WERNER ENTERPRISES INC, 10-K filed on 2/26/2025
Annual Report
v3.25.0.1
Cover - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Feb. 07, 2025
Jun. 28, 2024
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2024    
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     $ 2,188
Entity Common Stock, Shares Outstanding   61,872,209  
Documents Incorporated by Reference Portions of the Proxy Statement of Registrant for the Annual Meeting of Stockholders to be held May 13, 2025, are incorporated in Part III of this report.    
Amendment Flag false    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Entity Central Index Key 0000793074    
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Audit Information
 12 Months Ended
Dec. 31, 2024
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, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]      
Operating revenues $ 3,030,258 $ 3,283,499 $ 3,289,978
Operating expenses:      
Salaries, wages and benefits 1,034,877 1,072,558 1,020,609
Fuel 275,413 345,001 437,299
Supplies and maintenance 246,061 256,494 253,096
Taxes and licenses 97,230 102,684 97,929
Insurance and claims 145,398 138,516 147,365
Depreciation and amortization 290,405 299,509 279,923
Rent and purchased transportation 844,870 886,284 777,464
Communications and utilities 17,195 18,480 15,856
Other 12,661 (12,443) (62,639)
Total operating expenses 2,964,110 3,107,083 2,966,902
Operating income 66,148 176,416 323,076
Other expense (income):      
Interest expense 39,212 33,535 11,828
Interest income (6,898) (6,701) (1,731)
Loss (gain) on investments in equity securities, net (7,930) 278 (12,195)
Loss (earnings) from equity method investment (556) 1,046 0
Other (162) 477 388
Total other expense (income) 23,666 28,635 (1,710)
Income before income taxes 42,482 147,781 324,786
Income tax expense 8,912 35,491 79,206
Net income 33,570 112,290 245,580
Net loss (income) attributable to noncontrolling interest 663 92 (4,324)
Net income attributable to Werner $ 34,233 $ 112,382 $ 241,256
Earnings per share:      
Basic (in dollars per share) $ 0.55 $ 1.77 $ 3.76
Diluted (in dollars per share) $ 0.55 $ 1.76 $ 3.74
Weighted-average common shares outstanding:      
Basic (in shares) 62,450 63,374 64,125
Diluted (in shares) 62,662 63,718 64,579
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Statement of Comprehensive Income [Abstract]      
Net income $ 33,570 $ 112,290 $ 245,580
Other comprehensive income (loss):      
Foreign currency translation adjustments (7,367) 6,120 2,426
Change in fair value of interest rate swaps, net of tax (1,386) (4,512) 6,886
Other comprehensive income (loss) (8,753) 1,608 9,312
Comprehensive income 24,817 113,898 254,892
Comprehensive loss (income) attributable to noncontrolling interest 663 92 (4,324)
Comprehensive income attributable to Werner $ 25,480 $ 113,990 $ 250,568
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CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 40,752 $ 61,723
Accounts receivable, trade, less allowance of $7,169 and $9,337, respectively 391,684 444,944
Other receivables 26,137 25,479
Inventories and supplies 14,183 18,077
Prepaid expenses 53,690 54,333
Other current assets 15,327 30,072
Total current assets 541,773 634,628
Property and equipment, at cost:    
Land 128,678 115,989
Buildings and improvements 338,174 320,976
Revenue equipment 2,235,126 2,290,376
Service equipment and other 239,517 224,313
Total property and equipment 2,941,495 2,951,654
Less – accumulated depreciation 1,007,259 978,698
Property and equipment, net 1,934,236 1,972,956
Goodwill 129,104 129,104
Intangible assets, net 76,407 86,477
Other non-current assets 370,717 334,771
Total assets 3,052,237 3,157,936
Current liabilities:    
Accounts payable 112,429 135,990
Current portion of long-term debt 20,000 2,500
Insurance and claims accruals 93,710 81,794
Accrued payroll 54,560 50,549
Accrued expenses 18,745 30,282
Other current liabilities 56,305 29,470
Total current liabilities 355,749 330,585
Long-term debt, net of current portion 630,000 646,250
Other long-term liabilities 66,173 54,275
Insurance and claims accruals, net of current portion 236,923 239,700
Deferred income taxes 269,516 320,180
Total liabilities 1,558,361 1,590,990
Commitments and contingencies
Temporary equity - redeemable noncontrolling interest 37,944 38,607
Stockholders’ equity:    
Common stock, $0.01 par value, 200,000,000 shares authorized; 80,533,536 shares issued; 61,850,434 and 63,444,681 shares outstanding, respectively 805 805
Paid-in capital 137,889 134,894
Retained earnings 1,952,775 1,953,385
Accumulated other comprehensive loss (18,437) (9,684)
Treasury stock, at cost; 18,683,102 and 17,088,855 shares, respectively (617,100) (551,061)
Total stockholders’ equity 1,455,932 1,528,339
Total liabilities, temporary equity and stockholders’ equity $ 3,052,237 $ 3,157,936
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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Current assets:    
Allowance for doubtful trade accounts receivable $ 7,169 $ 9,337
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) 61,850,434 63,444,681
Treasury stock, shares (in shares) 18,683,102 17,088,855
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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Cash flows from operating activities:      
Net income $ 33,570 $ 112,290 $ 245,580
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 290,405 299,509 279,923
Deferred income taxes (50,200) 8,153 42,553
Gain on disposal of property and equipment (15,331) (42,440) (88,564)
Non-cash equity compensation 8,856 11,943 12,486
Insurance and claims accruals, net of current portion (2,777) (5,246) 7,726
Loss (gain) on investments in equity securities, net (7,930) 278 (12,195)
Loss (earnings) from equity method investment (556) 1,046 0
Other (9,298) (7,612) (13,295)
Changes in certain working capital items:      
Accounts receivable, net 53,260 73,921 3,174
Other current assets 16,703 10,266 (18,333)
Accounts payable (10,391) 3,288 (3,665)
Other current liabilities 23,423 8,970 (6,679)
Net cash provided by operating activities 329,734 474,366 448,711
Cash flows from investing activities:      
Additions to property and equipment (413,799) (598,785) (507,252)
Proceeds from sales of property and equipment 178,912 190,087 189,673
Net cash invested in acquisitions 0 (188) (184,118)
Investment in equity securities, net (6,042) (2,931) (20,250)
Payments to acquire equity method investment (3,820) (3,385) 0
Purchase of promissory note 0 (25,000) 0
Decrease in notes receivable 3,301 5,258 7,614
Net cash used in investing activities (241,448) (434,944) (514,333)
Cash flows from financing activities:      
Repayments of short-term debt (92,500) (50,000) (3,750)
Proceeds from issuance of short-term debt 110,000 45,000 0
Repayments of long-term debt (221,250) (90,000) (100,000)
Proceeds from issuance of long-term debt 205,000 50,000 370,000
Dividends on common stock (35,066) (34,208) (32,162)
Repurchases of common stock (67,069) 0 (110,400)
Tax withholding related to net share settlements of restricted stock awards (4,831) (6,359) (4,082)
Distribution to noncontrolling interest 0 0 (1,572)
Other 0 (1,500) 0
Net cash provided by (used in) financing activities (105,716) (87,067) 118,034
Effect of exchange rate fluctuations on cash (3,541) 2,128 632
Net increase (decrease) in cash and cash equivalents (20,971) (45,517) 53,044
Cash and cash equivalents, beginning of period 61,723 107,240 54,196
Cash and cash equivalents, end of period 40,752 61,723 107,240
Supplemental disclosures of cash flow information:      
Interest paid 40,156 27,212 11,186
Income taxes paid 25,831 17,892 40,313
Supplemental schedule of non-cash investing and financing activities:      
Notes receivable issued upon sale of property and equipment 2,577 3,145 5,577
Change in fair value of interest rate swaps (1,386) (4,512) 6,886
Property and equipment acquired included in accounts payable 1,069 14,239 5,937
Property and equipment disposed included in other receivables 0 0 110
Dividends accrued but not yet paid at end of period 8,659 8,882 8,220
Contingent consideration associated with acquisition $ 0 $ (800) $ 13,400
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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, 2021 $ 1,327,550 $ 805 $ 121,904 $ 1,667,104 $ (20,604) $ (441,659)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income attributable to Werner 241,256     241,256    
Other comprehensive income (loss) 9,312       9,312  
Repurchases 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)
Beginning balance at Dec. 31, 2021 35,947          
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 (loss) 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          
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income attributable to Werner 34,233     34,233    
Other comprehensive income (loss) (8,753)       (8,753)  
Repurchases of common stock (67,069)         (67,069)
Dividends on common stock (34,843)     (34,843)    
Equity compensation activity (4,831)   (5,861)     1,030
Non-cash equity compensation expense 8,856   8,856      
Ending balance at Dec. 31, 2024 1,455,932 $ 805 $ 137,889 $ 1,952,775 $ (18,437) $ (617,100)
Increase (Decrease) in Temporary Equity [Roll Forward]            
Net income (loss) attributable to noncontrolling interest (663)          
Ending balance at Dec. 31, 2024 $ 37,944          
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST (Parenthetical) - $ / shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Statement of Stockholders' Equity [Abstract]      
Repurchase of common stock (in shares) 1,787,810   2,710,304
Dividends on common stock (in dollars per share) $ 0.56 $ 0.55 $ 0.51
Equity compensation activity (in shares) 193,563 221,678 143,195
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2024
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% of our revenues for the years ended December 31, 2024 and 2023, and 46% of our revenues for the year ended December 31, 2022. Our largest customer, Dollar General, accounted for 11%, 10%, and 14% of our total revenues in 2024, 2023, and 2022, respectively. Revenues generated by Dollar General are reported in both of our reportable operating segments. Dollar General accounted for 10% of our accounts receivable, trade balance as of December 31, 2024 and 2023.
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. Actual results could differ from those estimates.
Reclassification: The balance sheet caption formerly known as “prepaid taxes, licenses and permits” has been renamed “prepaid expenses.” In addition, $37.8 million of other prepaid expenses have been reclassified from other current assets to prepaid expenses on the consolidated balance sheet as of December 31, 2023. This reclassification was made to conform to the current financial statement presentation.
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 $280.3 million, $289.2 million, and $273.8 million for the years ended December 31, 2024, 2023, and 2022 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, 2024, 2023, and 2022.
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, 2024, and are responsible for the first $15.0 million per claim on all claims with an annual $7.5 million aggregate for claims between $15.0 million and $20.0 million. For the policy year that began August 1, 2023, we were 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. We maintain liability insurance coverage with insurance carriers in excess of the $15.0 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. We also maintain a $25.1 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 $4.3 million in letters of credit and $46.9 million in additional bonds as of December 31, 2024.
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,
202420232022
Net income attributable to Werner$34,233 $112,382 $241,256 
Weighted average common shares outstanding62,450 63,374 64,125 
Dilutive effect of stock-based awards212 344 454 
Shares used in computing diluted earnings per share62,662 63,718 64,579 
Basic earnings per share$0.55 $1.77 $3.76 
Diluted earnings per share$0.55 $1.76 $3.74 
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, 2024, 2023, and 2022, 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, 2024 and 2023, consisted of foreign currency translation adjustment losses of $17.4 million and $10.0 million, respectively, and losses of $1.0 million and gains of $0.3 million related to changes in fair value of interest rate swaps, net of tax, respectively.
New Accounting Pronouncements Adopted: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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. On December 31, 2024, we adopted ASU 2023-07 using a retrospective approach. Adoption of the standard enhanced our reportable segment disclosures, see Note 13 – Segment Information, but did not impact our results of operations, cash flows, and financial condition.
Recently Issued Accounting Pronouncements, Not Yet Effective: In December 2023, FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, with the objective of enhancing the transparency and decision usefulness of income tax information through income tax disclosure improvements, primarily related to the rate reconciliation and income taxes paid information. The provisions of this update are effective for annual periods beginning after December 15, 2024, using a prospective approach. Retrospective application is permitted. We are evaluating the impact of adopting ASU 2023-09, and we expect this ASU to impact our disclosures but not our results of operations, cash flows, and financial condition.
In November 2024, the FASB issued ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public business entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The provisions of this update are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, using either a prospective or retrospective approach. We are evaluating the impact of adopting ASU 2024-03, and we expect this ASU to impact our disclosures but not our results of operations, cash flows, and financial condition.
v3.25.0.1
BUSINESS ACQUISITIONS
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
BUSINESS ACQUISITIONS BUSINESS ACQUISITIONS
2022 Business Acquisitions
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.
v3.25.0.1
REVENUE
 12 Months Ended
Dec. 31, 2024
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,
 202420232022
Truckload Transportation Services$2,138,293 $2,310,810 $2,428,686 
Werner Logistics831,337 910,433 793,492 
Inter-segment eliminations(14,429)(17,690)(5,218)
   Transportation services2,955,201 3,203,553 3,216,960 
Other revenues75,057 79,946 73,018 
Total revenues$3,030,258 $3,283,499 $3,289,978 
The following table presents our revenues disaggregated by geographic areas in which we conduct business (in thousands):
 Years Ended December 31,
 202420232022
United States$2,854,184 $3,089,205 $3,051,788 
Mexico147,761 159,170 191,126 
Other28,313 35,124 47,064 
Total revenues$3,030,258 $3,283,499 $3,289,978 
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 2024, 2023 and 2022. 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, 2024 and 2023, the accounts receivable, trade, net, balance was $391.7 million and $444.9 million, respectively. Contract assets represent a conditional right to consideration in exchange for goods or services and are transferred to receivables when the rights become unconditional. At December 31, 2024 and 2023, the balance of contract assets was $6.3 million and $7.4 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, 2024 and 2023, the balance of contract liabilities was $1.4 million and $0.9 million, respectively. The amount of revenues recognized in 2024 that was included in the December 31, 2023 contract liability balance was $0.9 million. We have recognized contract liabilities within the accounts payable and other current liabilities financial statement captions on the consolidated 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 2024, 2023, and 2022, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material.
v3.25.0.1
GOODWILL AND INTANGIBLE ASSETS
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS GOODWILL AND INTANGIBLE ASSETS
The following table presents goodwill by segment (in thousands):
TTSWerner LogisticsTotal
Balance as of December 31, 2022$53,897 $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 
Balance as of December 31, 2024$46,056 $83,048 $129,104 
(1) The purchase accounting adjustments consist of post-closing adjustments related to net assets assumed in the acquisition of ReedTMS.
The following table presents acquired intangible assets (in thousands):
December 31,
20242023
Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
Customer relationships$80,200 $(22,009)$58,191 $80,200 $(13,989)$66,211 
Trade names24,600 (6,384)18,216 24,600 (4,334)20,266 
Total intangible assets$104,800 $(28,393)$76,407 $104,800 $(18,323)$86,477 
Amortization expense on intangible assets was $10.1 million, $10.3 million, and $6.1 million for the years ended December 31, 2024, 2023, and 2022, respectively, and is reported in depreciation and amortization on the consolidated statements of income.
As of December 31, 2024, the estimated future amortization expense for intangible assets by year is as follows (in thousands):
2025$10,070 
202610,070 
202710,070 
202810,070 
202910,070 
Thereafter (to 2034)26,057 
Total$76,407 
v3.25.0.1
LEASES
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
LEASES LEASES
We have entered into operating leases primarily for real estate. The leases have terms which range from 2 years to 18 years, and some include options to renew. Renewal terms are included in the lease term when it is reasonably certain that we will exercise the option to renew.
Operating leases are included in other non-current assets, other current liabilities and other long-term liabilities on the consolidated 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,
20242023
Right-of-use assets (recorded in other non-current assets)$49,599 $34,814 

