Acquisition of ReedTMS Logistics

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Werner

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2022

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#1WERNER WE KEEP AMERICA MOVINGⓇ Acquisition of ReedTMS Logistics KOH WERNER November 7, 2022 WERNER WERNER FREIGHTLINDR 53#2DISCLOSURE STATEMENT This presentation may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the Company's management and are current only as of the date made. Such statements are by nature subject to uncertainties and risks, including but not limited to, the impact of the coronavirus pandemic (COVID-19) and the operational, financial and legal risks detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, and subsequently filed Quarterly Reports on Form 10-Q. These risks and uncertainties could cause actual results or events to differ materially from historical results or those anticipated. For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure. WERNER WE KEEP AMERICA MOVING 2#3INCREASING DURABILITY AND RESILIENCE AS WE GROW ● ● ● ● ● ● ● ● ● ● Announced new metrics-based management performance pay program Reinvested in vertically integrated, owned driver training school network focusing on driver quality Expanded Dedicated fleet to create more durable and resilient revenue and income streams Achieved lower fleet age; 2019 CapEx normalized and targeted net CapEx at 11% - 13% of annual revenues Furthered our journey toward a more balanced revenue portfolio Maintained modestly higher debt; serving to reduce overall cost of capital Sold Werner Global Logistics Acquired ECM and NEHDS Published inaugural CSR report Raised long-term TTS operating margin % goals WERNER WE KEEP AMERICA MOVING 2017 2019 2021 2016 2018 2020 2022 ● . ● ● ● ● ● Derek Leathers named President and CEO Launched 5Ts Strategy Increased CapEx to: Further lower fleet age, enhance truck features, improve service and our driver experience Strengthen our terminal network Began implementing balanced revenue portfolio Established quarterly earnings calls in 4Q18, including guidance metrics Continued to intentionally focus on alignment with customers who are winning in their vertical and who view their supply chain as a competitive advantage Announced Werner EDGE, commitment to technology & innovation and Cloud First, Cloud Now strategy Introduced sustainability as a new core strategy component of 5Ts + S Began diversifying and strengthening our board of directors Established new long-term TTS operating margin % goals Partnered with Mastery Logistics Expanded driver training school network locations from 13 (as of 12/20) to 22 (as of 3/22) Published CSR Update Acquired Baylor Trucking and ReedTMS Logistics Launched Werner DRIVE 953 ECHNOLDST DURABLE YOUCKS WERNER DRIVE VALUES TERMINALS RESULTS INNOVATION 3#4EARNINGS GROWTH ADJUSTED EPS1 TRENDING $1.20 WERNER WE KEEP AMERICA MOVING $1.00 $0.80 $0.60 $0.40 $0.20 $0.00 Qtr Adj EPS 4 Qtr Rolling Adj EPS l mid 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 FOCUSED ON SHAREHOLDER VALUE CREATION $4.00 1 See attached Reconciliation of Non-GAAP Financial Measures $3.50 $3.00 $2.50 $2.00 $1.50 Consistent earnings growth following implementation of 5Ts + S strategy Record third quarter 2022 adjusted EPS, the ninth consecutive quarter of record quarterly adjusted EPS $1.00 4#5DYNAMIC TRACK RECORD OF SUCCESSFUL ACQUISITIONS STRATEGIC FILTERS Acquired Date Acquisition Price¹ Business Annual Revenues, TTM² Trucks; Trailers Growth, profitability Expands/deepens/enhances geographic footprint Additive to service offerings Similar customer- and safety-centric cultures Opportunity for synergies and cost savings Experienced management team Strategic Overview of Acquisition WERNER WE KEEP AMERICA MOVINGⓇ ELM TRANSPORT, LLC July 1, 2021 $141.3M (80% ownership stake with option to buy remaining 20%) Regional Truckload $108M 500; 2,000 ✓ ✓ Grew terminal, fleet and driver footprint in the strategic Mid-Atlantic, Ohio and Northeast regions with an elite regional carrier NE HDS LOGISTICS November 22, 2021 $62.3M Final Mile Home Delivery $71M 400 Company & Contractor 28-foot trucks Expanded Dedicated Final Mile home delivery