What changed in this filing

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Item 9A. Controls and Procedures

2024-02-26 compared with 2023-02-27 · 42 added, 69 removed, 178 unchanged (38% of the section changed)

22 unchanged sentences

Based on its assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2023.

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.

8 unchanged sentences

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, 2023 and 2022, 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, 2023, and the related notes and financial statement schedule II valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated February 26, 2024 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

21 unchanged sentences

During fourth quarter 2023, no information was required to be disclosed in a report on Form 8-K, but not reported.

Director and Officer Trading Arrangements

During fourth quarter 2023, no Company director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

52 unchanged sentences

Werner Enterprises, Inc.

2023 Long-Term Incentive Plan

Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 9, 2023

Werner Enterprises, Inc.

Amended and Restated Equity Plan

1 unchanged sentence

Non-Employee Director Compensation

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 ;

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

Ex hibit 10.2 of the Company ’ s Quar terly Report on Form 10-Q for the quarter ended March 31, 2023

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 11, 2021 ;

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 7, 2022 ;

1 unchanged sentence

Item 5.02 of the Company ’ s Current Report on Form 8-K dated February 23, 2023 ;

Form of Notice of Grant of Nonqualified Stock Option

Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 29, 2007

Item 5.02 of the Company ’ s Current Report on Fo rm 8-K dated February 9 , 2024

Compensation Letter Agreement, dated February 7, 2023, between Christopher Wikoff and Werner Enterprises, Inc.

Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 23, 2023

Form of Restricted Stock Award Agreement

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

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 Restricted Stock Award Agreement, effective May 9, 2023

Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023

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

3 unchanged sentences

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.

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

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

Consulting Services Agreement dated July 1, 2023, between John J.

Steele and Werner Enterprises, Inc.

Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 1, 2023

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

1 unchanged sentence

Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021

First Amendment to Facility Letter Agreement, dated June 30, 2021 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, 2021

Number Description Incorporated by Reference to:

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

and Wells Fargo Bank, National Association

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.

First Amendment to Term Loan Facility Letter, dated December 20, 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

Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 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

Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022

Number Description Incorporated by Reference to:

Subsidiaries of the Registrant

12 unchanged sentences

Furnished herewith

Number Description Incorporated by Reference to:

Werner Enterprises, Inc.

Clawback Policy, effective as of December 1, 2023

Filed herewith

101 The following audited financial information from Werner Enterprises’ Annual Report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:

5 unchanged sentences

WERNER ENTERPRISES, INC.

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

Leathers Chairman, President, Chief Executive Officer and Director February 27, 2023

Leathers (Principal Executive Officer)

Arves Director February 27, 2023

/s/ Kenneth M.

Director February 27, 2023

Duren Director February 27, 2023

Holmes Director February 27, 2023

Chairman, Chief Executive Officer and Director

(Principal 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 indicated on this 26th day of February, 2024.

Arves /s/ Vikram Mansharamani, Ph.D.

Arves Vikram Mansharamani, Ph.D.

Director Director

Duren /s/ Carmen A.

Duren Carmen A.

Director Director

/s/ Michelle D.

Livingstone Director February 27, 2023

/s/ Vikram Mansharamani, Ph.D.

Director February 27, 2023

Vikram Mansharamani, Ph.D.

/s/ Carmen A.

Tapio Director February 27, 2023

Wellman Director February 27, 2023

Steele Executive Vice President, Treasurer February 27, 2023

Steele and Chief Financial Officer (Principal Financial Officer)

Johnson Executive Vice President, Chief Accounting Officer February 27, 2023

Johnson and Corporate Secretary (Principal Accounting Officer)

Greene /s/ Alexi A.

Greene Alexi A.

Director Director

Holmes /s/ Christopher D.

Holmes Christopher D.

Director Executive Vice President, Treasurer

and Chief Financial Officer (Principal Financial Officer)

/s/ Michelle D.

Livingstone /s/ James L.

Livingstone James L.

Director Executive Vice President and Chief Accounting Officer

(Principal Accounting Officer)

WERNER ENTERPRISES, INC.

22 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