Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") summarizes the financial statements from management's perspective with respect to our financial condition, results of operations, liquidity and other factors that may affect actual results. The MD&A is organized in the following sections:

* Overview
* Results of Operations
* Liquidity and Capital Resources
* Contractual Obligations and Commercial Commitments
* Off-Balance Sheet Arrangements
* Regulations
* Critical Accounting Policies
* Accounting Standards

The MD&A should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2008.

Overview:

We operate in the truckload and logistics sectors of the transportation industry. In the truckload sector, we focus on transporting consumer nondurable products that ship more consistently throughout the year. In the logistics sector, besides managing transportation requirements for individual customers, we provide additional sources of truck capacity, alternative modes of transportation, a global delivery network and systems analysis to optimize transportation needs. Our success

depends on our ability to efficiently manage our resources in the delivery of truckload transportation and logistics services to our customers. Resource requirements vary with customer demand, which may be subject to seasonal or general economic conditions. Our ability to adapt to changes in customer transportation requirements is essential to efficiently deploy resources and make capital investments in tractors and trailers (with respect to our Truckload segment) or obtain qualified third-party capacity at a reasonable price (with respect to our VAS segment). Although our business volume is not highly concentrated, we may also be occasionally affected by our customers' financial failures or loss of customer business.

Operating revenues reported in our operating statistics table are categorized as (i) trucking revenues, net of fuel surcharge, (ii) trucking fuel surcharge revenues, (iii) non-trucking revenues, including VAS, and
(iv) other operating revenues. Trucking revenues, net of fuel surcharge, and trucking fuel surcharge revenues are generated by the six operating fleets in the Truckload segment (Dedicated, Regional, Van, Expedited, Temperature-Controlled and Flatbed). Non-trucking revenues, including VAS, are generated primarily by the four operating units in our VAS segment (Brokerage, Freight Management, Intermodal and International), and a small amount is generated by the Truckload segment. Other operating revenues are generated from other business activities such as third-party equipment maintenance and equipment leasing. Trucking revenues accounted for 87% of total operating revenues in first quarter 2009, and non-trucking and other operating revenues accounted for 13% of total operating revenues.

Trucking revenues, net of fuel surcharge, are typically generated on a per-mile basis and also include "accessorial" revenues such as stop charges, loading/unloading charges and equipment detention charges. Because fuel surcharge revenues fluctuate in response to changes in fuel costs, we identify them separately in the operating statistics table and exclude them from the statistical calculations to provide a more meaningful comparison between periods. The key statistics used to evaluate trucking revenues, net of fuel surcharge, are (i) average revenues per tractor per week, (ii) average revenues per loaded mile, (iii) average monthly miles per tractor, (iv) average percentage of empty miles (miles without trailer cargo), (v) average trip length (in loaded miles) and (vi) average number of tractors in service. General economic conditions, seasonal trucking industry freight patterns and industry capacity are important factors that impact these statistics. Our Truckload segment also generates a small amount of revenues categorized as non-trucking revenues, related to shipments delivered to or from Mexico where the Truckload segment utilizes a third-party capacity provider. We exclude such revenues from the statistical calculations.

Our most significant resource requirements are company drivers, owner- operators, tractors, trailers and equipment operating costs (such as fuel and related fuel taxes, driver pay, insurance and supplies and maintenance). To mitigate our risk to fuel price increases, we recover additional fuel surcharges from our customers that generally recoup a majority of the increased fuel costs; however, we cannot assure that current recovery levels will continue in future periods. Our financial results are also affected by company driver and owner-operator availability and the market for new and used revenue equipment. We are self-insured for a significant portion of bodily injury, property damage and cargo claims, workers' compensation benefits and health claims for our employees (supplemented by premium-based insurance coverage above certain dollar levels). For that reason, our financial results may also be affected by driver safety, medical costs, weather, legal and regulatory environments and insurance coverage costs to protect against catastrophic losses.

