☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
06-1313069 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
13410 Sutton Park Drive South Jacksonville, Florida |
32224 | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock |
LSTR |
NASDAQ |
Large accelerated filer | ☒ |
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Non-accelerated filer | ☐ |
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Document |
Part of 10-K
Into Which Incorporated | |
Proxy Statement relating to Landstar System, Inc.’s Annual Meeting of Stockholders scheduled to be held on May 16, 2025 |
Part III |
LANDSTAR SYSTEM, INC.
2024 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
2
PART I
Item 1. Business
Introduction
Landstar System, Inc. was incorporated in January 1991 under the laws of the State of Delaware and has been a publicly held company since its initial public offering in March 1993. The principal executive offices of Landstar System, Inc. (collectively with its subsidiaries and other affiliated companies referred to herein as “Landstar” or the “Company,” unless the context otherwise requires) is located at 13410 Sutton Park Drive South, Jacksonville, Florida 32224 and its telephone number is (904) 398-9400. The Company makes available free of charge through its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule 14A and any amendments to those reports filed or furnished pursuant to Section 13(a) and 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission (“SEC”). The Company’s website is www.landstar.com. The SEC maintains a website at http://www.sec.gov that contains the Company’s current and periodic reports, proxy and information statements and other information filed electronically with the SEC.
Description of Business
Landstar, is a technology-enabled, asset-light provider of integrated transportation management solutions delivering safe, specialized transportation services to a broad range of customers utilizing a network of agents, third party capacity providers and employees. The Company offers services to its customers across multiple transportation modes, with the ability to arrange for individual shipments of freight to comprehensive third party logistics solutions to meet all of a customer’s transportation needs. Landstar provides services principally throughout the United States and to a lesser extent in Canada and Mexico, and between the United States and Canada, Mexico and other countries around the world. The Company’s services emphasize safety, information coordination and customer service and are delivered through a network of approximately 1,050 independent commission sales agents and over 78,000 third party capacity providers, primarily truck capacity providers, linked together by a series of digital technologies which are provided and coordinated by the Company. The nature of the Company’s business is such that a significant portion of its operating costs varies directly with revenue.
Landstar markets its integrated transportation management solutions primarily through independent commission sales agents and exclusively utilizes third party capacity providers to transport customers’ freight. Landstar’s independent commission sales agents enter into contractual arrangements with the Company and are responsible for locating freight, making that freight available to Landstar’s capacity providers and coordinating the transportation of the freight with customers and capacity providers. The Company’s third party capacity providers consist of independent contractors who provide truck capacity to the Company under exclusive lease arrangements (the “BCO Independent Contractors”), unrelated trucking companies who provide truck capacity to the Company under non-exclusive contractual arrangements (the “Truck Brokerage Carriers”), air cargo carriers, ocean cargo carriers and railroads. Through this network of agents and capacity providers linked together by Landstar’s ecosystem of digital technologies, Landstar operates an integrated transportation management solutions business primarily throughout North America with revenue of $4.8 billion during the most recently completed fiscal year. The Company reports the results of two operating segments: the transportation logistics segment and the insurance segment.
Transportation Logistics Segment
The transportation logistics segment provides a wide range of integrated transportation management solutions. Transportation services are provided by Landstar’s “Operating Subsidiaries”: Landstar Ranger, Inc., Landstar Inway, Inc., Landstar Ligon, Inc., Landstar Gemini, Inc., Landstar Transportation Logistics, Inc., Landstar Global Logistics, Inc., Landstar Express America, Inc., Landstar Canada, Inc., Landstar Metro, S.A.P.I. de C.V., and Landstar Blue, LLC. Transportation services offered by the Company include truckload, less-than-truckload and other truck transportation, rail intermodal, air cargo, ocean cargo, expedited ground and air delivery of time-critical freight, heavy-haul/specialized, cold chain/temperature-controlled, U.S.-Canada and U.S.-Mexico cross-border, intra-Mexico, intra-Canada, project cargo and customs brokerage. Examples of the industries serviced by the transportation logistics segment include automotive parts and assemblies, consumer durables, building products, metals, chemicals, foodstuffs, heavy machinery, retail, electronics and military equipment and general commodities. In addition, the transportation logistics segment provides transportation services to other transportation companies, including third party logistics and less-than-truckload service providers. The independent commission sales agents market services provided by the transportation logistics segment. Billings for freight transportation services are typically charged to customers on a per shipment basis for the physical transportation of freight and are referred to as transportation revenue. See “Notes to Consolidated Financial Statements” for the amount of revenue from external customers and measure of profit attributable to the transportation logistics segment for the last three fiscal years.
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Truck Transportation Services. The transportation logistics segment’s truck transportation services include a full array of truckload transportation for a wide range of commodities and, to a lesser degree, less-than-truckload and other truck transportation services. A significant portion of the Company’s truckload services is priced in the spot market and delivered over irregular or non-repetitive routes, while approximately 25% of the Company’s fiscal year 2024 truck transportation revenue was generated by BCO Independent Contractors utilizing Landstar provided trailing equipment, which frequently is used on more routine, regular routes. The Company utilizes a broad assortment of equipment, including dry and specialty vans of various sizes, unsided/platform trailers (including flatbeds, drop decks and specialty trailers) and temperature-controlled vans. Available truck transportation services also include short-to-long haul movement of containers by truck and expedited ground and dedicated power-only truck capacity. During fiscal year 2024, revenue generated by BCO Independent Contractors and Truck Brokerage Carriers was 38% and 52%, respectively, of consolidated revenue. Also, during fiscal year 2024, truck transportation revenue generated via van equipment and unsided/platform trailing equipment was 56% and 33%, respectively, of truck transportation revenue and less-than-truckload and other truck transportation revenue was 2% and 8%, respectively, of truck transportation revenue. The Company’s truck transportation services contributed 90% of consolidated revenue in fiscal year 2024, 91% of consolidated revenue in fiscal year 2023 and 89% of consolidated revenue in fiscal year 2022.
Rail Intermodal Services. The transportation logistics segment’s rail intermodal services operate with contracts with Class 1 domestic and Canadian railroads, certain short-line railroads and most major asset-based intermodal equipment providers, including agreements with stacktrain operators and container and trailing equipment companies. In addition, the transportation logistics segment’s rail intermodal services operate with contracts with a vast network of local trucking companies that handle pick-up and delivery of rail freight. These contracts provide the transportation logistics segment the ability to transport freight via rail throughout the United States, Canada and Mexico. The transportation logistics segment’s rail intermodal service capabilities include trailer on flat car, container on flat car, box car and railcar. The transportation logistics segment’s rail intermodal services contributed 2% of consolidated revenue in each of fiscal years 2024, 2023 and 2022.
Air and Ocean Services. The transportation logistics segment provides domestic and international air services and ocean services to its customers. The Company executes international air freight transportation as an International Air Transport Association (“IATA”) certified Indirect Air Carrier (“IAC”) and international ocean freight transportation as an Ocean Transportation Intermediary (“OTI”) licensed by the Federal Maritime Commission (“FMC”) as a non-vessel operating common carrier (“NVOCC”) and ocean freight forwarder. Through its network of independent commission sales agents, relationships within a global network of foreign transportation intermediaries and contracts with a number of airlines and ocean lines, the transportation logistics segment provides efficient and cost effective door-to-door transportation to most points in the world for a vast array of cargo types such as over-sized break bulk, consolidations, full container loads, less-than container loads and refrigerated freight. The transportation logistics segment’s air and ocean services contributed 6% of consolidated revenue in fiscal year 2024, 5% of consolidated revenue in fiscal year 2023 and 8% of consolidated revenue in fiscal year 2022.
Insurance Segment
The insurance segment is comprised of Signature Insurance Company (“Signature”), a wholly owned offshore insurance subsidiary, and Risk Management Claim Services, Inc. (“RMCS”). The insurance segment provides risk and claims management services to certain of Landstar’s Operating Subsidiaries. In addition, it reinsures certain risks of the Company’s BCO Independent Contractors and provides certain property and casualty insurance and reinsurance to certain of Landstar’s Operating Subsidiaries. Revenue at the insurance segment represents reinsurance premiums from third party insurance companies that provide insurance programs to BCO Independent Contractors where all or a portion of the risk of loss is ultimately borne by Signature. Revenue at the insurance segment represented approximately 1% of the Company’s consolidated revenue in each of fiscal years 2024, 2023 and 2022. See “Notes to Consolidated Financial Statements” for the amount of revenue from external customers and measure of profit attributable to the insurance segment for the last three fiscal years.
