and amount of which depends on market and other factors. Historically, the shares acquired from such repurchases have provided us with sufficient quantities of stock to issue for equity compensation. Based on current treasury stock levels, we do not expect to repurchase additional shares specifically for equity compensation during 2024.
Restricted Awards
Restricted stock entitles the holder to shares of common stock when the award vests. Restricted stock units entitle the holder to a combination of cash or stock equal to the value of common stock when the unit vests. The value of these shares may fluctuate according to market conditions and other factors. Restricted awards currently outstanding vest over periods ranging from 12 to 60 months from the grant date of the award. The restricted awards do not confer any voting or dividend rights to recipients until such shares vest and do not have any post-vesting sales restrictions. The following table summarizes restricted award activity for the year ended December 31, 2023:
Number of
Restricted
Awards 
(in thousands)		Weighted-
Average Grant
Date Fair
Value ($)
Nonvested at beginning of period492 $41.42 
Granted204 44.17 
Vested(233)40.44 
Forfeited(19)42.44 
Nonvested at end of period444 43.15 
We estimate the fair value of restricted awards based upon the market price of the underlying common stock on the date of grant, reduced by the present value of estimated future dividends because the awards are not entitled to receive dividends prior to vesting. Our estimate of future dividends is based on the most recent quarterly dividend rate at the time of grant, adjusted for any known future changes in the dividend rate. Cash settled restricted stock units are recorded as a liability within the consolidated balance sheets and are adjusted to fair value each reporting period.
The weighted-average grant date fair value of restricted awards granted during the years ended December 31, 2023, 2022, and 2021 was $44.17, $42.27, and $42.69, respectively. The total fair value of previously granted restricted awards vested during the years ended December 31, 2023, 2022, and 2021 was $10.4 million, $7.3 million, and $6.8 million, respectively. We withheld shares based on the closing stock price on the vesting date to settle the employees’ statutory obligation for the applicable income and other employment taxes. The shares withheld to satisfy the tax withholding obligations were recorded as treasury stock.
Performance Awards
Performance awards entitle the recipient to shares of common stock upon attainment of performance objectives as pre-established by the Compensation Committee. If the performance objectives are achieved, performance awards currently outstanding vest, subject to continued employment, 36 months after the grant date of the award. The performance awards do not confer any voting or dividend rights to recipients until such shares vest and do not have any post-vesting sales restrictions. The following table summarizes performance award activity for the year ended December 31, 2023:
Number of
Performance Awards
(in thousands)		Weighted-
Average Grant
Date Fair
Value ($)
Nonvested at beginning of period289 $37.21 
Granted121 45.07 
Vested(126)32.93 
Forfeited(4)38.34 
Nonvested at end of period280 42.15 
The 2023 performance awards are earned based upon the level of attainment by the Company of specified performance objectives related to cumulative diluted earnings per share for the two-year period from January 1, 2023 to December 31, 2024. Shares earned based on cumulative diluted earnings per share may increase or decrease by 25% based on the Company’s total shareholder return during the three-year period ended December 31, 2025, relative to the total shareholder return of a peer group of companies for the same period. The 2022 performance awards are earned based upon the level of attainment by the Company of specified performance objectives related to cumulative diluted earnings per share for the two-year period from January 1, 2022 to December 31, 2023. Shares earned based on cumulative diluted earnings per share may be capped based on the Company’s total shareholder return during the three-year period ended December 31, 2024, relative to the total shareholder return of a peer group of companies for the same period. The 2023 and 2022 performance awards will vest in one installment on the third anniversary from the respective grant dates. In January 2024, the Compensation Committee determined the 2021 fiscal year performance objectives were achieved at a level above the target level; although, shares earned based on cumulative diluted earnings per share were capped based on the Company’s total shareholder return during the three-year period ended December 31, 2023, relative to the total shareholder return of a peer group of companies for the same period. The additional shares earned above the target are included in the granted shares in the activity table above.
We estimate the fair value of performance awards based upon the market price of the underlying common stock on the date of grant, reduced by the present value of estimated future dividends because the awards are not entitled to receive dividends prior to vesting. Our estimate of future dividends is based on the most recent quarterly dividend rate at the time of grant, adjusted for any known future changes in the dividend rate.
The weighted-average grant date fair value of performance awards granted during the years ended December 31, 2023, 2022, and 2021 was $45.07, $39.28, and $38.48, respectively. The vesting date fair value of performance awards that vested during the years ended December 31, 2023, 2022, or 2021 was $5.9 million, $3.0 million and $4.1 million, respectively. We withheld shares based on the closing stock price on the vesting date to settle the employees’ statutory obligation for the applicable income and other employment taxes. The shares withheld to satisfy the tax withholding obligations were recorded as treasury stock.
Employee Stock Purchase Plan
Employee associates that meet certain eligibility requirements may participate in our Employee Stock Purchase Plan (the “Purchase Plan”). Eligible participants designate the amount of regular payroll deductions and/or a single annual payment (each subject to a yearly maximum amount) that is used to purchase shares of our common stock on the over-the-counter market. The maximum annual contribution amount is currently $20,000. These purchases are subject to the terms of the Purchase Plan. We contribute an amount equal to 15% of each participant’s contributions under the Purchase Plan. Interest accrues on Purchase Plan contributions at a rate of 5.25% until the purchase is made. We pay the trading commissions and administrative charges related to purchases of common stock under the Purchase Plan. Our contributions for the Purchase Plan were as follows (in thousands):
2023$349 
2022309 
2021297 
401(k) Retirement Savings Plan
We have an Employees’ 401(k) Retirement Savings Plan (the “401(k) Plan”). Associates are eligible to participate in the 401(k) Plan if they have been continuously employed with us or one of our subsidiaries for six months or more. We match a portion of each associate’s 401(k) Plan elective deferrals. Salaries, wages and benefits expense in the accompanying consolidated statements of income includes our 401(k) Plan contributions and administrative expenses, which were as follows (in thousands): 
2023$6,351 
20225,921 
20214,904 
Nonqualified Deferred Compensation Plan
The Executive Nonqualified Excess Plan (the “Excess Plan”) is our nonqualified deferred compensation plan for the benefit of eligible key managerial associates whose 401(k) Plan contributions are limited because of IRS regulations affecting highly compensated associates. Under the terms of the Excess Plan, participants may elect to defer compensation on a pre-tax basis within annual dollar limits we establish. At December 31, 2023, there were 49 participants in the Excess Plan. Although our current intention is not to do so, we may also make matching credits and/or profit-sharing credits to participants’ accounts as we so determine each year. Each participant is fully vested in all deferred compensation and earnings; however, these amounts are subject to general creditor claims until distributed to the participant. Under current federal tax law, we are not allowed a current income tax deduction for the compensation deferred by participants, but we are allowed a tax deduction when a distribution payment is made to a participant from the Excess Plan. The accumulated benefit obligation is included in other long-term liabilities in the consolidated balance sheets. We purchased life insurance policies to fund the future liability. The aggregate market value of the life insurance policies is included in other non-current assets in the consolidated balance sheets.
The accumulated benefit obligation and aggregate market value of the life insurance policies were as follows (in thousands):
 December 31,
 20232022
Accumulated benefit obligation$13,843 $10,883 
Aggregate market value10,635 8,509 
v3.24.0.1
COMMITMENTS AND CONTINGENCIES
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
We have committed to property and equipment purchases of approximately $107.9 million at December 31, 2023.
We are involved in certain claims and pending litigation, including those described herein, arising in the ordinary course of business. The majority of these claims relate to bodily injury, property damage, cargo and workers’ compensation incurred in the transportation of freight, as well as certain class action litigation related to personnel and employment matters. We accrue for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the knowledge of the facts, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on our consolidated financial statements. Moreover, the results of complex legal proceedings are difficult to predict, and our view of these matters may change in the future as the litigation and related events unfold.
On May 17, 2018, in Harris County District Court in Houston, Texas, a jury rendered an adverse verdict against the Company in a lawsuit arising from a December 30, 2014 accident between a Werner tractor-trailer and a passenger vehicle. On July 30, 2018, the court entered a final judgment against Werner for $92.0 million, including pre-judgment interest.
The Company has premium-based liability insurance to cover the potential outcome from this jury verdict. 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 $39.8 million and $34.1 million as of December 31, 2023 and 2022, respectively. 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 balance sheets as of December 31, 2023 and 2022.
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 again have appealed the case to the Eighth Circuit Court of Appeals. As of December 31, 2023, we have an accrual for the jury’s award, attorney fees and costs in the short break matter and had not accrued for the sleeper berth matter.
We are also involved in certain class action litigation in which the plaintiffs allege claims for failure to provide meal and rest breaks, unpaid wages, unauthorized deductions and other items. Based on the knowledge of the facts, management does not currently believe the outcome of these class actions is likely to have a material adverse effect on our financial position or results of operations. However, the final disposition of these matters and the impact of such final dispositions cannot be determined at this time.
v3.24.0.1
SEGMENT INFORMATION
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
SEGMENT INFORMATION SEGMENT INFORMATION
We have two reportable segments – Truckload Transportation Services and Werner Logistics.
The TTS segment consists of two operating units, Dedicated and One-Way Truckload. These units are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting. Dedicated provides truckload services dedicated to a specific customer, generally for a retail distribution center or manufacturing facility, utilizing either dry van or specialized trailers. One-Way Truckload is comprised of the following operating fleets: (i) the medium-to-long-haul van (“Van”) fleet transports a variety of consumer nondurable products and other commodities in truckload quantities over irregular routes using dry van trailers, including Mexico cross-border routes; (ii) the expedited (“Expedited”) fleet provides time-sensitive truckload services utilizing driver teams; (iii) the regional short-haul (“Regional”) fleet provides comparable truckload van service within geographic regions across the United States; and (iv) the Temperature Controlled fleet provides truckload services for temperature sensitive products over irregular routes utilizing temperature-controlled trailers. Revenues for the TTS segment include a small amount of non-trucking revenues which consist primarily of the intra-Mexico portion of cross-border shipments delivered to or from Mexico where we utilize a third-party capacity provider.
The Werner Logistics segment is a non-asset-based transportation and logistics provider. Werner Logistics provides services throughout North America and generates the majority of our non-trucking revenues through three operating units. 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; (ii) the Intermodal (“Intermodal”) unit offers rail transportation through alliances with rail and drayage providers as an alternative to truck transportation; and (iii) Werner Final Mile (“Final Mile”) offers residential and commercial deliveries of large or heavy items using third-party agents, independent contractors, and Company employees with two-person delivery teams operating a liftgate straight truck. In first quarter 2021, we completed the sale of the Werner Global Logistics (“WGL”) freight forwarding services for international ocean and air shipments to Scan Global Logistics Group, and we realized a $1.0 million gain when the transaction closed on February 26, 2021.
We generate other revenues from our driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, and other business activities. None of these operations meets the quantitative reporting thresholds. As a result, these operations are grouped in “Other” in the tables below. “Corporate” includes revenues and expenses that are incidental to our activities and are not attributable to any of our operating segments, including gains and losses on sales of property and equipment not attributable to our operating segments.
We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment. Based on our operations, certain revenue-generating assets (primarily tractors and trailers) are interchangeable between segments. Depreciation for these interchangeable assets is allocated to segments based on the actual number of units utilized by the segment during the period. Other depreciation and amortization is allocated to segments based on specific identification or as a percentage of a metric such as average number of tractors. Inter-segment eliminations represent transactions between reporting segments that are eliminated in consolidation.
The following tables summarize our segment information (in thousands):
Years Ended December 31,
 202320222021
Revenues by Segment
Truckload Transportation Services$2,310,810 $2,428,686 $2,045,073 
Werner Logistics910,433 793,492 622,461 
Other78,063 71,185 66,108 
Corporate1,883 1,833 1,629 
Subtotal3,301,189 3,295,196 2,735,271 
Inter-segment eliminations(17,690)(5,218)(899)
Total$3,283,499 $3,289,978 $2,734,372 

Years Ended December 31,
 202320222021
Operating Income (Loss) by Segment
Truckload Transportation Services$169,330 $294,555 $281,823 
Werner Logistics15,879 36,184 27,873 
Other69 (2,604)4,947 
Corporate(8,862)(5,059)(5,497)
Total$176,416 $323,076 $309,146 

Years Ended December 31,
202320222021
Depreciation and Amortization by Segment
Truckload Transportation Services$271,245 $256,768 $245,169 
Werner Logistics15,395 9,989 8,833 
Other11,541 11,258 10,786 
Corporate1,328 1,908 2,912 
Total$299,509 $279,923 $267,700 
Information about the geographic areas in which we conduct business is summarized below (in thousands). Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin.
Years Ended December 31,
202320222021
Revenues
United States$3,089,205 $3,051,788 $2,532,720 
Foreign countries
Mexico159,170 191,126 156,405 
Other35,124 47,064 45,247 
Total foreign countries194,294 238,190 201,652 
Total$3,283,499 $3,289,978 $2,734,372 

Long-lived Assets
United States$1,948,039 $1,795,337 $1,583,766 
Foreign countries
Mexico24,818 29,819 29,421 
Other99 120 56 
Total foreign countries24,917 29,939 29,477 
Total$1,972,956 $1,825,276 $1,613,243 
We generate substantially all of our revenues within the United States or from North American shipments with origins or destinations in the United States. Our largest customer, Dollar General, accounted for 10% of our total revenues in 2023 and 14% in 2022 and 2021. Revenues generated by Dollar General are reported in both of our reportable operating segments.
v3.24.0.1
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
 12 Months Ended
Dec. 31, 2023
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE II
WERNER ENTERPRISES, INC.
VALUATION AND QUALIFYING ACCOUNTS

 
(In thousands)Balance at
Beginning of
Period		Charged to
Costs and
Expenses		Write-offs
(Recoveries)
of Doubtful
Accounts		Balance at
End of
Period
Year ended December 31, 2023:
Allowance for doubtful accounts$10,271 $516 $1,450 $9,337 
Year ended December 31, 2022:
Allowance for doubtful accounts$9,169 $1,956 $854 $10,271 
Year ended December 31, 2021:
Allowance for doubtful accounts$8,686 $845 $362 $9,169 

(In thousands)Balance at
Beginning of
Period		Charged to
Costs and
Expenses		Write-offs
(Recoveries)
of Doubtful
Accounts		Balance at
End of
Period
Year ended December 31, 2023:
Allowance for doubtful student notes$23,491 $22,318 $23,107 $22,702 
Year ended December 31, 2022:
Allowance for doubtful student notes$22,911 $20,301 $19,721 $23,491 
Year ended December 31, 2021:
Allowance for doubtful student notes$19,448 $18,659 $15,196 $22,911 
See report of independent registered public accounting firm.
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Net Income (Loss) $ 112,382 $ 241,256 $ 259,052
v3.24.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Principles of Consolidation
Principles of Consolidation: The accompanying consolidated financial statements include the accounts of Werner Enterprises, Inc. and its subsidiaries (collectively, the “Company”). Redeemable noncontrolling interest on the consolidated balance sheets represents the portion of a consolidated entity in which we do not have a direct equity ownership. In these notes, the terms “we,” “us,” or “our” refer to Werner Enterprises, Inc. and its subsidiaries. All significant intercompany accounts and transactions relating to these entities have been eliminated.
Use of Management Estimates
Use of Management Estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the (i) reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and (ii) reported amounts of revenues and expenses during the reporting period. The most significant estimates that affect our financial statements include the accrued liabilities for insurance and claims and useful lives and salvage values of property and equipment. Actual results could differ from those estimates.
Cash And Cash Equivalents
Cash and Cash Equivalents: We consider all highly liquid investments, purchased with a maturity of three months or less, to be cash equivalents. Accounts at banks with an aggregate excess of the amount of checks issued over cash balances are included in current liabilities in the consolidated balance sheets, and changes in such accounts are reported as a financing activity in the consolidated statements of cash flows.
Trade Accounts Receivable
Trade Accounts Receivable: We record trade accounts receivable at the invoiced amounts, net of an allowance for doubtful accounts for potentially uncollectible receivables. We review the financial condition of customers for granting credit and determine the allowance based on analysis of individual customers’ financial condition, historical write-off experience and national economic conditions. We evaluate the adequacy of our allowance for doubtful accounts quarterly. Past due balances over 90 days and exceeding a specified amount are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off-balance-sheet credit exposure related to our customers.
Inventories and Supplies
Inventories and Supplies: Inventories and supplies are stated at the lower of average cost and net realizable value and consist primarily of revenue equipment parts, tires, fuel and supplies. Tires placed on new revenue equipment are capitalized as a part of the equipment cost. Replacement tires are expensed when placed in service.
Property, Equipment, and Depreciation
Property, Equipment, and Depreciation: Additions and improvements to property and equipment are capitalized at cost, while maintenance and repair expenditures are charged to operations as incurred. Gains and losses on the sale or exchange of property and equipment are recorded in other operating expenses.
Depreciation is calculated based on the cost of the asset, reduced by the asset’s estimated salvage value, using the straight-line method. Accelerated depreciation methods are used for income tax purposes. The lives and salvage values assigned to certain assets for financial reporting purposes are different than for income tax purposes. For financial reporting purposes, assets are generally depreciated using the following estimated useful lives and salvage values:
 LivesSalvage Values
Building and improvements30 years0%
Tractors80 months
$0 - $10,000
Trailers12 years
$6,000
Service and other equipment
3-10 years
0%
Depreciation expense was $289.2 million, $273.8 million, and $265.8 million for the years ended December 31, 2023, 2022, and 2021 respectively, and is reported in depreciation and amortization on the consolidated statements of income.
Due to the stronger used trailer market and the increased cost of new trailers, a change in accounting estimate was made during the first quarter of 2022, which decreased depreciation expense by $12.7 million in 2022.
Goodwill and Amortization of Intangible Assets
Goodwill: Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired in business combinations and is allocated to reporting units that are expected to benefit from the combinations. Goodwill is not amortized, but rather is tested for impairment annually in the fourth quarter, or more frequently if indicators of a potential impairment exist. Impairment exists when the carrying amount of a reporting unit that includes goodwill exceeds its fair value, resulting in an impairment charge for the excess up to the amount of goodwill allocated to the reporting unit. To test goodwill for impairment, we have the option to first perform a qualitative assessment to determine if it is more likely than not that the carrying amount of a reporting unit exceeds its fair value. If a qualitative test indicates a potential for impairment, a quantitative impairment test must be performed. Alternatively, we may bypass the qualitative assessment and perform a quantitative impairment test. A qualitative assessment considers relevant events and circumstances such as macroeconomic, industry, and market conditions; legal, regulatory, and competitive environments; and overall financial performance. For a quantitative impairment test, we estimate the fair values of the goodwill reporting units and compare it to their carrying values. The estimated fair values of the reporting units are established using a combination of the income and market approaches. No impairment charges have resulted from the annual impairment tests.
Amortization of Intangible Assets: Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, ranging from 10 to 12 years.
Long-Lived Assets and Intangible Assets
Long-Lived Assets and Intangible Assets: We review our long-lived assets and finite-lived intangible assets for impairment whenever events or circumstances indicate the carrying amount of such assets may not be recoverable. If based on that review, changes in circumstances indicate that the carrying amount of such assets may not be recoverable, we evaluate recoverability by comparing the undiscounted cash flows associated with the asset to the asset's carrying amount. We also evaluate the remaining useful lives of intangible assets to determine if events or trends warrant a revision to the remaining period of amortization. An impairment loss would be recognized if the carrying amount of the long-lived asset or intangible asset is not recoverable and the carrying amount exceeds its fair value. For long-lived assets classified as held and used, the carrying amount is not recoverable when the carrying value of the long-lived asset exceeds the sum of the future net cash flows. We do not separately identify assets by operating segment because tractors and trailers are routinely transferred from one operating fleet to another. As a result, none of our long-lived assets have identifiable cash flows from use that are largely independent of the cash flows of other assets and liabilities. Thus, the asset group used to assess impairment would include all of our assets. No impairment charges were recorded during the years ended December 31, 2023, 2022, and 2021.
Insurance and Claims Accruals
Insurance and Claims Accruals: Insurance and claims accruals (both current and non-current) reflect the estimated cost (including estimated loss development, incurred-but-not-reported losses and loss adjustment expenses) for (i) cargo loss and damage, (ii) bodily injury and property damage, (iii) group health and (iv) workers’ compensation claims not covered by insurance. The costs for cargo, bodily injury and property damage insurance and claims are included in insurance and claims expense in the consolidated statements of income; the costs of group health and workers’ compensation claims are included in salaries, wages and benefits expense. The insurance and claims accruals are recorded at the estimated ultimate payment amounts. The accruals for bodily injury, property damage and workers’ compensation are based upon individual case estimates and actuarial estimates of loss development for reported losses and incurred-but-not-reported losses using loss development factors based upon past experience. In order to determine the loss development factors, we make judgments relating to the comparability of historical claims to current claims. These judgments consider the nature, frequency, severity, and age of claims, and industry, regulatory, and company-specific trends impacting the development of claims. An independent actuary reviews our calculation of the undiscounted self-insurance reserves for bodily injury and property damage claims and workers’ compensation claims at year-end.
We renewed our liability insurance policies on August 1, 2023 and are responsible for the first $10.0 million per claim on all claims with an annual $12.5 million aggregate for claims between $10.0 million and $20.0 million. For the policy year that began August 1, 2022, we were responsible for the first $10.0 million per claim on all claims with an annual $10.0 million aggregate for claims between $10.0 million and $20.0 million. For the policy year that began August 1, 2021, we were responsible for the first $10.0 million per claim on all claims with an annual $10.0 million aggregate for claims between $10.0 million and $15.0 million. For the policy year that began on August 1, 2020, we were responsible for the first $10.0 million per claim with no aggregates. We maintain liability insurance coverage with insurance carriers in excess of the $10.0 million per claim. We are also responsible for administrative expenses for each occurrence involving bodily injury or property damage.
Our self-insured retention (“SIR”) for workers’ compensation claims is $2.0 million per claim, with premium-based coverage (issued by insurance companies) for claims exceeding this amount. Our SIR for workers’ compensation claims increased from $1.0 million to $2.0 million per claim on April 1, 2020. We also maintain a $24.9 million bond for the State of Nebraska and a $15.1 million bond for our workers’ compensation insurance carrier.
Under these insurance arrangements, we maintained $49.4 million in letters of credit as of December 31, 2023.
Revenue Recognition
Revenue Recognition: The consolidated statements of income reflect recognition of operating revenues (including fuel surcharge revenues) and related direct costs over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. For shipments where a third-party capacity provider (including independent contractors under contract with us) is utilized to provide some or all of the service, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis).
Foreign Currency Translation
Foreign Currency Translation: Local currencies are generally considered the functional currencies outside the United States. Assets and liabilities are translated at year-end exchange rates for operations in local currency environments. Foreign revenues and expense items denominated in the functional currency are translated at the average rates of exchange prevailing during the year. Foreign currency translation adjustments reflect the changes in foreign currency exchange rates applicable to the net assets of the foreign operations. Foreign currency translation adjustments are recorded in accumulated other comprehensive loss within stockholders’ equity in the consolidated balance sheets and as a separate component of comprehensive income in the consolidated statements of comprehensive income.
Income Taxes
Income Taxes: Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
In accounting for uncertain tax positions, we recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We recognize interest and penalties directly related to income tax matters in income tax expense.
Common Stock And Earnings Per Share
Common Stock and Earnings Per Share: Basic earnings per share is computed by dividing net income attributable to Werner by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Werner by the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding restricted stock awards. Performance awards are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. There are no differences in the numerators of our computations of basic and diluted earnings per share for any periods presented. The computation of basic and diluted earnings per share is shown below (in thousands, except per share amounts).
 Years Ended December 31,
202320222021
Net income attributable to Werner$112,382 $241,256 $259,052 
Weighted average common shares outstanding63,374 64,125 67,434 
Dilutive effect of stock-based awards344 454 421 
Shares used in computing diluted earnings per share63,718 64,579 67,855 
Basic earnings per share$1.77 $3.76 $3.84 
Diluted earnings per share$1.76 $3.74 $3.82 
Equity Compensation Equity Compensation: We have an equity compensation plan that provides for grants of stock options, restricted stock and units (“restricted awards”), unrestricted stock awards, performance awards and stock appreciation rights to our employees, directors, and consultants. We apply the fair value method of accounting for equity compensation awards. Issuances of stock upon an exercise of stock options or vesting of restricted stock are made from treasury stock; shares reacquired to satisfy tax withholding obligations upon vesting of restricted stock are recorded as treasury stock. Grants of stock options, restricted stock, and performance awards vest in increments, and we recognize compensation expense over the requisite service period of each award. We accrue compensation expense for performance awards for the estimated number of shares expected to be issued using the most current information available at the date of the financial statements. If the performance objectives are not met, no compensation expense will be recognized, and any previously recognized compensation expense will be reversed. We account for forfeitures in the period in which they occur.
Comprehensive Income Comprehensive Income: Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are not included in net income, but rather are recorded directly in stockholders’ equity. For the years ended December 31, 2023, 2022, and 2021, comprehensive income consists of net income, foreign currency translation adjustments and change in fair value of interest rate swaps. The components of accumulated other comprehensive loss reported in the consolidated balance sheets as of December 31, 2023 and 2022, consisted of foreign currency translation adjustment losses of $10.0 million and $16.2 million, respectively, and gains of $0.3 million and $4.9 million related to changes in fair value of interest rate swaps, net of tax, respectively.
Recently Issued Accounting Pronouncements, Not Yet Effective
Recently Issued Accounting Pronouncements, Not Yet Effective: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, with the objective of improving financial reporting, primarily through enhanced disclosures about significant segment expenses. 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. Early adoption is permitted. 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.
In December 2023, FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, with the objective of enhancing the transparency and decision usefulness of income tax information through income tax disclosure improvements, primarily related to the rate reconciliation and income taxes paid information. The provisions of this update are effective for annual periods beginning after December 15, 2024, using a prospective approach. Early adoption and retrospective application are 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.
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Schedule of Estimated Useful Life For financial reporting purposes, assets are generally depreciated using the following estimated useful lives and salvage values:
 LivesSalvage Values
Building and improvements30 years0%
Tractors80 months
$0 - $10,000
Trailers12 years
$6,000
Service and other equipment
3-10 years
0%
Schedule Of Basic and Diluted Earnings Per Share The computation of basic and diluted earnings per share is shown below (in thousands, except per share amounts).
 Years Ended December 31,
202320222021
Net income attributable to Werner$112,382 $241,256 $259,052 
Weighted average common shares outstanding63,374 64,125 67,434 
Dilutive effect of stock-based awards344 454 421 
Shares used in computing diluted earnings per share63,718 64,579 67,855 
Basic earnings per share$1.77 $3.76 $3.84 
Diluted earnings per share$1.76 $3.74 $3.82 
v3.24.0.1
BUSINESS ACQUISITIONS (Tables)
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Purchase Price allocations of Acquisitions The purchase price allocations for ReedTMS and Baylor were considered final as of June 30, 2023.
The following table summarizes the purchase price allocation for ReedTMS, including any adjustments (in thousands):
November 5, 2022 Opening Balance Sheet
as Reported at
December 31, 2022
Adjustments (1)
November 5, 2022 Opening Balance Sheet
as Reported at
December 31, 2023
Purchase Price
Cash consideration paid $116,989 $— $116,989 
(2)
Cash and cash equivalents acquired(12,120)— (12,120)
Contingent consideration arrangement5,000 (800)4,200 
(3)
Working capital surplus (deficiency)(689)188 (501)
Total purchase price (fair value of consideration)109,180 (612)108,568 

Purchase Price Allocation
Current assets52,531 49 52,580 
Property and equipment35,000 (12,485)22,515 
Intangible assets12,000 15,300 27,300 
Other non-current assets7,927 (1)7,926 
Total assets acquired107,458 2,863 110,321 

Current liabilities		(45,497)(389)(45,886)
Other long-term liabilities(5,622)527 (5,095)
Total liabilities assumed(51,119)138 (50,981)
Goodwill$52,841 $(3,613)$49,228 
(1) The measurement period adjustments were recorded during the three months ended March 31, 2023. No material statement of income effects were identified with these adjustments.
(2) Includes $0.9 million related to the net present value of future insurance payments. At closing, $11.5 million of the cash consideration was placed in escrow to secure certain indemnification obligations of the sellers and to cover post-closing adjustments. During the three months ended March 31, 2023, we received $2.1 million from escrow for post-closing adjustments. The remaining balance of the escrow, except for $0.5 million, was returned to the sellers. In exchange, the sellers obtained a $10.0 million Standby Letter of Credit with the Company named as beneficiary.
(3) The contingent earnout liability was recorded in other long-term liabilities as of December 31, 2022. For additional information regarding the valuation of the contingent liability, see Note 6 – Fair Value.
v3.24.0.1
REVENUE (Tables)
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue by Revenue Source
The following table presents our revenues disaggregated by revenue source (in thousands):
 Years Ended December 31,
 202320222021
Truckload Transportation Services$2,310,810 $2,428,686 $2,045,073 
Werner Logistics910,433 793,492 622,461 
Inter-segment eliminations(17,690)(5,218)(899)
   Transportation services3,203,553 3,216,960 2,666,635 
Other revenues79,946 73,018 67,737 
Total revenues$3,283,499 $3,289,978 $2,734,372 
Schedule of Revenue by Geographical Location
The following table presents our revenues disaggregated by geographic areas in which we conduct business (in thousands):
 Years Ended December 31,
 202320222021
United States$3,089,205 $3,051,788 $2,532,720 
Mexico159,170 191,126 156,405 
Other35,124 47,064 45,247 
Total revenues$3,283,499 $3,289,978 $2,734,372 
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS (Tables)
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The following table summarizes changes in the carrying amount of goodwill by segment for the years ended December 31, 2023 and 2022 (in thousands):
TTSWerner LogisticsTotal
Balance as of December 31, 2021$38,084 $36,534 $74,618 
Goodwill recorded in acquisition of ReedTMS10,341 42,500 52,841 
Goodwill recorded in acquisition of Baylor5,472 — 5,472 
Purchase accounting adjustments (1)
— (214)(214)
Balance as of December 31, 202253,897 78,820 132,717 
Purchase accounting adjustments (1)
(7,841)$4,228 (3,613)
Balance as of December 31, 2023$46,056 $83,048 $129,104 
(1) The purchase accounting adjustments consist of post-closing adjustments related to net assets assumed in the acquisitions of NEHDS and ReedTMS for the years ended December 31, 2022 and 2023, respectively. For additional information regarding the ReedTMS purchase accounting adjustments, see Note 2 – Business Acquisitions.
Schedule of Acquired Intangible Assets
The following table presents acquired intangible assets (in thousands):
December 31,
20232022
Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
Customer relationships$80,200 $(13,989)$66,211 $64,900 $(5,714)$59,186 
Trade names24,600 (4,334)20,266 24,600 (2,284)22,316 
Total intangible assets$104,800 $(18,323)$86,477 $89,500 $(7,998)$81,502 
Schedule of Future Amortization Expense of Intangible Assets
As of December 31, 2023, the estimated future amortization expense for intangible assets by year is as follows (in thousands):
2024$10,070 
202510,070 
202610,070 
202710,070 
202810,070 
Thereafter (to 2034)36,127 
Total$86,477 
v3.24.0.1
LEASES (Tables)
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Schedule of Operating Lease Information
The following table presents balance sheet and other operating lease information (dollars in thousands):
December 31,
20232022
Right-of-use assets (recorded in other non-current assets)$34,814 $40,963 

Current lease liabilities (recorded in other current liabilities)		$9,017 $9,396 
Long-term lease liabilities (recorded in other long-term liabilities)27,495 32,897 
Total operating lease liabilities$36,512 $42,293 
Weighted-average remaining lease term for operating leases6.15 years6.43 years
Weighted-average discount rate for operating leases3.6 %3.3 %
Schedule of Maturities of Operating Lease Liabilities
The following table presents the maturities of operating lease liabilities as of December 31, 2023 (in thousands):

2024$10,142 
20258,316 
20266,527 
20274,459 
20283,190 
Thereafter7,694 
Total undiscounted operating lease payments$40,328 
Less: Imputed interest(3,816)
Present value of operating lease liabilities$36,512 
Schedule of Lessor Operating Lease Maturities The following table presents information about the maturities of these operating leases as of December 31, 2023 (in thousands):
2024$6,691 
2025686 
2026339 
202785 
2028— 
Thereafter— 
Total$7,801 
v3.24.0.1
FAIR VALUE (Tables)
 12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis
The following table presents the fair value hierarchy for our assets and liabilities measured at fair value on a recurring basis (in thousands):
Fair Value
Level in FairDecember 31,
Value Hierarchy20232022
Assets:
Other non-current assets:
Equity securities (1)
1$310 $723 
Liabilities:
Other long-term liabilities:
Contingent consideration associated with acquisitions3$8,896 $13,400 
(1) Represents our investments in autonomous technology companies. For additional information regarding the valuation of these equity securities, see Note 7 – Investments.
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
The following table presents changes in the fair value of our contingent earnout liabilities for the years ended December 31, 2023 and 2022 (in thousands):
Balance as of December 31, 2021$2,500 
Contingent consideration associated with the acquisition of Baylor 8,400 
Contingent consideration associated with the acquisition of ReedTMS 5,000 
Change in fair value (1)
(2,500)
Balance as of December 31, 202213,400 
Measurement period adjustment associated with the acquisition of ReedTMS (2)
(800)
Payment for contingent consideration (3)
(1,500)
Change in fair value (4)
(2,204)
Balance as of December 31, 2023$8,896 
(1) The contingent earnout period related to the NEHDS acquisition ended on December 31, 2022 and did not result in any additional cash payments, as the financial performance goals were not achieved.
(2) The measurement period adjustment was recorded in goodwill on the consolidated balance sheet.
(3) The contingent earnout period related to the ReedTMS acquisition ended on December 31, 2023 and resulted in an additional cash payment, as certain financial performance goals were achieved.
(4) Includes a net favorable change of $2.7 million to the contingent earnout liability related to the ReedTMS acquisition for the year ended December 31, 2023.
v3.24.0.1
INVESTMENTS (Tables)
 12 Months Ended
Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of Investments Without Readily Determinable Fair Value
The following table summarizes the activity related to our equity investments without readily determinable fair values during the periods presented (in thousands):
Years Ended December 31,
202320222021
Investment in equity securities$3,066 $20,250 $5,000 
Upward adjustments (1)
— 28,638 28,151 
(1) During 2022 and 2021, investments by third parties resulted in the remeasurements of our investment in MLSI. Our updated investment values were based upon the prices paid by third parties.
Schedule of Equity Securities With Readily Determinable Fair Value
The following table summarizes the activity related to our equity investments with readily determinable fair values during the periods presented (in thousands):
Years Ended December 31,
202320222021
Loss (gain) on investments in equity securities, net$278 $16,443 $(12,166)
Portion of unrealized loss (gain) for the period related to equity securities still held at the reporting date$270 $16,443 $(12,166)
v3.24.0.1
DEBT AND CREDIT FACILITIES (Tables)
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Schedule of Maturities of Long-term Debt
At December 31, 2023, the aggregate future maturities of long-term debt by year are as follows (in thousands):
2024$88,750 
2025— 
2026— 
2027560,000 
Total$648,750 
v3.24.0.1
NOTES RECEIVABLE (Tables)
 12 Months Ended
Dec. 31, 2023
Receivables [Abstract]  
Schedule of Notes Receivable The following table presents our notes receivable (in thousands):
 December 31,
 20232022
Independent contractor notes receivable$6,864 $8,287 
MLSI subordinated promissory note25,000 — 
Other notes receivable7,231 7,921 
Notes receivable39,095 16,208 
Less current portion2,208 2,691 
Notes receivable – non-current$36,887 $13,517 
The following table presents our student notes receivable (in thousands):
December 31,
20232022
Student notes receivable$64,956 $63,351 
Allowance for doubtful student notes receivable(22,702)(23,491)
Total student notes receivable, net of allowance42,254 39,860 
Less current portion, net of allowance13,705 12,574 
Student notes receivable – non-current$28,549 $27,286 
v3.24.0.1
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Schedule of Income Tax Expense
Income tax expense consisted of the following (in thousands):
 Years Ended December 31,
 202320222021
Current:
Federal$17,624 $23,741 $42,049 
State7,661 12,423 12,787 
Foreign2,053 489 213 
27,338 36,653 55,049 
Deferred:
Federal10,019 38,521 27,593 
State(1,866)4,032 1,895 
8,153 42,553 29,488 
Total income tax expense$35,491 $79,206 $84,537 
Schedule of Effective Income Tax Rate Reconciliation
The effective income tax rate differs from the federal corporate tax rate of 21% in 2023, 2022, and 2021 as follows (in thousands):
 Years Ended December 31,
 202320222021
Tax at statutory rate$31,034 $68,205 $72,663 
State income taxes, net of federal tax benefits4,578 12,999 11,599 
Other, net(121)(1,998)275 
Total income tax expense$35,491 $79,206 $84,537 
Schedule of Deferred Tax Assets and Liabilities
The following table presents our deferred income tax assets and liabilities (in thousands):
 December 31,
 20232022
Deferred income tax assets:
Insurance and claims accruals$57,168 $59,275 
Compensation-related accruals9,931 10,767 
Allowance for uncollectible accounts2,797 3,218 
Operating lease liabilities8,733 10,324 
Other2,235 981 
Gross deferred income tax assets80,864 84,565 
Deferred income tax liabilities:
Property and equipment351,352 344,896 
Investments in equity securities12,240 12,818 
Prepaid expenses7,118 7,526 
Operating lease right-of-use assets8,327 10,056 
Investment in partnership18,790 19,745 
Other3,217 2,802 
Gross deferred income tax liabilities401,044 397,843 
Net deferred income tax liability$320,180 $313,278 
Schedule of Unrecognized Tax Benefits Roll Forward The reconciliations of beginning and ending gross balances of unrecognized tax benefits are shown below (in thousands).