The operating ratio is a common industry measure used to evaluate our profitability and that of our Truckload segment operating fleets. The operating ratio consists of operating expenses expressed as a percentage of operating revenues. The most significant variable expenses that impact the Truckload segment are driver salaries and benefits, fuel, fuel taxes (included in taxes and licenses expense), payments to owner-operators (included in rent and purchased transportation expense), supplies and maintenance and insurance and claims. These expenses generally vary based on the number of miles generated. We also evaluate these costs on a per-

mile basis to adjust for the impact on the percentage of total operating revenues caused by changes in fuel surcharge revenues, per-mile rates charged to customers and non-trucking revenues. As discussed further in the comparison of operating results for first quarter 2009 to first quarter 2008, several industry-wide issues could cause costs to increase in future periods. These issues include a softer freight market, changing fuel prices, higher new truck and trailer purchase prices and a weaker used equipment market. Our main fixed costs include depreciation expense for tractors and trailers and equipment licensing fees (included in taxes and licenses expense). The Truckload segment requires substantial cash expenditures for tractor and trailer purchases. We fund these purchases with net cash from operations and financing available under our existing credit facilities, as management deems necessary.

We provide non-trucking services primarily through four operating units within our VAS segment. Unlike our Truckload segment, the VAS segment is less asset-intensive and is instead dependent upon qualified employees, information systems and qualified third-party capacity providers. The largest expense item related to the VAS segment is the cost of transportation we pay to third-party capacity providers. This expense item is recorded as rent and purchased transportation expense. Other operating expenses include salaries, wages and benefits and computer hardware and software depreciation. We evaluate VAS by reviewing the gross margin percentage (revenues less rent and purchased transportation expenses expressed as a percentage of revenues) and the operating income percentage.

Results of Operations:

     The  following  table sets forth certain industry data  regarding  the
freight revenues and operations for the periods indicated.


                                                    Three Months Ended
                                                        March 31,
                                                   --------------------     %
                                                     2009        2008     Change
                                                   --------    --------   -------
Trucking revenues, net of fuel surcharge (1)       $307,976    $348,424   -11.6%
Trucking fuel surcharge revenues (1)                 34,653      95,769   -63.8%
Non-trucking revenues, including VAS (1)             48,669      64,119   -24.1%
Other operating revenues (1)                          3,210       4,475   -28.3%
                                                   --------    --------
    Total operating revenues (1)                   $394,508    $512,787   -23.1%
                                                   ========    ========

Operating ratio (consolidated) (2)                     97.1%       97.4%
Average monthly miles per tractor                     9,550       9,868    -3.2%
Average revenues per total mile (3)                  $1.438      $1.453    -1.0%
Average revenues per loaded mile (3)                 $1.662      $1.684    -1.3%
Average percentage of empty miles (4)                 13.50%      13.72%   -1.6%
Average trip length in miles (loaded)                   469         542   -13.5%
Total miles (loaded and empty) (1)                  214,170     239,744   -10.7%
Average tractors in service                           7,475       8,099    -7.7%
Average revenues per tractor per week (3)            $3,169      $3,309    -4.2%
Total tractors (at quarter end)
    Company                                           6,675       7,315
    Owner-operator                                      700         765
                                                   --------    --------
         Total tractors                               7,375       8,080

Total trailers (Truckload and Intermodal, at
  quarter end)                                       24,885      24,950

(1) Amounts in thousands.
(2) Operating expenses expressed as a percentage of operating revenues. Operating ratio is a common measure in the trucking industry used to evaluate profitability.
(3) Net of fuel surcharge revenues.
(4) Miles without trailer cargo.

The following table sets forth the revenues, operating expenses and operating income for the Truckload segment. Revenues for the Truckload segment include non-trucking revenues of $1.2 million for the three-month period ended March 31, 2009 and $1.9 million for the three-month period ended March 31, 2008, as described on page 11.