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Factors Significant to the Company’s Operations
Management believes the following factors are particularly significant to the Company’s operations:
Agent Network
The Company’s primary day-to-day contact with its customers is through its network of independent commission sales agents and, to a lesser extent, through employees of the Company. The typical Landstar independent commission sales agent maintains a relationship with a number of shippers and services these shippers utilizing the Company’s digital technologies and extensive network of third party capacity that provides various modes of transportation services to the Company. The Company provides assistance to the agents in developing additional relationships with shippers and enhancing agent and Company relationships with larger shippers through the Company’s field employees, located throughout the United States and Canada. The Operating Subsidiaries provide programs to support the agents’ operations and tools and data to assist agents in establishing pricing for freight hauled by the various modes of transportation available to the agents. It is important to note that the Operating Subsidiaries, and not the Company’s agents, contract directly with customers and generally assume the related credit risk and potential liability for freight losses or damages when the Company is providing transportation services as a motor carrier.
Management believes the Company has more independent commission sales agents than any other asset-light integrated transportation management solutions company in the United States. Landstar’s vast network of independent commission sales agent locations provides the Company regular contact with shippers at the local level and the capability to be highly responsive to shippers’ changing needs. The Company’s large network of available capacity provides independent commission sales agents with the resources needed to service both large and small shippers. Through its agent network, the Company offers smaller shippers a level of service comparable to that typically enjoyed only by larger customers. Examples include the ability to provide transportation services on short notice, multiple pick-up and delivery points, automated information flow, access to specialized equipment, spotted van trailers and drop-and-hook operations. While the majority of the agents in the Company’s network arrange truck transportation services for shippers, a number of the Company’s agents specialize in certain types of freight and transportation services (such as oversized or heavy loads and/or rail, air and international freight transportation). Each independent commission sales agent has the opportunity to market all of the services provided by the transportation logistics segment.
The independent commission sales agents use a variety of digital technologies provided by the Company to service the requirements of shippers. For truckload services, the Company’s independent commission sales agents primarily use a Landstar cloud-based platform to enter available freight, dispatch capacity and process most administrative tasks and then communicate that information to Landstar and its capacity providers. The Company’s cloud-based available truck platform provides a listing of available truck capacity to the Company’s independent commission sales agents. The Company also offers independent commission sales agents a variety of proprietary pricing, operational and financial tools via web or mobile applications. For modes of transportation other than truckload, the independent commission sales agents utilize both proprietary and third party information technology applications provided by the Company.
Commissions to agents are based on contractually agreed-upon percentages of (i) revenue, (ii) revenue less the cost of purchased transportation, or (iii) revenue less a contractually agreed upon percentage of revenue retained by Landstar and the cost of purchased transportation (the “retention contracts”). Commissions to agents as a percentage of consolidated revenue vary directly with fluctuations in the percentage of consolidated revenue generated by the various modes of transportation and reinsurance premiums and, in general, vary inversely with changes in the amount of purchased transportation as a percentage of revenue on services provided by Truck Brokerage Carriers, railroads, air cargo carriers and ocean cargo carriers. Commissions to agents are recognized over the freight transit period as the performance obligation to the customer is completed.
The Company had 485 and 524 agents that each generated at least $1 million in Landstar revenue (the “Million Dollar Agents”) during fiscal years 2024 and 2023, respectively. Landstar revenue from the Million Dollar Agents in the aggregate represented 94% and 95% of consolidated revenue in 2024 and 2023, respectively. Included among the Company’s Million Dollar Agents, the Company had 81 independent sales agencies that generated at least $10 million in Landstar revenue during the 2024 fiscal year, which in aggregate comprised approximately 67% of Landstar’s consolidated revenue. Management believes that the majority of the Million Dollar Agents choose to represent the Company exclusively. Historically, the Company has experienced very few terminations of its Million Dollar Agents, whether such terminations are initiated by the agent or the Company. Annual terminations of Million Dollar Agents have typically been less than 3% of the total number of Million Dollar Agents.
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Third Party Capacity
The Company relies exclusively on independent third parties for its hauling capacity other than for trailing equipment owned or leased by the Company and utilized primarily by the BCO Independent Contractors. These third party transportation capacity providers consist of BCO Independent Contractors, Truck Brokerage Carriers, air and ocean cargo carriers and railroads. Landstar’s use of capacity provided by third parties allows it to maintain a lower level of capital investment, resulting in lower fixed costs and a higher return on invested capital. During fiscal year 2024, revenue generated by BCO Independent Contractors, Truck Brokerage Carriers and railroads represented approximately 38%, 52% and 2%, respectively, of the Company’s consolidated revenue. Collectively, revenue generated by air and ocean cargo carriers represented approximately 6% of the Company’s consolidated revenue during fiscal year 2024. Historically, variable contribution margin (defined as variable contribution, which is defined as revenue less variable costs of revenue, divided by revenue) generated from freight hauled by BCO Independent Contractors has been greater than that from freight hauled by other third party capacity providers. However, the Company’s insurance and claims costs, depreciation costs and other operating costs are incurred primarily in support of BCO Independent Contractor capacity. In addition, as further described in the “Corporate Services” section that follows, the Company incurs significantly higher selling, general and administrative costs in support of BCO Independent Contractor capacity as compared to the other modes of transportation. Purchased transportation costs are recognized over the freight transit period as the performance obligation to the customer is completed.
BCO Independent Contractors. Management believes the Company has the largest fleet of truckload BCO Independent Contractors in the United States. BCO Independent Contractors provide truck capacity to the Company under exclusive lease arrangements. Each BCO Independent Contractor operates under the motor carrier operating authority issued by the U.S. Department of Transportation (“DOT”) to Landstar’s Operating Subsidiary to which such BCO Independent Contractor provides services and has leased his or her equipment. The Company’s network of BCO Independent Contractors provides marketing, operating, customer service, safety, freight security, recruiting and retention advantages to the Company.
The Company’s BCO Independent Contractors are compensated primarily based on a contractually agreed-upon percentage of revenue generated by loads they haul. This percentage generally ranges from 62% to 70% where the BCO Independent Contractor provides only a tractor and 73% to 77% where the BCO Independent Contractor provides both a tractor and trailing equipment. The BCO Independent Contractor must pay substantially all of the expenses of operating his/her equipment, including driver wages and benefits, fuel, physical damage insurance, maintenance, highway use taxes and debt service, if applicable. The Company passes 100% of fuel surcharges billed to customers for freight hauled by BCO Independent Contractors to its BCO Independent Contractors. During fiscal year 2024, the Company billed customers $253 million in fuel surcharges and passed 100% of such fuel surcharges to the BCO Independent Contractors. These fuel surcharges are excluded from revenue and the cost of purchased transportation.
The Company maintains an ecosystem of digital technologies and applications through which BCO Independent Contractors can view a comprehensive listing of the Company’s available freight, allowing them to consider rate, size, origin and destination when planning trips. The Company’s LandstarOne™ mobile application provides BCO Independent Contractors information on loading opportunities as well as fueling station locations, retail fuel prices, fuel prices net of Landstar-arranged discounts and applicable state fuel tax credits, and equipment inspection site locations. The Landstar Contractors’ Advantage Purchasing Program (“LCAPP”) leverages Landstar’s purchasing power to provide discounts to eligible BCO Independent Contractors when they purchase equipment, fuel, tires and other items. In addition, Landstar Contractor Financing, Inc. provides a source of funds at competitive interest rates to the BCO Independent Contractors to purchase trailing equipment.
The number of trucks provided to the Company by BCO Independent Contractors was 8,843 at December 28, 2024, compared to 9,809 at December 30, 2023. At December 28, 2024, approximately 97% of the trucks provided by BCO Independent Contractors were provided by BCO Independent Contractors who provided five or fewer trucks to the Company. The number of trucks provided by BCO Independent Contractors fluctuates daily as a result of truck recruiting and truck terminations. The Company recruited fewer trucks in fiscal year 2024 than in fiscal year 2023. The Company also terminated fewer trucks in fiscal year 2024 than in fiscal year 2023. However, the decrease in the number of trucks recruited was larger than the decrease in the number of trucks terminated, resulting in an overall net decrease of 966 trucks during fiscal year 2024. Landstar’s BCO Independent Contractor truck turnover was approximately 35% in fiscal year 2024, compared to 41% in fiscal year 2023. Approximately 32% of 2024 turnover was attributable to BCO Independent Contractors who had been with the Company for less than one year. Management believes the factors that have historically favorably impacted turnover include the Company’s extensive agent network, the quantity and quality of available freight, the proprietary technology-based tools the Company makes available to BCO Independent Contractors to empower them to manage their businesses, the Company’s programs to reduce the operating costs of its BCO Independent Contractors and Landstar’s reputation for quality, safety, service, reliability and financial strength. Increasing revenue per load on a sequential basis historically has had a favorable impact on BCO Independent Contractor turnover.
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During fiscal year 2024, revenue per load on loads hauled by BCO Independent Contractors sequentially increased in the second, third and fourth fiscal quarters.
Truck Brokerage Carriers. At December 28, 2024, the Company maintained a database of over 70,000 approved Truck Brokerage Carriers who provide truck capacity to the Company. Truck Brokerage Carriers provide truck capacity to the Company under non-exclusive contractual arrangements and each operates under its own DOT-issued motor carrier operating authority. Truck Brokerage Carriers are paid either a negotiated rate for each load hauled or, to a lesser extent, a contractually agreed-upon fixed rate per load. The Company recruits, approves, establishes contracts with and tracks safety ratings and service records of these third party trucking companies. In addition to providing additional capacity to the Company, the use of Truck Brokerage Carriers enables the Company to pursue different types and quality of freight such as short-haul traffic, less-than-truckload and, in certain instances, lower-priced freight that generally would not be desirable to the Company’s BCO Independent Contractors.
