What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-24 compared with 2020-02-27 · 41 added, 38 removed, 169 unchanged (32% of the section changed)

70 unchanged sentences

Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Plan Category

Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Plan Category (a) (b) (c)

Equity compensation plans approved by stockholders 629,038 (1)

24 unchanged sentences

The Company has attached or incorporated by reference herein certain exhibits as specified below pursuant to Rule 12b-32 under the Exchange Act.

Incorporated by Reference to:

Number Description Incorporated by Reference to:

Restated Articles of Incorporation of Werner Enterprises, Inc.

3 unchanged sentences

Description of Common Stock

Filed herewith

Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019

Werner Enterprises, Inc.

3 unchanged sentences

Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 ;

Item 8.01 of the Company’s Current Report on Form 8-K dated May 12, 2020

The Executive Nonqualified Excess Plan of Werner Enterprises, Inc., restated

3 unchanged sentences

Item 5.02 of the Company’s Current Report on Form 8-K dated February 13, 2020 ;

Item 5.02 of the Company’s Current Report on Form 8-K dated April 15, 2020 ;

Item 5.02 of the Company’s Current Report on Form 8-K dated February 1 1 , 202 1

13 unchanged sentences

Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 10, 2014

Severance Agreement and Release between the Registrant and Greg Werner

Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015

Statement Re:

Computation of Per Share Earnings

See Note 1 (Common Stock and Earnings Per Share) in the Notes to Consolidated Financial Statements under item 8 herein

Credit Agreement, dated May 14, 2019 between Werner Enterprises, Inc.

and Wells Fargo Bank, National Association

Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019

Facility Letter Agreement, dated May 14, 2019 between Werner Enterprises, Inc.

and BMO Harris Bank N.A.

Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019

First Amendment to Credit Agreement, dated October 20, 2020 between Werner Enterprises, Inc.

and Wells Fargo Bank, National Association

Filed herewith

Subsidiaries of the Registrant

2 unchanged sentences

Filed herewith

Number Description Incorporated by Reference to:

Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002)

5 unchanged sentences

Furnished herewith

Incorporated by Reference to:

Certification of the Chief Financial Officer pursuant to 18 U.S.C.

8 unchanged sentences

WERNER ENTERPRISES, INC.

President and Chief Executive Officer

Vice Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Position Date

/s/ Clarence L.

Executive Chairman and Director

February 27, 2020

President and Chief Executive Officer

February 27, 2020

(Principal Executive Officer)

/s/ Gregory L.

February 27, 2020

Werner Chairman and Director February 24, 2021

Leathers Vice Chairman, President, Chief Executive Officer and Director February 24, 2021

Leathers (Principal Executive Officer)

/s/ Kenneth M.

February 27, 2020

Director February 24, 2021

/s/ Patrick J.

February 27, 2020

/s/ Dwaine J.

Peetz, Jr., M.D.

February 27, 2020

Peetz, Jr., M.D.

Jung Director February 24, 2021

/s/ Gerald H.

February 27, 2020

Timmerman Director February 24, 2021

Duren Director February 24, 2021

/s/ Michael L.

February 27, 2020

Executive Vice President, Treasurer

February 27, 2020

and Chief Financial Officer (Principal Financial Officer)

Executive Vice President, Chief Accounting Officer

February 27, 2020

and Corporate Secretary (Principal Accounting Officer)

Gallagher Director February 24, 2021

Holmes Director February 24, 2021

/s/ Carmen A.

Tapio Director February 24, 2021

Steele Executive Vice President, Treasurer February 24, 2021

Steele and Chief Financial Officer (Principal Financial Officer)

Johnson Executive Vice President, Chief Accounting Officer February 24, 2021

Johnson and Corporate Secretary (Principal Accounting Officer)

WERNER ENTERPRISES, INC.

VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

(In thousands) Balance at

Period Charged to

Expenses Write-offs

Accounts Balance at

Year ended December 31, 2020:

4 unchanged sentences

Allowance for doubtful accounts $ 8,250 $ 672 $ 309 $ 8,613

(In thousands)

(In thousands) Balance at

Period Charged to

Expenses Write-offs

Accounts Balance at

Year ended December 31, 2020:

4 unchanged sentences

Allowance for doubtful student notes $ 21,026 $ 17,858 $ 19,523 $ 19,361

(1) Includes $14,067 and $14,277 for the years ended December 31, 2019 and 2018, respectively, recorded as a reduction of revenues after adopting the new revenue recognition standard effective January 1, 2019.

See report of independent registered public accounting firm.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures