LANDSTAR SYSTEM INC
For the period ended Dec 30, 2023. Filed Feb 26, 2024.
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FY2023 · Filed Feb 26, 2024
LSTR$145.71-0.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a) (1)Financial Statements and Supplementary Data
| Page | |
|---|---|
| Consolidated Balance Sheets | 41 |
| Consolidated Statements of Income | 42 |
| Consolidated Statements of Comprehensive Income | 43 |
| Consolidated Statements of Cash Flows | 44 |
| Consolidated Statements of Changes in Shareholders’ Equity | 45 |
| Notes to Consolidated Financial Statements | 46 |
| Report of Independent Registered Public Accounting Firm | 62 |
| (2) | Financial Statement Schedules |
Financial statement schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required.
| (3) | Exhibits |
| ExhibitNo. | Description |
| (3) | Articles of Incorporation and By-Laws: |
| 3.1 | Restated Certificate of Incorporation of the Company dated May 10, 2023, including Certificate of Designation of Junior Participating Preferred Stock dated February 10, 1993. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 11, 2023 (Commission File No. 0-21238)) |
| 3.2 | The Company’s Second Amended and Restated Bylaws, as further adopted as of November 2, 2023. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 10-Q filed on November 3, 2023 (Commission File No. 0-21238)) |
| (4) | Instruments defining the rights of security holders, including indentures: |
| 4.1 P | Specimen of Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 33-57174)) |
| 4.2 | Description of Securities (Incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for fiscal year ended December 28, 2019 (Commission File No. 0-21238)) |
| (10) | Material contracts: |
| 10.1+ | Second Amended and Restated Credit Agreement, dated as of July 1, 2022, among Landstar System Holdings, Inc., the Company, the lenders named therein, and JPMorgan Chase Bank, N.A. as Administrative Agent (including exhibits and schedules thereto). (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on July 8, 2022 (Commission File No. 0-21238)) |
| 10.2+ | Landstar System, Inc. Supplemental Executive Retirement Plan, as amended and restated as of January 1, 2015 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014 (Commission File No. 0-21238)) |
| 10.3+ | First Amendment, dated as of November 1, 2018, to the Landstar System, Inc. Supplemental Executive Retirement Plan (as amended and restated as of January 1, 2015) (Incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (Commission File No. 0-21238)) |
| 10.4+ | Landstar System, Inc. 2011 Equity Incentive Plan, as amended through November 2, 2023. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q filed on November 3, 2023 (Commission File No. 0-21238)) |
| 10.5+ | Landstar System, Inc. 2022 Directors Stock Compensation Plan (Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on March 29, 2022 (Commission File No. 0-21238)) |
| 10.6+ | Form of Indemnification Agreement between the Company and each of the directors and Executive Officers of the Company (Incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 27, 2003 (Commission File No. 0-21238)) |
| 10.7+ | Form of Key Executive Employment Protection Agreement between Landstar System, Inc. and each of the Executive Officers of the Company, in the form as amended as of December 26, 2015, (Incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for fiscal year ended December 26, 2015 (Commission File No. 0-21238)) |
| 10.8+ | Letter Agreement, dated February 27, 2023, by and between Landstar System, Inc. and Robert S. Brasher (Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on February 28, 2023 (Commission File No. 0-21238)) |
| 10.9+ | Letter Agreement, dated December 4, 2023, between Landstar System, Inc. and James B. Gattoni (Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on December 5, 2023 (Commission File No. 0-21238)) |
| 10.10+ | Letter Agreement, dated December 4, 2023, between Landstar System, Inc. and Frank A. Lonegro (Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on December 5, 2023 (Commission File No. 0-21238)) |
| 10.11*+ | Total Shareholder Return Performance Related Stock Award Agreement, between Landstar System, Inc. and Frank A. Lonegro, dated February 2, 2024 |
| (21) | Subsidiaries of the Registrant: |
| 21.1* | List of Subsidiaries of the Registrant |
| (23) | Consents of experts and counsel: |
| 23.1* | Consent of KPMG LLP as Independent Registered Public Accounting Firm |
| (24) | Power of attorney: |
| 24.1* | Powers of Attorney |
| (31) | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002: |
| 31.1* | Chief Executive Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Chief Financial Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| (32) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002: |
| 32.1** | Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| (97) | |
|---|---|
| 97.1* | Landstar System, Inc. Clawback Policy, as adopted on August 10, 2023 |
| 101* | The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Shareholders’ Equity, (vi) Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule. |
|---|---|
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| + | management contract or compensatory plan or arrangement |
|---|
| * | Filed herewith. |
|---|
| ** | Furnished herewith. |
|---|
THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY SHAREHOLDER OF THE COMPANY WHO SO REQUESTS IN WRITING, A COPY OF ANY EXHIBITS, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ANY SUCH REQUEST SHOULD BE DIRECTED TO LANDSTAR SYSTEM, INC., ATTENTION: INVESTOR RELATIONS, 13410 SUTTON PARK DRIVE SOUTH, JACKSONVILLE, FLORIDA 32224.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: February 23, 2024 | LANDSTAR SYSTEM, INC. | |
|---|---|---|
| By: | /s/ FRANK A. LONEGRO | |
| Frank A. Lonegro | ||
| President and Chief Executive Officer | ||
| By: | /s/ JAMES P. TODD | |
| James P. Todd | ||
| Vice President, Chief Financial Officer and Assistant Secretary | ||
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 | Title | Date |
|---|---|---|
| /s/ FRANK A. LONEGRO Frank A. Lonegro | President and Chief Executive Officer; Principal Executive Officer; Director | February 23, 2024 |
| /s/ JAMES P. TODD James P. Todd | Vice President and Chief Financial Officer and Assistant Secretary; Principal Financial Officer and Principal Accounting Officer | February 23, 2024 |
| * Homaira Akbari | Director | February 23, 2024 |
| * David G. Bannister | Director | February 23, 2024 |
| * James L. Liang | Director | February 23, 2024 |
| * Diana M. Murphy | Chairman of the Board | February 23, 2024 |
| * Anthony J. Orlando | Director | February 23, 2024 |
| * George P. Scanlon | Director | February 23, 2024 |
| * Teresa L. White | Director | February 23, 2024 |
| By: | /s/ MICHAEL K. KNELLER |
|---|---|
| Michael K. Kneller | |
| Attorney In Fact* |
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