The Company maintains an ecosystem of digital technologies and applications through which Truck Brokerage Carriers can view a listing of the Company’s freight that is available to them. The Landstar Savings Plus Program leverages Landstar’s purchasing power to provide discounts to eligible Truck Brokerage Carriers when they purchase fuel and equipment and provides the Truck Brokerage Carriers with an electronic payment option.
Railroads and Air and Ocean Cargo Carriers. The Company has contracts with Class 1 domestic and Canadian railroads, certain short-line railroads and domestic and international airlines and ocean lines. These relationships allow the Company to pursue the freight best serviced by these forms of transportation capacity. Railroads and ocean cargo carriers are paid either a negotiated rate for each load hauled or a contractually agreed-upon fixed rate per load. Air cargo carriers are generally paid a negotiated rate for each load hauled. The Company also contracts with other third party capacity providers, such as air charter service providers, when required by specific customer needs.
Trailing Equipment
The Company offers its customers a large and diverse fleet of trailing equipment. The following table illustrates the mix of the trailing equipment as of December 28, 2024, either provided by the BCO Independent Contractors or owned or leased by the Company and made available primarily to BCO Independent Contractors. The Company also provides power-only services, as reported in other truck transportation revenue, utilizing trailing equipment generally provided by the shipper or other third party. In general, Truck Brokerage Carriers utilize their own trailing equipment when providing transportation services on behalf of Landstar. Power-only and Truck Brokerage Carrier trailing equipment is not included in the following table:
Trailers by Type |
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Van |
14,788 | |||
Unsided/platform, including flatbeds, step decks, drop decks and low boys |
2,718 | |||
Temperature-controlled |
161 | |||
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Total |
17,667 | |||
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Specialized services offered by the Company include those provided by a large fleet of platform trailers and multi-axle trailers capable of hauling extremely heavy or oversized loads. Management believes the Company, along with its network of capacity providers, offers one of the largest fleets of heavy/specialized trailing equipment in North America.
At December 28, 2024, 14,225 of the trailers available to the BCO Independent Contractors were owned by the Company and 184 were rented. In addition, at December 28, 2024, 3,258 trailers were provided by the BCO Independent Contractors. Approximately 25% of Landstar’s truck transportation revenue was generated on Landstar-provided trailing equipment during fiscal year 2024.
Customers
The Company’s customer base is highly diversified and dispersed across many industries, commodities and geographic regions. The Company’s top 100 customers accounted for approximately 46% of consolidated revenue during both fiscal years 2024 and 2023. Management believes that the Company’s overall size, ecosystem of digital technologies and applications, geographic coverage, access to equipment and diverse service capability offer the Company significant competitive marketing and operating advantages. These advantages allow the Company to meet the needs of even the largest shippers. Larger shippers often consider reducing the number of authorized carriers they use in favor of a small number of “core carriers,” such as the Company, whose size and diverse service capabilities enable these core carriers to satisfy most of the shippers’ transportation needs.
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The Company’s national account customers include the United States Department of Defense and many of the companies included in the Fortune 500. Large shippers also use third party logistics providers (“3PLs”) to outsource the management and coordination of their transportation needs. 3PLs and other transportation companies also utilize the Company’s available transportation capacity to satisfy their obligations to their shippers. There were 10 transportation service providers, including 3PLs, included in the Company’s top 25 customers for fiscal year 2024. Management believes the Company’s network of agents and third party capacity providers allows it to efficiently attract and service smaller shippers which may not be as desirable to other large transportation providers (see above under “Agent Network”). No customer accounted for more than 7% of the Company’s 2024 revenue.
Technology
Landstar focuses on providing integrated transportation management solutions which emphasize customer service and information coordination among its independent commission sales agents, customers, capacity providers and employees. The Company continues to focus on identifying, purchasing or developing and implementing software applications and tools which are designed to: (i) assist Landstar independent commission sales agents in efficiently sourcing capacity, pricing transportation services and managing and analyzing the performance of their independent businesses, (ii) assist customers in meeting their transportation needs, (iii) assist third party capacity providers in identifying desirable freight opportunities and operating their independent businesses, and (iv) improve operational and administrative efficiency throughout the Company. Landstar intends to continue to improve and enhance its technologies to meet the total needs of its agents, customers and third party capacity providers and remains engaged in various multi-year projects aimed at increasing efficiencies, primarily through technology, at Landstar and across our agent and third party capacity network.
Management believes leadership in the development, operation and support of an ecosystem of digital technologies and applications is an ongoing part of providing high quality service. The Company has engaged in a multi-year effort to implement a comprehensive strategy focused on the long-term development of leading edge digital tools to empower participants in our network to succeed in the technology-driven transportation logistics marketplace. As a result of this strategy, the Company offers the following tools to participants within our network:
• | Landstar TMS: A cloud-based platform for truckload freight agent workflow. |
• | Blue TMS: A cloud-based platform built specifically to service the truckload brokerage contract services market. |
• | Analytics: A suite of business intelligence applications powered by Microsoft Power BI for independent sales agents and BCO Independent Contractors to access information and identify trends in their businesses. |
• | Pricing Tools: Landstar-proprietary pricing application developed with data scientists using historical Company information and third party pricing data to provide independent commission sales agents with near real time market data. |
• | LandstarOne™: Mobile application available to BCO Independent Contractors and third party motor carriers providing a one-stop location for available loading opportunities as well as fueling station locations, retail fuel prices, fuel prices net of Landstar-arranged discounts and applicable state fuel tax credits, and equipment inspection site locations. |
• | Clarity: Landstar’s proprietary freight tracking tool that incorporates geo-locational data from, among other sources, electronic logging devices, trailer tracking devices and third party data aggregators. |
• | Agent and Capacity Portals: New and improved cloud-based portals built to provide a single on-ramp to a multitude of applications, tools and information available to Landstar independent agents and capacity providers. |
• | Trailer Tools: Applications empowering independent commission sales agents through the automation of the Company’s trailer request and trailer pool management processes. |
• | Credit: Application that automates the process for independent commission sales agents to request customer credit. |
Since the launch of this initiative in 2016, the Company has invested approximately $192 million in this strategic development effort, including approximately $34 million and $35 million, respectively, in fiscal years 2024 and 2023.
The Company’s information technology systems used in connection with its operations are located in Jacksonville, Florida and, to a lesser extent, in Rockford, Illinois. In addition, the Company utilizes several third party data centers throughout the U.S. Landstar relies, in the regular course of its business, on the proper operation of its information technology systems.
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Corporate Services
The Company provides many administrative support services to its network of independent commission sales agents, third party capacity providers and customers. Management believes that the mobile and digital applications purchased or developed and maintained by the Company and its administrative support services provide operational and financial advantages to its independent commission sales agents, third party capacity providers and customers. These, in turn, enhance the operational and financial efficiency of all aspects of the network.
Administrative support services that provide operational and financial advantages to the network include customer contract administration, customer credit review and approvals, pricing, customer billing, accounts receivable collections, third party capacity settlement, operator and equipment safety and compliance management for our network of BCO Independent Contractors, insurance claims handling, coordination of vendor discount programs and third party capacity sourcing programs. Marketing and advertising strategies are also provided by the Company. The Company’s practices of accepting customer credit risk and paying its agents and carriers promptly provides a significant competitive advantage to the Company in comparison to less capitalized competitors.
Competition
Landstar competes primarily in the transportation and logistics services industry with truckload carriers, third party logistics companies, digital freight brokers, intermodal transportation and logistics service providers, railroads, less-than-truckload carriers and other asset-light transportation and logistics service providers. The transportation and logistics services industry is extremely competitive and fragmented.
Management believes that competition for freight transported by the Company is based on service, efficiency, safety, freight security and freight rates, which are influenced significantly by the economic environment, particularly the amount of available transportation capacity and freight demand. Management believes that Landstar’s overall size, service offerings and availability of a wide range of equipment, together with its geographically dispersed local independent agent network, present the Company with significant competitive advantages over many transportation and logistics service providers.
Self-Insured Claims
Potential liability associated with accidents in the trucking industry is severe and occurrences are unpredictable. Landstar retains liability through a self-insured retention for commercial trucking claims up to $5 million per occurrence. Effective May 1, 2023, the Company entered into a three year commercial auto liability insurance arrangement for losses incurred between $5 million and $10 million (the “2023 Initial Excess Policy”) with a third party insurance company. For commercial trucking claims incurred on or after May 1, 2023 through April 30, 2026, the 2023 Initial Excess Policy provides for an aggregate deductible of $18 million over the thirty-six-month term ending April 30, 2026. After payment of the deductible, the 2023 Initial Excess Policy provides for a limit for a single loss of $5 million, with an aggregate limit of $15 million for the thirty-six-month term ending April 30, 2026.
