PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Werner Enterprises' unaudited interim consolidated financial statements as of September 30, 2021, covering income, balance, and cash flow [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income) The company reported significant growth in revenues and net income for both the third quarter and the first nine months of 2021 compared to the same periods in 2020, with Q3 2021 operating revenues increasing by **19.1%** to **$702.9 million** and net income rising by **37.6%** to **$63.8 million** Consolidated Statements of Income Highlights (in thousands, except per share amounts) | Metric | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | YoY Change | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Operating Revenues** | $702,891 | $590,214 | 19.1% | $1,969,151 | $1,751,876 | 12.4% | | **Operating Income** | $71,324 | $62,103 | 14.8% | $210,658 | $145,987 | 44.3% | | **Net Income Attributable to Werner** | $63,761 | $46,332 | 37.6% | $182,285 | $108,522 | 68.0% | | **Diluted EPS** | $0.94 | $0.67 | 40.3% | $2.68 | $1.56 | 71.8% | [Consolidated Condensed Balance Sheets](index=6&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) As of September 30, 2021, total assets increased to **$2.48 billion** from **$2.16 billion** at year-end 2020, primarily due to the ECM acquisition, while total liabilities rose to **$1.14 billion** and stockholders' equity grew to **$1.31 billion** Balance Sheet Summary (in thousands) | Account | September 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Current Assets** | $569,791 | $456,916 | | **Property and Equipment, net** | $1,606,526 | $1,543,258 | | **Goodwill** | $44,710 | $0 | | **Total Assets** | **$2,479,141** | **$2,156,676** | | **Total Current Liabilities** | $261,228 | $274,014 | | **Long-term Debt** | $343,750 | $175,000 | | **Total Liabilities** | **$1,135,969** | **$961,636** | | **Total Stockholders' Equity** | **$1,306,557** | **$1,195,040** | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2021, net cash from operating activities was **$253.3 million**, a decrease from the prior year, while net cash used in investing activities significantly increased to **$308.9 million** due to the ECM acquisition Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Cash Flow Activity | 2021 | 2020 | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $253,344 | $346,396 | | **Net Cash used in Investing Activities** | ($308,907) | ($180,986) | | **Net Cash from (used in) Financing Activities** | $71,869 | ($156,408) | | **Net Increase in Cash** | $16,094 | $7,034 | [Notes to Consolidated Financial Statements (Unaudited)](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20%28Unaudited%29) The notes detail key events and accounting treatments, including the **$141.3 million** ECM acquisition, strong segment revenue growth, significant unrealized gains on equity investments, and an increase in total debt to **$350.0 million** - On July 1, 2021, the company acquired an **80%** ownership interest in ECM Associated, LLC for **$141.3 million** to expand its fleet size and geographic presence. The acquisition added nearly **500** trucks and **2,000** trailers[34](index=34&type=chunk)[35](index=35&type=chunk) - The company recognized a **$28.2 million** unrealized gain on its investment in Mastery Logistics Systems, Inc. (MLSI) and an **$8.1 million** unrealized gain on its TuSimple investment during the first nine months of 2021[70](index=70&type=chunk)[71](index=71&type=chunk) - Total outstanding debt increased to **$350.0 million** as of September 30, 2021, up from **$200.0 million** at year-end 2020, primarily to finance the ECM acquisition[74](index=74&type=chunk) Segment Revenues (in thousands) | Segment | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | **Truckload Transportation Services** | $527,697 | $458,256 | $1,481,846 | $1,368,172 | | **Werner Logistics** | $157,968 | $117,351 | $437,494 | $339,678 | [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 discusses strong Q3 2021 performance driven by robust freight market conditions and the ECM acquisition, despite driver shortages and rising costs - The acquisition of an **80%** interest in ECM on July 1, 2021, for **$141.3 million** was a key strategic move, adding a regional truckload carrier with nearly **500** trucks and **2,000** trailers[102](index=102&type=chunk) - Management highlights a strong freight market in Q3 2021, driven by robust consumer demand, but notes this is concurrent with an extremely competitive driver market and shortfalls in new truck manufacturing[120](index=120&type=chunk) - Gains on sales of assets were significantly higher at **$15.3 million** in Q3 2021 compared to **$3.9 million** in Q3 2020, due to a strong used equipment market