Current lease liabilities (recorded in other current liabilities)		$15,352 $9,017 
Long-term lease liabilities (recorded in other long-term liabilities)36,406 27,495 
Total operating lease liabilities$51,758 $36,512 
Weighted-average remaining lease term for operating leases4.75 years6.15 years
Weighted-average discount rate for operating leases5.0 %3.6 %
The following table presents the maturities of operating lease liabilities as of December 31, 2024 (in thousands):

2025$17,441 
202615,734 
20277,990 
20286,577 
20293,807 
Thereafter5,748 
Total undiscounted operating lease payments$57,297 
Less: Imputed interest(5,539)
Present value of operating lease liabilities$51,758 
Cash Flows
During the years ended December 31, 2024, 2023, and 2022, right-of-use assets of $26.1 million, $4.7 million, and $14.7 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 as a result of our business acquisitions during the year ended December 31, 2022. Cash paid for amounts included in the present value of operating lease liabilities was $12.1 million, $11.1 million, and $8.5 million during the years ended December 31, 2024, 2023, and 2022, respectively, and are included in operating cash flows.
Operating Lease Expense
Operating lease expense was $19.3 million, $22.5 million, and $22.1 million during the years ended December 31, 2024, 2023, and 2022, respectively. This expense included $12.5 million, $11.5 million, and $9.4 million for long-term operating leases for the years ended December 31, 2024, 2023, and 2022, respectively, with the remainder for variable and short-term lease expense.
Lessor Operating Leases
We are the lessor of tractors and trailers (revenue equipment) under operating leases with initial terms of 1 year to 10 years. At times, we also lease or sublease real estate to third parties. We recognize revenue for such leases on a straight-line basis over the term of the lease. Revenues for the years ended December 31, 2024, 2023, and 2022 were $9.6 million, $10.9 million, and
$10.7 million, respectively. The following table presents information about the maturities of these operating leases as of December 31, 2024 (in thousands):
2025$7,207 
2026600 
202771 
2028— 
2029— 
Thereafter— 
Total$7,878 
The owned assets underlying our leases as lessor primarily consist of revenue equipment. As of December 31, 2024 and 2023, the gross carrying value of such revenue equipment underlying these leases was $61.8 million and $62.2 million, respectively, and accumulated depreciation was $26.7 million and $29.7 million, respectively. Depreciation expense for these assets was $7.4 million, $8.2 million, and $7.8 million during the years ended December 31, 2024, 2023, and 2022, respectively.
v3.25.0.1
FAIR VALUE
 12 Months Ended
Dec. 31, 2024
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 Hierarchy20242023
Assets:
Other current assets:
Pay-fixed interest rate swaps (1)
2$— $2,261 
Other non-current assets:
Pay-fixed interest rate swaps (1)
21,162 — 
Equity securities (2)
1141 310 
Total other non-current assets1,303 310 
Total assets at fair value$1,303 $2,571 
Liabilities:
Other current liabilities:
Pay-fixed interest rate swaps (1)
2$134 $— 
Other long-term liabilities:
Pay-fixed interest rate swaps (1)
22,420 1,792 
Contingent consideration associated with acquisitions39,315 8,896 
Total other long-term liabilities11,735 10,688 
Total liabilities at fair value$11,869 $10,688 
(1) Pay-fixed interest rate swaps are measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. See Note 8 – Debt and Credit Facilities for further information on our interest rate swaps.
(2) Represents our investment in an autonomous technology company. For additional information regarding the valuation of this equity security, see Note 7 – Investments.
The following table presents changes in the fair value of our contingent earnout liabilities for the years ended December 31, 2024 and 2023 (in thousands):
Balance as of December 31, 2022$13,400 
Measurement period adjustment associated with the acquisition of ReedTMS (1)
(800)
Payment for contingent consideration (2)
(1,500)
Change in fair value (3)
(2,204)
Balance as of December 31, 20238,896 
Change in fair value 419 
Balance as of December 31, 2024$9,315 
(1) The measurement period adjustment was recorded in goodwill on the consolidated balance sheet.
(2) 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.
(3) 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. (the “Autotech Fund”) is accounted for under ASC 323, “Investments - Equity Method and Joint Ventures.” For additional information regarding the valuation of these investments, see Note 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 as of December 31, 2023. We had no fixed-rate debt outstanding as of December 31, 2024. The estimated fair value of our fixed-rate debt using the income approach, based on its net present value, discounted at our current borrowing rate, was $86.7 million as of December 31, 2023 (categorized as Level 2 of the fair value hierarchy). The carrying amount of our variable-rate long-term debt approximates fair value due to the duration of our credit arrangement and the variable interest rate.
v3.25.0.1
INVESTMENTS
 12 Months Ended
Dec. 31, 2024
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 consist of our investment in MLSI, a transportation management systems company. MLSI has developed a cloud-based transportation management system using its SaaS technology, and we have obtained a license. Our investments are being accounted for under ASC 321 using the measurement alternative, and are recorded in other noncurrent assets on the consolidated balance sheets. We record changes in the values of our investments based on events that occur that would indicate the values have changed, in loss (gain) on investments in equity securities on the consolidated statements of income. As of December 31, 2024 and 2023, the value of our investment in MLSI was $103.9 million and $89.8 million, respectively, and the value of our other equity investments without readily determinable fair values was $358 thousand and $316 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,
202420232022
Investment in equity securities$6,042 $3,066 $20,250 
Upward adjustments (1)
$8,099 $— $28,638 
(1) During 2024 and 2022, 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, 2024, cumulative upward adjustments on our equity securities without readily determinable fair values totaled $64.9 million.
Equity Investments with Readily Determinable Fair Values
We own a strategic minority equity investment in an autonomous technology company, which is being accounted for under ASC 321 and is recorded in other noncurrent assets on the consolidated balance sheets. As of December 31, 2024 and 2023, the value of this investment was $0.1 million and $0.3 million, respectively. For additional information regarding the fair value of this equity investment, see Note 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,
202420232022
Loss on investments in equity securities, net$169 $278 $16,443 
Portion of net unrealized loss for the period related to equity securities still held at the reporting date$169 $270 $16,443 
Equity Method Investment
In January 2023, we committed to make a $20.0 million investment in the Autotech Fund pursuant to a limited partnership agreement. The Autotech Fund is managed by Autotech Ventures, a venture capital firm focused on ground transportation technology. Our interest, which represents an ownership percentage of less than 20%, is being accounted for under ASC 323, “Investments - Equity Method and Joint Ventures.” As a limited partner, we will make periodic capital contributions toward this total commitment amount. As of December 31, 2024 and 2023, the value of our investment in the Autotech Fund was $6.7 million and $2.3 million, respectively, and is recorded in other noncurrent assets on the consolidated balance sheets. The carrying amount of the Autotech Fund as of December 31, 2024 approximates its fair value as of September 30, 2024, as this is
the most recent information available to us at this time. The following table summarizes the activity related to our equity method investment during the periods presented (in thousands):
Years Ended December 31,
202420232022
Capital contributions$3,820 $3,385 N/A
Loss (earnings) from equity method investment$(556)$1,046 N/A
As of December 31, 2024, our cumulative capital contributions in the Autotech Fund were $7.2 million.
v3.25.0.1
DEBT AND CREDIT FACILITIES
 12 Months Ended
Dec. 31, 2024
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 credit facilities. 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 Secured Overnight Financing Rate (“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.
We have entered into variable-for-fixed interest rate swap agreements in order to limit our exposure to increases in interest rates on a portion of our variable-rate indebtedness. Under the terms of our interest rate swap agreements, we receive monthly variable-rate interest payments based on one-month Term SOFR and make monthly fixed-rate interest payments as specified in the interest rate swap agreements. We have designated our interest rate swap agreements as cash flow hedges. Changes in fair value of outstanding derivatives in cash flow hedges are recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income until earnings are impacted by the hedged transactions. For additional information regarding the valuation of our interest rate swaps, see Note 6 – Fair Value. Two variable-for-fixed interest rate swap agreements with an aggregate notional amount of $150.0 million matured in May 2024. In August 2024, we entered into a variable-for-fixed interest rate swap agreement with a notional amount of $75.0 million, maturing in 2028, and during the three months ended June 30, 2024, we entered into two variable-for-fixed interest rate swap agreements with an aggregate notional amount of $150.0 million, maturing in 2027.
On June 30, 2021, we entered into a $100.0 million unsecured 1.28% fixed-rate term loan commitment with BMO Harris, with quarterly principal payments of $1.25 million and a final payment of principal and interest due and payable on May 14, 2024 ("BMO Term Loan"). We repaid the remaining $86.3 million outstanding principal balance under the BMO Term Loan in May 2024 using proceeds from the 2022 Credit Agreement.
As of December 31, 2024 and 2023, our outstanding debt totaled $650.0 million and $648.8 million, respectively. As of December 31, 2024, our outstanding revolving credit loan balance under the 2022 Credit Agreement, consisted of:
•$295.0 million at a variable interest rate of 6.12%;
•$40.0 million which is effectively fixed at 6.45% with interest rate swap agreements through July 2025;
•$90.0 million which is effectively fixed at 6.12% with interest rate swap agreements through July 2026;
•$75.0 million which is effectively fixed at 6.23% with an interest rate swap agreement through April 2027;
•$75.0 million which is effectively fixed at 6.09% with an interest rate swap agreement through May 2027; and
•$75.0 million which is effectively fixed at 5.14% with an interest rate swap agreement through August 2028.

