[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Werner's Q3 and 9M 2023 financial statements show significant net income decline, increased assets, and decreased cash [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income) Consolidated statements of income for Q3 and 9M 2023 show significant declines in operating and net income Consolidated Statements of Income (Q3 & 9M 2023 vs 2022) | Metric (In thousands, except per share) | Q3 2023 | Q3 2022 | YoY Change | 9M 2023 | 9M 2022 | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Operating Revenues** | $817,744 | $827,606 | -1.2% | $2,461,554 | $2,428,487 | +1.4% | | **Operating Income** | $37,900 | $76,261 | -50.3% | $138,484 | $234,695 | -41.0% | | **Net Income Attributable to Werner** | $23,704 | $55,051 | -56.9% | $88,809 | $181,090 | -51.0% | | **Diluted EPS** | $0.37 | $0.86 | -57.0% | $1.39 | $2.79 | -50.2% | - Operating expenses increased to **$779.8 million** in Q3 2023 from **$751.3 million** in Q3 2022, driven primarily by a **19.8% rise** in Rent and purchased transportation costs, leading to a significant drop in operating income[12](index=12&type=chunk) [Consolidated Condensed Balance Sheets](index=6&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) Condensed balance sheets show increased total assets and liabilities, with a significant decrease in cash and cash equivalents Condensed Balance Sheet Comparison | Metric (In thousands) | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $644,808 | $762,615 | | **Property and Equipment, net** | $1,986,890 | $1,825,276 | | **Total Assets** | $3,194,462 | $3,097,255 | | **Total Current Liabilities** | $329,664 | $309,520 | | **Long-term Debt** | $686,250 | $687,500 | | **Total Liabilities** | $1,643,299 | $1,614,921 | | **Total Stockholders' Equity** | $1,512,215 | $1,443,635 | - Cash and cash equivalents decreased significantly to **$42.8 million** as of September 30, 2023, from **$107.2 million** at the end of 2022, while property and equipment, net, increased due to continued fleet investment[18](index=18&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash flow statements show increased operating cash but higher investing usage, leading to a net decrease in cash and equivalents Cash Flow Summary (Nine Months Ended Sep 30) | Cash Flow Activity (In thousands) | 2023 | 2022 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $356,019 | $332,716 | | **Net cash used in investing activities** | ($402,050) | ($268,747) | | **Net cash provided by (used in) financing activities** | ($19,978) | $7,450 | | **Net (decrease) increase in cash** | ($64,486) | $71,487 | - Investing activities were significantly higher in the first nine months of 2023, primarily due to a **$150.2 million increase** in additions to property and equipment compared to the prior year period[20](index=20&type=chunk) [Notes to Consolidated Financial Statements (Unaudited)](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20%28Unaudited%29) Notes detail accounting policies, acquisition allocations, segment performance, debt, and a significant **$92.0 million** legal contingency - The company finalized the purchase price allocation for the ReedTMS acquisition at **$108.6 million**, resulting in **$49.2 million** of goodwill[30](index=30&type=chunk)[33](index=33&type=chunk) - The company is appealing an adverse jury verdict from 2018 with a final judgment of **$92.0 million**, with maximum liability stated at **$10.0 million** plus interest due to insurance coverage, and a recorded liability of **$38.3 million** as of September 30, 2023[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) Segment Operating Income (Q3 & 9M 2023 vs 2022) | Segment (In thousands) | Q3 2023 Operating Income | Q3 2022 Operating Income | 9M 2023 Operating Income | 9M 2022 Operating Income | | :--- | :--- | :--- | :--- | :--- | | **Truckload Transportation Services** | $38,846 | $74,117 | $134,991 | $214,214 | | **Werner Logistics** | $2,012 | $5,145 | $11,304 | $26,316 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q3 2023 operating income drop to challenging freight, lower equipment gains, and inflation [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Operating results show challenging freight impacting TTS, Logistics revenue growth with declining income, and reduced equipment sale gains - The freight market remained challenging in Q3 2023, negatively impacting One-Way Truckload due to less available freight, high spot rate exposure, and pricing pressure, while Dedicated