The Company also maintains third party insurance arrangements providing excess coverage for commercial trucking liabilities in excess of $10 million. These third party arrangements provide coverage on a per occurrence or aggregated basis. Over the past decade, there has been a significant increase in the prevalence of trials in courts throughout the United States involving catastrophic injury and fatality claims against commercial motor carriers that have resulted in verdicts in excess of $10 million. Within the transportation logistics industry, these verdicts are often referred to as “Nuclear Verdicts.” The increase in Nuclear Verdicts has had a significant impact on the cost of commercial auto liability claims throughout the United States. Due to the increasing cost of commercial auto liability claims, the availability of excess coverage has significantly decreased, and the pricing associated with such excess coverage, to the extent available, has significantly increased. Since the annual policy year ended April 30, 2020, as compared to the annual policy year ending April 30, 2025, the Company experienced an increase of approximately $22 million, or over 400%, in the premiums charged by third party insurance companies to the Company for excess coverage for commercial trucking liabilities in excess of $10 million.
Moreover, the Company from year to year manages the level of its financial exposure to commercial trucking claims in excess of $10 million, including through the use of additional self-insurance, deductibles, aggregate loss limits, quota shares and other arrangements with third party insurance companies, based on the availability of coverage within certain excess insurance coverage layers and estimated cost differentials between proposed premiums from third party insurance companies and historical and actuarially projected losses experienced by the Company at various levels of excess insurance coverage.
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For example, with respect to a single hypothetical claim in the amount of $65 million incurred during the annual policy year ending April 30, 2025, the Company would have an aggregate financial exposure of approximately $30 million.
Within the Company’s third party insurance arrangements providing excess coverage for commercial trucking liabilities, structured arrangements with third party reinsurers within a specific loss layer may include provisions that require additional payments of premium in the event of unfavorable loss experience or a refund of premium in the event of favorable loss experience. With respect to one such three year commercial auto liability reinsurance arrangement relating to certain excess claims incurred between May 1, 2020 through April 30, 2023, it is anticipated that during the 2025 second fiscal quarter, the Company will receive a $12,000,000 cash payment from a third party reinsurance provider in the form of a “no claims bonus” due to favorable loss experience during the policy period. The Company intends to record the receipt of this payment as a deferred gain on the balance sheet until such time as all underlying claims with exposure under the applicable excess layer insurance arrangement are resolved and the gain can be recognized.
Furthermore, the Company’s third party insurance arrangements provide excess coverage up to an uppermost coverage layer, in excess of which the Company retains additional financial exposure. No assurances can be given that the availability of excess coverage for commercial trucking claims will not continue to deteriorate, that the pricing associated with such excess coverage, to the extent available, will not continue to increase, nor that insurance coverage from third party insurers for excess coverage of commercial trucking claims will even be available on commercially reasonable terms at certain levels. Moreover, the occurrence of a Nuclear Verdict, or the settlement of a catastrophic injury and/or fatality claim that could have otherwise resulted in a Nuclear Verdict, could have a material adverse effect on Landstar’s cost of insurance and claims and its results of operations.
Further, the Company retains liability of up to $2,000,000 for each general liability claim, $250,000 for each workers’ compensation claim and $250,000 for each cargo claim. In recent years, the amount of cargo theft throughout the freight transportation and logistics supply chain in the United States has significantly increased. The Company has experienced, and may continue to experience, increases in the amount of cargo theft, resulting in increased exposure to liability from cargo claims. In addition, under reinsurance arrangements by Signature of certain risks of the Company’s BCO Independent Contractors, the Company retains liability of up to $500,000, $1,000,000 or $2,000,000 with respect to certain occupational accident claims and up to $750,000 with respect to certain workers’ compensation claims. The Company’s exposure to liability associated with accidents incurred by Truck Brokerage Carriers, railroads and air and ocean cargo carriers who transport freight on behalf of the Company is reduced by various legal defenses and other factors including the extent to which such carriers maintain their own insurance coverage. A material increase in the frequency or severity of accidents, cargo claims, including further increases in the amount of cargo theft, or workers’ compensation claims or the material unfavorable development of existing claims could have a material adverse effect on Landstar’s cost of insurance and claims and its results of operations.
Regulation
Certain of the Operating Subsidiaries are considered motor carriers and/or brokers authorized to arrange for transportation services by motor carriers which are regulated by the Federal Motor Carrier Safety Administration (the “FMCSA”) and by various state agencies. The FMCSA has broad regulatory powers with respect to activities such as motor carrier operations, practices, periodic financial reporting and insurance. Subject to federal and state regulatory authorities or regulation, the Company’s capacity providers may transport most types of freight to and from any point in the United States over any route they select.
Interstate motor carrier operations are subject to safety requirements prescribed by the FMCSA. Each truck operator, whether working as a BCO Independent Contractor or for a Truck Brokerage Carrier, is required to have a commercial driver’s license and may be subject to mandatory drug and alcohol testing. The FMCSA’s commercial driver’s license and drug and alcohol testing requirements have not adversely affected the Company’s ability to source the capacity necessary to meet its customers’ transportation needs.
Additionally, certain of the Operating Subsidiaries are licensed as Ocean Transportation Intermediaries by the U.S. Federal Maritime Commission as non-vessel-operating common carriers and/or as ocean freight forwarders. The Company’s air transportation activities in the United States are subject to regulation by the U.S. Department of Transportation as an indirect air carrier. One of the Operating Subsidiaries is licensed by the U.S. Department of Homeland Security through the Bureau of U.S. Customs and Border Protection (“U.S. Customs”) as a customs broker. The Company is also subject to regulations and requirements relating to safety and security promulgated by, among others, the U.S. Department of Homeland Security through U.S. Customs and the Transportation Security Administration, the Canada Border Services Agency and various state and local agencies and port authorities. In addition, because the U.S. government is one of the Company’s customers, the Company must comply with and is affected by laws and regulations relating to doing business with the federal government.
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The transportation industry is subject to other potential regulatory and legislative changes (such as the possibility of more stringent environmental, climate change and/or safety/security regulations, limits on vehicle weight and size and regulations relating to the health and wellness of commercial truck operators) that may affect the economics of the industry by requiring changes in operating practices, by changing the demand for motor carrier services or the cost of providing truckload or other transportation or logistics services, or by adversely impacting the number of available commercial truck operators.
For a discussion of the risks associated with these laws and regulations, see Part I, Item 1A, “Risk Factors.”
Seasonality
Landstar’s operations are subject to seasonal trends common to the trucking industry. Historically, truckload shipments for the quarter ending in March are typically lower than for the quarters ending in June, September and December.
Human Capital Resources
We believe our employees are among our most important resources and are critical to our continued success. We focus significant attention on attracting and retaining talented and experienced individuals to manage and support our operations. To attract and retain top talent in our highly competitive industry, we have designed our compensation and benefits programs to provide a balanced and effective reward structure. Landstar seeks to compensate employees in a manner that is fair, consistent, and reflective of the external market and provides recognition for the achievement of individual goals, corporate objectives, and professional competencies while maintaining fiscal responsibility. Our short and long-term incentive programs are aligned with key business objectives and are intended to motivate strong performance. Our employees are eligible to participate in our medical, dental and vision programs, a 401(k) savings/retirement plan, flexible time-off, employer-provided life and disability insurance, our wellness program, our tuition reimbursement program, and an array of voluntary benefits designed to meet individual needs. We engage firms nationally recognized in the benefits area to objectively evaluate our programs and benchmark them against peers and other similarly situated organizations.
As of December 28, 2024, the Company and its subsidiaries employed 1,441 individuals. Two Landstar Ranger drivers (out of a Company total of approximately 8,843 drivers for BCO Independent Contractors) are members of the International Brotherhood of Teamsters. The turnover rate for Landstar employees located in the United States and Canada was 12% in 2024, 14% in 2023 and 17% in 2022. The Company considers relations with its employees to be good.
The Company has identified the following employee-focused goals:
• | Create and maintain an environment in which continuous improvement is encouraged and expected by everyone within the organization; |
• | Engage each Landstar employee in the Company’s vision to inspire and empower entrepreneurs to succeed in the highly competitive, technology driven freight transportation industry; and |
• | Ensure that all Landstar employees fully understand the requirements of their job and the role their job plays within Landstar. |
Landstar formally monitors employee satisfaction and engagement through periodic employee satisfaction and engagement surveys. The Company also uses employee roundtable and focus group discussions as well as exit interviews to monitor engagement and satisfaction.
Landstar provides comprehensive professional development opportunities to employees at all levels. Landstar’s training and development department offers all employees the opportunity to participate in various learning tracks on topics including Leadership, Workplace Safety & Security, Customer Service and other core skills. Courses offered by the training and development department are delivered by Landstar’s team of Association for Talent Development (ATD) certified trainers through both on-line and classroom settings.