                                                    Three Months Ended
                                                        March 31,
                                           ------------------------------------
Truckload Transportation Services                2009                2008
                                           ----------------    ----------------
 (amounts in thousands)                         $       %           $       %
 ----------------------                    ----------------    ----------------
Revenues                                   $ 343,857  100.0    $ 446,169  100.0
Operating expenses                           334,996   97.4      436,934   97.9
                                           ---------           ---------
Operating income                           $   8,861    2.6    $   9,235    2.1
                                           =========           =========

Higher fuel prices and higher fuel surcharge revenues increase our consolidated operating ratio and the Truckload segment's operating ratio when fuel surcharges are reported on a gross basis as revenues versus netting against fuel expenses. Eliminating fuel surcharge revenues, which are generally a more volatile source of revenue, provides a more consistent basis for comparing the results of operations from period to period. The following table calculates the Truckload segment's operating ratio as if fuel surcharges are excluded from revenue and instead reported as a reduction of operating expenses.

                                                    Three Months Ended
                                                        March 31,
                                           ------------------------------------
Truckload Transportation Services                2009                2008
                                           ----------------    ----------------
 (amounts in thousands)                         $       %           $       %
 ----------------------                    ----------------    ----------------
Revenues                                   $ 343,857           $ 446,169
Less: trucking fuel surcharge revenues        34,653              95,769
                                           ---------           ---------
Revenues, net of fuel surcharges             309,204  100.0      350,400  100.0
                                           ---------           ---------
Operating expenses                           334,996             436,934
Less: trucking fuel surcharge revenues        34,653              95,769
                                           ---------           ---------
Operating expenses, net of fuel surcharges   300,343   97.1      341,165   97.4
                                           ---------           ---------
Operating income                           $   8,861    2.9    $   9,235    2.6
                                           =========           =========

The following table sets forth the VAS segment's non-trucking revenues, rent and purchased transportation expense, gross margin, other operating expenses and operating income. Other operating expenses for the VAS segment primarily consist of salaries, wages and benefits expense. VAS also incurs smaller expense amounts in the supplies and maintenance, depreciation, rent and purchased transportation (excluding third-party transportation costs), insurance, communications and utilities and other operating expense categories.

                                                    Three Months Ended
                                                         March 31,
                                             ----------------------------------
                                                  2009               2008
                                             ---------------    ---------------
Value Added Services (amounts in thousands)      $       %          $       %
-------------------------------------------  ---------------    ---------------
Revenues                                     $ 47,473  100.0    $ 62,186  100.0
Rent and purchased transportation expense      39,438   83.1      52,679   84.7
                                             --------           --------
Gross margin                                    8,035   16.9       9,507   15.3
Other operating expenses                        6,302   13.3       5,840    9.4
                                             --------           --------
Operating income                             $  1,733    3.6    $  3,667    5.9
                                             ========           ========

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31,
2008

Operating Revenues

Operating revenues decreased 23.1% for the three months ended March 31, 2009, compared to the same period of the prior year. Excluding fuel surcharge revenues, trucking revenues decreased 11.6% due primarily to a 7.7% decrease in the average number of tractors in service and a 3.2% decrease in average monthly miles per tractor. The lower average monthly miles per tractor can be partially attributed to one less calendar business day in first quarter 2009. With respect to pricing and rates, revenue per total mile, excluding fuel surcharges, decreased by 1.0%.

The already soft freight market weakened further during first quarter 2009. The recessionary economy, combined with many shippers aggressively reducing their inventories, caused a severe slowdown in freight shipments, particularly in the retail sector. The retail sector is the industry group from which the largest percentage of our revenues are generated. We proactively adapted to these challenging market conditions by further reducing our fleet by 4% during first quarter 2009 (a 150-truck reduction in January and a 175-truck reduction in March). However, during first quarter 2009, the decline in freight shipments exceeded our fleet reduction efforts, which caused a significant decline in our daily pre-booked percentages of loads to trucks ("pre-books"). In the last few days of March 2009 and in April 2009, freight volumes began to improve from the very weak levels experienced for most of first quarter 2009, however freight volumes remain well below the same period in the prior year.

The soft freight market during first quarter 2009 combined with the excess truck capacity in the market caused increased pressure on freight rates. This resulted in the 1.0% decrease in revenue per total mile, excluding fuel surcharge. We expect the pressure on freight rates to continue until freight demand improves, and we could experience further rate deterioration.

