What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-27 compared with 2022-02-28 · 39 added, 15 removed, 208 unchanged (21% of the section changed)

3 unchanged sentences

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving the desired control objectives.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level in enabling us to record, process, summarize and report information required to be included in our periodic filings with the SEC within the required time period and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level in enabling us to record, process, summarize and report information required to be included in our periodic filings with the Securities and Exchange Commission within the required time period and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We have confidence in our internal controls and procedures.

16 unchanged sentences

Based on its assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Securities and Exchange Commission guidance permits companies to exclude acquisitions from their assessment of internal control over financial reporting for the fiscal year in which the acquisition occurred.

Management’s assessment of internal control over financial reporting as of December 31, 2022 excludes internal control over financial reporting related to Baylor (acquired October 1, 2022), which accounted for approximately $105.6 million of consolidated total assets and $21.6 million of consolidated operating revenues as of and for the year ended December 31, 2022 and ReedTMS (acquired November 5, 2022), which accounted for approximately $160.5 million of consolidated total assets and $51.8 million of consolidated operating revenues as of and for the year ended December 31, 2022.

Management has engaged KPMG LLP (“KPMG”), the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, to attest to and report on the effectiveness of our internal control over financial reporting.

7 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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.

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, 2022 and 2021, 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, 2022, and the related notes and financial statement schedule II valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated February 27, 2023 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Baylor Trucking, Inc., Reed Transport Services, Inc.

and RTS-TMS, Inc.

during 2022, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, Baylor Trucking, Inc., Reed Transport Services, Inc.

and RTS-TMS, Inc.’s internal control over financial reporting associated with total assets of $266 million and total revenues of $73 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2022.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Baylor Trucking, Inc., Reed Transport Services, Inc.

and RTS-TMS, Inc.

Basis for Opinion

80 unchanged sentences

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

Exhibit 10.3 to the Company ’ s Quarterly Report on Form 1 0-Q for the quarter ended March 31, 2022

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

2 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 11, 2021 ;

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.

Werner, Trustee of the Clarence L.

Werner Revocable Trust

Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006

License Agreement, dated February 8, 2007 between the Company and Clarence L.

Werner, Trustee of the Clarence L.

Werner Revocable Trust

Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006

Item 5.02 of the Company’s Current Report on Form 8-K dated February 7, 2022 ;

Item 5.02 of the Company ’ s Current Report on Form 8-K dated February 10 , 2023

Form of Notice of Grant of Nonqualified Stock Option

2 unchanged sentences

Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 1, 2009

Form of Performance-Based Restricted Stock Award Agreement

Form of Performance-Based Restricted Stock Award Agreemen t, effective February 10, 2014

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

Form of Performance-Based Restricted Stock Award Agreement, effective February 7, 2022

Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 7, 2022

Werner Enterprises, Inc.

10 unchanged sentences

Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020

Number Description Incorporated by Reference to:

Facility Letter and Promissory Note Agreement, dated June 30, 2021 between Werner Enterprises, Inc.

4 unchanged sentences

Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021

Number Description Incorporated by Reference to:

Second Amendment to Credit Agreement, dated June 29, 2021 between Werner Enterprises, Inc.

1 unchanged sentence

Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021

Credit Agreement, dated March 25, 2022 between Werner Enterprises, Inc.

and Wells Fargo Bank, National Association

Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022

Revolving Line of Credit Note, dated March 25, 2022 between Werner Enterprises, Inc.

and Wells Fargo Bank, National Association

Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022

Term Note, dated March 25, 2022 between Werner Enterprises, Inc.

and Wells Fargo Bank, National Association

Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022

Second Amendment to Facility Letter Agreement, dated March 25, 2022 between Werner Enterprises, Inc.

and BMO Harris Bank N.A.

Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022

Credit Agreement, dated December 20, 2022 by and among Werner Enterprises, Inc., the lenders thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender, and Issuing Lender, and BMO Harris Bank N.A.

as Syndication Agent

Filed herewith

First Amendment to Term Loan Facility Letter, dated December 20, 2022 between Werner Enterprises, Inc.

and BMO Harris Bank N.A.

Filed herewith

Subsidiaries of the Registrant

12 unchanged sentences

Furnished herewith

Number Description Incorporated by Reference to:

101 The following audited financial information from Werner Enterprises’ Annual Report on Form 10-K for the year ended December 31, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:

(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.

(i) Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020, (iii) Consolidated Balance Sheets as of December 31, 2022 and 2021, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the years ended December 31, 2022, 2021 and 2020, and (vi) the Notes to Consolidated Financial Statements as of December 31, 2022.

104 The cover page from this Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL (included as Exhibit 101).

13 unchanged sentences

Holmes Director February 27, 2023

/s/ Michelle D.

Livingstone Director February 27, 2023

/s/ Vikram Mansharamani, Ph.D.

32 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.

What changed 10-K

Item 9A. Controls and Procedures