freight demand remained steady and Logistics volumes performed well[104](index=104&type=chunk) TTS Segment Key Metrics (Q3 2023 vs Q3 2022) | Metric | Q3 2023 | Q3 2022 | % Change | | :--- | :--- | :--- | :--- | | **Operating Revenues (in thousands)** | $572,195 | $621,866 | -8.0% | | **Operating Income (in thousands)** | $38,846 | $74,117 | -47.6% | | **Operating Ratio** | 93.2% | 88.1% | +5.1 pts | | **Average Tractors in Service** | 8,226 | 8,513 | -3.4% | Werner Logistics Segment Key Metrics (Q3 2023 vs Q3 2022) | Metric | Q3 2023 | Q3 2022 | % Change | | :--- | :--- | :--- | :--- | | **Operating Revenues (in thousands)** | $230,252 | $187,138 | +23.0% | | **Operating Income (in thousands)** | $2,012 | $5,145 | -60.9% | | **Operating Margin** | 0.9% | 2.7% | -1.8 pts | - Gains on sales of property and equipment decreased significantly to **$9.1 million** in Q3 2023 from **$21.5 million** in Q3 2022, contributing to the decline in profitability, with full-year 2023 gains expected to be between **$42 million** and **$47 million**[128](index=128&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity and capital resources detail cash, credit facility, operating cash flow, capital expenditures, and stock repurchases - As of September 30, 2023, the company had **$42.8 million** in cash and cash equivalents and **$424.0 million** available for borrowing under its **$1.075 billion** credit facility[144](index=144&type=chunk) - Net cash from operations for the first nine months of 2023 was **$356.0 million**, a **7.0% increase** from the prior year, driven by working capital improvements[146](index=146&type=chunk) - Net capital expenditures for 2023 are estimated to be in the range of **$425 million to $450 million**, a significant increase from **$317.6 million** in 2022[147](index=147&type=chunk) - The company did not repurchase any common stock in the first nine months of 2023, compared to repurchasing **$110.4 million** in the same period of 2022, with **2,311,810 shares** remaining available for repurchase under the current authorization[150](index=150&type=chunk)[168](index=168&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from commodity prices, foreign currency, and interest rates, managed via surcharges and debt - **Commodity Price Risk:** The company recovers a majority, but not all, of fuel price increases through customer surcharges, and as of September 30, 2023, no derivative financial instruments were used to hedge against fuel price fluctuations[157](index=157&type=chunk) - **Interest Rate Risk:** The company had **$320.0 million** of unhedged variable interest rate debt outstanding at September 30, 2023, where a hypothetical one-percentage point increase in the SOFR interest rate would increase interest expense by approximately **$4.1 million** over a 12-month period[160](index=160&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures are effective at a reasonable assurance level[161](index=161&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[162](index=162&type=chunk) [PART II – OTHER INFORMATION](index=31&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company refers to Note 10 for legal proceedings, including a **$92.0 million** adverse verdict under appeal - For details on legal proceedings, the report directs readers to Note 10 in the Notes to Consolidated Financial Statements[165](index=165&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were disclosed from the company's 2022 Form 10-K - There have been no material changes to the risk factors disclosed in the company's 2022 Form 10-K[167](index=167&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company did not repurchase common stock in Q3 2023, with **2,311,810 shares** remaining for repurchase - No shares of common stock were repurchased during the third quarter of 2023[169](index=169&type=chunk) - As of September 30, 2023, the company had **2,311,810 shares** remaining available for repurchase under its current stock repurchase program[168](index=168&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated trading arrangements during Q3 2023 - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during Q3 2023[170](index=170&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate documents and CEO/CFO certifications

WERNER 3Q23 EARNINGS PRESENTATION NOVEMBER 1, 2023 WE KEEP AMERICA MOVING® DISCLOSURE 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 forwardlooking statements are based on information presently available to the Company's mana ...

Financial Data and Key Metrics Changes - In Q3 2023, total revenues decreased by 1% year-over-year to $818 million, while net of fuel surcharges, revenues grew by 3% [11][23] - Adjusted EPS was $0.42, down from $0.48 year-over-year, reflecting macroeconomic challenges [24] - Adjusted operating income was $42 million, with an operating margin of 5.1%, a decrease of 47% and 450 basis points respectively compared to the prior year [24] Business Line Data and Key Metrics Changes - Truckload Transportation Services (TTS) total revenue for Q3 was $572 million, down 8%, with revenues net of fuel surcharges falling 4% to $489 million [26] - Logistics segment revenue increased by 23% year-over-year to $230 million, driven by strong performance in truckload brokerage [36] - One-Way Trucking revenue decreased by 7% year-over-year to $176 million, with average truck count down 6% [35] Market Data and Key Metrics Changes - The freight market remained challenging in Q3, with dedicated demand steady but margins impacted by downward pricing pressure [20] - The company noted a pipeline of opportunities in logistics, despite mixed consumer behavior signals [21] - The average length of haul has decreased, impacting pricing, but there are signs of improvement in recent months [92] Company Strategy and Development Direction - The company is focused on a multi-year technology strategy, including the transition to the EDGE TMS platform, which is expected to enhance operational efficiency [15][18] - The strategy aims to improve customer experience and optimize costs through better visibility and integration of freight [18] - The company is committed to maintaining pricing discipline in dedicated services while exploring growth opportunities [77] Management's Comments on Operating Environment and Future Outlook - Management described the current operating environment as one of the most challenging periods in their career, emphasizing the need for cost-saving initiatives [14][50] - There is cautious optimism about future freight conditions as capacity exits the market, potentially leading to a more balanced supply-demand scenario [20][85] - The company expects a muted peak season due to cautious consumer behavior and inventory normalization [21] Other Important Information - The company has identified over $43 million in run rate savings through cost-saving programs, achieving over 70% of targeted savings by the end of Q3 [25] - The company ended Q3 with $690 million in debt, reflecting a strong balance sheet and ample credit capacity for growth [43] Q&A Session Summary Question: Update on fleet allocation to the spot market - Management indicated that approximately 15% of the fleet is currently in the spot market, which is higher than desired, but efforts are being made to reduce this exposure [54][55] Question: Current spread for spot-related trucks relative to contractual rates - The spread for spot-related trucks is currently in the $0.40 to $0.60 range, remaining stable over recent months despite pricing pressures [57] Question: Cost efficiencies to improve operating ratio - Management acknowledged ongoing cost improvements in various categories, including supplies and maintenance, and emphasized the potential for further efficiencies [60][63] Question: Impact of technology investments on expenses - Management noted that technology investments are burdening the P&L but are expected to yield long-term benefits in operational effectiveness and market adaptability [70][73] Question: Competitive pressures in the dedicated market - Management confirmed increased interest in dedicated services but emphasized the importance of maintaining pricing discipline and focusing on high-quality service [76][77] Question: Industry capacity and down cycle duration - Management expressed optimism about nearing the end of the current down cycle, citing recent trends in truck activations and inventory levels [84][85]

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements%3A) This section presents the unaudited consolidated financial statements for Q2 2023 and 2022, covering Income, Balance Sheets, Cash Flows, and detailed Notes on key financial items [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income) In Q2 2023, operating revenues decreased to $811.1 million, with operating income falling to $47.2 million and net income attributable to Werner dropping to $29.9 million Q2 2023 vs Q2 2022 Income Statement Highlights | Metric (in thousands, except per share) | Q2 2023 (in thousands) | Q2 2022 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Operating Revenues** | $811,096 | $836,276 | -3.0% | | **Operating Income** | $47,198 | $74,923 | -37.0% | | **Net Income Attributable to Werner** | $29,881 | $72,290 | -58.7% | | **Diluted