Acquisition of ReedTMS Logistics slide image

Acquisition of ReedTMS Logistics

TRANSACTION 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
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