31 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement schedule II listed in the Index in Item 15(a)(2) (collectively, the consolidated financial statements), and our report dated February 24, 2021 expressed an unqualified opinion on those consolidated financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, stockholders’ equity and temporary equity - redeemable noncontrolling interest, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement schedule II listed in the Index in Item 15(a)(2) (collectively, the consolidated financial statements), and our report dated February 28, 2022 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
21 unchanged sentences
During fourth quarter 2021, no information was required to be disclosed in a report on Form 8-K, but not reported.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable
Certain information required by Part III is omitted from this Form 10-K because we will file a definitive proxy statement pursuant to Regulation 14A (the “Proxy Statement”) not later than 120 days after the end of the fiscal year covered by this Form 10-K, and certain information included therein is incorporated herein by reference.
21 unchanged sentences
The information required by this Item is incorporated herein by reference to our Proxy Statement.
−Removed: PRINCIPAL ACCOUNTING FEES AND SERVICES
+Added: PRINCIPAL ACCOUNTANT FEES AND SERVICES
+Added: Our independent registered public accounting firm is KPMG LLP , Omaha, NE , Auditor Firm ID:
The information required by this Item is incorporated herein by reference to our Proxy Statement.
−Removed: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
+Added: EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements and Schedules.
6 unchanged sentences
Consolidated Statements of Cash Flows 31
−Removed: Consolidated Statements of Stockholders’ Equity 31
+Added: Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest 33
Notes to Consolidated Financial Statements 34
26 unchanged sentences
Item 5.02 of the Company’s Current Report on Form 8-K dated February 11, 2021 ;
+Added: I tem 5.02 of the Company ’ s Current Report on Form 8-K dated February 7 , 202 2
Lease Agreement, as amended February 8, 2007, between the Company and Clarence L.
12 unchanged sentences
Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 10, 2014
+Added: Werner Enterprises, Inc.
+Added: Change in Control Severance Plan
+Added: Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021
Credit Agreement, dated May 14, 2019 between Werner Enterprises, Inc.
6 unchanged sentences
and Wells Fargo Bank, National Association
−Removed: Filed herewith
+Added: Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020
+Added: Number Description Incorporated by Reference to:
+Added: Facility Letter and Promissory Note Agreement, dated June 30, 2021 between Werner Enterprises, Inc.
+Added: and BMO Harris Bank N.A.
+Added: Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021
+Added: First Amendment to Facility Letter Agreement, dated June 30, 2021 between Werner Enterprises, Inc.
+Added: and BMO Harris Bank N.A.
+Added: Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021
+Added: Second Amendment to Credit Agreement, dated June 29, 2021 between Werner Enterprises, Inc.
+Added: and Wells Fargo Bank, National Association
+Added: Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021
Subsidiaries of the Registrant
2 unchanged sentences
Filed herewith
−Removed: 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)
9 unchanged sentences
101 The following audited financial information from Werner Enterprises’ Annual Report on Form 10-K for the year ended December 31, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:
−Removed: (i) Consolidated Statements of Income for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, (iii) Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, (v) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, and (vi) the Notes to Consolidated Financial Statements as of December 31, 2020.
+Added: (i) Consolidated Statements of Income for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, (iii) Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, and (vi) the Notes to Consolidated Financial Statements as of December 31, 2021.
104 The cover page from this Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL (included as Exhibit 101).
3 unchanged sentences
WERNER ENTERPRISES, INC.
−Removed: Vice Chairman, President and Chief Executive Officer
+Added: 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
−Removed: /s/ Clarence L.
−Removed: Werner Chairman and Director February 24, 2021
−Removed: Leathers Vice Chairman, President, Chief Executive Officer and Director February 24, 2021
+Added: Leathers Chairman, President, Chief Executive Officer and Director February 28, 2022
Leathers (Principal Executive Officer)
+Added: Arves Director February 28, 2022
/s/ Kenneth M.
Director February 28, 2022
−Removed: /s/ Patrick J.
−Removed: Jung Director February 24, 2021
−Removed: /s/ Gerald H.
−Removed: Timmerman Director February 24, 2021
Duren Director February 28, 2022
−Removed: /s/ Michael L.
−Removed: Gallagher Director February 24, 2021
Holmes Director February 28, 2022
+Added: /s/ Vikram Mansharamani, Ph.D.
+Added: Director February 28, 2022
+Added: Vikram Mansharamani, Ph.D.
/s/ Carmen A.
Tapio Director February 28, 2022
+Added: Wellman Director February 28, 2022
Steele Executive Vice President, Treasurer February 28, 2022
26 unchanged sentences
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.