 December 31,
 202320222021
Unrecognized tax benefits, beginning balance$2,495 $2,425 $2,363 
Gross increases – tax positions in prior period161 99 65 
Gross increases – current period tax positions120 320 320 
Settlements(531)(349)(323)
Unrecognized tax benefits, ending balance$2,245 $2,495 $2,425 
v3.24.0.1
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS (Tables)
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Schedule of Equity Compensation Expense and Related Income Tax Benefit Recognized The following table summarizes the equity compensation expense and related income tax benefit recognized in the consolidated statements of income (in thousands):
 Years Ended December 31,
 202320222021
Restricted awards:
Pre-tax compensation expense$10,229 $7,803 $6,349 
Tax benefit2,634 1,954 1,587 
Restricted stock expense, net of tax$7,595 $5,849 $4,762 
Performance awards:
Pre-tax compensation expense$1,723 $4,690 $4,452 
Tax benefit444 1,174 1,113 
Performance award expense, net of tax$1,279 $3,516 $3,339 
Schedule of Equity Compensation, Restricted Award Activity The following table summarizes restricted award activity for the year ended December 31, 2023:
Number of
Restricted
Awards 
(in thousands)		Weighted-
Average Grant
Date Fair
Value ($)
Nonvested at beginning of period492 $41.42 
Granted204 44.17 
Vested(233)40.44 
Forfeited(19)42.44 
Nonvested at end of period444 43.15 
Schedule of Equity Compensation Performance Award Activity The following table summarizes performance award activity for the year ended December 31, 2023:
Number of
Performance Awards
(in thousands)		Weighted-
Average Grant
Date Fair
Value ($)
Nonvested at beginning of period289 $37.21 
Granted121 45.07 
Vested(126)32.93 
Forfeited(4)38.34 
Nonvested at end of period280 42.15 
Schedule of Contributions for Employee Stock Purchase Plan Our contributions for the Purchase Plan were as follows (in thousands):
2023$349 
2022309 
2021297 
Schedule of Contributions and Administrative Expenses Under 401(k) Retirement Savings Plan Salaries, wages and benefits expense in the accompanying consolidated statements of income includes our 401(k) Plan contributions and administrative expenses, which were as follows (in thousands): 
2023$6,351 
20225,921 
20214,904 
Schedule of Accumulated Benefit Obligation and Aggregate Market Value of Life Insurance Policies
The accumulated benefit obligation and aggregate market value of the life insurance policies were as follows (in thousands):
 December 31,
 20232022
Accumulated benefit obligation$13,843 $10,883 
Aggregate market value10,635 8,509 
v3.24.0.1
SEGMENT INFORMATION (Tables)
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
Schedule of Segment Financial Information
The following tables summarize our segment information (in thousands):
Years Ended December 31,
 202320222021
Revenues by Segment
Truckload Transportation Services$2,310,810 $2,428,686 $2,045,073 
Werner Logistics910,433 793,492 622,461 
Other78,063 71,185 66,108 
Corporate1,883 1,833 1,629 
Subtotal3,301,189 3,295,196 2,735,271 
Inter-segment eliminations(17,690)(5,218)(899)
Total$3,283,499 $3,289,978 $2,734,372 

Years Ended December 31,
 202320222021
Operating Income (Loss) by Segment
Truckload Transportation Services$169,330 $294,555 $281,823 
Werner Logistics15,879 36,184 27,873 
Other69 (2,604)4,947 
Corporate(8,862)(5,059)(5,497)
Total$176,416 $323,076 $309,146 

Years Ended December 31,
202320222021
Depreciation and Amortization by Segment
Truckload Transportation Services$271,245 $256,768 $245,169 
Werner Logistics15,395 9,989 8,833 
Other11,541 11,258 10,786 
Corporate1,328 1,908 2,912 
Total$299,509 $279,923 $267,700 
Schedule of Revenue and Long-Lived Assets, by Geographical Areas
Information about the geographic areas in which we conduct business is summarized below (in thousands). Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin.
Years Ended December 31,
202320222021
Revenues
United States$3,089,205 $3,051,788 $2,532,720 
Foreign countries
Mexico159,170 191,126 156,405 
Other35,124 47,064 45,247 
Total foreign countries194,294 238,190 201,652 
Total$3,283,499 $3,289,978 $2,734,372 

Long-lived Assets
United States$1,948,039 $1,795,337 $1,583,766 
Foreign countries
Mexico24,818 29,819 29,421 
Other99 120 56 
Total foreign countries24,917 29,939 29,477 
Total$1,972,956 $1,825,276 $1,613,243 
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Concentration Risk [Line Items]        
Accounts receivable recorded investment past due days (in days) 90 days      
Depreciation and amortization $ 289,200,000 $ 273,800,000 $ 265,800,000  
Impairment charges 0 0 0  
Self insurance retention liability 10,000,000 10,000,000 10,000,000 $ 10,000,000
Annual aggregate limit 12,500,000 10,000,000 10,000,000  
Liability insurance coverage in excess of SIR policy 10,000,000 10,000,000 10,000,000  
Self insurance retention Workers' compensation 2,000,000   2,000,000 $ 1,000,000
Foreign currency translation adjustments included in accumulated other comprehensive income 10,000,000 16,200,000    
Interest rate swaps included in accumulated other comprehensive income 300,000 4,900,000    
Change in Accounting Method Accounted for as Change in Estimate        
Concentration Risk [Line Items]        
Depreciation and amortization   (12,700,000)    
State of Nebraska        
Concentration Risk [Line Items]        
Workers' compensation insurance bonds 24,900,000      
Workers Compensation Insurance Carrier        
Concentration Risk [Line Items]        
Workers' compensation insurance bonds 15,100,000      
Insurance Carrier        
Concentration Risk [Line Items]        
Letters of credit outstanding, amount $ 49,400,000      
Minimum        
Concentration Risk [Line Items]        
Estimated useful life (in years) 10 years      
Per claim range for the annual aggregate limit $ 10,000,000 10,000,000 10,000,000  
Maximum        
Concentration Risk [Line Items]        
Estimated useful life (in years) 12 years      
Per claim range for the annual aggregate limit $ 20,000,000 $ 20,000,000 $ 15,000,000  
Revenue Benchmark | Customer Concentration Risk | Ten Largest Customers        
Concentration Risk [Line Items]        
Concentration risk (as a percent) 48.00% 46.00% 49.00%  
Revenue Benchmark | Customer Concentration Risk | Dollar General        
Concentration Risk [Line Items]        
Concentration risk (as a percent) 10.00% 14.00% 14.00%  
Accounts Receivable | Customer Concentration Risk | Dollar General        
Concentration Risk [Line Items]        
Concentration risk (as a percent) 10.00% 13.00%    
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Estimated Useful Life (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Building and improvements  
Property, Plant and Equipment [Line Items]  
Lives 30 years
Salvage Value (as a percent) 0.00%
Tractors  
Property, Plant and Equipment [Line Items]  
Lives 80 months
Trailers  
Property, Plant and Equipment [Line Items]  
Lives 12 years
Salvage Values $ 6
Service and other equipment  
Property, Plant and Equipment [Line Items]  
Salvage Value (as a percent) 0.00%
Minimum | Tractors  
Property, Plant and Equipment [Line Items]  
Salvage Values $ 0
Minimum | Service and other equipment  
Property, Plant and Equipment [Line Items]  
Lives 3 years
Maximum | Tractors  
Property, Plant and Equipment [Line Items]  
Salvage Values $ 10
Maximum | Service and other equipment  
Property, Plant and Equipment [Line Items]  
Lives 10 years
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule Of Basic and Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]      
Net income attributable to Werner $ 112,382 $ 241,256 $ 259,052
Weighted average common shares outstanding (in shares) 63,374 64,125 67,434
Dilutive effect of stock-based awards (in shares) 344 454 421
Shares used in computing diluted earnings per share (in shares) 63,718 64,579 67,855
Basic earnings per share (in dollars per share) $ 1.77 $ 3.76 $ 3.84
Diluted earnings per share (in dollars per share) $ 1.76 $ 3.74 $ 3.82
v3.24.0.1
BUSINESS ACQUISITIONS - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Nov. 05, 2022
Oct. 01, 2022
Nov. 22, 2021
Jul. 01, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Business Acquisition [Line Items]              
Additional cash payment         $ 1,500    
Change in fair value         2,204 $ 2,500  
November 5, 2022 Opening Balance Sheet as Reported at December 31, 2022              
Business Acquisition [Line Items]              
Equity interests acquired (as a percent) 100.00%            
Purchase price $ 108,600       108,568 109,180  
Additional cash payment $ 1,500            
Change in fair value         $ 2,700    
Business acquisition transaction costs           700  
Adjustments (1)              
Business Acquisition [Line Items]              
Equity interests acquired (as a percent)   100.00%          
Purchase price   $ 89,000          
Contingent earnout liability, low   0          
Contingent earnout liability, high   $ 15,000          
Business acquisition transaction costs           $ 400  
Performance period (in years)   3 years          
NEHDS              
Business Acquisition [Line Items]              
Equity interests acquired (as a percent)     100.00%        
Purchase price     $ 62,300        
Business acquisition transaction costs             $ 600
ECM              
Business Acquisition [Line Items]              
Equity interests acquired (as a percent)       80.00%      
Purchase price       $ 141,300      
Business acquisition transaction costs             $ 1,000
Period to obtain remaining ownership interest (in years)       5 years      
Equity interests owned by noncontrolling interest (as a percent)       20.00%      
Fixed rate term loan amount used to acquire ECM       $ 100,000      
v3.24.0.1
BUSINESS ACQUISITIONS - Schedule of Purchase Price allocations of Acquisitions (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Nov. 05, 2022