Our total available borrowing capacity under the 2022 Credit Agreement was $419.1 million as of December 31, 2024, after considering $5.9 million in stand-by letters of credit under which we are obligated.
Availability of such funds under the current debt agreement is conditional upon various customary terms and covenants. Such covenants include, among other things, two financial covenants requiring us (i) not to exceed a maximum ratio of net funded
debt to EBITDA and (ii) to exceed a minimum ratio of EBITDA to interest expense. As of December 31, 2024, we were in compliance with these covenants.
At December 31, 2024, the aggregate future maturities of long-term debt by year are as follows (in thousands):
2025$20,000 
2026— 
2027630,000 
Total$650,000 
v3.25.0.1
NOTES RECEIVABLE
 12 Months Ended
Dec. 31, 2024
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 and other notes receivable are included in other current assets and other non-current assets in the consolidated balance sheets. The MLSI subordinated promissory note is included in other non-current assets in the consolidated balance sheets. The following table presents our notes receivable (in thousands):
 December 31,
 20242023
Independent contractor notes receivable$5,812 $6,864 
MLSI subordinated promissory note25,000 25,000 
Other notes receivable7,559 7,231 
Notes receivable38,371 39,095 
Less current portion2,548 2,208 
Notes receivable – non-current$35,823 $36,887 
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,
20242023
Student notes receivable$68,546 $64,956 
Allowance for doubtful student notes receivable(21,662)(22,702)
Total student notes receivable, net of allowance46,884 42,254 
Less current portion, net of allowance13,206 13,705 
Student notes receivable – non-current$33,678 $28,549 
v3.25.0.1
INCOME TAXES
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
Income tax expense consisted of the following (in thousands):
 Years Ended December 31,
 202420232022
Current:
Federal$53,521 $17,624 $23,741 
State3,496 7,661 12,423 
Foreign2,095 2,053 489 
59,112 27,338 36,653 
Deferred:
Federal(47,094)10,019 38,521 
State(3,106)(1,866)4,032 
(50,200)8,153 42,553 
Total income tax expense$8,912 $35,491 $79,206 
The effective income tax rate differs from the federal corporate tax rate of 21% in 2024, 2023, and 2022 as follows (in thousands):
 Years Ended December 31,
 202420232022
Tax at statutory rate$8,921 $31,034 $68,205 
State income taxes, net of federal tax benefits308 4,578 12,999 
Other, net(317)(121)(1,998)
Total income tax expense$8,912 $35,491 $79,206 
The following table presents our deferred income tax assets and liabilities (in thousands):
 December 31,
 20242023
Deferred income tax assets:
Insurance and claims accruals$57,666 $57,168 
Compensation-related accruals10,146 9,931 
Allowance for uncollectible accounts1,918 2,797 
Operating lease liabilities12,484 8,733 
Other3,589 2,235 
Gross deferred income tax assets85,803 80,864 
Deferred income tax liabilities:
Property and equipment305,089 351,352 
Investments in equity securities14,109 12,240 
Prepaid expenses6,391 7,118 
Operating lease right-of-use assets12,028 8,327 
Investment in partnership14,805 18,790 
Other2,897 3,217 
Gross deferred income tax liabilities355,319 401,044 
Net deferred income tax liability$269,516 $320,180 
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 $14 thousand decrease, a $201 thousand decrease, and a $54 thousand increase in the net liability for unrecognized tax benefits for the years ended December 31, 2024, 2023, and 2022, respectively. We recognized net interest expense of $129 thousand, $70 thousand, and $42 thousand during 2024, 2023, and 2022, respectively. If recognized, $1.5 million, $1.7 million, and $2.0 million of unrecognized tax benefits as of December 31, 2024, 2023 and 2022, respectively, would impact our effective tax rate. Interest of $0.7 million as of December 31, 2024 and $0.5 million as of December 31, 2023 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,
 202420232022
Unrecognized tax benefits, beginning balance$2,245 $2,495 $2,425 
Gross increases – tax positions in prior period179 161 99 
Gross increases – current period tax positions80 120 320 
Reductions due to lapsed statute of limitations(269)(531)(349)
Unrecognized tax benefits, ending balance$2,235 $2,245 $2,495 
We file U.S. federal income tax returns, as well as income tax returns in various states and several foreign jurisdictions. The years 2021 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.
v3.25.0.1
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS
 12 Months Ended
Dec. 31, 2024
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 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, 2024, there were 3,632,157 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, 2024, the total unrecognized compensation cost related to non-vested equity compensation awards was approximately $10.4 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,
 202420232022
Restricted awards:
Pre-tax compensation expense$9,212 $10,229 $7,803 
Tax benefit2,349 2,634 1,954 
Restricted stock expense, net of tax$6,863 $7,595 $5,849 
Performance awards:
Pre-tax compensation expense (benefit)$(348)$1,723 $4,690 
Tax benefit (expense)(89)444 1,174 
Performance award expense (benefit), net of tax$(259)$1,279 $3,516 
We do not have a formal policy for issuing shares upon vesting of restricted and performance awards. Such shares are generally issued from treasury stock. From time to time, we repurchase shares of our common stock, the timing and amount of which depends on market and other factors. Historically, the shares acquired from such repurchases have provided us with sufficient quantities of stock to issue for equity compensation. Based on current treasury stock levels, we do not expect to repurchase additional shares specifically for equity compensation during 2025.
Restricted Awards
Restricted stock entitles the holder to shares of common stock when the award vests. Restricted stock units entitle the holder to a combination of cash or stock equal to the value of common stock when the unit vests. The value of these shares may fluctuate according to market conditions and other factors. Restricted awards currently outstanding vest over periods ranging from 12 to 60 months from the grant date of the award. The restricted awards do not confer any voting or dividend rights to recipients until such shares vest and do not have any post-vesting sales restrictions. The following table summarizes restricted award activity for the year ended December 31, 2024:
Number of
Restricted
Awards 
(in thousands)		Weighted-
Average Grant
Date Fair
Value ($)
Nonvested at beginning of period444 $43.15 
Granted296 39.70 
Vested(202)43.01 
Forfeited(17)42.89 
Nonvested at end of period521 41.25 
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, 2024, 2023, and 2022 was $39.70, $44.17, and $42.27, respectively. The total fair value of previously granted restricted awards vested during the years ended December 31, 2024, 2023, and 2022 was $8.2 million, $10.4 million, and $7.3 million, respectively. We withheld shares based on the closing stock price on the vesting date to settle the employees’ statutory obligation for the applicable income and other employment taxes. The shares withheld to satisfy the tax withholding obligations were recorded as treasury stock.
Performance Awards
Performance awards entitle the recipient to shares of common stock upon attainment of performance objectives as pre-established by the Compensation Committee. If the performance objectives are achieved, performance awards currently outstanding vest, subject to continued employment, 36 months after the grant date of the award. The performance awards do not confer any voting or dividend rights to recipients until such shares vest and do not have any post-vesting sales restrictions. The following table summarizes performance award activity for the year ended December 31, 2024:
Number of
Performance Awards
(in thousands)		Weighted-
Average Grant
Date Fair
Value ($)
Nonvested at beginning of period280 $42.15 
Granted106 40.05 
Vested(109)38.34 
Forfeited(89)42.47 
Nonvested at end of period188 42.24 
The 2024 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, 2024 to December 31, 2025. 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, 2026, relative to the total shareholder return of a peer group of companies for the same period. 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 2024 and 2023 performance awards will vest in one installment on the third anniversary from the respective grant dates. In January 2025, the Compensation Committee
determined the 2022 fiscal year performance objectives were below threshold, thus resulting in no payout. The unearned shares are included in the forfeited 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, 2024, 2023, and 2022 was $40.05, $45.07, and $39.28, respectively. The vesting date fair value of performance awards that vested during the years ended December 31, 2024, 2023, or 2022 was $4.6 million, $5.9 million and $3.0 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):
2024$358 
2023349 
2022309 
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): 
2024$6,407 
20236,351 
20225,921 
Nonqualified Deferred Compensation Plan
The Executive Nonqualified Excess Plan, which was frozen for new elections as of December 31, 2024 (the “Former Excess Plan”), and the Non-Qualified Deferred Compensation Plan, effective January 1, 2025 (the “New Excess Plan”) are our nonqualified deferred compensation plans 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 New Excess Plan, participants may elect to defer compensation on a pre-tax basis and participants under the Former Excess Plan also had that ability prior to the date such Former Excess Plan was frozen. At December 31, 2024, there were 47 participants in the Former Excess Plan. Although our current intention is not to do so, we may also make matching credits and/or profit-sharing credits to participants’ New Excess Plan accounts as we so determine each year. Under both plans, 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 either 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,
 20242023
Accumulated benefit obligation$15,797 $13,843 
Aggregate market value12,552 10,635 
v3.25.0.1
COMMITMENTS AND CONTINGENCIES
 12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
We have committed to property and equipment purchases of approximately $47.7 million at December 31, 2024.
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 $44.4 million and $39.8 million as of December 31, 2024 and 2023, 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, 2024 and 2023.
The Company pursued an appeal of this verdict, and on May 18, 2023, the Texas Court of Appeals overruled Werner’s appeal and affirmed the trial court’s judgment. The Company filed a Petition for Review with the Texas Supreme Court and, on August 30, 2024, the Texas Supreme Court granted the Company’s Petition for Review. Oral argument of the appeal was held on December 3, 2024. No assurances can be given regarding the outcome of the review.
We are also involved in certain class action litigation in which the plaintiffs allege claims for failure to provide meal and rest breaks, unpaid wages, unauthorized deductions and other items. 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.
v3.25.0.1
SEGMENT INFORMATION
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
SEGMENT INFORMATION SEGMENT INFORMATION
We have two reportable segments – Truckload Transportation Services and Werner Logistics.
The TTS reportable segment consists of two operating segments, Dedicated and One-Way Truckload. These operating segments 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 provides non-asset-based transportation and logistics services. 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.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Inter-segment transactions between reporting segments have been recorded at amounts approximating market and are eliminated in consolidation.
The chief operating officer of the Company is our chief operating decision maker (“CODM”). Our CODM evaluates the operating results of each individual segment, using monthly divisional financial statements, to asses performance and to allocate resources to each segment. Our divisional financial statements detail the revenues and operating expenses of each individual segment netting to operating income (loss) that allows the CODM to make operational decisions regarding each individual segment.
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.
The following tables summarize our segment information (in thousands):
Year Ended December 31, 2024
Truckload Transportation ServicesWerner LogisticsTotal
Revenues from external customers$2,123,864 $831,337 $2,955,201 
Inter-segment revenues14,429 — 14,429 
Reportable segment revenues2,138,293 831,337 2,969,630 

Reconciliation of revenues:
Other revenues (1)
75,057 
Elimination of inter-segment revenues(14,429)
Consolidated revenues$3,030,258 