caused by new equipment production delays[146](index=146&type=chunk) - The company's liquidity remains strong, with net capital expenditures for 2021 estimated to be between **$250 million** and **$275 million**, though equipment delivery delays are a known challenge[162](index=162&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) For Q3 2021, operating revenues grew **19.1%** to **$702.9 million**, driven by strong TTS and Werner Logistics segment performance, despite increased salaries and fuel costs, partially offset by gains on asset sales Q3 2021 vs Q3 2020 Performance | Metric | Q3 2021 | Q3 2020 | Change | | :--- | :--- | :--- | :--- | | **Operating Revenues** | $702.9M | $590.2M | +19.1% | | **Operating Income** | $71.3M | $62.1M | +14.8% | | **Operating Ratio** | 89.9% | 89.5% | +0.4 pts | | **Net Income (Werner)** | $63.8M | $46.3M | +37.6% | - TTS trucking revenues (net of fuel surcharge) increased **10.6%** in Q3 2021, driven by a **7.2%** increase in average tractors (largely from the ECM acquisition) and a **3.2%** increase in average revenues per tractor per week[121](index=121&type=chunk) - Werner Logistics revenues grew **34.6%** in Q3 2021, with its operating margin improving to **4.8%** from **-0.7%** in Q3 2020[125](index=125&type=chunk) - Driver pay per company driver mile increased nearly **20%** in Q3 2021 due to multiple pay rate increases implemented to address the competitive driver market[127](index=127&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong financial position with **$45.4 million** in cash and **$1.3 billion** in equity, with operating cash flow of **$253.3 million** for the first nine months of 2021, funding the ECM acquisition, stock repurchases, and dividends - Operating cash flow decreased by **26.9%** to **$253.3 million** in the first nine months of 2021 compared to the prior year, mainly due to working capital changes[161](index=161&type=chunk) - During the first nine months of 2021, the company repurchased **1,179,566** shares for **$53.3 million** and paid **$21.1 million** in dividends[163](index=163&type=chunk) - As of September 30, 2021, the company had **$350.0 million** of debt outstanding and **$199.1 million** of available borrowing capacity under its credit facilities (after accounting for letters of credit)[164](index=164&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages market risks from commodity prices, foreign currency, and interest rates, primarily mitigating fuel price volatility and interest rate risk - The company's primary market risk is commodity price risk related to diesel fuel, but it recovers a majority of fuel price increases through customer surcharges[171](index=171&type=chunk) - Interest rate risk is managed with a mix of debt instruments. Of the **$350 million** debt, **$150 million** is effectively fixed via swaps, **$100 million** is fixed-rate, and **$100 million** is variable-rate. A **1%** increase in LIBOR would increase annual interest expense by approximately **$1.0 million**[173](index=173&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of September 30, 2021, with no material changes - The CEO and CFO concluded that the company's disclosure controls and procedures are effective at a reasonable assurance level[176](index=176&type=chunk) PART II – OTHER INFORMATION [Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) This section highlights new and existing risks, including OSHA's COVID-19 rule impact on driver retention and challenges in acquiring new equipment due to supply chain issues - A new OSHA rule requiring COVID-19 vaccination or weekly testing for companies with over **100** employees could negatively impact driver retention, increase costs, and exacerbate the existing driver shortage[182](index=182&type=chunk) - The company is facing difficulties obtaining new tractors and trailers due to manufacturer shortages of semiconductor chips and other components, which could lead to higher maintenance costs, lower productivity, and challenges with driver retention[183](index=183&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2021, the company repurchased **1,049,120** shares for approximately **$47.7 million**, with **1,637,442** shares remaining under authorization as of September 30, 2021 Q3 2021 Stock Repurchases | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | **July 2021** | 0 | N/A | | **August 2021** | 752,004 | $45.33 | | **September 2021** | 297,116 | $46.00 | | **Total Q3 2021** | **1,049,120** | **$45.52** | - As of September 30, 2021, the company had **1,637,442** shares remaining under its **5,000,000**-share repurchase authorization announced in May 2019[184](index=184&type=chunk)[187](index=187&type=chunk) [Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and financial data in iXBRL format