Mar. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Purchase Price Allocation          
Goodwill     $ 129,104 $ 132,717 $ 74,618
Contingent consideration arrangement adjustments     (800) 13,400 $ 2,500
Goodwill adjustments     (3,613) (214)  
Escrow deposit $ 11,500        
ReedTMS          
Purchase Price          
Cash consideration paid     116,989 116,989  
Cash and cash equivalents acquired     (12,120) (12,120)  
Contingent consideration arrangement     4,200 5,000  
Working capital surplus (deficiency)     (501) (689)  
Total purchase price (fair value of consideration) 108,600   108,568 109,180  
Purchase Price Allocation          
Current assets     52,580 52,531  
Property and equipment     22,515 35,000  
Intangible assets     27,300 12,000  
Other non-current assets     7,926 7,927  
Total assets acquired     110,321 107,458  
Current liabilities     (45,886) (45,497)  
Other long-term liabilities     (5,095) (5,622)  
Total liabilities assumed     (50,981) (51,119)  
Goodwill     49,228 $ 52,841  
Cash consideration paid adjustments     0    
Cash and cash equivalents acquired adjustments     0    
Contingent consideration arrangement adjustments     (800)    
Working capital surplus (deficiency) adjustments     188    
Total purchase price (fair value of consideration) adjustments     (612)    
Current assets adjustments     49    
Property and equipment adjustments     (12,485)    
Intangible assets adjustments     15,300    
Other non-current assets adjustments     (1)    
Total assets acquired adjustments     2,863    
Current liabilities adjustments     (389)    
Other long-term liabilities adjustments     527    
Total liabilities assumed adjustments     138    
Goodwill adjustments     $ (3,613)    
Net present value of future insurance payments $ 900        
Escrow post closing adjustments   $ 2,100      
Indemnification escrow deposit   500      
Letter of credit, seller obtained, company as beneficiary   $ 10,000      
v3.24.0.1
REVENUE - Schedule of Disaggregation of Revenue by Revenue Source (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of revenue      
Revenues by Segment $ 3,283,499 $ 3,289,978 $ 2,734,372
Inter-segment eliminations      
Disaggregation of revenue      
Revenues by Segment (17,690) (5,218) (899)
Truckload Transportation Services | Operating Segments      
Disaggregation of revenue      
Revenues by Segment 2,310,810 2,428,686 2,045,073
Werner Logistics | Operating Segments      
Disaggregation of revenue      
Revenues by Segment 910,433 793,492 622,461
Transportation services      
Disaggregation of revenue      
Revenues by Segment 3,203,553 3,216,960 2,666,635
Other revenues      
Disaggregation of revenue      
Revenues by Segment $ 79,946 $ 73,018 $ 67,737
v3.24.0.1
REVENUE - Schedule of Disaggregation of Revenue by Geographical Areas (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of revenue      
Revenues by Segment $ 3,283,499 $ 3,289,978 $ 2,734,372
United States      
Disaggregation of revenue      
Revenues by Segment 3,089,205 3,051,788 2,532,720
Mexico      
Disaggregation of revenue      
Revenues by Segment 159,170 191,126 156,405
Other      
Disaggregation of revenue      
Revenues by Segment $ 35,124 $ 47,064 $ 45,247
v3.24.0.1
REVENUE - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]      
Average transit time (in days) 3 days    
Other revenues as a percentage of total revenue (as a percent) 2.00% 2.00% 2.00%
Accounts receivable, trade, net $ 444,944 $ 518,815  
Contract assets 7,400 8,900  
Contract liabilities 900 $ 900  
Revenue recognized from contract liability during the period $ 900    
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill by Segment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Increase (Decrease) in Goodwill [Roll Forward]    
Beginning balance $ 132,717 $ 74,618
Purchase accounting adjustments (3,613) (214)
Ending balance 129,104 132,717
ReedTMS    
Increase (Decrease) in Goodwill [Roll Forward]    
Beginning balance 52,841  
Goodwill recorded in acquisition   52,841
Purchase accounting adjustments (3,613)  
Ending balance 49,228 52,841
Baylor    
Increase (Decrease) in Goodwill [Roll Forward]    
Goodwill recorded in acquisition   5,472
TTS    
Increase (Decrease) in Goodwill [Roll Forward]    
Beginning balance 53,897 38,084
Purchase accounting adjustments (7,841) 0
Ending balance 46,056 53,897
TTS | ReedTMS    
Increase (Decrease) in Goodwill [Roll Forward]    
Goodwill recorded in acquisition   10,341
TTS | Baylor    
Increase (Decrease) in Goodwill [Roll Forward]    
Goodwill recorded in acquisition   5,472
Werner Logistics    
Increase (Decrease) in Goodwill [Roll Forward]    
Beginning balance 78,820 36,534
Purchase accounting adjustments 4,228 (214)
Ending balance $ 83,048 78,820
Werner Logistics | ReedTMS    
Increase (Decrease) in Goodwill [Roll Forward]    
Goodwill recorded in acquisition   42,500
Werner Logistics | Baylor    
Increase (Decrease) in Goodwill [Roll Forward]    
Goodwill recorded in acquisition   $ 0
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS - Schedule of Acquired Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 104,800 $ 89,500
Accumulated Amortization (18,323) (7,998)
Total 86,477 81,502
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 80,200 64,900
Accumulated Amortization (13,989) (5,714)
Total 66,211 59,186
Trade names    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 24,600 24,600
Accumulated Amortization (4,334) (2,284)
Total $ 20,266 $ 22,316
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization of intangible assets $ 10.3 $ 6.1 $ 1.9
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS - Schedule of Future Amortization Expense of Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
2024 $ 10,070  
2025 10,070  
2026 10,070  
2027 10,070  
2028 10,070  
Thereafter (to 2034) 36,127  
Total $ 86,477 $ 81,502
v3.24.0.1
LEASES - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Lessee, Lease, Description [Line Items]      
Right-of-use asset recognized as non-cash asset addition $ 4.7 $ 14.7 $ 8.2
Right-of-use assets obtained from business acquisitions   8.3 15.6
Cash paid for amounts included in measurement of operating lease liability 11.1 8.5 4.6
Total operating lease expense 22.5 22.1 15.7
Long-term operating leases $ 11.5 $ 9.4 $ 4.8
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] Revenues Revenues Revenues
Operating lease revenues $ 10.9 $ 10.7 $ 11.7
Minimum      
Lessee, Lease, Description [Line Items]      
Operating leases, term of contract, lessee (in years) 1 year    
Operating leases, term of contract, lessor (in years) 3 years    
Maximum      
Lessee, Lease, Description [Line Items]      
Operating leases, term of contract, lessee (in years) 18 years    
Operating leases, term of contract, lessor (in years) 8 years    
v3.24.0.1
LEASES - Schedule of Operating Lease Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Other non-current assets Other non-current assets
Right-of-use assets (recorded in other non-current assets) $ 34,814 $ 40,963
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other current liabilities Other current liabilities
Current lease liabilities (recorded in other current liabilities) $ 9,017 $ 9,396
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other long-term liabilities Other long-term liabilities
Long-term lease liabilities (recorded in other long-term liabilities) $ 27,495 $ 32,897
Total operating lease liabilities $ 36,512 $ 42,293
Weighted-average remaining lease term for operating leases 6 years 1 month 24 days 6 years 5 months 4 days
Weighted-average discount rate for operating leases 3.60% 3.30%
v3.24.0.1
LEASES - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
2024 $ 10,142  
2025 8,316  
2026 6,527  
2027 4,459  
2028 3,190  
Thereafter 7,694  
Total undiscounted operating lease payments 40,328  
Less: Imputed interest (3,816)  
Present value of operating lease liabilities $ 36,512 $ 42,293
v3.24.0.1
LEASES - Schedule of Lessor Operating Lease Maturities (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Leases [Abstract]  
2024 $ 6,691
2025 686
2026 339
2027 85
2028 0
Thereafter 0
Total $ 7,801
v3.24.0.1
FAIR VALUE - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Fair Value, Inputs, Level 1    
Assets:    
Equity securities $ 310 $ 723
Fair Value, Inputs, Level 3 | Other Noncurrent Liabilities    
Liabilities:    
Contingent consideration associated with acquisitions $ 8,896 $ 13,400
v3.24.0.1
FAIR VALUE - Schedule of Changes In Fair Value of Contingent Consideration (Details) - USD ($)
$ in Thousands
 12 Months Ended
Nov. 05, 2022
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]        
Beginning balance   $ 13,400 $ 2,500  
Contingent consideration associated with acquisition   (800) 13,400 $ 2,500
Payment for contingent consideration   (1,500)    
Change in fair value   (2,204) (2,500)  
Ending balance   8,896 13,400 $ 2,500
Baylor        
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]        
Contingent consideration arrangement     8,400  
ReedTMS        
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]        
Contingent consideration arrangement   4,200 $ 5,000  
Contingent consideration associated with acquisition   (800)    
Payment for contingent consideration $ (1,500)      
Change in fair value   $ (2,700)    
v3.24.0.1
FAIR VALUE - Narrative (Details) - BMO Term Loan - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]    
Estimated fair value of debt $ 86.7 $ 87.2
Line of Credit | Unsecured Debt    
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]    
Term loan $ 88.8 $ 93.8
v3.24.0.1
INVESTMENTS - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Jan. 31, 2023
Schedule of Investments [Line Items]        
Investment in equity securities $ 3,066 $ 20,250 $ 5,000  
Cumulative upward adjustment 56,800      
Payments to acquire equity method investments 3,385 0 0  
Loss from equity method investment 1,046 0 $ 0  
Mastery Logistics Systems, Inc.        