EPS** | $0.47 | $1.12 | -58.0% | Six Months Ended June 30, 2023 vs 2022 Income Statement Highlights | Metric (in thousands, except per share) | 6M 2023 (in thousands) | 6M 2022 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Operating Revenues** | $1,643,810 | $1,600,881 | +2.7% | | **Operating Income** | $100,584 | $158,434 | -36.5% | | **Net Income Attributable to Werner** | $65,105 | $126,039 | -48.3% | | **Diluted EPS** | $1.02 | $1.93 | -47.2% | [Consolidated Condensed Balance Sheets](index=6&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) As of June 30, 2023, total assets were $3.11 billion, liabilities decreased to $1.57 billion, and stockholders' equity increased to $1.50 billion, while cash declined to $46.5 million Balance Sheet Summary (in thousands) | Metric | June 30, 2023 (in thousands) | Dec 31, 2022 (in thousands) | | :--- | :--- | :--- | | **Cash and cash equivalents** | $46,502 | $107,240 | | **Total current assets** | $609,335 | $762,615 | | **Property and equipment, net** | $1,944,424 | $1,825,276 | | **Total assets** | $3,105,193 | $3,097,255 | | **Total current liabilities** | $315,129 | $309,520 | | **Long-term debt, net** | $636,250 | $687,500 | | **Total liabilities** | $1,568,975 | $1,614,921 | | **Total stockholders' equity** | $1,497,070 | $1,443,635 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the first half of 2023, net cash from operations increased to $281.8 million, while net cash used in investing activities rose to $280.3 million, and financing activities used $64.2 million Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2023 (in thousands) | 2022 (in thousands) | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $281,790 | $267,527 | | **Net cash used in investing activities** | ($280,317) | ($169,680) | | **Net cash used in financing activities** | ($64,196) | ($97,941) | | **Net (decrease) increase in cash** | ($60,738) | $228 | | **Cash and cash equivalents, end of period** | $46,502 | $54,424 | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20%28Unaudited%29%20as%20of%20June%2030%2C%202023) These notes detail accounting policies, acquisition adjustments, disaggregated revenue trends, investment commitments, debt structure, and updates on significant legal proceedings - The purchase price allocation for the ReedTMS acquisition was adjusted during the first six months of 2023, resulting in a **$3.6 million decrease in goodwill**[33](index=33&type=chunk)[42](index=42&type=chunk) Revenue by Source (Six Months Ended June 30, in thousands) | Revenue Source | 2023 (in thousands) | 2022 (in thousands) | | :--- | :--- | :--- | | Truckload Transportation Services | $1,158,522 | $1,172,033 | | Werner Logistics | $453,218 | $392,869 | - As of June 30, 2023, total outstanding debt was **$640.0 million**. In July 2023, the company entered into four additional interest rate swap agreements for a notional amount of **$130 million** to hedge against interest rate increases[70](index=70&type=chunk)[91](index=91&type=chunk) - The company is appealing an adverse **$92.0 million** jury verdict from a 2014 accident, with the Texas Court of Appeals affirming the judgment in May 2023, leading to a Petition for Review with the Texas Supreme Court[75](index=75&type=chunk)[77](index=77&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes the company's financial performance, highlighting the challenging Q2 2023 freight market, segment results, cost inflation, liquidity, and capital allocation strategy [Overview](index=22&type=section&id=Overview) Werner operates two segments, Truckload Transportation Services (TTS) and Werner Logistics, with performance driven by economic conditions, freight demand, and efficient resource management - The company operates two reportable segments: **Truckload Transportation Services (TTS)** and **Werner Logistics**[96](index=96&type=chunk) - Key success factors include efficient resource management, adapting to customer demand, and managing variable costs such as driver pay, fuel, and insurance[96](index=96&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Q2 2023 saw a 3.0% decrease in operating revenues and a 37.0% drop in operating income, driven by a soft freight market, pricing pressure in TTS, and lower gains on equipment sales Q2 2023 vs Q2 2022 Segment Operating Income (in thousands) | Segment | Q2 2023 (in thousands) | Q2 2022 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Truckload Transportation Services | $45,159 | $64,004 | -29.4% | | Werner Logistics | $4,355 | $12,490 | -65.1% | - One-Way Truckload was challenged by a soft freight market, with average revenues per total mile (net of fuel surcharge) decreasing **5.2% YoY** in Q2 2023[109](index=109&type=chunk) - Fuel expense decreased **38.0%** in