Less operating expenses: (2)
Salaries, wages and benefits922,921 81,565 1,004,486 
Fuel272,570 1,575 274,145 
Supplies and maintenance211,847 9,602 221,449 
Taxes and licenses95,541 983 96,524 
Insurance and claims141,654 3,438 145,092 
Depreciation and amortization261,170 15,176 276,346 
Rent and purchased transportation139,848 714,385 854,233 
Communications and utilities13,884 1,983 15,867 
Gains on sales of property and equipment(10,993)(1,090)(12,083)
Other segment items (3)
14,685 4,601 19,286 
Reportable segment operating expenses2,063,127 832,218 2,895,345 
Reportable segment operating income (loss)$75,166 $(881)$74,285 

Reconciliation of operating income:
Other operating loss (1)
(8,137)
Consolidated operating income$66,148 
Year Ended December 31, 2023
Truckload Transportation ServicesWerner LogisticsTotal
Revenues from external customers$2,293,120 $910,433 $3,203,553 
Inter-segment revenues17,690 — 17,690 
Reportable segment revenues2,310,810 910,433 3,221,243 

Reconciliation of revenues:
Other revenues (1)
79,946 
Elimination of inter-segment revenues(17,690)
Consolidated revenues$3,283,499 

Less operating expenses: (2)
Salaries, wages and benefits951,712 89,401 1,041,113 
Fuel341,126 2,336 343,462 
Supplies and maintenance224,988 7,933 232,921 
Taxes and licenses101,149 1,099 102,248 
Insurance and claims134,319 3,895 138,214 
Depreciation and amortization271,245 15,395 286,640 
Rent and purchased transportation130,076 768,793 898,869 
Communications and utilities13,908 3,636 17,544 
Gains on sales of property and equipment(45,453)(1,497)(46,950)
Other segment items (3)
18,410 3,563 21,973 
Reportable segment operating expenses2,141,480 894,554 3,036,034 
Reportable segment operating income$169,330 $15,879 $185,209 

Reconciliation of operating income:
Other operating loss (1)
(8,793)
Consolidated operating income$176,416 
Year Ended December 31, 2022
Truckload Transportation ServicesWerner LogisticsTotal
Revenues from external customers$2,423,468 $793,492 $3,216,960 
Inter-segment revenues5,218 — 5,218 
Reportable segment revenues2,428,686 793,492 3,222,178 

Reconciliation of revenues:
Other revenues (1)
73,018 
Elimination of inter-segment revenues(5,218)
Consolidated revenues$3,289,978 

Less operating expenses: (2)
Salaries, wages and benefits920,166 69,894 990,060 
Fuel430,962 4,292 435,254 
Supplies and maintenance221,821 7,186 229,007 
Taxes and licenses96,461 994 97,455 
Insurance and claims143,914 3,118 147,032 
Depreciation and amortization256,768 9,989 266,757 
Rent and purchased transportation119,506 659,839 779,345 
Communications and utilities13,287 1,683 14,970 
Gains on sales of property and equipment(85,268)(2,014)(87,282)
Other segment items (3)
16,514 2,327 18,841 
Reportable segment operating expenses2,134,131 757,308 2,891,439 
Reportable segment operating income$294,555 $36,184 $330,739 

Reconciliation of operating income:
Other operating loss (1)
(7,663)
Consolidated operating income$323,076 
(1) Revenues and operating income or loss from segments below the quantitative thresholds for determining reportable segments. Those segments include driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, other business activities, and corporate related items which are incidental to our activities and are not attributable to any of our operating segments.
(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Inter-segment expenses are included within the amounts shown.
(3) Other segment items for each reportable segment primarily includes costs for professional services. During 2023 and 2022, other segment items for the Logistics segment were partially offset by net favorable changes of $2.7 million and $2.5 million, respectively, to the contingent earnout liabilities related to the ReedTMS and NEHDS Logistics, LLC acquisitions, respectively.
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,
202420232022
Revenues
United States$2,854,184 $3,089,205 $3,051,788 
Foreign countries
Mexico147,761 159,170 191,126 
Other28,313 35,124 47,064 
Total foreign countries176,074 194,294 238,190 
Total$3,030,258 $3,283,499 $3,289,978 

Long-lived Assets
United States$1,912,997 $1,948,039 $1,795,337 
Foreign countries
Mexico21,165 24,818 29,819 
Other74 99 120 
Total foreign countries21,239 24,917 29,939 
Total$1,934,236 $1,972,956 $1,825,276 
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 11% of our total revenues in 2024, 10% in 2023, and 14% in 2022. Revenues generated by Dollar General are reported in both of our reportable operating segments.
v3.25.0.1
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
 12 Months Ended
Dec. 31, 2024
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
 (Credited) to
Costs and
Expenses		Write-offs
(Recoveries)
of Doubtful
Accounts		Balance at
End of
Period
Year ended December 31, 2024:
Allowance for doubtful accounts$9,337 $(1,725)$443 $7,169 
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 

(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, 2024:
Allowance for doubtful student notes$22,702 $22,490 $23,530 $21,662 
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 $23,491 
See report of independent registered public accounting firm.
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Net income attributable to Werner $ 34,233 $ 112,382 $ 241,256
v3.25.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2024
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
v3.25.0.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.0.1
Cybersecurity Risk Management and Strategy Disclosure
 12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
Under our “Cloud First, Cloud Now” strategy, we prioritize usage of cloud-based technologies to foster innovation, enhance customer service, and meet the demands of the evolving logistics landscape. Cybersecurity is integrated into this strategy through investments in technology and skill development to help protect the confidentiality, integrity, and availability of our systems and electronic data. During the period covered by this Form 10-K and through the date of its filing, we have not experienced, to our knowledge, an information security breach or identified cybersecurity threat risks that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. However, we recognize that cybersecurity threats are continually evolving, as further addressed in Item 1A of Part I of this Form 10-K.
Our dedicated cybersecurity team, in coordination with our Chief Information Officer (“CIO”), assesses and manages risks by focusing on identity verification, system access controls, and governance, risk, and compliance processes. The CIO, with extensive information technology (“IT”) and strategic leadership experience, is supported by a director of cybersecurity, a Certified Information Systems Security Professional with significant military cybersecurity expertise, and a team holding various industry certifications and having collective cybersecurity experience of over 75 years. The CIO regularly reports cybersecurity matters to the Chief Executive Officer and executive leadership, for alignment with broader organizational goals.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block] Under our “Cloud First, Cloud Now” strategy, we prioritize usage of cloud-based technologies to foster innovation, enhance customer service, and meet the demands of the evolving logistics landscape. Cybersecurity is integrated into this strategy through investments in technology and skill development to help protect the confidentiality, integrity, and availability of our systems and electronic data.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]
Our dedicated cybersecurity team, in coordination with our Chief Information Officer (“CIO”), assesses and manages risks by focusing on identity verification, system access controls, and governance, risk, and compliance processes. The CIO, with extensive information technology (“IT”) and strategic leadership experience, is supported by a director of cybersecurity, a Certified Information Systems Security Professional with significant military cybersecurity expertise, and a team holding various industry certifications and having collective cybersecurity experience of over 75 years. The CIO regularly reports cybersecurity matters to the Chief Executive Officer and executive leadership, for alignment with broader organizational goals.
The Audit Committee of the Board is responsible for oversight of risk management related to cybersecurity, policies and procedures related to the protection of Company proprietary and customer information, and compliance with data privacy requirements.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] Our dedicated cybersecurity team, in coordination with our Chief Information Officer (“CIO”), assesses and manages risks by focusing on identity verification, system access controls, and governance, risk, and compliance processes.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] The CIO regularly reports cybersecurity matters to the Chief Executive Officer and executive leadership, for alignment with broader organizational goals.The Audit Committee of the Board is responsible for oversight of risk management related to cybersecurity, policies and procedures related to the protection of Company proprietary and customer information, and compliance with data privacy requirements. It receives quarterly updates from our CIO on trends, threats, and technologies used to prevent, detect and respond to risks; reviews and provides feedback on employee education initiatives, crisis response strategies, and remediation measures; and reports to the Board on fulfillment of its cybersecurity risk management oversight.
Cybersecurity Risk Role of Management [Text Block]
Our dedicated cybersecurity team, in coordination with our Chief Information Officer (“CIO”), assesses and manages risks by focusing on identity verification, system access controls, and governance, risk, and compliance processes. The CIO, with extensive information technology (“IT”) and strategic leadership experience, is supported by a director of cybersecurity, a Certified Information Systems Security Professional with significant military cybersecurity expertise, and a team holding various industry certifications and having collective cybersecurity experience of over 75 years. The CIO regularly reports cybersecurity matters to the Chief Executive Officer and executive leadership, for alignment with broader organizational goals.
The Audit Committee of the Board is responsible for oversight of risk management related to cybersecurity, policies and procedures related to the protection of Company proprietary and customer information, and compliance with data privacy requirements. It receives quarterly updates from our CIO on trends, threats, and technologies used to prevent, detect and respond to risks; reviews and provides feedback on employee education initiatives, crisis response strategies, and remediation measures; and reports to the Board on fulfillment of its cybersecurity risk management oversight.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]
Our dedicated cybersecurity team, in coordination with our Chief Information Officer (“CIO”), assesses and manages risks by focusing on identity verification, system access controls, and governance, risk, and compliance processes. The CIO, with extensive information technology (“IT”) and strategic leadership experience, is supported by a director of cybersecurity, a Certified Information Systems Security Professional with significant military cybersecurity expertise, and a team holding various industry certifications and having collective cybersecurity experience of over 75 years. The CIO regularly reports cybersecurity matters to the Chief Executive Officer and executive leadership, for alignment with broader organizational goals.
The Audit Committee of the Board is responsible for oversight of risk management related to cybersecurity, policies and procedures related to the protection of Company proprietary and customer information, and compliance with data privacy requirements. It receives quarterly updates from our CIO on trends, threats, and technologies used to prevent, detect and respond to risks; reviews and provides feedback on employee education initiatives, crisis response strategies, and remediation measures; and reports to the Board on fulfillment of its cybersecurity risk management oversight.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] The CIO, with extensive information technology (“IT”) and strategic leadership experience, is supported by a director of cybersecurity, a Certified Information Systems Security Professional with significant military cybersecurity expertise, and a team holding various industry certifications and having collective cybersecurity experience of over 75 years.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] The CIO regularly reports cybersecurity matters to the Chief Executive Officer and executive leadership, for alignment with broader organizational goals.The Audit Committee of the Board is responsible for oversight of risk management related to cybersecurity, policies and procedures related to the protection of Company proprietary and customer information, and compliance with data privacy requirements. It receives quarterly updates from our CIO on trends, threats, and technologies used to prevent, detect and respond to risks; reviews and provides feedback on employee education initiatives, crisis response strategies, and remediation measures; and reports to the Board on fulfillment of its cybersecurity risk management oversight.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2024
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. Actual results could differ from those estimates.
Reclassification
Reclassification: The balance sheet caption formerly known as “prepaid taxes, licenses and permits” has been renamed “prepaid expenses.” In addition, $37.8 million of other prepaid expenses have been reclassified from other current assets to prepaid expenses on the consolidated balance sheet as of December 31, 2023. This reclassification was made to conform to the current financial statement presentation.
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 $280.3 million, $289.2 million, and $273.8 million for the years ended December 31, 2024, 2023, and 2022 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, 2024, 2023, and 2022.
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, 2024, and are responsible for the first $15.0 million per claim on all claims with an annual $7.5 million aggregate for claims between $15.0 million and $20.0 million. For the policy year that began August 1, 2023, we were 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. We maintain liability insurance coverage with insurance carriers in excess of the $15.0 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. We also maintain a $25.1 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 $4.3 million in letters of credit and $46.9 million in additional bonds as of December 31, 2024.
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,
202420232022
Net income attributable to Werner$34,233 $112,382 $241,256 
Weighted average common shares outstanding62,450 63,374 64,125 
Dilutive effect of stock-based awards212 344 454 
Shares used in computing diluted earnings per share62,662 63,718 64,579 
Basic earnings per share$0.55 $1.77 $3.76 
Diluted earnings per share$0.55 $1.76 $3.74 
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, 2024, 2023, and 2022, 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, 2024 and 2023, consisted of foreign currency translation adjustment losses of $17.4 million and $10.0 million, respectively, and losses of $1.0 million and gains of $0.3 million related to changes in fair value of interest rate swaps, net of tax, respectively.
New Accounting Pronouncements Adopted and Recently Issued Accounting Pronouncements, Not Yet Effective
New Accounting Pronouncements Adopted: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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. On December 31, 2024, we adopted ASU 2023-07 using a retrospective approach. Adoption of the standard enhanced our reportable segment disclosures, see Note 13 – Segment Information, but did not impact our results of operations, cash flows, and financial condition.
Recently Issued Accounting Pronouncements, Not Yet Effective: In December 2023, FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, with the objective of enhancing the transparency and decision usefulness of income tax information through income tax disclosure improvements, primarily related to the rate reconciliation and income taxes paid information. The provisions of this update are effective for annual periods beginning after December 15, 2024, using a prospective approach. Retrospective application is permitted. We are evaluating the impact of adopting ASU 2023-09, and we expect this ASU to impact our disclosures but not our results of operations, cash flows, and financial condition.
In November 2024, the FASB issued ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public business entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The provisions of this update are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, using either a prospective or retrospective approach. We are evaluating the impact of adopting ASU 2024-03, and we expect this ASU to impact our disclosures but not our results of operations, cash flows, and financial condition.
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Dec. 31, 2024
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,
202420232022
Net income attributable to Werner$34,233 $112,382 $241,256 
Weighted average common shares outstanding62,450 63,374 64,125 
Dilutive effect of stock-based awards212 344 454 
Shares used in computing diluted earnings per share62,662 63,718 64,579 
Basic earnings per share$0.55 $1.77 $3.76 
Diluted earnings per share$0.55 $1.76 $3.74 
v3.25.0.1
REVENUE (Tables)
 12 Months Ended
Dec. 31, 2024
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,
 202420232022
Truckload Transportation Services$2,138,293 $2,310,810 $2,428,686 
Werner Logistics831,337 910,433 793,492 
Inter-segment eliminations(14,429)(17,690)(5,218)
   Transportation services2,955,201 3,203,553 3,216,960 
Other revenues75,057 79,946 73,018 
Total revenues$3,030,258 $3,283,499 $3,289,978 
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,
 202420232022
United States$2,854,184 $3,089,205 $3,051,788 
Mexico147,761 159,170 191,126 
Other28,313 35,124 47,064 
Total revenues$3,030,258 $3,283,499 $3,289,978 
v3.25.0.1
GOODWILL AND INTANGIBLE ASSETS (Tables)
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The following table presents goodwill by segment (in thousands):
TTSWerner LogisticsTotal
Balance as of December 31, 2022$53,897 $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 
Balance as of December 31, 2024$46,056 $83,048 $129,104 
(1) The purchase accounting adjustments consist of post-closing adjustments related to net assets assumed in the acquisition of ReedTMS.
Schedule of Acquired Intangible Assets
The following table presents acquired intangible assets (in thousands):
December 31,
20242023
Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
Customer relationships$80,200 $(22,009)$58,191 $80,200 $(13,989)$66,211 
Trade names24,600 (6,384)18,216 24,600 (4,334)20,266 
Total intangible assets$104,800 $(28,393)$76,407 $104,800 $(18,323)$86,477 
Schedule of Future Amortization Expense of Intangible Assets
As of December 31, 2024, the estimated future amortization expense for intangible assets by year is as follows (in thousands):
2025$10,070 
202610,070 
202710,070 
202810,070 
202910,070 
Thereafter (to 2034)26,057 
Total$76,407 
v3.25.0.1
LEASES (Tables)
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Schedule of Operating Lease Information
The following table presents balance sheet and other operating lease information (dollars in thousands):
December 31,
20242023
Right-of-use assets (recorded in other non-current assets)$49,599 $34,814 