Schedule of Investments [Line Items]        
Investment in equity securities 89,800 86,800    
Other Equity Investments without Readily Determinable Fair Values        
Schedule of Investments [Line Items]        
Investment in equity securities $ 316 $ 250    
Autotech Fund III        
Schedule of Investments [Line Items]        
Equity method investment, purchase commitment       $ 20,000
Equity method investment, ownership (as a percent) 20.00%      
Payments to acquire equity method investments $ 3,400      
Equity method investments 2,300      
Loss from equity method investment $ 1,000      
v3.24.0.1
INVESTMENTS - Schedule of Investments Without Readily Determinable Fair Value (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Equity Method Investments and Joint Ventures [Abstract]      
Investment in equity securities $ 3,066 $ 20,250 $ 5,000
Upward adjustments $ 0 $ 28,638 $ 28,151
v3.24.0.1
Investments - Schedule of Investments With Readily Determinable Fair Value (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Equity Securities With Readily Determinable Fair Value [Line Items]      
Loss (gain) on investments in equity securities, net $ 278 $ (12,195) $ (40,317)
Fair Value, Inputs, Level 1 | Fair Value, Recurring      
Equity Securities With Readily Determinable Fair Value [Line Items]      
Loss (gain) on investments in equity securities, net 278 16,443 (12,166)
Portion of unrealized loss (gain) for the period related to equity securities still held at the reporting date $ 270 $ 16,443 $ (12,166)
v3.24.0.1
DEBT AND CREDIT FACILITIES - Narrative (Details)
Dec. 20, 2022
USD ($)
Jun. 30, 2021
USD ($)
Dec. 31, 2023
USD ($)
Rate
Jul. 31, 2023
USD ($)
interestRateSwap
Dec. 31, 2022
USD ($)
Line of Credit Facility [Line Items]          
Number of interest rate swaps entered into during period | interestRateSwap       4  
Revolving Credit Facility | 2022 Credit Agreement          
Line of Credit Facility [Line Items]          
Interest rate swap facility, amount       $ 130,000,000  
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt          
Line of Credit Facility [Line Items]          
Maximum borrowing capacity $ 1,075,000,000.000   $ 463,900,000    
Total borrowings outstanding     648,800,000   $ 693,800,000
Line of credit borrowings outstanding     560,000,000    
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | Minimum          
Line of Credit Facility [Line Items]          
Unused commitment fee (as a percent) 0.125%        
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | Maximum          
Line of Credit Facility [Line Items]          
Unused commitment fee (as a percent) 0.25%        
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | Federal Funds Rate          
Line of Credit Facility [Line Items]          
Debt instrument, basis spread on variable rate 0.50%        
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | One-month Term SOFR          
Line of Credit Facility [Line Items]          
Debt instrument, basis spread on variable rate 1.10%        
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | One-month Term SOFR | Minimum          
Line of Credit Facility [Line Items]          
Debt instrument, basis spread on variable rate 0.125%        
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | One-month Term SOFR | Maximum          
Line of Credit Facility [Line Items]          
Debt instrument, basis spread on variable rate 0.75%        
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | SOFR          
Line of Credit Facility [Line Items]          
Debt instrument, basis spread on variable rate 0.10%        
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | SOFR | Minimum          
Line of Credit Facility [Line Items]          
Debt instrument, basis spread on variable rate 1.125%        
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | SOFR | Maximum          
Line of Credit Facility [Line Items]          
Debt instrument, basis spread on variable rate 1.75%        
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | Base Rate | Minimum          
Line of Credit Facility [Line Items]          
Debt instrument, basis spread on variable rate 0.125%        
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt | Base Rate | Maximum          
Line of Credit Facility [Line Items]          
Debt instrument, basis spread on variable rate 0.75%        
Revolving Credit Facility | Variable Rate Revolving Credit Facility | Unsecured Debt          
Line of Credit Facility [Line Items]          
Line of credit borrowings outstanding     $ 280,000,000    
Line of credit facility, interest rate (as a percent)     6.73%    
Revolving Credit Facility | Line Of Credit Facility, Interest Rate Swap, Mature Date At July Two Thousand Twenty Five | Unsecured Debt          
Line of Credit Facility [Line Items]          
Interest rate swap facility, amount     $ 40,000,000    
Interest rate swap facility, fixed interest (as a percent)     6.20%    
Revolving Credit Facility | Line Of Credit Facility, Interest Rate Swap, Mature Date At July Two Thousand Twenty Six | Unsecured Debt          
Line of Credit Facility [Line Items]          
Interest rate swap facility, amount     $ 90,000,000    
Interest rate swap facility, fixed interest (as a percent)     5.87%    
Revolving Credit Facility | 2022 Credit Agreement, Interest Rate Swap, Mature Date at May 2024 | Unsecured Debt          
Line of Credit Facility [Line Items]          
Interest rate swap facility, amount     $ 150,000,000    
Interest rate swap facility, fixed interest (as a percent) | Rate     2.88%    
Letter of Credit | 2022 Credit Agreement | Unsecured Debt          
Line of Credit Facility [Line Items]          
Maximum borrowing capacity $ 100,000,000        
Standby Letters of Credit | 2022 Credit Agreement | Unsecured Debt          
Line of Credit Facility [Line Items]          
Letters of credit outstanding, amount     $ 51,100,000    
Standby Letters of Credit | 2022 Credit Agreement | Unsecured Debt | Minimum          
Line of Credit Facility [Line Items]          
Commission (as a percent) 1.125%        
Standby Letters of Credit | 2022 Credit Agreement | Unsecured Debt | Maximum          
Line of Credit Facility [Line Items]          
Commission (as a percent) 1.75%        
Line of Credit | BMO Term Loan | Unsecured Debt          
Line of Credit Facility [Line Items]          
Term loan     $ 88,800,000   $ 93,800,000
Fixed rate term loan face amount   $ 100,000,000      
Periodic payment, principal   $ 1,250,000      
Fixed rate term loan interest rate (as a percent) | Rate     1.28%    
v3.24.0.1
DEBT AND CREDIT FACILITIES - Schedule of Maturities of Long-term Debt (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Debt Disclosure [Abstract]  
2024 $ 88,750
2025 0
2026 0
2027 560,000
Total $ 648,750
v3.24.0.1
NOTES RECEIVABLE - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 24, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Receivables        
Purchase of promissory note   $ 25,000 $ 0 $ 0
Subordinated Debt        
Receivables        
Purchase of promissory note $ 25,000      
Interest accrued (as a percent) 7.50%      
v3.24.0.1
NOTES RECEIVABLE - Schedule of Notes Receivable (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Notes receivable $ 39,095 $ 16,208
Less current portion 2,208 2,691
Notes receivable – non-current 36,887 13,517
Independent Contractor    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Notes receivable 6,864 8,287
MLSI subordinated promissory note    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Notes receivable 25,000 0
Other    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Notes receivable $ 7,231 $ 7,921
v3.24.0.1
NOTES RECEIVABLE - Schedule of Student Notes Receivable (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Student notes receivable $ 39,095 $ 16,208
Student Loan    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Student notes receivable 64,956 63,351
Allowance for doubtful student notes receivable (22,702) (23,491)
Total student notes receivable, net of allowance 42,254 39,860
Less current portion, net of allowance 13,705 12,574
Student notes receivable – non-current $ 28,549 $ 27,286
v3.24.0.1
INCOME TAXES - Schedule of Income Tax Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Current:      
Federal $ 17,624 $ 23,741 $ 42,049
State 7,661 12,423 12,787
Foreign 2,053 489 213
Current income tax expense (benefit), total 27,338 36,653 55,049
Deferred:      
Federal 10,019 38,521 27,593
State (1,866) 4,032 1,895
Deferred income tax expense (benefit), total 8,153 42,553 29,488
Total income tax expense $ 35,491 $ 79,206 $ 84,537
v3.24.0.1
INCOME TAXES - Schedule of Effective Income Tax Reconciliation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
Tax at statutory rate $ 31,034 $ 68,205 $ 72,663
State income taxes, net of federal tax benefits 4,578 12,999 11,599
Other, net (121) (1,998) 275
Total income tax expense $ 35,491 $ 79,206 $ 84,537
v3.24.0.1
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Deferred income tax assets:    
Insurance and claims accruals $ 57,168 $ 59,275
Compensation-related accruals 9,931 10,767
Allowance for uncollectible accounts 2,797 3,218
Operating lease liabilities 8,733 10,324
Other 2,235 981
Gross deferred income tax assets 80,864 84,565
Deferred income tax liabilities:    
Property and equipment 351,352 344,896
Investments in equity securities 12,240 12,818
Prepaid expenses 7,118 7,526
Operating lease right-of-use assets 8,327 10,056
Investment in partnership 18,790 19,745
Other 3,217 2,802
Gross deferred income tax liabilities 401,044 397,843
Net deferred income tax liability $ 320,180 $ 313,278
v3.24.0.1
INCOME TAXES - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
Unrecognized tax benefits $ 201 $ 54 $ 49
Accrued interest expense 70 42 10
Unrecognized tax benefits that would impact our effective tax rate 1,700 2,000 $ 1,900
Interest reflected as component of total liability 500 $ 500  