Q2 2023 due to significantly lower average diesel fuel prices[118](index=118&type=chunk) - Gains on sales of property and equipment fell to **$11.9 million** in Q2 2023 from **$20.7 million** in Q2 2022, reflecting lower used equipment prices[130](index=130&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with **$46.5 million** in cash and **$476.4 million** in available borrowing capacity, funding projected capital expenditures of **$400-$450 million** through cash flow and borrowing - As of June 30, 2023, the company had **$46.5 million** in cash and cash equivalents and **$476.4 million** of available borrowing capacity[146](index=146&type=chunk) - Net cash provided by operating activities for the first six months of 2023 was **$281.8 million**, an increase of **5.3% YoY**[148](index=148&type=chunk) - The company estimates net capital expenditures for 2023 to be in the range of **$400 million to $450 million**[149](index=149&type=chunk) - No shares of common stock were repurchased during the six months ended June 30, 2023[152](index=152&type=chunk) [Regulations](index=31&type=section&id=Regulations) The company is adapting its fleet plans to comply with California's stricter emissions regulations, effective 2024, which were authorized by the EPA in March 2023 - In March 2023, the EPA granted California the authority to enforce stricter environmental rules for vehicles beginning with the **2024 model year**[154](index=154&type=chunk) - Approximately **4%** of the company's truck miles in 2022 were in California[154](index=154&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from diesel fuel prices, foreign currency exchange rates, and interest rates, which are managed through surcharges and interest rate swaps - The company is exposed to market risk from **diesel fuel prices**, **foreign currency exchange rates** (primarily Mexican Peso), and **interest rates**[158](index=158&type=chunk) - A hypothetical one-percentage point increase in the SOFR interest rate would increase annual interest expense by approximately **$4.5 million** on its **$450.0 million** of unhedged variable-rate debt[162](index=162&type=chunk) - To mitigate interest rate risk, the company uses interest rate swaps and entered into four additional agreements in July 2023 for a notional amount of **$130.0 million**[162](index=162&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures are effective, with no material changes to internal control over financial reporting during the quarter - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures are effective at a reasonable assurance level[163](index=163&type=chunk) - No material changes to internal control over financial reporting were identified during the most recent fiscal quarter[164](index=164&type=chunk) [PART II – OTHER INFORMATION](index=32&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 10 of the Consolidated Financial Statements for detailed information on ongoing legal proceedings - For information regarding legal proceedings, the report refers to Note 10 in the Notes to Consolidated Financial Statements[167](index=167&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2022 Annual Report on Form 10-K - There have been no material changes from the risk factors disclosed in the company's 2022 Form 10-K[169](index=169&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2023, Werner Enterprises did not repurchase any common stock, with **2,311,810 shares** remaining available under the current authorization - No shares of common stock were repurchased during the second quarter of 2023[171](index=171&type=chunk) - As of June 30, 2023, **2,311,810 shares** remained available for repurchase under the Board's authorization[170](index=170&type=chunk) [Other Information](index=33&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during Q2 2023 - During Q2 2023, no Company director or officer adopted or terminated a Rule 10b5-1 trading arrangement[172](index=172&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, incentive plans, CEO/CFO certifications, and iXBRL financial data - Lists all exhibits filed with the quarterly report, including required CEO/CFO certifications (Sections 302 and 906) and iXBRL financial data[174](index=174&type=chunk)

Werner Enterprises, Inc. (NASDAQ:WERN) Q2 2023 Earnings Conference Call August 3, 2023 5:00 PM ET Company Participants Chris Neil – Senior Vice President-Pricing and Strategic Planning Derek Leathers – Chairman, President and Chief Executive Officer Chris Wikoff – Executive Vice President, Treasurer and Chief Financial Officer Conference Call Participants Ravi Shanker – Morgan Stanley Bascome Majors – Susquehanna Elliot Alper – TD Cowen Jack Atkins – Stephens Jeff Kauffman – Vertical Research Partners Eric ...