capabilities with a growing market leader primarily serving the Northeast and Midwest U.S. and expanding in the Mid-Atlantic and Southeast Baylor TRUCKING October 1, 2022 $95M (including $15M earnout) Truckload $82M 200; 980 Impeccable safety and service record and expertise with expedited and high-value shipments; adds scale to One-Way Truckload segment and adds expertise in pharmaceutical vertical ReedTMS LOGISTICS November 5, 2022 $112.4M (including $7.5M earnout) Brokerage and Truckload $372M 130; 775 ✓ ✓ Expands and diversifies freight brokerage capabilities with a growing logistics leader; emphasis on food and beverage verticals; strong temperature controlled and produce delivery experience ¹ Prices may be subject to adjustments, refer to SEC filings; 2 Trailing twelve-month period prior to acquisition date (Revenues for ECM were 12 months ended 12/31/20, NEHDS were 12 months ended 9/30/21, Baylor were 12 months ended 8/31/22 and ReedTMS were 12 months ended 9/30/22), 5#6TRANSACTION HIGHLIGHTS Terms Financing & Closing Strategic Rationale WERNER WE KEEP AMERICA MOVING ● 100% equity ownership in Reed Transport Services, Inc and RTS-TMS Inc, doing business as ReedTMS Logistics (ReedTMS); corporate headquarters in Tampa, FL ReedTMS generated annual revenues of $372 million in the twelve months ended September 30, 2022 Strategic investment in growing freight brokerage business that expands and diversifies our capabilities in the food and beverage verticals ● Purchase price of $112.4 million, which includes a maximum $7.5 million earnout based on 2023 EBITDA Werner financed the transaction through its existing credit facilities Transaction closed November 5, 2022, and is expected to be accretive in 2023 ReedTMS has deep long-term customer relationships, a large carrier network and delivers superior customer service with two-thirds of freight brokerage revenues in the stable food and beverage verticals ReedTMS achieved a 28% annual compound growth rate of revenues over the last five years Expands capabilities of our Werner Logistics service offerings Strong temperature control and produce delivery experience Very little overlap in the ReedTMS and Werner customer base; adding customers with significant growth potential Combines similar cultures focused on talent, safety, customer service excellence, on-time service and innovation ● Experienced ReedTMS leadership team remains with the business, talented and highly motivated associates Committed to a culture focused on valuing the contributions of associates, customers and carriers Shared values working with winning customers with high expectations, establishing long-term mutual service and capacity objectives, and delivering best-in-class performance to stabilize volume and minimize churn 6#7ReedTMS LOGISTICS OVERVIEW 1996 Founded 35% 10% 11% WERNER WE KEEP AMERICA MOVING 42% Tampa, FL Headquarters Revenues mix 47% 65% $372M TTM Revenues Freight brokerage (90%) 65% contractual 35% transactional 47% temperature control 42% dry van 11% flatbed/other Truckload (10%) 130 trucks/company drivers 775 trailers 2 operating centers win ReedTMS the CONTICS 7#8WERNER + BAYLOR + ReedTMS PRO FORMA PREMIUM TRUCKLOAD TRANSPORTATION & LOGISTICS SERVICES PROVIDER Omaha, NE Headquarters 23% 2021 REVENUES BY SEGMENT Werner 2% $2.4B Market Cap¹ 30% 00 75% Werner + Baylor + ReedTMS Pro Forma 2% WERNER WE KEEP AMERICA MOVING 68% ▪ Truckload Transportation Services (TTS) ▪ Werner Logistics ▪ Driver Training Schools and Other $3.6B Total revenues¹ $2.5B TTS¹ 2021 REVENUES BY VERTICAL Top 50 Customers Retail Manuf./Ind. Food & Beverage Logistics/Other $1.1B Logistics¹ 9% 8% 16% 18% 19% 15% 56% 59% Werner 8,910 TTS Trucks1 2021 REVENUES BY CUSTOMER Top 5 Top 10 Top 25 TTS Trucks 5,560 Dedicated ¹ 3,350 One-Way¹ Top 50 34% 38% 45% 49% 60% 66% 73% 79% Werner + Baylor + ReedTMS Werner + Baylor + ReedTMS ■Werner 1 As of 10/28/22 for Market Cap and Dividend Yield. As of and for the twelve months ended 9/30/22 for TTS, Dedicated and One-Way trucks, total revenues and logistics revenues, which includes pro-forma Baylor (acquired 10/1/22) and pro-forma ReedTMS (acquired 11/05/22). 8

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