At our core, Landstar is about providing opportunity to qualified candidates and employees regardless of background. We do not tolerate discriminatory behavior and strongly believe that diverse perspectives and a collaborative culture lead to better business outcomes. The Company complies with all applicable federal and state laws pertaining to employment.
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Our management teams and all of our employees are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. All of our employees must adhere to a code of ethics and employee compliance code that set standards for appropriate behavior and includes required annual training.
As of the end of 2024, a majority of the Company’s employees work remotely or on a hybrid basis.
Item 1A. Risk Factors
Operational Risks
Increased severity or frequency of accidents and other claims or a material unfavorable development of existing claims. As noted above in Item 1, “Business — Factors Significant to the Company’s Operations — Self-Insured Claims,” potential liability associated with accidents in the trucking industry is severe and occurrences are unpredictable. Landstar retains liability through a self-insured retention for commercial trucking claims up to $5 million per occurrence. Effective May 1, 2023, the Company entered into a three year commercial auto liability insurance arrangement for losses incurred between $5 million and $10 million (the “2023 Initial Excess Policy”) with a third party insurance company. For commercial trucking claims incurred on or after May 1, 2023 through April 30, 2026, the 2023 Initial Excess Policy provides for an aggregate deductible of $18 million over the thirty-six-month term ending April 30, 2026. After payment of the deductible, the 2023 Initial Excess Policy provides for a limit for a single loss of $5 million, with an aggregate limit of $15 million for the thirty-six-month term ending April 30, 2026.
The Company also maintains third party insurance arrangements providing excess coverage for commercial trucking liabilities in excess of $10 million. These third party arrangements provide coverage on a per occurrence or aggregated basis. Over the past decade, there has been a significant increase in the prevalence of trials in courts throughout the United States involving catastrophic injury and fatality claims against commercial motor carriers that have resulted in verdicts in excess of $10 million. Within the transportation logistics industry, these verdicts are often referred to as “Nuclear Verdicts.” The increase in Nuclear Verdicts has had a significant impact on the cost of commercial auto liability claims throughout the United States. Due to the increasing cost of commercial auto liability claims, the availability of excess coverage has significantly decreased, and the pricing associated with such excess coverage, to the extent available, has significantly increased. Since the annual policy year ended April 30, 2020, as compared to the annual policy year ending April 30, 2025, the Company experienced an increase of approximately $22 million, or over 400%, in the premiums charged by third party insurance companies to the Company for excess coverage for commercial trucking liabilities in excess of $10 million.
Moreover, the Company from year to year manages the level of its financial exposure to commercial trucking claims in excess of $10 million, including through the use of additional self-insurance, deductibles, aggregate loss limits, quota shares and other arrangements with third party insurance companies, based on the availability of coverage within certain excess insurance coverage layers and estimated cost differentials between proposed premiums from third party insurance companies and historical and actuarially projected losses experienced by the Company at various levels of excess insurance coverage. For example, with respect to a single hypothetical claim in the amount of $65 million incurred during the annual policy year ending April 30, 2025, the Company would have an aggregate financial exposure of approximately $30 million. Furthermore, the Company’s third party insurance arrangements provide excess coverage up to an uppermost coverage layer, in excess of which the Company retains additional financial exposure. No assurances can be given that the availability of excess coverage for commercial trucking claims will not continue to deteriorate, that the pricing associated with such excess coverage, to the extent available, will not continue to increase, nor that insurance coverage from third party insurers for excess coverage of commercial trucking claims will even be available on commercially reasonable terms at certain levels. Moreover, the occurrence of a Nuclear Verdict, or the settlement of a catastrophic injury and/or fatality claim that could have otherwise resulted in a Nuclear Verdict, could have a material adverse effect on Landstar’s cost of insurance and claims and its results of operations.
Further, the Company retains liability of up to $2,000,000 for each general liability claim, $250,000 for each workers’ compensation claim and $250,000 for each cargo claim. In recent years, the amount of cargo theft throughout the freight transportation and logistics supply chain in the United States has significantly increased. The Company has experienced, and may continue to experience, increases in the amount of cargo theft, resulting in increased exposure to liability from cargo claims. In addition, under reinsurance arrangements by Signature of certain risks of the Company’s BCO Independent Contractors, the Company retains liability of up to $500,000, $1,000,000 or $2,000,000 with respect to certain occupational accident claims and up to $750,000 with respect to certain workers’ compensation claims. The Company’s exposure to liability associated with accidents incurred by Truck Brokerage Carriers, railroads and air and ocean cargo carriers who transport freight on behalf of the Company is reduced by various legal defenses and other factors including the extent to which such carriers maintain their own insurance coverage. A material increase in the frequency or severity of accidents, cargo claims, including further increases in the amount of cargo theft, or workers’ compensation claims or the material unfavorable development of existing claims could have a material adverse effect on Landstar’s cost of insurance and claims and its results of operations.
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Dependence on third party insurance companies. The Company is dependent on a limited number of third party insurance companies to provide insurance coverage in excess of its self-insured retention amounts. Historically, the Company has maintained insurance coverage for commercial trucking claims in excess of its self-insured retention, up to various maximum amounts, with a limited number of third party insurance companies. In an attempt to manage the cost of insurance and claims, the Company has historically increased or decreased the level of its financial exposure to commercial trucking claims by increasing or decreasing its level of self-insured retention based on the estimated cost differential between proposed premiums from third party insurance companies and historical and actuarially projected losses experienced by the Company at various levels of self-insured retention. Similarly, in its excess insurance layers, the Company may increase or decrease the level of its financial exposure to commercial trucking claims, including through the use of additional self-insurance as well as deductibles, aggregate loss limits, quota shares and other arrangements with third party insurance companies, based on the estimated cost differential between proposed premiums from third party insurance companies and historical and actuarially projected losses experienced by the Company at various levels of excess insurance coverage. To the extent that the third party insurance companies propose increases to their premiums for coverage of commercial trucking claims, the Company may decide to pay such increased premiums or increase its financial exposure on an aggregate, per occurrence or other basis, including by increasing the amount of its self-insured retention. In fact, in recent years, several of the largest third party insurers providing excess coverage for commercial trucking claims in the United States announced that in light of increased severity trends related to the increase in losses attributable to unfavorable verdicts, they would no longer provide such coverage. Decisions by these third party insurers to exit this line of business have had a significant negative impact on the availability and pricing of excess coverage for commercial trucking claims in the United States. No assurances can be given that other third party insurers will not also decide to exit the market as a provider of excess coverage for commercial trucking claims in the United States, which could have a further negative effect on the availability and pricing of such coverage. Accordingly, no assurance can be given that insurance coverage from third party insurers for claims in excess of the Company’s current self-insured retentions will continue to be available on commercially reasonable terms.
Dependence on independent commission sales agents. As noted above in Item 1, “Business — Factors Significant to the Company’s Operations — Agent Network,” the Company markets its services primarily through independent commission sales agents. During fiscal year 2024, 485 agents generated revenue for Landstar of at least $1 million each, or in the aggregate approximately 94% of Landstar’s consolidated revenue. Included among these Million Dollar Agents, 81 agents generated at least $10,000,000 of Landstar revenue during the 2024 fiscal year, or in the aggregate approximately 67% of Landstar’s consolidated revenue. Of these larger agencies, one such Landstar independent commission sales agency, itself with a very diversified customer base, generated approximately $470,000,000, or 10%, of Landstar’s consolidated revenue and approximately 5% of Landstar’s consolidated variable contribution in fiscal year 2024.
A number of these larger agencies, including the largest of Landstar’s independent commission sales agents by revenue, maintain administrative operations in countries outside of North America where the risks may be different than in the United States or Canada due to geopolitical, legal or other risks associated with maintaining administrative operations in such foreign jurisdictions. There can be no assurance regarding the potential disruption and impact adverse geopolitical developments in these foreign jurisdictions could have on the ability of certain large independent commission sales agents to generate and maintain administrative operations in support of significant amounts of Landstar revenue. As disclosed in a Current Report on Form 8-K filed by the Company on February 28, 2022, the largest Landstar independent commission sales agency by revenue referenced above, while based in the United States, has significant administrative operations located in Ukraine. The administrative operations of this agency were significantly disrupted during the onset of the Russian invasion of Ukraine and continue to be affected by the ongoing conflict. The Company also has another of its largest independent commission sales agencies, as measured by revenue, that is based in the United States but conducts a portion of its administrative operations in western Ukraine. Russian efforts to destroy infrastructure throughout Ukraine has impacted the availability of electricity and other basic utilities at various times throughout the country. The priority for Landstar and both of these agencies is the safety and well-being of these agencies’ Ukrainian workforces and their families. No assurances can be provided regarding the conflict between Russia and Ukraine and the extent of potential future operational disruption the conflict may have on either of these Landstar agencies and the related impact of these disruptions on the Company.