Current lease liabilities (recorded in other current liabilities)		$15,352 $9,017 
Long-term lease liabilities (recorded in other long-term liabilities)36,406 27,495 
Total operating lease liabilities$51,758 $36,512 
Weighted-average remaining lease term for operating leases4.75 years6.15 years
Weighted-average discount rate for operating leases5.0 %3.6 %
Schedule of Maturities of Operating Lease Liabilities
The following table presents the maturities of operating lease liabilities as of December 31, 2024 (in thousands):

2025$17,441 
202615,734 
20277,990 
20286,577 
20293,807 
Thereafter5,748 
Total undiscounted operating lease payments$57,297 
Less: Imputed interest(5,539)
Present value of operating lease liabilities$51,758 
Schedule of Lessor Operating Lease Maturities The following table presents information about the maturities of these operating leases as of December 31, 2024 (in thousands):
2025$7,207 
2026600 
202771 
2028— 
2029— 
Thereafter— 
Total$7,878 
v3.25.0.1
FAIR VALUE (Tables)
 12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis
The following table presents the fair value hierarchy for our assets and liabilities measured at fair value on a recurring basis (in thousands):
Fair Value
Level in FairDecember 31,
Value Hierarchy20242023
Assets:
Other current assets:
Pay-fixed interest rate swaps (1)
2$— $2,261 
Other non-current assets:
Pay-fixed interest rate swaps (1)
21,162 — 
Equity securities (2)
1141 310 
Total other non-current assets1,303 310 
Total assets at fair value$1,303 $2,571 
Liabilities:
Other current liabilities:
Pay-fixed interest rate swaps (1)
2$134 $— 
Other long-term liabilities:
Pay-fixed interest rate swaps (1)
22,420 1,792 
Contingent consideration associated with acquisitions39,315 8,896 
Total other long-term liabilities11,735 10,688 
Total liabilities at fair value$11,869 $10,688 
(1) Pay-fixed interest rate swaps are measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. See Note 8 – Debt and Credit Facilities for further information on our interest rate swaps.
(2) Represents our investment in an autonomous technology company. For additional information regarding the valuation of this equity security, 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, 2024 and 2023 (in thousands):
Balance as of December 31, 2022$13,400 
Measurement period adjustment associated with the acquisition of ReedTMS (1)
(800)
Payment for contingent consideration (2)
(1,500)
Change in fair value (3)
(2,204)
Balance as of December 31, 20238,896 
Change in fair value 419 
Balance as of December 31, 2024$9,315 
(1) The measurement period adjustment was recorded in goodwill on the consolidated balance sheet.
(2) 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.
(3) 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.
v3.25.0.1
INVESTMENTS (Tables)
 12 Months Ended
Dec. 31, 2024
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,
202420232022
Investment in equity securities$6,042 $3,066 $20,250 
Upward adjustments (1)
$8,099 $— $28,638 
(1) During 2024 and 2022, 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,
202420232022
Loss on investments in equity securities, net$169 $278 $16,443 
Portion of net unrealized loss for the period related to equity securities still held at the reporting date$169 $270 $16,443 
Schedule of Equity Method Investments The following table summarizes the activity related to our equity method investment during the periods presented (in thousands):
Years Ended December 31,
202420232022
Capital contributions$3,820 $3,385 N/A
Loss (earnings) from equity method investment$(556)$1,046 N/A
v3.25.0.1
DEBT AND CREDIT FACILITIES (Tables)
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Maturities of Long-term Debt
At December 31, 2024, the aggregate future maturities of long-term debt by year are as follows (in thousands):
2025$20,000 
2026— 
2027630,000 
Total$650,000 
v3.25.0.1
NOTES RECEIVABLE (Tables)
 12 Months Ended
Dec. 31, 2024
Receivables [Abstract]  
Schedule of Notes Receivable The following table presents our notes receivable (in thousands):
 December 31,
 20242023
Independent contractor notes receivable$5,812 $6,864 
MLSI subordinated promissory note25,000 25,000 
Other notes receivable7,559 7,231 
Notes receivable38,371 39,095 
Less current portion2,548 2,208 
Notes receivable – non-current$35,823 $36,887 
The following table presents our student notes receivable (in thousands):
December 31,
20242023
Student notes receivable$68,546 $64,956 
Allowance for doubtful student notes receivable(21,662)(22,702)
Total student notes receivable, net of allowance46,884 42,254 
Less current portion, net of allowance13,206 13,705 
Student notes receivable – non-current$33,678 $28,549 
v3.25.0.1
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of Income Tax Expense
Income tax expense consisted of the following (in thousands):
 Years Ended December 31,
 202420232022
Current:
Federal$53,521 $17,624 $23,741 
State3,496 7,661 12,423 
Foreign2,095 2,053 489 
59,112 27,338 36,653 
Deferred:
Federal(47,094)10,019 38,521 
State(3,106)(1,866)4,032 
(50,200)8,153 42,553 
Total income tax expense$8,912 $35,491 $79,206 
Schedule of Effective Income Tax Rate Reconciliation
The effective income tax rate differs from the federal corporate tax rate of 21% in 2024, 2023, and 2022 as follows (in thousands):
 Years Ended December 31,
 202420232022
Tax at statutory rate$8,921 $31,034 $68,205 
State income taxes, net of federal tax benefits308 4,578 12,999 
Other, net(317)(121)(1,998)
Total income tax expense$8,912 $35,491 $79,206 
Schedule of Deferred Tax Assets and Liabilities
The following table presents our deferred income tax assets and liabilities (in thousands):
 December 31,
 20242023
Deferred income tax assets:
Insurance and claims accruals$57,666 $57,168 
Compensation-related accruals10,146 9,931 
Allowance for uncollectible accounts1,918 2,797 
Operating lease liabilities12,484 8,733 
Other3,589 2,235 
Gross deferred income tax assets85,803 80,864 
Deferred income tax liabilities:
Property and equipment305,089 351,352 
Investments in equity securities14,109 12,240 
Prepaid expenses6,391 7,118 
Operating lease right-of-use assets12,028 8,327 
Investment in partnership14,805 18,790 
Other2,897 3,217 
Gross deferred income tax liabilities355,319 401,044 
Net deferred income tax liability$269,516 $320,180 
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,
 202420232022
Unrecognized tax benefits, beginning balance$2,245 $2,495 $2,425 
Gross increases – tax positions in prior period179 161 99 
Gross increases – current period tax positions80 120 320 
Reductions due to lapsed statute of limitations(269)(531)(349)
Unrecognized tax benefits, ending balance$2,235 $2,245 $2,495 
v3.25.0.1
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS (Tables)
 12 Months Ended
Dec. 31, 2024
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,
 202420232022
Restricted awards:
Pre-tax compensation expense$9,212 $10,229 $7,803 
Tax benefit2,349 2,634 1,954 
Restricted stock expense, net of tax$6,863 $7,595 $5,849 
Performance awards:
Pre-tax compensation expense (benefit)$(348)$1,723 $4,690 
Tax benefit (expense)(89)444 1,174 
Performance award expense (benefit), net of tax$(259)$1,279 $3,516 
Schedule of Equity Compensation, Restricted Award Activity The following table summarizes restricted award activity for the year ended December 31, 2024:
Number of
Restricted
Awards 
(in thousands)		Weighted-
Average Grant
Date Fair
Value ($)
Nonvested at beginning of period444 $43.15 
Granted296 39.70 
Vested(202)43.01 
Forfeited(17)42.89 
Nonvested at end of period521 41.25 
Schedule of Equity Compensation Performance Award Activity The following table summarizes performance award activity for the year ended December 31, 2024:
Number of
Performance Awards
(in thousands)		Weighted-
Average Grant
Date Fair
Value ($)
Nonvested at beginning of period280 $42.15 
Granted106 40.05 
Vested(109)38.34 
Forfeited(89)42.47 
Nonvested at end of period188 42.24 
Schedule of Contributions for Employee Stock Purchase Plan Our contributions for the Purchase Plan were as follows (in thousands):
2024$358 
2023349 
2022309 
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): 
2024$6,407 
20236,351 
20225,921 
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,
 20242023
Accumulated benefit obligation$15,797 $13,843 
Aggregate market value12,552 10,635 
v3.25.0.1
SEGMENT INFORMATION (Tables)
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Schedule of Segment Financial Information
The following tables summarize our segment information (in thousands):
Year Ended December 31, 2024
Truckload Transportation ServicesWerner LogisticsTotal
Revenues from external customers$2,123,864 $831,337 $2,955,201 
Inter-segment revenues14,429 — 14,429 
Reportable segment revenues2,138,293 831,337 2,969,630 

