LANDSTAR SYSTEM INC
For the period ended Dec 28, 2024. Filed Feb 24, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 24, 2025
LSTR$145.71-0.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1)Financial Statements and Supplementary Data
| Page | |
|---|---|
| Consolidated Balance Sheets | 39 |
| Consolidated Statements of Income | 40 |
| Consolidated Statements of Comprehensive Income | 41 |
| Consolidated Statements of Cash Flows | 42 |
| Consolidated Statements of Changes in Shareholders’ Equity | 43 |
| Notes to Consolidated Financial Statements | 44 |
| 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 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+ | First Amendment to Second Amended and Restated Credit Agreement, dated as of June 21, 2024, 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 10-Q filed on July 31, 2024 (Commission File No. 0-21238)) |
| 10.3+ | 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)) |
| 10.4+ | 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)) |
| 10.5+ | 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)) |
| 10.6+ | 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)) |
| 10.7+ | 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)) |
| 10.8+ | Form of Key Executive Employment Protection Agreement between Landstar System, Inc. and certain 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)) |
| 10.9+* | Form of Notice of 2025 Performance Related Stock Awards under the 2011 Equity Incentive Plan, with Restrictive Covenant Agreement included at Appendix A |
| 10.10+ | 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)) |
| 10.11+ | 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)) |
| 10.12+ | Total Shareholder Return Performance Related Stock Award Agreement, between Landstar System, Inc. and Frank A. Lonegro, dated February 2, 2024 (Incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (Commission File No. 0-21238)) |
| (19) | Insider Trading Policies and Procedures: |
| 19.1* | Insider Trading Policy, dated as of February 20, 2025 |
| (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 28, 2024, 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 |
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| * | Filed herewith. |
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| ** | Furnished herewith. |
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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.
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