Landstar competes with motor carriers and other third parties for the services of independent commission sales agents. Landstar has historically experienced very limited agent turnover in the number of its Million Dollar Agents. There can be no assurances, however, that Landstar will continue to experience very limited turnover of its Million Dollar Agents in the future. Landstar’s contracts with its agents, including its Million Dollar Agents, are typically terminable without cause upon 10 to 30 days’ notice by either party and generally contain significant but not unqualified restrictive covenants limiting the ability of a former agent to compete with Landstar for a specified period of time post-termination, and other restrictive covenants. The loss of some of the Company’s Million Dollar Agents and/or a significant decrease in revenue generated by Million Dollar Agents could have a material adverse effect on Landstar, including its results of operations and revenue.
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Dependence on third party capacity providers. As noted above in Item 1, “Business — Factors Significant to the Company’s Operations — Third Party Capacity,” Landstar does not own trucks or other transportation equipment other than trailing equipment and relies on third party capacity providers, including BCO Independent Contractors, Truck Brokerage Carriers, railroads and air and ocean cargo carriers, to transport freight for its customers. The Company competes with motor carriers and other third parties for the services of BCO Independent Contractors and other third party capacity providers. The market for qualified truck owner-operators and other third party truck capacity providers is very competitive among motor carriers, third party logistics companies and others and no assurances can be given that the Company will be able to maintain or expand the number of BCO Independent Contractors or other third party truck capacity providers. Additionally, the Company’s third party capacity providers other than BCO Independent Contractors can be expected, under certain circumstances, to charge higher prices to cover increased operating expenses, such as any increases in the cost of fuel, labor, equipment or insurance, and the Company’s operating income may decline without a corresponding increase in price to the customer. A significant decrease in available capacity provided by either the Company’s BCO Independent Contractors or other third party capacity providers, or increased rates charged by other third party capacity providers that cannot be passed through to customers, could have a material adverse effect on Landstar, including its results of operations and revenue.
Disruptions or failures in the Company’s computer systems; cyber and other information security incidents. As noted above in Item 1, “Business — Factors Significant to the Company’s Operations — Technology,” the Company’s information technology systems used in connection with its operations are located in Jacksonville, Florida and to a lesser extent in Rockford, Illinois. In addition, the Company utilizes several third party data centers throughout the United States. Landstar relies, in the regular course of its business, on the proper operation of its information technology systems to link its extensive network of customers, employees, agents and third party capacity providers, including its BCO Independent Contractors. Moreover, a majority of the Company’s employees work remotely or on a hybrid basis. Although the Company has redundant systems for its critical operations, any significant disruption or failure of its technology systems or those of third party data centers on which it relies could significantly disrupt the Company’s operations and impose significant costs on the Company. Moreover, it is critical that the data processed by or stored in the Company’s information technology systems or otherwise in the Company’s possession remain confidential, as it often includes confidential, proprietary and/or competitively sensitive information regarding our customers, employees, agents and third party capacity providers, key financial and operational results and statistics, and our strategic plans, including technology innovations, developments and enhancements. Cyber incidents that impact the security, availability, reliability, speed, accuracy or other proper functioning of these systems and data, including outages, computer viruses, break-ins and similar disruptions, could have a significant impact on our operations. Accordingly, information security and the continued development and enhancement of the controls and processes designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority for us. Our information systems and those of our third party service providers have been, and will likely continue to be, targeted by or subject to viruses, malware or other malicious codes, unauthorized access, cyber-attacks, cyber frauds, ransomware or other unauthorized occurrences which jeopardize the confidentiality, integrity or availability of our information or information systems. Cybersecurity threats are rapidly evolving and those threats and the means for obtaining access to our systems are becoming increasingly sophisticated. Cybersecurity threats can originate from a wide variety of sources including terrorists, nation states, financially motivated actors, hacktivists, internal actors, or third parties, such as external service providers or other third parties who may use an external service provider as a conduit to access our systems, and the techniques used change frequently and often are not recognized until after they have been launched. The rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks including the deployment of artificial intelligence technologies by threat actors. Although we believe that we have robust security procedures and other safeguards in place, as threats continue to evolve, we may be required to expend additional resources to continue to enhance our information security measures and/or to investigate and remediate any security vulnerabilities. At any given time, we face known and unknown cybersecurity risks and threats that are not fully mitigated, and we may discover vulnerabilities as we continuously work to enhance our cybersecurity risk management program. A significant incident, including system failure, security breach, disruption by malware or ransomware, or other damage, could interrupt or delay our operations, damage our reputation with customers, agents, third party capacity providers, employees, vendors, investors or other stakeholders, cause a loss of customers, agents and/or third party capacity providers, expose us to a risk of loss or litigation, and/or cause us to incur significant time and expense to remedy such an event, any of which could have a material adverse impact on our results of operations and financial condition.
Although the Company maintains cybersecurity and business interruption insurance, the Company’s insurance may not be adequate to cover all losses that may be incurred in the event of a significant disruption or failure of its information technology systems. In addition, cybersecurity and business interruption insurance could in the future become more expensive and difficult to maintain and may not be available on commercially reasonable terms or at all.
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Dependence on key vendors. As described above under “Dependence on third party insurance companies” and “Disruptions or failures in the Company’s computer systems; cyber and other information security incidents,” the Company is dependent on certain vendors, including third party insurance companies, third party data center providers, third party information technology application providers and third party payment disbursement providers. Any inability to negotiate satisfactory terms with one of these key vendors or any other significant disruption to or termination of a relationship with one of these key vendors could disrupt the Company’s operations and impose significant costs on the Company.
Adoption of artificial intelligence (“AI”). The adoption of AI and other emerging technologies may become significant to operating results in the future. While AI and other technologies may offer substantial benefits, they may also introduce additional risk. If we are unable to successfully adapt to, implement and utilize such emerging technologies as effectively as competitors, our results of operations may be negatively affected.
Economic, Competitive and Industry Risks
Decreased demand for transportation services; U.S. trade relationships. The transportation industry historically has experienced cyclical financial results as a result of slowdowns in economic activity, the business cycles of customers, and other economic factors beyond Landstar’s control. If a slowdown in economic activity or a downturn in the Company’s customers’ business cycles causes a reduction in the volume of freight shipped by those customers, the Company’s operating results could be materially adversely affected.
In addition, Landstar hauls a significant number of shipments that have either been imported into the United States or are destined for export from the United States. There is significant uncertainty in the marketplace as to the potential actions of the U.S. government with respect to international trade policy and the potential for significant tariffs to be enacted, particularly with respect to trade between the United States and, respectively, Mexico, Canada and China. Any decision by the U.S. government to adopt actions such as an increase in tariffs or customs duties, a border tax on imports, the renegotiation of U.S. trade agreements, in particular, the United States-Mexico-Canada Agreement, or any other action that could have a negative impact on international trade could cause a reduction in the volume of freight shipped by many Landstar customers. Any changes in tax and trade policies in the United States and corresponding actions by other countries, including a retaliatory increase in tariffs on goods destined for export from the United States, could adversely affect our financial performance.
Substantial industry competition. As noted above in Item 1, “Business — Factors Significant to the Company’s Operations — Competition,” Landstar competes primarily in the transportation and logistics services industry. This industry is extremely competitive and fragmented. Landstar competes primarily with truckload carriers, intermodal transportation service providers, railroads, less-than-truckload carriers, third party logistics companies, digital freight brokers and other asset-light transportation and logistics service providers. Management believes that competition for the freight transported by the Company is based on service, efficiency, safety and freight rates, which are influenced significantly by the economic environment, particularly the amount of available transportation capacity and freight demand. In recent years, the use of technology and the implementation of technology-based innovations have become increasingly important to compete within the transportation and logistics industry. In particular, management believes leadership in the development, operation and support of an ecosystem of digital technologies and applications is an ongoing part of providing high quality service. The failure of the Company to maintain or enhance its technology ecosystem in response to changing demands from customers, agents, and capacity providers could have a significant adverse impact on Landstar’s ability to compete for customers, agents and capacity providers in the transportation and logistics industry.
In addition, competition in our industry, historically, has created downward pressure on freight rates. Many large shippers use 3PLs other than the Company to outsource the management and coordination of their transportation needs rather than directly arrange for transportation services with carriers. As noted above, there were 10 transportation service providers, including 3PLs, included in the Company’s top 25 customers for the fiscal year ended December 28, 2024. Usage by large shippers of 3PLs often provides carriers, such as the Company, with a less direct relationship with the shipper and, as a result, may increase pressure on freight rates while making it more difficult for the Company to compete primarily based on service and efficiency. A prolonged decrease in freight rates could have a material adverse effect on Landstar, including its revenue and operating income.
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Legal, Tax, Regulatory and Compliance Risks
Status of independent contractors. For many years, the topic of the classification of individuals as employees or independent contractors has garnered significant attention among federal and state regulators as well as the plaintiffs’ bar. Various legislative or regulatory proposals have been introduced at the federal and state levels that may affect the classification status of individuals as independent contractors or employees for either employment tax purposes (e.g., withholding, social security, Medicare and unemployment taxes) or other benefits available to employees (most notably, workers’ compensation benefits). Certain states (most prominently, California) have experienced significant activity by tax and other regulators and numerous class action lawsuits filed against transportation companies that engage independent contractors.