Reconciliation of revenues:
Other revenues (1)
75,057 
Elimination of inter-segment revenues(14,429)
Consolidated revenues$3,030,258 

Less operating expenses: (2)
Salaries, wages and benefits922,921 81,565 1,004,486 
Fuel272,570 1,575 274,145 
Supplies and maintenance211,847 9,602 221,449 
Taxes and licenses95,541 983 96,524 
Insurance and claims141,654 3,438 145,092 
Depreciation and amortization261,170 15,176 276,346 
Rent and purchased transportation139,848 714,385 854,233 
Communications and utilities13,884 1,983 15,867 
Gains on sales of property and equipment(10,993)(1,090)(12,083)
Other segment items (3)
14,685 4,601 19,286 
Reportable segment operating expenses2,063,127 832,218 2,895,345 
Reportable segment operating income (loss)$75,166 $(881)$74,285 

Reconciliation of operating income:
Other operating loss (1)
(8,137)
Consolidated operating income$66,148 
Year Ended December 31, 2023
Truckload Transportation ServicesWerner LogisticsTotal
Revenues from external customers$2,293,120 $910,433 $3,203,553 
Inter-segment revenues17,690 — 17,690 
Reportable segment revenues2,310,810 910,433 3,221,243 

Reconciliation of revenues:
Other revenues (1)
79,946 
Elimination of inter-segment revenues(17,690)
Consolidated revenues$3,283,499 

Less operating expenses: (2)
Salaries, wages and benefits951,712 89,401 1,041,113 
Fuel341,126 2,336 343,462 
Supplies and maintenance224,988 7,933 232,921 
Taxes and licenses101,149 1,099 102,248 
Insurance and claims134,319 3,895 138,214 
Depreciation and amortization271,245 15,395 286,640 
Rent and purchased transportation130,076 768,793 898,869 
Communications and utilities13,908 3,636 17,544 
Gains on sales of property and equipment(45,453)(1,497)(46,950)
Other segment items (3)
18,410 3,563 21,973 
Reportable segment operating expenses2,141,480 894,554 3,036,034 
Reportable segment operating income$169,330 $15,879 $185,209 

Reconciliation of operating income:
Other operating loss (1)
(8,793)
Consolidated operating income$176,416 
Year Ended December 31, 2022
Truckload Transportation ServicesWerner LogisticsTotal
Revenues from external customers$2,423,468 $793,492 $3,216,960 
Inter-segment revenues5,218 — 5,218 
Reportable segment revenues2,428,686 793,492 3,222,178 

Reconciliation of revenues:
Other revenues (1)
73,018 
Elimination of inter-segment revenues(5,218)
Consolidated revenues$3,289,978 

Less operating expenses: (2)
Salaries, wages and benefits920,166 69,894 990,060 
Fuel430,962 4,292 435,254 
Supplies and maintenance221,821 7,186 229,007 
Taxes and licenses96,461 994 97,455 
Insurance and claims143,914 3,118 147,032 
Depreciation and amortization256,768 9,989 266,757 
Rent and purchased transportation119,506 659,839 779,345 
Communications and utilities13,287 1,683 14,970 
Gains on sales of property and equipment(85,268)(2,014)(87,282)
Other segment items (3)
16,514 2,327 18,841 
Reportable segment operating expenses2,134,131 757,308 2,891,439 
Reportable segment operating income$294,555 $36,184 $330,739 

Reconciliation of operating income:
Other operating loss (1)
(7,663)
Consolidated operating income$323,076 
(1) Revenues and operating income or loss from segments below the quantitative thresholds for determining reportable segments. Those segments include driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, other business activities, and corporate related items which are incidental to our activities and are not attributable to any of our operating segments.
(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Inter-segment expenses are included within the amounts shown.
(3) Other segment items for each reportable segment primarily includes costs for professional services. During 2023 and 2022, other segment items for the Logistics segment were partially offset by net favorable changes of $2.7 million and $2.5 million, respectively, to the contingent earnout liabilities related to the ReedTMS and NEHDS Logistics, LLC acquisitions, respectively.
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,
202420232022
Revenues
United States$2,854,184 $3,089,205 $3,051,788 
Foreign countries
Mexico147,761 159,170 191,126 
Other28,313 35,124 47,064 
Total foreign countries176,074 194,294 238,190 
Total$3,030,258 $3,283,499 $3,289,978 