Significant increases or decreases for uncertain tax positions $ 0    
v3.24.0.1
INCOME TAXES - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Unrecognized tax benefits, beginning balance $ 2,495 $ 2,425 $ 2,363
Gross increases – tax positions in prior period 161 99 65
Gross increases – current period tax positions 120 320 320
Settlements (531) (349) (323)
Unrecognized tax benefits, ending balance $ 2,245 $ 2,495 $ 2,425
v3.24.0.1
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS - Narrative (Details)
 12 Months Ended
Dec. 31, 2023
USD ($)
installment
participant
$ / shares
shares
Dec. 31, 2022
USD ($)
installment
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Equity Compensation [Abstract]      
Maximum shares of common stock (in shares) | shares 4,000,000    
Shares available for granting additional awards (in shares) | shares 3,791,411    
Unrecognized compensation cost of non-vested equity compensation awards $ 10,200,000    
Unrecognized compensation cost of non-vested equity compensation awards expected to be recognized over a weighted average period (in years) 2 years 4 months 24 days    
Maximum annual stock purchase plan contributions by plan participants $ 20,000    
Percentage of company matching contribution to employee stock purchase plan (as a percent) 15.00%    
Percentage of interest accrues on purchase plan contributions (as a percent) 5.25%    
Number of participants in executive nonqualified excess plan | participant 49    
Restricted Awards      
Equity Compensation [Abstract]      
Weighted average grant date fair value (in dollars per share) | $ / shares $ 44.17 $ 42.27 $ 42.69
Fair value of awards vested $ 10,400,000 $ 7,300,000 $ 6,800,000
Restricted Awards | Minimum      
Equity Compensation [Abstract]      
Vesting period (in months) 12 months    
Restricted Awards | Maximum      
Equity Compensation [Abstract]      
Vesting period (in months) 60 months    
Performance Shares      
Equity Compensation [Abstract]      
Weighted average grant date fair value (in dollars per share) | $ / shares $ 45.07 $ 39.28 $ 38.48
Vesting period (in months) 36 months    
Number of vesting installments | installment 1 1  
Fair value of awards vested $ 5,900,000 $ 3,000,000 $ 4,100,000
2023 Peformance Shares      
Equity Compensation [Abstract]      
Percentage change 25.00%    
2023 Peformance Shares | Minimum      
Equity Compensation [Abstract]      
Performance period 2 years    
2023 Peformance Shares | Maximum      
Equity Compensation [Abstract]      
Performance period 3 years    
2022 Performance Shares | Minimum      
Equity Compensation [Abstract]      
Performance period 2 years    
2022 Performance Shares | Maximum      
Equity Compensation [Abstract]      
Performance period 3 years    
v3.24.0.1
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS - Schedule of Equity Compensation Expense and Related Income Tax Benefit Recognized (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Restricted Awards      
Equity Compensation [Abstract]      
Pre-tax compensation expense $ 10,229 $ 7,803 $ 6,349
Tax benefit 2,634 1,954 1,587
Restricted stock and performance award expense, net of tax 7,595 5,849 4,762
Performance awards      
Equity Compensation [Abstract]      
Pre-tax compensation expense 1,723 4,690 4,452
Tax benefit 444 1,174 1,113
Restricted stock and performance award expense, net of tax $ 1,279 $ 3,516 $ 3,339
v3.24.0.1
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS - Schedule of Equity Compensation Stock Activity (Details) - $ / shares
shares in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Restricted Awards      
Number of Restricted Awards      
Nonvested at beginning of period (in shares) 492    
Granted (in shares) 204    
Vested (in shares) (233)    
Forfeited (in shares) (19)    
Nonvested at end of period (in shares) 444 492  
Weighted- Average Grant Date Fair Value      
Nonvested at beginning of period (in dollars per share) $ 41.42    
Granted (in dollars per share) 44.17 $ 42.27 $ 42.69
Vested (in dollars per share) 40.44    
Forfeited (in dollars per share) 42.44    
Nonvested at end of period (in dollars per share) $ 43.15 $ 41.42  
Performance Shares      
Number of Restricted Awards      
Nonvested at beginning of period (in shares) 289    
Granted (in shares) 121    
Vested (in shares) (126)    
Forfeited (in shares) (4)    
Nonvested at end of period (in shares) 280 289  
Weighted- Average Grant Date Fair Value      
Nonvested at beginning of period (in dollars per share) $ 37.21    
Granted (in dollars per share) 45.07 $ 39.28 $ 38.48
Vested (in dollars per share) 32.93    
Forfeited (in dollars per share) 38.34    
Nonvested at end of period (in dollars per share) $ 42.15 $ 37.21  
v3.24.0.1
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS - Schedule of Contributions for Employee Stock Purchase Plan (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]      
Contributions for employee stock purchase plan $ 349 $ 309 $ 297
v3.24.0.1
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS - Schedule of Contributions and Administrative Expenses Under 401(k) Retirement Savings Plan (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]      
401(k) Plan contributions and administrative expenses $ 6,351 $ 5,921 $ 4,904
v3.24.0.1
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS - Schedule of Accumulated Benefit Obligation and Aggregate Market Value of Life Insurance Policies (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]    
Accumulated benefit obligation $ 13,843 $ 10,883
Aggregate market value $ 10,635 $ 8,509
v3.24.0.1
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)
$ in Millions
 1 Months Ended
Jul. 30, 2018
May 31, 2017
Dec. 31, 2023
Dec. 31, 2022
Loss Contingencies [Line Items]        
Commitment for property and equipment purchases     $ 107.9  
Loss contingency, damages awarded, value   $ 0.8    
Loss contingency, damages awarded, attorney fees and costs   $ 0.5    
May 17, 2018 Verdict        
Loss Contingencies [Line Items]        
Loss contingency, damages awarded, value $ 92.0      
Self insurance retained liability $ 10.0      
Loss contingency, estimate of possible loss     39.8 $ 34.1
Loss contingency, receivable, noncurrent     $ 79.2 $ 79.2
v3.24.0.1
SEGMENT INFORMATION - Narratives (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2023
reporting_unit
segment
Dec. 31, 2022
Dec. 31, 2021
Feb. 26, 2021
USD ($)
Segment Reporting Information [Line Items]        
Number of reportable segments 2      
Gain realized on transaction closure | $       $ 1.0
Truckload Transportation Services        
Segment Reporting Information [Line Items]        
Number of operating units 2      
Werner Logistics        
Segment Reporting Information [Line Items]        
Number of operating units | reporting_unit 3      
Dollar General | Revenue Benchmark | Customer Concentration Risk        
Segment Reporting Information [Line Items]        
Concentration risk (as a percent) 10.00% 14.00% 14.00%  
v3.24.0.1
SEGMENT INFORMATION - Schedule of Segment Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segment Reporting Information [Line Items]      
Revenues by Segment $ 3,283,499 $ 3,289,978 $ 2,734,372
Operating Income (Loss) by Segment 176,416 323,076 309,146
Depreciation and Amortization by Segment 299,509 279,923 267,700
Subtotal      
Segment Reporting Information [Line Items]      
Revenues by Segment 3,301,189 3,295,196 2,735,271
Corporate      
Segment Reporting Information [Line Items]      
Revenues by Segment 1,883 1,833 1,629
Operating Income (Loss) by Segment (8,862) (5,059) (5,497)
Depreciation and Amortization by Segment 1,328 1,908 2,912
Inter-segment eliminations      
Segment Reporting Information [Line Items]      
Revenues by Segment (17,690) (5,218) (899)
Truckload Transportation Services | Operating Segments      
Segment Reporting Information [Line Items]      
Revenues by Segment 2,310,810 2,428,686 2,045,073
Operating Income (Loss) by Segment 169,330 294,555 281,823
Depreciation and Amortization by Segment 271,245 256,768 245,169
Werner Logistics | Operating Segments      
Segment Reporting Information [Line Items]      
Revenues by Segment 910,433 793,492 622,461
Operating Income (Loss) by Segment 15,879 36,184 27,873
Depreciation and Amortization by Segment 15,395 9,989 8,833
Other | Corporate      
Segment Reporting Information [Line Items]      
Revenues by Segment 78,063 71,185 66,108
Operating Income (Loss) by Segment 69 (2,604) 4,947
Depreciation and Amortization by Segment $ 11,541 $ 11,258 $ 10,786
v3.24.0.1
SEGMENT INFORMATION - Schedule of Revenue and Long-Lived Assets, by Geographical Areas (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segment Reporting Information [Line Items]      
Revenues $ 3,283,499 $ 3,289,978 $ 2,734,372
Long-lived Assets 1,972,956 1,825,276 1,613,243
United States      
Segment Reporting Information [Line Items]      
Revenues 3,089,205 3,051,788 2,532,720
Long-lived Assets 1,948,039 1,795,337 1,583,766
Mexico      
Segment Reporting Information [Line Items]      
Revenues 159,170 191,126 156,405
Long-lived Assets 24,818 29,819 29,421
Other      
Segment Reporting Information [Line Items]      
Revenues 35,124 47,064 45,247
Long-lived Assets 99 120 56
Total foreign countries      
Segment Reporting Information [Line Items]      
Revenues 194,294 238,190 201,652
Long-lived Assets $ 24,917 $ 29,939 $ 29,477
v3.24.0.1
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Allowance for doubtful accounts      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period $ 10,271 $ 9,169 $ 8,686
Charged to Costs and Expenses 516 1,956 845
Write-offs (Recoveries) of Doubtful Accounts 1,450 854 362
Balance at End of Period 9,337 10,271 9,169
Allowance for doubtful student notes      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period 23,491 22,911 19,448
Charged to Costs and Expenses 22,318 20,301 18,659
Write-offs (Recoveries) of Doubtful Accounts 23,107 19,721 15,196
Balance at End of Period $ 22,702 $ 23,491 $ 22,911