There are many different tests and standards that may apply to the determination of whether a relationship is that of an independent contractor or one of employment. For example, different standards may be applied by the Internal Revenue Service, the U.S. Department of Labor, the National Labor Relations Board, state unemployment agencies, state departments of labor, state taxing authorities, the Equal Employment Opportunity Commission, state discrimination or disability benefit administrators and state workers compensation boards, among others. For federal tax purposes, most individuals are classified as employees or independent contractors based on a multi-factor “common-law” analysis rather than any definition found in the Internal Revenue Code or Internal Revenue Service regulations. In addition, under Section 530 of the Revenue Act of 1978, a taxpayer that meets certain criteria may treat an individual as an independent contractor for employment tax purposes if the taxpayer has been audited without being told to treat similarly situated workers as employees, if the taxpayer has received a ruling from the Internal Revenue Service or a court decision affirming the taxpayer’s treatment of the individual as an independent contractor, or if the taxpayer is following a long-standing recognized practice.
The Company classifies its BCO Independent Contractors and independent commission sales agents as independent contractors for all purposes, including employment tax and employee benefits. There can be no assurance that legislative, judicial, administrative or regulatory (including tax) authorities will not introduce proposals or assert interpretations of existing rules and regulations that would change the employee/independent contractor classification of BCO Independent Contractors or independent commission sales agents doing business with the Company. Certain states, most notably California, have enacted laws codifying the strict “ABC” test for purposes of determining a worker’s status as an independent contractor or employee under that state’s law. Versions of the ABC test have existed in a number of other states over the years and have been challenged in various courts as violating the federal government’s exclusive right to regulate trucking in certain areas of law and interstate commerce. The Company monitors these laws and what steps may be necessary or advisable to adapt to a changing legal and regulatory environment. Nevertheless, there remains significant uncertainty regarding how these types of laws will be interpreted and enforced by state and local governments as well as by courts.
Potential changes, if any, that could impact the legal classification of the independent contractor relationship between the Company and BCO Independent Contractors or independent commission sales agents could have a material adverse effect on Landstar’s operating model. Further, the costs associated with any such potential changes could have a material adverse effect on the Company’s results of operations and financial condition if Landstar were unable to pass through to its customers an increase in price corresponding to such increased costs. Moreover, class action litigation in this area against other transportation companies has resulted in significant damage awards and/or monetary settlements for workers who have been allegedly misclassified as independent contractors and the legal and other related expenses associated with litigating these cases can be substantial.
Regulatory and legislative changes. As noted above in Item 1, “Business — Factors Significant to the Company’s Operations — Regulation,” certain of the Operating Subsidiaries are motor carriers and/or property brokers authorized to arrange for transportation services by motor carriers which are regulated by the Federal Motor Carrier Safety Administration (“FMCSA”), an agency of the U.S. Department of Transportation, and by various state agencies. Several of the Operating Subsidiaries maintain a federal hazardous materials safety permit and, as a result, have an increased risk of compliance review by the FMCSA. Certain of the Operating Subsidiaries are licensed as Ocean Transportation Intermediaries by the U.S. Federal Maritime Commission as non-vessel-operating common carriers and/or as ocean freight forwarders. The Company’s air transportation activities in the United States are subject to regulation by the U.S. Department of Transportation as an indirect air carrier. One of the Company’s subsidiaries is licensed by the U.S. Department of Homeland Security through the Bureau of U.S. Customs and Border Protection (“U.S. Customs”) as a customs broker. The Company is also subject to regulations and requirements relating to safety and security promulgated by, among others, the U.S. Department of Homeland Security through U.S. Customs and the Transportation Security Administration, the Canada Border Services Agency and various state and local agencies and port authorities.
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The transportation industry is subject to other potential regulatory and legislative changes (such as the possibility of more stringent environmental, climate change and/or safety/security regulations, limits on vehicle weight and size and regulations relating to the health and wellness of commercial truck operators) that may affect the economics of the industry by requiring changes in operating practices, by changing the demand for motor carrier services or the cost of providing truckload or other transportation or logistics services, or by adversely impacting the number of available commercial truck operators.
In particular, the FMCSA may propose regulatory changes that affect the operation of commercial motor carriers across the United States. It is difficult to predict in what form FMCSA regulations may be implemented, modified or enforced and what impact any such regulations may have on motor carrier operations or the aggregate number of trucks that provide hauling capacity to the Company. No assurances can be given with respect to what impact new or revised motor carrier oversight programs implemented by the FMCSA could have on the Company, its motor carrier operations or the aggregate number of trucks that provide hauling capacity to the Company.
Regulations focused on diesel emissions and other air quality matters. Focus on diesel emissions, climate change and related air quality matters has led to efforts by federal, state and local governmental agencies to support legislation and regulations to limit the amount of carbon emissions, including emissions created by diesel engines utilized in tractors such as those operated by the Company’s BCO Independent Contractors and Truck Brokerage Carriers. Moreover, federal, state and local governmental agencies may also focus on regulation in relation to trailing equipment specifications in an effort to achieve, among other things, lower carbon emissions. For example, the California Air Resources Board (“CARB”) has implemented regulations that restrict the ability of certain tractors and trailers from operating in California and that impose emission standards on nearly all diesel-fueled trucks with gross vehicle weight ratings in excess of 14,000 lbs. that operate in California. Moreover, these emission standards have become increasingly stringent over time. As of January 1, 2023, nearly all diesel-fueled trucks with gross vehicle weight ratings in excess of 14,000 lbs. that operate in California are required to have a 2010 or newer model year engine. No assurances can be given with respect to the extent BCO Independent Contractors will choose to become CARB-compliant by purchasing a new or used CARB-compliant tractor, replacing the engine in their existing tractor with a CARB-compliant engine or performing an exhaust retrofit of their existing tractor by installing a particulate matter filter. Accordingly, many of the Company’s BCO Independent Contractors may choose not to haul loads that would require travel within California, which could affect the ability of the Company to service customer freight needs for freight originating from, delivering to or traveling through California. Furthermore, increased regulation of tractor or trailing equipment specifications, including emissions created by diesel engines, could create substantial costs for the Company’s third party capacity providers and, in turn, increase the cost of purchased transportation to the Company. An increase in the costs to purchase, lease or maintain tractor or trailing equipment or in purchased transportation cost caused by existing or new regulations without a corresponding increase in price to the customer could adversely affect Landstar, including its results of operations and financial condition.
Regulations requiring the purchase and use of zero-emission vehicles (“ZEVs”). Currently, the long-haul trucking industry in North America is diesel-fuel based and long-haul trucking operations powered by electricity, natural gas, or hydrogen-based powertrains rather than diesel are not commercially feasible at scale in North America. Significant challenges remain with respect to the economic feasibility of these trucks and the further development of this technology is necessary considering power, torque, range, efficiency and other aspects of long-haul trucking operations. Moreover, the extensive nationwide charging/fueling infrastructure and maintenance network that would be necessary to support such operations does not exist. Nevertheless, federal, state and local governmental agencies may engage in efforts to support legislation and regulations mandating the transition of diesel-fuel based commercial motor vehicles, such as Class 8 tractors operated by the Company’s BCO Independent Contractors and Truck Brokerage Carriers, to ZEVs. For example, CARB has adopted a regulation, the Advanced Clean Trucks (“ACT”) regulation intended to accelerate a large-scale transition to medium-and heavy-duty ZEVs. The regulation includes a manufacturer sales requirement and a reporting requirement that applies to large employers including retailers, manufacturers, brokers and others, as well as fleet owners with 50 or more trucks operating in California. The following states have also adopted the ACT regulation: Colorado, Maryland, Massachusetts, New Jersey, New Mexico, New York, Oregon, Rhode Island, Vermont and Washington.
Mandates requiring the transition to ZEVs would create substantial costs for the Company’s third party capacity providers and, in turn, increase the cost of purchased transportation to the Company. An increase in the costs to purchase, lease or maintain tractor equipment or in purchased transportation cost caused by existing or new regulations without a corresponding increase in price to the customer could adversely affect Landstar, including its results of operations and financial condition.
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Moreover, irrespective of the enactment of these types of regulations, no assurances can be provided that the technology advancements that will need to occur to make ZEVs commercially viable for long-haul trucking or the extensive nationwide charging/fueling infrastructure and maintenance network that would be necessary to support such operations will develop in the time frame that would be necessary to enable efforts to comply with legislative or regulatory mandates requiring the transition of diesel fuel-based vehicles to ZEVs. It is not expected that long-haul trucking operations powered by electricity, natural gas, or hydrogen-based powertrains rather than diesel will become commercially viable at scale throughout North America in the next five years. However, as various technology alternatives continue to develop and mature and investment in infrastructure continues, local or regional service in certain geographic areas utilizing Class 8 tractors powered by electricity, natural gas, or hydrogen-based powertrains may become commercially viable in such time frame. Landstar intends to continue to actively monitor developments in the trucking industry related to the design, manufacture, operation, and support of heavy-duty trucks powered by electricity, natural gas, or hydrogen-based powertrains in order to consider the implementation of initiatives involving those technologies, as those technologies and the related infrastructure needed to support them may mature in the future. An increase in costs to implement these initiatives without a corresponding increase in price to the customer could adversely affect Landstar, including its results of operations and financial condition.