Q2 2023 Financial Highlights - Revenues decreased by 3% year-over-year to $811 million[10] - GAAP EPS decreased by 58% year-over-year to $047[10] - Adjusted EPS decreased by 40% year-over-year to $052[10] - Adjusted Operating Income decreased by 34% year-over-year to $511 million[10] - Adjusted TTS Operating Margin decreased by 370 bps year-over-year to 97%[10] Truckload Transportation Services (TTS) Results - TTS revenues decreased by 7% year-over-year to $5702 million[21] - TTS revenues, net of fuel surcharges, decreased by 03% year-over-year to $4935 million[21] - Adjusted Operating Income for TTS decreased by 28% year-over-year to $479 million[21] - Adjusted Operating Margin for TTS decreased by 370 bps year-over-year to 97%[21] Werner Logistics Results - Werner Logistics revenues increased by 10% year-over-year to $2245 million[25] - Adjusted Operating Income for Werner Logistics decreased by 58% year-over-year to $55 million[25] - Adjusted Operating Margin for Werner Logistics decreased by 400 bps year-over-year to 24%[25]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-14690 WERNER ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Nebraska 47-0648386 (State or other jurisdiction of incorporation or organizatio ...

Financial Data and Key Metrics Changes - In Q1 2023, revenues increased by 9% year-over-year, while adjusted EPS decreased by 37% to $0.60. The adjusted TTS operating margin for the quarter was 10.7%, compared to 13.8% for the last 12 months [19][19][19] - The dedicated freight demand was solid and steady, with a sequential decline of 105 trucks in the dedicated fleet [19][20] - Despite a nearly 40% year-over-year decline in spot freight rates, the revenue per mile only decreased by 3%, which was at the upper end of the guidance range [22][22] Business Line Data and Key Metrics Changes - Truckload Transportation Services (TTS) revenues increased by 5%, but adjusted operating income decreased by 31%, with a decline in adjusted operating margin of 570 basis points year-over-year due to increased operating expenses [33][33] - Dedicated revenues net of fuel increased by 9%, with average trucks up by 4% and revenue per truck increasing by 5% [39][39] - Logistics revenues grew by 21%, driven by the acquisition of ReedTMS Logistics, which contributed to a significant increase in refrigerated Truckload Logistics business [40][40] Market Data and Key Metrics Changes - The freight market in Q1 2023 was challenging, with a significant decline in spot rates and overall freight demand [54][56] - Retail inventory destocking is nearing completion, with large retailers reporting a reduction in inventory dollars per store, indicating a potential increase in freight shipments [92][92] Company Strategy and Development Direction - The company is focused on operational execution and maintaining a resilient portfolio through its dedicated fleet and diversified logistics segment [10][10] - The strategy includes reinvesting in the truck and trailer fleet, enhancing technology, and capturing synergies from recent acquisitions [45][46] - The company aims to build a premier Final Mile solution and continues to prioritize investments in technology and sustainability [62][62] Management's Comments on Operating Environment and Future Outlook - Management anticipates continued challenges in the freight market for the second and potentially third quarters, with expectations for improvement in the second half of the year [56][56] - The company is optimistic about its ability to maintain long-term operating margin guidance of 12% to 17%, despite current market pressures [68][68] Other Important Information - The company ended Q1 with over $500 million in liquidity and a low net debt-to-EBITDA ratio of 0.9x, indicating a strong financial position [43][43] - The integration of ReedTMS and Werner Brokerage is on track, with significant progress in systems integration and cost savings [31][31] Q&A Session Summary Question: Current market conditions and outlook - Management noted that April showed signs of improvement in freight flows, particularly in the food and beverage sector, but remained cautious about the overall market outlook [66][66] Question: Maintaining TTS margin range - Management emphasized a focus on cost control and operational efficiency to stay within the long-term margin guidance, despite challenges faced in Q1 [68][68] Question: Performance of Dedicated and One-Way margins - Management confirmed that Dedicated margins remain intact, but One-Way margins faced more significant pressure due to increased costs [74][74] Question: Revenue per mile guidance - Management indicated that negative rate renewals would pressure One-Way trucking metrics, but there are opportunities for improvement as the market stabilizes [88][88] Question: Demand outlook from retail customers - Management reported that large retailers are nearing the end of their inventory destocking phase, which could lead to increased freight shipments [92][92]

WERNER 1Q23 EARNINGS PRESENTATION MAY 3, 2023 WE KEEP AMERICA MOVING® DISCLOSURE 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 manageme ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 14507 Frontier Road Post Office Box 45308 Omaha , Nebraska 68145-0308 (Address of principal executive offices) (Zip Code) [Mark one] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15( ...