E ER PITS E NET E S 3Q 2021 EARNINGS PRESENTATION October 28, 2021 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 management ...

Financial Data and Key Metrics Changes - Total revenues for Q3 increased by 19% to $703 million, with adjusted EPS growing by 14% to $0.79 per share [10][24] - Adjusted operating income rose by 15% to $73.9 million, while the adjusted operating margin net fuel declined by 150 basis points to 14% [10][12] - TTS revenues per truck per week increased by 3.2%, driven by a 15% year-over-year improvement in revenues for total miles, offset by a 10% decline in miles per truck [20] Business Line Data and Key Metrics Changes - Dedicated freight demand remained strong, with dedicated average trucks growing over 10% year-over-year and 2% sequentially [13] - One way truckload revenues net of fuel increased by 10% to $190 million, with revenues per truck per week rising by 7.8% [28] - Logistics segment revenues grew by 35%, with truckload logistics revenues increasing by 63% [34][23] Market Data and Key Metrics Changes - Employment in the trucking industry remains 1% below pre-COVID levels, while the cast truckload freight index is 16% higher [5] - The truckload industry capacity is significantly constrained due to a competitive driver market and shortages in new truck builds [6] - The average age of the truck fleet slightly increased due to OEM build challenges [44] Company Strategy and Development Direction - The company is focused on strategic investments in driver sourcing and pay to address the competitive labor market [3][7] - The acquisition of ECM is expected to enhance fleet growth and profitability, with strong performance noted since the acquisition [4][41] - The company aims to achieve a long-term adjusted operating margin goal range of 12% to 17% [60] Management's Comments on Operating Environment and Future Outlook - Management expects a strong freight market to continue through the end of the year and into 2022, despite challenges in the driver market [6] - The company is addressing cost pressures related to health insurance and liability insurance, which are expected to normalize [90] - Management is optimistic about restoring productivity and improving margins in the upcoming quarters [90][94] Other Important Information - The company has made significant progress in its ESG initiatives, including the launch of its corporate social responsibility report [54] - Werner was awarded the 2021 SmartWay Excellence Award for outstanding environmental performance [58] - The company is committed to maintaining a strong financial position, with a net debt to EBITDA ratio of 0.5 [42] Q&A Session Summary Question: Can you provide a breakdown of cost impacts on TTS profitability? - Management indicated that miles were a major issue due to parts availability, leading to increased costs in driver lodging and layover pay [75][79] Question: What are the expectations for operating ratio improvement in Q4? - Management expects to see operating ratio improvement in Q4, with adjustments made to address transitory costs [100][101] Question: How is the company preparing for potential vaccine mandates? - The company is pro-vaccine and is setting up vaccination clinics, while also preparing for potential impacts on the workforce [102][106] Question: What are the expectations for contractual rate increases in 2022? - Management anticipates double-digit rate increases for renewals, reflecting inflationary pressures across the P&L [116] Question: How are shippers responding to the current freight cycle? - Shippers are looking for longer-term partnerships with carriers that can provide consistent service and capacity [120][121]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [Mark one] ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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 incorpor ...

Financial Highlights - Revenues increased by 14% to $650 million in 2Q 2021[11] - GAAP EPS increased significantly by 87% to $1.06[12] - Adjusted EPS grew by 40% to $0.86[13] - Adjusted operating income increased by 37% to $79.1 million[14] - Adjusted TTS operating margin increased by 340 bps to 17.1%[15] Truckload Transportation Services (TTS) - TTS revenues increased by 10% to $491.2 million in 2Q 2021 compared to $445.1 million in 2Q 2020[28] - TTS adjusted operating income increased by 33% to $74.4 million in 2Q 2021 compared to $56.1 million in 2Q 2020[28] Werner Logistics - Werner Logistics revenues increased by 29% to $141.7 million in 2Q 2021 compared to $110.2 million in 2Q 2020[34] - Logistics operating income increased by 25% to $3.9 million[24, 34] Strategic Acquisition - Purchased 80% equity ownership interest in ECM Transport Group on 7/1/21 for $142.4 million[15, 40]

| --- | --- | --- | --- | --- | |-----------------------------------------------|-------|-------|-------|---------| | | | | | | | | | | | | | | | | | | | BUILt | | | | | | CROSS THE | | | | | | Investor Presentation, May 2021 TSX/NYSE: CP | | | | 1881 Cb | FORWARD LOOKING STATEMENTS The following investor presentation contains certain forward-looking information within the meaning of applicable securities laws relating, but not limited, to Canadian Pacific's operations, priorities and plans, anticipated fin ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [Mark one] ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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 incorpo ...

ARRETSES 1Q 2021 EARNINGS PRESENTATION April 28, 2021 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 management and are curre ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [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, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to __________ Commission File Number: 0-14690 WERNER ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Nebraska ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [Mark one] For the quarterly period ended September 30, 2020 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) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Nebraska 47-0648386 (State or other jurisdiction of inc ...