Fuel surcharge revenues represent collections from customers for the higher cost of fuel. These revenues decreased 63.8% to $34.7 million in first quarter 2009 from $95.8 million in first quarter 2008 due to an average decrease in diesel fuel costs of $1.49 per gallon in first quarter 2009 compared to first quarter 2008. To lessen the effect of fluctuating fuel prices on our margins, we collect fuel surcharge revenues from our customers. Our fuel surcharge programs are designed to (i) recoup higher fuel costs from customers when fuel prices rise and (ii) provide customers with the benefit of lower fuel costs when fuel prices decline. These programs enable us to recover a majority, but not all, of the fuel price increases. The remaining portion is generally not recoverable because it results from empty miles, which are not billable to customers, out-of-route miles, and truck idle time. Fuel prices that change rapidly in short time periods also impact our recovery because the surcharge rate in most programs only changes once per week. In a rapidly rising fuel price market, there is generally a several week delay between the payment of higher fuel prices and surcharge recovery. In a rapidly declining fuel price market, the opposite generally occurs, and there is a temporary higher surcharge recovery compared to the price paid for fuel.

We continue to diversify our business from the Van fleet to Dedicated, Regional, Expedited, and North America cross-border in the Truckload segment and Freight Management, Intermodal, Brokerage and Werner Global Logistics International in the VAS segment. This diversification helped soften the impact of the weak freight market in first quarter 2009 and enables us to provide expanded services to our customers.

We remain committed to serving, and are not leaving, the one-way long- haul sector of the truckload market. Rather, we are changing the ways we serve our customers in this market by providing more cost-effective solutions that provide higher returns. While we have de-emphasized the lower-asset-return solo driver solution, we continue to grow several other customer-focused solutions for this market. These solutions include the use of team drivers, engineered networks of relay trucks, third-party brokerage carriers, power-only with trucks provided by third-party carriers and intermodal.

VAS revenues are generated by its four operating units. VAS revenues decreased 23.7% to $47.5 million in first quarter 2009 from $62.2 million in first quarter 2008 due to three factors: (i) a 19% reduction in the average revenue per shipment due to lower fuel prices and customer rates;
(ii) shifting significantly more shipments, revenues and gross margin from our VAS segment to our Truckload segment in first quarter 2009 (19,637 shipments in first quarter 2009 compared to 15,554 shipments in first quarter 2008) to cushion the impact of the very soft freight market on the Truckload segment; and (iii) a significantly weaker freight market that reduced the number of industry freight shipments by an estimated 15% to 20%, which was offset by VAS shipment growth due to new customer business.

VAS gross margin dollars decreased 15.5% to $8.0 million in first quarter 2009 from $9.5 million for the same period in 2008 due to the reasons noted above.

Our Brokerage revenues and gross margins declined due to the factors described in the paragraph above. Freight Management revenues declined due to reduced shipments with existing customers. Intermodal revenues and gross margins declined because of an extremely weak and competitive intermodal market in first quarter 2009.

Operating Expenses

Our operating ratio (operating expenses expressed as a percentage of operating revenues) was 97.1% for the three months ended March 31, 2009, compared to 97.4% for the three months ended March 31, 2008. Expense items that impacted the overall operating ratio are described on the following pages. The tables on page 16 show the operating ratios and operating margins for our two reportable segments, Truckload and VAS.

The following table sets forth the cost per total mile of operating expense items for the Truckload segment for the periods indicated. We evaluate operating costs for this segment on a per-mile basis, which is a better measurement tool for comparing the results of operations from period to period.