Long-lived Assets
United States$1,912,997 $1,948,039 $1,795,337 
Foreign countries
Mexico21,165 24,818 29,819 
Other74 99 120 
Total foreign countries21,239 24,917 29,939 
Total$1,934,236 $1,972,956 $1,825,276 
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Concentration Risk [Line Items]        
Prepaid expenses $ 53,690,000 $ 54,333,000    
Accounts receivable recorded investment past due days (in days) 90 days      
Depreciation and amortization $ 280,300,000 289,200,000 $ 273,800,000  
Impairment charges 0 0 0  
Self insurance retention liability 15,000,000.0 10,000,000.0 10,000,000.0 $ 10,000,000.0
Annual aggregate limit 7,500,000 12,500,000 10,000,000.0 10,000,000.0
Liability insurance coverage in excess of SIR policy 15,000,000.0      
Self insurance retention Workers' compensation 2,000,000.0      
Foreign currency translation adjustments included in accumulated other comprehensive income 17,400,000 10,000,000.0    
Interest rate swaps included in accumulated other comprehensive income (1,000,000.0) 300,000    
Revision of Prior Period, Adjustment        
Concentration Risk [Line Items]        
Prepaid expenses   37,800,000    
State of Nebraska        
Concentration Risk [Line Items]        
Workers' compensation insurance bonds 25,100,000      
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 4,300,000      
Insurance Carrier        
Concentration Risk [Line Items]        
Self-insurance reserve, bonds payable $ 46,900,000      
Minimum        
Concentration Risk [Line Items]        
Estimated useful life (in years) 10 years      
Per claim range for the annual aggregate limit $ 15,000,000.0 10,000,000.0 10,000,000.0 10,000,000.0
Maximum        
Concentration Risk [Line Items]        
Estimated useful life (in years) 12 years      
Per claim range for the annual aggregate limit $ 20,000,000.0 $ 20,000,000.0 20,000,000.0 $ 15,000,000.0
Change in Accounting Method Accounted for as Change in Estimate        
Concentration Risk [Line Items]        
Depreciation and amortization     $ (12,700,000)  
Revenue Benchmark | Customer Concentration Risk | Ten Largest Customers        
Concentration Risk [Line Items]        
Concentration risk (as a percent) 48.00% 48.00% 46.00%  
Revenue Benchmark | Customer Concentration Risk | Dollar General        
Concentration Risk [Line Items]        
Concentration risk (as a percent) 11.00% 10.00% 14.00%  
Accounts Receivable | Customer Concentration Risk | Dollar General        
Concentration Risk [Line Items]        
Concentration risk (as a percent) 10.00% 10.00%    
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Estimated Useful Life (Details)
$ in Thousands
Dec. 31, 2024
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
v3.25.0.1
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, 2024
Dec. 31, 2023
Dec. 31, 2022
Accounting Policies [Abstract]      
Net income attributable to Werner $ 34,233 $ 112,382 $ 241,256
Weighted average common shares outstanding (in shares) 62,450 63,374 64,125
Dilutive effect of stock-based awards (in shares) 212 344 454
Shares used in computing diluted earnings per share (in shares) 62,662 63,718 64,579
Basic earnings per share (in dollars per share) $ 0.55 $ 1.77 $ 3.76
Diluted earnings per share (in dollars per share) $ 0.55 $ 1.76 $ 3.74
v3.25.0.1
BUSINESS ACQUISITIONS (Details) - USD ($)
$ in Thousands
 12 Months Ended
Nov. 05, 2022
Oct. 01, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Business Acquisition [Line Items]          
Additional cash payment       $ 1,500  
Change in fair value     $ (419) 2,204  
ReedTMS          
Business Acquisition [Line Items]          
Equity interests acquired (as a percent) 100.00%        
Purchase price $ 108,600        
Additional cash payment       1,500  
Change in fair value       $ 2,700  
Business acquisition transaction costs         $ 700
Baylor          
Business Acquisition [Line Items]          
Equity interests acquired (as a percent)   100.00%      
Purchase price   $ 89,000      
Business acquisition transaction costs         $ 400
Performance period (in years)   3 years      
Contingent earnout liability, low   $ 0      
Contingent earnout liability, high   $ 15,000      
v3.25.0.1
REVENUE - Schedule of Disaggregation of Revenue by Revenue Source (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Disaggregation of revenue      
Revenues $ 3,030,258 $ 3,283,499 $ 3,289,978
Inter-segment eliminations      
Disaggregation of revenue      
Revenues (14,429) (17,690) (5,218)
Truckload Transportation Services | Reportable Operating Segments      
Disaggregation of revenue      
Revenues 2,138,293 2,310,810 2,428,686
Werner Logistics | Reportable Operating Segments      
Disaggregation of revenue      
Revenues 831,337 910,433 793,492
Transportation services      
Disaggregation of revenue      
Revenues 2,955,201 3,203,553 3,216,960
Other revenues      
Disaggregation of revenue      
Revenues $ 75,057 $ 79,946 $ 73,018
v3.25.0.1
REVENUE - Schedule of Disaggregation of Revenue by Geographical Areas (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Disaggregation of revenue      
Revenues $ 3,030,258 $ 3,283,499 $ 3,289,978
United States      
Disaggregation of revenue      
Revenues 2,854,184 3,089,205 3,051,788
Mexico      
Disaggregation of revenue      
Revenues 147,761 159,170 191,126
Other      
Disaggregation of revenue      
Revenues $ 28,313 $ 35,124 $ 47,064
v3.25.0.1
REVENUE - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
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 $ 391,684 $ 444,944  
Contract assets 6,300 7,400  
Contract liabilities 1,400 $ 900  
Revenue recognized from contract liability during the period $ 900    
v3.25.0.1
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill by Segment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2024
Increase (Decrease) in Goodwill [Roll Forward]    
Beginning balance $ 132,717  
Purchase accounting adjustments (3,613)  
Ending balance 129,104  
Goodwill 129,104 $ 129,104
TTS    
Increase (Decrease) in Goodwill [Roll Forward]    
Beginning balance 53,897  
Purchase accounting adjustments (7,841)  
Ending balance 46,056  
Goodwill 46,056 46,056
Werner Logistics    
Increase (Decrease) in Goodwill [Roll Forward]    
Beginning balance 78,820  
Purchase accounting adjustments 4,228  
Ending balance 83,048  
Goodwill $ 83,048 $ 83,048
v3.25.0.1
GOODWILL AND INTANGIBLE ASSETS - Schedule of Acquired Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 104,800 $ 104,800
Accumulated Amortization (28,393) (18,323)
Total 76,407 86,477
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 80,200 80,200
Accumulated Amortization (22,009) (13,989)
Total 58,191 66,211
Trade names    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 24,600 24,600
Accumulated Amortization (6,384) (4,334)
Total $ 18,216 $ 20,266
v3.25.0.1
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization of intangible assets $ 10.1 $ 10.3 $ 6.1
v3.25.0.1
GOODWILL AND INTANGIBLE ASSETS - Schedule of Future Amortization Expense of Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
2025 $ 10,070  
2026 10,070  
2027 10,070  
2028 10,070  
2029 10,070  
Thereafter (to 2034) 26,057  
Total $ 76,407 $ 86,477
v3.25.0.1
LEASES - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Lessee, Lease, Description [Line Items]      
Right-of-use asset recognized as non-cash asset addition $ 26,100 $ 4,700 $ 14,700
Right-of-use assets obtained from business acquisitions     8,300
Cash paid for amounts included in measurement of operating lease liability 12,100 11,100 8,500
Total operating lease expense 19,300 22,500 22,100
Long-term operating leases $ 12,500 $ 11,500 $ 9,400
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] Revenues Revenues Revenues
Operating lease revenues $ 9,600 $ 10,900 $ 10,700
Gross property and equipment 61,800 62,200  
Accumulated depreciation (26,700) (29,700)  
Depreciation on property and equipment $ 7,400 $ 8,200 $ 7,800
Minimum      
Lessee, Lease, Description [Line Items]      
Operating leases, term of contract, lessee (in years) 2 years    
Operating leases, term of contract, lessor (in years) 1 year    
Maximum      
Lessee, Lease, Description [Line Items]      
Operating leases, term of contract, lessee (in years) 18 years    
Operating leases, term of contract, lessor (in years) 10 years    
v3.25.0.1
LEASES - Schedule of Operating Lease Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
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) $ 49,599 $ 34,814
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other current liabilities Other current liabilities
Current lease liabilities (recorded in other current liabilities) $ 15,352 $ 9,017
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) $ 36,406 $ 27,495
Total operating lease liabilities $ 51,758 $ 36,512
Weighted-average remaining lease term for operating leases 4 years 9 months 6 years 1 month 24 days
Weighted-average discount rate for operating leases 5.00% 3.60%
v3.25.0.1
LEASES - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
2025 $ 17,441  
2026 15,734  
2027 7,990  
2028 6,577  
2029 3,807  
Thereafter 5,748  
Total undiscounted operating lease payments 57,297  
Less: Imputed interest (5,539)  
Present value of operating lease liabilities $ 51,758 $ 36,512
v3.25.0.1
LEASES - Schedule of Lessor Operating Lease Maturities (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Leases [Abstract]  
2025 $ 7,207
2026 600
2027 71
2028 0
2029 0
Thereafter 0
Total $ 7,878
v3.25.0.1
FAIR VALUE - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Assets:    
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] Other current assets Other current assets
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other non-current assets Other non-current assets
Liabilities:    
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] Other current liabilities Other current liabilities
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other long-term liabilities Other long-term liabilities
Fair Value, Recurring    
Assets:    
Total other non-current assets $ 1,303 $ 310
Total assets at fair value 1,303 2,571
Liabilities:    
Total other long-term liabilities 11,735 10,688
Total liabilities at fair value 11,869 10,688
Fair Value, Recurring | Fair Value, Inputs, Level 1    
Assets:    
Equity securities 141 310
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Pay Fixed Interest Rate Swaps    
Assets:    
Other current assets 0 2,261
Other non-current assets 1,162 0
Liabilities:    
Other current liabilities 134 0
Other long-term liabilities 2,420 1,792
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Other Noncurrent Liabilities    
Liabilities:    
Contingent consideration associated with acquisitions $ 9,315 $ 8,896
v3.25.0.1
FAIR VALUE - Schedule of Changes In Fair Value of Contingent Consideration (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]      
Beginning balance $ 8,896 $ 13,400  
Measurement period adjustment associated with the acquisition of ReedTMS 0 (800) $ 13,400
Payment for contingent consideration   1,500  
Change in fair value 419 (2,204)  
Ending balance $ 9,315 8,896 $ 13,400
ReedTMS      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]      
Measurement period adjustment associated with the acquisition of ReedTMS   (800)  
Payment for contingent consideration   1,500  
Change in fair value   $ (2,700)  
v3.25.0.1
FAIR VALUE - Narrative (Details) - BMO Term Loan
$ in Millions
Dec. 31, 2023
USD ($)
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]  
Estimated fair value of debt $ 86.7
Line of Credit | Unsecured Debt  
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]  
Term loan $ 88.8
v3.25.0.1
INVESTMENTS - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Jan. 31, 2023
Schedule of Investments [Line Items]      
Cumulative upward adjustment $ 64,900    
Fair Value, Inputs, Level 1 | Fair Value, Recurring      
Schedule of Investments [Line Items]      
Fair value of investment 141 $ 310  
Mastery Logistics Systems, Inc.      
Schedule of Investments [Line Items]      
Investment in equity securities 103,900 89,800  
Other Equity Investments without Readily Determinable Fair Values      
Schedule of Investments [Line Items]      
Investment in equity securities $ 358 316  
Autotech Fund III      
Schedule of Investments [Line Items]      
Equity method investment, purchase commitment     $ 20,000
Equity method investment ownership percentage (less than) 20.00%    
Equity method investments $ 6,700 $ 2,300  
Cumulative capital contributions $ 7,200    
v3.25.0.1
INVESTMENTS - Schedule of Investments Without Readily Determinable Fair Value (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]      
Investment in equity securities $ 6,042 $ 3,066 $ 20,250
Upward adjustments $ 8,099 $ 0 $ 28,638
v3.25.0.1
Investments - Schedule of Investments With Readily Determinable Fair Value (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Equity Securities With Readily Determinable Fair Value [Line Items]      
Loss on investments in equity securities, net $ (7,930) $ 278 $ (12,195)
Fair Value, Inputs, Level 1 | Fair Value, Recurring      
Equity Securities With Readily Determinable Fair Value [Line Items]      
Loss on investments in equity securities, net 169 278 16,443
Portion of net unrealized loss for the period related to equity securities still held at the reporting date $ 169 $ 270 $ 16,443
v3.25.0.1
Investments - Schedule of Equity Method Investment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]      
Capital contributions $ 3,820 $ 3,385 $ 0
Loss (earnings) from equity method investment (556) 1,046 $ 0
Autotech Fund III      
Schedule of Equity Method Investments [Line Items]      
Capital contributions 3,820 3,385  
Loss (earnings) from equity method investment $ (556) $ 1,046  
v3.25.0.1
DEBT AND CREDIT FACILITIES - Narrative (Details)
 12 Months Ended
May 14, 2024
USD ($)
Dec. 20, 2022
USD ($)
Jun. 30, 2021
USD ($)
Rate
Dec. 31, 2024
USD ($)
interestRateSwap
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Aug. 31, 2024
USD ($)
Jun. 30, 2024
USD ($)
interestRateSwap
Line of Credit Facility [Line Items]                
Repayments of long-term debt       $ 221,250,000 $ 90,000,000 $ 100,000,000    
Revolving Credit Facility | 2022 Credit Agreement | Unsecured Debt                
Line of Credit Facility [Line Items]                
Maximum borrowing capacity   $ 1,075,000,000.000   419,100,000        
Total borrowings outstanding       $ 650,000,000.0 $ 648,800,000      
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 | Line Of Credit Facility, Interest Rate Swap, Mature Date At , May Two Thousand Twenty Four                
Line of Credit Facility [Line Items]                
Number of interest rate swaps matured during period | interestRateSwap       2        
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       $ 150,000,000.0        
Revolving Credit Facility | Line Of Credit Facility, Interest Rate Swap, Mature Date At August Two Thousand Twenty Eight                
Line of Credit Facility [Line Items]                
Interest rate swap facility, amount             $ 75,000,000.0  
Revolving Credit Facility | Line Of Credit Facility, Interest Rate Swap, Mature Date At August Two Thousand Twenty Eight | Unsecured Debt                
Line of Credit Facility [Line Items]                
Interest rate swap facility, amount       $ 75,000,000.0        
Interest rate swap facility, fixed interest (as a percent)       5.14%        
Revolving Credit Facility | Variable Rate Revolving Credit Facility | Unsecured Debt                
Line of Credit Facility [Line Items]                
Line of credit borrowings outstanding       $ 295,000,000.0        
Line of credit facility, interest rate (as a percent)       6.12%        
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       $ 40,000,000.0        
Interest rate swap facility, fixed interest (as a percent)       6.45%        
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       $ 90,000,000.0        
Interest rate swap facility, fixed interest (as a percent)       6.12%        
Revolving Credit Facility | Line Of Credit Facility, Interest Rate Swap, Mature Date At April Two Thousand Twenty Seven | Unsecured Debt                
Line of Credit Facility [Line Items]                
Interest rate swap facility, amount       $ 75,000,000.0        
Interest rate swap facility, fixed interest (as a percent)       6.23%        
Revolving Credit Facility | Line Of Credit Facility, Interest Rate Swap, Mature Date At May Two Thousand Twenty Seven | Unsecured Debt                
Line of Credit Facility [Line Items]                
Interest rate swap facility, amount       $ 75,000,000.0        
Interest rate swap facility, fixed interest (as a percent)       6.09%        
Letter of Credit | 2022 Credit Agreement | Unsecured Debt                
Line of Credit Facility [Line Items]                
Maximum borrowing capacity   $ 100,000,000.0            
Standby Letters of Credit | 2022 Credit Agreement | Unsecured Debt                
Line of Credit Facility [Line Items]                
Letters of credit outstanding, amount       $ 5,900,000        
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 | Line Of Credit Facility, Interest Rate Swap, Mature Date At Two Thousand Twenty Seven                
Line of Credit Facility [Line Items]                
Interest rate swap facility, amount               $ 150,000,000.0
Number of interest rate swaps entered into during period | interestRateSwap               2
Line of Credit | BMO Term Loan | Unsecured Debt                
Line of Credit Facility [Line Items]                
Fixed rate term loan face amount     $ 100,000,000          
Fixed rate term loan interest rate (as a percent) | Rate     1.28%          
Periodic payment, principal     $ 1,250,000          
Repayments of long-term debt $ 86,300,000              
v3.25.0.1
DEBT AND CREDIT FACILITIES - Schedule of Maturities of Long-term Debt (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Debt Disclosure [Abstract]  
2025 $ 20,000
2026 0
2027 630,000
Total $ 650,000
v3.25.0.1
NOTES RECEIVABLE - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 24, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Receivables        
Purchase of promissory note   $ 0 $ 25,000 $ 0
Subordinated Debt        
Receivables        
Purchase of promissory note $ 25,000      
Interest accrued (as a percent) 7.50%      
v3.25.0.1
NOTES RECEIVABLE - Schedule of Notes Receivable (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Notes receivable $ 38,371 $ 39,095
Less current portion 2,548 2,208
Notes receivable – non-current 35,823 36,887
Independent contractor notes receivable    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Notes receivable 5,812 6,864
MLSI subordinated promissory note    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Notes receivable 25,000 25,000
Other notes receivable    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Notes receivable $ 7,559 $ 7,231
v3.25.0.1
NOTES RECEIVABLE - Schedule of Student Notes Receivable (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Student notes receivable $ 38,371 $ 39,095
Student Loan    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Student notes receivable 68,546 64,956
Allowance for doubtful student notes receivable (21,662) (22,702)
Total student notes receivable, net of allowance 46,884 42,254
Less current portion, net of allowance 13,206 13,705
Student notes receivable – non-current $ 33,678 $ 28,549
v3.25.0.1
INCOME TAXES - Schedule of Income Tax Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Current:      
Federal $ 53,521 $ 17,624 $ 23,741
State 3,496 7,661 12,423
Foreign 2,095 2,053 489
Current income tax expense (benefit), total 59,112 27,338 36,653
Deferred:      
Federal (47,094) 10,019 38,521
State (3,106) (1,866) 4,032
Deferred income tax expense (benefit), total (50,200) 8,153 42,553
Total income tax expense $ 8,912 $ 35,491 $ 79,206
v3.25.0.1
INCOME TAXES - Schedule of Effective Income Tax Reconciliation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
Tax at statutory rate $ 8,921 $ 31,034 $ 68,205
State income taxes, net of federal tax benefits 308 4,578 12,999
Other, net (317) (121) (1,998)
Total income tax expense $ 8,912 $ 35,491 $ 79,206
v3.25.0.1
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Deferred income tax assets:    
Insurance and claims accruals $ 57,666 $ 57,168
Compensation-related accruals 10,146 9,931
Allowance for uncollectible accounts 1,918 2,797
Operating lease liabilities 12,484 8,733
Other 3,589 2,235
Gross deferred income tax assets 85,803 80,864
Deferred income tax liabilities:    
Property and equipment 305,089 351,352
Investments in equity securities 14,109 12,240
Prepaid expenses 6,391 7,118
Operating lease right-of-use assets 12,028 8,327
Investment in partnership 14,805 18,790
Other 2,897 3,217
Gross deferred income tax liabilities 355,319 401,044
Net deferred income tax liability $ 269,516 $ 320,180
v3.25.0.1
INCOME TAXES - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
Unrecognized tax benefits increase (decrease) $ (14) $ (201) $ 54
Accrued interest expense 129 70 42
Unrecognized tax benefits that would impact our effective tax rate 1,500 1,700 $ 2,000
Interest reflected as component of total liability 700 $ 500  
Significant increases or decreases for uncertain tax positions $ 0    
v3.25.0.1
INCOME TAXES - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Unrecognized Tax Benefits [Roll Forward]      
Unrecognized tax benefits, beginning balance $ 2,245 $ 2,495 $ 2,425
Gross increases – tax positions in prior period 179 161 99
Gross increases – current period tax positions 80 120 320
Reductions due to lapsed statute of limitations (269) (531) (349)
Unrecognized tax benefits, ending balance $ 2,235 $ 2,245 $ 2,495
v3.25.0.1
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS - Narrative (Details)
 12 Months Ended
Dec. 31, 2024
USD ($)
participant
installment
$ / shares
shares
Dec. 31, 2023
USD ($)
installment
$ / shares
Dec. 31, 2022
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 3,632,157    
Unrecognized compensation cost of non-vested equity compensation awards $ 10,400,000    
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 47    
Restricted Awards      
Equity Compensation [Abstract]      
Weighted average grant date fair value (in dollars per share) | $ / shares $ 39.70 $ 44.17 $ 42.27
Fair value of awards vested $ 8,200,000 $ 10,400,000 $ 7,300,000
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 $ 40.05 $ 45.07 $ 39.28
Vesting period (in months) 36 months    
Fair value of awards vested $ 4,600,000 $ 5,900,000 $ 3,000,000.0
Number of vesting installments | installment 1 1  
2024 Peformance Shares      
Equity Compensation [Abstract]      
Percentage change 25.00%    
2024 Peformance Shares | Minimum      
Equity Compensation [Abstract]      
Performance period 2 years    
2024 Peformance Shares | Maximum      
Equity Compensation [Abstract]      
Performance period 3 years    
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    
v3.25.0.1
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, 2024
Dec. 31, 2023
Dec. 31, 2022
Restricted Awards      
Equity Compensation [Abstract]      
Pre-tax compensation expense (benefit) $ 9,212 $ 10,229 $ 7,803
Tax benefit (expense) 2,349 2,634 1,954
Restricted stock and performance award expense (benefit), net of tax 6,863 7,595 5,849
Performance awards      
Equity Compensation [Abstract]      
Pre-tax compensation expense (benefit) (348) 1,723 4,690
Tax benefit (expense) (89) 444 1,174
Restricted stock and performance award expense (benefit), net of tax $ (259) $ 1,279 $ 3,516
v3.25.0.1
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS - Schedule of Equity Compensation Stock Activity (Details) - $ / shares
shares in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Restricted Awards      
Number of Restricted Awards      
Nonvested at beginning of period (in shares) 444    
Granted (in shares) 296    
Vested (in shares) (202)    
Forfeited (in shares) (17)    
Nonvested at end of period (in shares) 521 444  
Weighted- Average Grant Date Fair Value      
Nonvested at beginning of period (in dollars per share) $ 43.15    
Granted (in dollars per share) 39.70 $ 44.17 $ 42.27
Vested (in dollars per share) 43.01    
Forfeited (in dollars per share) 42.89    
Nonvested at end of period (in dollars per share) $ 41.25 $ 43.15  
Performance Shares      
Number of Restricted Awards      
Nonvested at beginning of period (in shares) 280    
Granted (in shares) 106    
Vested (in shares) (109)    
Forfeited (in shares) (89)    
Nonvested at end of period (in shares) 188 280  
Weighted- Average Grant Date Fair Value      
Nonvested at beginning of period (in dollars per share) $ 42.15    
Granted (in dollars per share) 40.05 $ 45.07 $ 39.28
Vested (in dollars per share) 38.34    
Forfeited (in dollars per share) 42.47    
Nonvested at end of period (in dollars per share) $ 42.24 $ 42.15  
v3.25.0.1
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS - Schedule of Contributions for Employee Stock Purchase Plan (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]      
Contributions for employee stock purchase plan $ 358 $ 349 $ 309
v3.25.0.1
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, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]      
401(k) Plan contributions and administrative expenses $ 6,407 $ 6,351 $ 5,921
v3.25.0.1
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, 2024
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]    
Accumulated benefit obligation $ 15,797 $ 13,843
Aggregate market value $ 12,552 $ 10,635
v3.25.0.1
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)
$ in Millions
Jul. 30, 2018
Dec. 31, 2024
Dec. 31, 2023
Loss Contingencies [Line Items]      
Commitment for property and equipment purchases   $ 47.7  
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   44.4 $ 39.8
Loss contingency, receivable, noncurrent   79.2 79.2
Loss contingency, accrual, noncurrent   $ 79.2 $ 79.2
v3.25.0.1
SEGMENT INFORMATION - Narratives (Details)
 12 Months Ended
Dec. 31, 2024
segment
reporting_unit
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]      
Number of reportable segments 2    
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) 11.00% 10.00% 14.00%
v3.25.0.1
SEGMENT INFORMATION - Schedule of Segment Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]      
Revenues from external customers $ 2,955,201 $ 3,203,553 $ 3,216,960
Revenues 3,030,258 3,283,499 3,289,978
Less operating expenses:      
Salaries, wages and benefits 1,034,877 1,072,558 1,020,609
Fuel 275,413 345,001 437,299
Supplies and maintenance 246,061 256,494 253,096
Taxes and licenses 97,230 102,684 97,929
Insurance and claims 145,398 138,516 147,365
Depreciation and amortization 290,405 299,509 279,923
Communications and utilities 17,195 18,480 15,856
Gains on sales of property and equipment (15,331) (42,440) (88,564)
Other segment items (12,661) 12,443 62,639
Reportable segment operating expenses 2,964,110 3,107,083 2,966,902
Operating income (loss) 66,148 176,416 323,076
Change in fair value (419) 2,204  
ReedTMS      
Less operating expenses:      
Change in fair value   2,700  
NEHDS      
Less operating expenses:      
Change in fair value     2,500
Reportable Operating Segments      
Segment Reporting Information [Line Items]      
Revenues from external customers 2,969,630 3,221,243 3,222,178
Less operating expenses:      
Salaries, wages and benefits 1,004,486 1,041,113 990,060
Fuel 274,145 343,462 435,254
Supplies and maintenance 221,449 232,921 229,007
Taxes and licenses 96,524 102,248 97,455
Insurance and claims 145,092 138,214 147,032
Depreciation and amortization 276,346 286,640 266,757
Rent and purchased transportation 854,233 898,869 779,345
Communications and utilities 15,867 17,544 14,970
Gains on sales of property and equipment (12,083) (46,950) (87,282)
Other segment items 19,286 21,973 18,841
Reportable segment operating expenses 2,895,345 3,036,034 2,891,439
Operating income (loss) 74,285 185,209 330,739
Other operating segments      
Less operating expenses:      
Operating income (loss) (8,137) (8,793) (7,663)
Inter-segment eliminations      
Segment Reporting Information [Line Items]      
Revenues from external customers (14,429) (17,690) (5,218)
Revenues (14,429) (17,690) (5,218)
Corporate      
Segment Reporting Information [Line Items]      
Revenues 75,057 79,946 73,018
Truckload Transportation Services      
Segment Reporting Information [Line Items]      
Revenues from external customers 2,123,864 2,293,120 2,423,468
Truckload Transportation Services | Reportable Operating Segments      
Segment Reporting Information [Line Items]      
Revenues from external customers 2,138,293 2,310,810 2,428,686
Revenues 2,138,293 2,310,810 2,428,686
Less operating expenses:      
Salaries, wages and benefits 922,921 951,712 920,166
Fuel 272,570 341,126 430,962
Supplies and maintenance 211,847 224,988 221,821
Taxes and licenses 95,541 101,149 96,461
Insurance and claims 141,654 134,319 143,914
Depreciation and amortization 261,170 271,245 256,768
Rent and purchased transportation 139,848 130,076 119,506
Communications and utilities 13,884 13,908 13,287
Gains on sales of property and equipment (10,993) (45,453) (85,268)
Other segment items 14,685 18,410 16,514
Reportable segment operating expenses 2,063,127 2,141,480 2,134,131
Operating income (loss) 75,166 169,330 294,555
Truckload Transportation Services | Inter-segment eliminations      
Segment Reporting Information [Line Items]      
Revenues from external customers (14,429) (17,690) (5,218)
Werner Logistics      
Segment Reporting Information [Line Items]      
Revenues from external customers 831,337 910,433 793,492
Werner Logistics | Reportable Operating Segments      
Segment Reporting Information [Line Items]      
Revenues from external customers 831,337 910,433 793,492
Revenues 831,337 910,433 793,492
Less operating expenses:      
Salaries, wages and benefits 81,565 89,401 69,894
Fuel 1,575 2,336 4,292
Supplies and maintenance 9,602 7,933 7,186
Taxes and licenses 983 1,099 994
Insurance and claims 3,438 3,895 3,118
Depreciation and amortization 15,176 15,395 9,989
Rent and purchased transportation 714,385 768,793 659,839
Communications and utilities 1,983 3,636 1,683
Gains on sales of property and equipment (1,090) (1,497) (2,014)
Other segment items 4,601 3,563 2,327
Reportable segment operating expenses 832,218 894,554 757,308
Operating income (loss) (881) 15,879 36,184
Werner Logistics | Inter-segment eliminations      
Segment Reporting Information [Line Items]      
Revenues from external customers $ 0 $ 0 $ 0
v3.25.0.1
SEGMENT INFORMATION - Schedule of Revenue and Long-Lived Assets, by Geographical Areas (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]      
Revenues $ 3,030,258 $ 3,283,499 $ 3,289,978
Long-lived Assets 1,934,236 1,972,956 1,825,276
United States      
Segment Reporting Information [Line Items]      
Revenues 2,854,184 3,089,205 3,051,788
Long-lived Assets 1,912,997 1,948,039 1,795,337
Mexico      
Segment Reporting Information [Line Items]      
Revenues 147,761 159,170 191,126
Long-lived Assets 21,165 24,818 29,819
Other      
Segment Reporting Information [Line Items]      
Revenues 28,313 35,124 47,064
Long-lived Assets 74 99 120
Total foreign countries      
Segment Reporting Information [Line Items]      
Revenues 176,074 194,294 238,190
Long-lived Assets $ 21,239 $ 24,917 $ 29,939
v3.25.0.1
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Allowance for doubtful accounts      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period $ 9,337 $ 10,271 $ 9,169
Charged  (Credited) to Costs and Expenses (1,725) 516 1,956
Write-offs (Recoveries) of Doubtful Accounts 443 1,450 854
Balance at End of Period 7,169 9,337 10,271
Allowance for doubtful student notes      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period 22,702 23,491 22,911
Charged  (Credited) to Costs and Expenses 22,490 22,318 20,301
Write-offs (Recoveries) of Doubtful Accounts 23,530 23,107 19,721
Balance at End of Period $ 21,662 $ 22,702 $ 23,491