                                                 Three Months Ended  Increase
                                                      March 31,     (Decrease)
                                                 ------------------
                                                   2009      2008    per Mile
                                                 -----------------------------
Salaries, wages and benefits                      $0.599    $0.574    $0.025
Fuel                                               0.240     0.515    (0.275)
Supplies and maintenance                           0.169     0.160     0.009
Taxes and licenses                                 0.114     0.118    (0.004)
Insurance and claims                               0.100     0.103    (0.003)
Depreciation                                       0.185     0.168     0.017
Rent and purchased transportation                  0.135     0.173    (0.038)
Communications and utilities                       0.020     0.021    (0.001)
Other                                              0.002    (0.009)    0.011

Owner-operator costs are included in rent and purchased transportation expense. Owner-operator miles as a percentage of total miles were 11.6% for first quarter 2009 compared to 12.2% for first quarter 2008. Owner- operators are independent contractors who supply their own tractor and driver and are responsible for their operating expenses (including driver pay, fuel, supplies and maintenance and fuel taxes). This decrease in owner-operator miles as a percentage of total miles shifted costs from the rent and purchased transportation category to other expense categories. Due to this decrease, we estimate that rent and purchased transportation expense for the Truckload segment was lower by approximately 0.7 cents per total mile, and other expense categories had offsetting increases on a total-mile basis as follows: (i) salaries, wages and benefits, 0.3 cents;
(ii) fuel, 0.2 cents; (iii) supplies and maintenance, 0.1 cent and (iv) depreciation, 0.1 cent.

As the economy slowed during the latter part of 2008, we took steps to further manage and reduce a variety of controllable costs and identify efficiencies. Numerous cost-saving programs were implemented during first quarter 2009, and we will implement several other cost-saving opportunities in the coming months. Examples of our cost-saving measures include decreasing the company-matching contribution percentage for our 401(k) plan, reducing driver advertising and other driver recruiting expenses, restructuring discretionary driver pay programs and improving our ratio of tractors to non-driver employees. We improved our tractor-to-non-driver ratio for the trucking operation from December 31, 2008 to March 31, 2009.

Salaries, wages and benefits in the Truckload segment increased 2.5 cents per mile on a total mile basis in first quarter 2009 compared to first quarter 2008. This increase is primarily attributed to higher student pay (average active trainer teams increased 12%), group health insurance costs and non-driver salaries for office and equipment maintenance personnel and, as discussed above, the shift from rent and purchased transportation to salaries, wages and benefits because of the decrease in owner-operator miles as a percentage of total miles. Although we have improved our tractor to non-driver ratio (as discussed above), the benefit was not fully realized during first quarter 2009 because of related one-time costs that occurred during the quarter. Within the Truckload segment, these cost increases were offset partially by lower workers' compensation expense. Non-driver salaries, wages and benefits increased in the non-trucking VAS segment. Although VAS revenues were lower in first quarter 2009 than in the first quarter 2008, VAS handled 3% more shipments in first quarter 2009, including those transferred to the Truckload segment.

We renewed our workers' compensation insurance coverage for the policy year beginning April 1, 2009. Our coverage levels are the same as the prior policy year. We continue to maintain a self-insurance retention of $1.0 million per claim. Our workers' compensation insurance premiums for the policy year beginning April 2009 are slightly lower than the previous policy year, due primarily to lower projected payroll.

The qualified and student driver recruiting and retention markets improved in first quarter 2009 compared to first quarter 2008. Generally going into the spring season, the driver market is difficult due to seasonal construction and housing jobs that become available with improved weather conditions. The current weakness in the construction and automotive industries, trucking company failures and fleet reductions, and the higher national unemployment rate contribute to an improved driver recruiting and retention market. We anticipate that availability of drivers will remain strong until current economic conditions improve. When economic conditions improve, competition for qualified drivers will likely increase, and we cannot predict whether we will experience future driver shortages. If such a shortage were to occur and driver pay rate increases were necessary to attract and retain drivers, our results of operations would be negatively impacted to the extent that corresponding freight rate increases were not obtained.

Fuel decreased 27.5 cents per total mile for the Truckload segment due to lower average diesel fuel prices following the rapid fuel price decline that occurred in fourth quarter 2008 and improved miles per gallon (see paragraph below). Diesel fuel prices decreased slightly during much of first quarter 2009 and at a much slower rate than the fuel price decline during fourth quarter 2008. Prices began to increase in the last two weeks of March and were slightly higher at quarter-end than the beginning of the quarter. Average diesel fuel costs were $1.49 per gallon lower in first quarter 2009 than in first quarter 2008.

. . .