General Risk Factors
Potential changes in taxes. From time to time, various legislative proposals are introduced to increase federal, state, or local taxes. The Company cannot predict whether, or in what form, any increase in corporate income tax rates, state tax rates, taxes related to the procurement of insurance, motor fuel tax rates or other tax rates applicable to the transportation services provided by the Company will be enacted and, if enacted, how such increased tax rates may impact the Company. As an example, for every 100 basis point increase in the U.S. corporate income tax rate, the Company would recognize a one-time tax charge of approximately $800,000 in connection with revaluing its ending net deferred tax liabilities at December 28, 2024. With respect to potential increases in fuel and similar taxes, it is unclear whether or not the Company’s Truck Brokerage Carriers would attempt to pass the increase on to the Company or if the Company will be able to reflect this potential increased cost of capacity, if any, in prices to customers. Any such increase in fuel taxes, without a corresponding increase in price to the customer, could have a material adverse effect on Landstar, including its results of operations and financial condition. Moreover, competition from other transportation service companies including those that provide non-trucking modes of transportation would likely increase if state or federal taxes on fuel were to increase without a corresponding increase in taxes imposed upon other modes of transportation.
On August 16, 2022, the Inflation Reduction Act was signed into law and established a one percent excise tax on stock repurchases made by publicly traded U.S. corporations. This provision was effective for tax years beginning after December 31, 2022. Accrued excise tax of $717,000 was included in other current liabilities in the consolidated balance sheet at December 28, 2024. The excise tax could have an adverse effect on the Company’s cash flows in future years.
Intellectual property. The Company uses both internally developed and purchased technology in conducting its business. Whether internally developed or purchased, it is possible that the use of these technologies could be claimed to infringe upon or violate the intellectual property rights of third parties. In the event that a claim is made against the Company by a third party for the infringement of intellectual property rights, any settlement or adverse judgment against the Company either in the form of increased costs of licensing or a cease and desist order in using the technology could have an adverse effect on the Company’s business and its results of operations.
Item 1B. Unresolved Staff Comments
None.
18
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The reported last sale price per share of the Common Stock as reported on the NASDAQ Global Select Market on January 24, 2025 was $173.04 per share. As of such date, Landstar had 35,316,073 shares of Common Stock outstanding and had 136 stockholders of record of its Common Stock. However, the Company estimates that it has a significantly greater number of stockholders because a substantial number of the Company’s shares are held by brokers or dealers for their customers in street name.
Purchases of Equity Securities by the Company
The following table provides information regarding the Company’s purchase of its Common Stock during the period from September 29, 2024 to December 28, 2024, the Company’s fourth fiscal quarter:
Fiscal Period |
Total Number of Shares Purchased |
Average Price Paid Per Share(1) |
Total Number of Shares Purchased as Part of Publicly Announced Programs |
Maximum Number of Shares That May Yet Be Purchased Under the Programs |
||||||||||||
September 28, 2024 |
2,563,081 | |||||||||||||||
Sept. 29, 2024 – Oct. 26, 2024 |
— | $ | — | — | 2,563,081 | |||||||||||
Oct. 27, 2024 – Nov. 23, 2024 |
15,100 | 178.96 | 15,100 | 2,547,981 | ||||||||||||
Nov. 24, 2024 – Dec. 28, 2024 |
— | — | — | 2,547,981 | ||||||||||||
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Total |
15,100 | $ | 178.96 | 15,100 | ||||||||||||
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(1) | The average price paid per share does not include the 1% excise tax on net stock repurchases, as applicable. |
On December 7, 2021, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 1,912,824 shares of the Company’s Common Stock from time to time in the open market and in privately negotiated transactions. On December 6, 2022, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 1,900,826 additional shares of the Company’s Common Stock from time to time in the open market and in privately negotiated transactions. On December 4, 2023, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 319,332 additional shares of its Common Stock from time to time in the open market and in privately negotiated transactions under its share purchase program. As of December 28, 2024, the Company had authorization to purchase in the aggregate up to 2,547,981 shares of its Common Stock under these programs. No specific expiration date has been assigned to the December 7, 2021, December 6, 2022 or December 4, 2023 authorizations.
Equity Compensation Plan Information
The Company maintains a stock compensation plan for members of its Board of Directors, the 2022 Directors Stock Compensation Plan (the “2022 DSCP”), and an employee equity incentive plan, the 2011 Equity Incentive Plan (the “2011 EIP”). The following table presents information related to securities authorized for issuance under these plans at December 28, 2024:
Plan Category |
Number of Securities to be Issued Upon Exercise of Outstanding Options |
Weighted-average Exercise Price of Outstanding Options |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans |
|||||||||
Equity Compensation Plans Approved by Security Holders |
0 | 0 | 2,981,152 | |||||||||
Equity Compensation Plans Not Approved by Security Holders |
0 | 0 | 0 |
Under the 2011 EIP, the issuance of (i) a non-vested share of Landstar Common Stock issued in the form of restricted stock and (ii) a share of Landstar Common Stock issued upon the vesting of a previously granted restricted stock unit each counts as the issuance of two securities against the number of securities available for future issuance. Included in the number of securities remaining available for future issuance under equity compensation plans were 181,450 shares of Common Stock reserved for issuance under the 2022 DSCP.
21
Financial Model Shareholder Returns
The following graph illustrates the return that would have been realized, assuming reinvestment of dividends, by an investor who invested $100 in each of the Company’s Common Stock, the Standard and Poor’s 500 Stock Index and the Dow Jones Transportation Stock Index for the period commencing December 28, 2019 through December 28, 2024.
22
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995. Statements contained in this document that are not based on historical facts are “forward-looking statements.” This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Form 10-K contain forward-looking statements, such as statements which relate to Landstar’s business objectives, plans, strategies and expectations. Terms such as “anticipates,” “believes,” “estimates,” “intention,” “expects,” “plans,” “predicts,” “may,” “should,” “could,” “will,” the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: an increase in the frequency or severity of accidents or other claims; unfavorable development of existing accident claims; dependence on third party insurance companies; dependence on independent commission sales agents; dependence on third party capacity providers; the impact of the Russian conflict with Ukraine on the operations of certain independent commission sales agents, including the Company’s largest such agent by revenue in the 2024 fiscal year; decreased demand for transportation services; U.S. trade relationships; substantial industry competition; disruptions or failures in the Company’s computer systems; cyber and other information security incidents; dependence on key vendors; potential changes in taxes; status of independent contractors; regulatory and legislative changes; regulations focused on diesel emissions and other air quality matters; regulations requiring the purchase and use of zero-emission vehicles; intellectual property; and other operational, financial or legal risks or uncertainties detailed in this and Landstar’s other SEC filings from time to time and described in Item 1A in this Form 10-K under the heading “Risk Factors.” These risks and uncertainties could cause actual results or events to differ materially from historical results or those anticipated. Investors should not place undue reliance on such forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements.
Introduction
Landstar System, Inc. and its subsidiary, Landstar System Holdings, Inc. (collectively referred to herein with their subsidiaries and other affiliated companies as “Landstar” or the “Company”), is a technology-enabled, asset-light provider of integrated transportation management solutions delivering safe, specialized transportation services to a broad range of customers utilizing a network of agents, third party capacity providers and employees. The Company offers services to its customers across multiple transportation modes, with the ability to arrange for individual shipments of freight to comprehensive third party logistics solutions to meet all of a customer’s transportation needs. Landstar provides services principally throughout the United States and to a lesser extent in Canada and Mexico, and between the United States and Canada, Mexico and other countries around the world. The Company’s services emphasize safety, information coordination and customer service and are delivered through a network of approximately 1,050 independent commission sales agents and over 78,000 third party capacity providers, primarily truck capacity providers, linked together by a series of digital technologies which are provided and coordinated by the Company. The nature of the Company’s business is such that a significant portion of its operating costs varies directly with revenue.
Landstar markets its integrated transportation management solutions primarily through independent commission sales agents and exclusively utilizes third party capacity providers to transport customers’ freight. Landstar’s independent commission sales agents enter into contractual arrangements with the Company and are responsible for locating freight, making that freight available to Landstar’s capacity providers and coordinating the transportation of the freight with customers and capacity providers. The Company’s third party capacity providers consist of independent contractors who provide truck capacity to the Company under exclusive lease arrangements (the “BCO Independent Contractors”), unrelated trucking companies who provide truck capacity to the Company under non-exclusive contractual arrangements (the “Truck Brokerage Carriers”), air cargo carriers, ocean cargo carriers and railroads. Through this network of agents and capacity providers linked together by Landstar’s ecosystem of digital technologies, Landstar operates an integrated transportation management solutions business primarily throughout North America with revenue of $4.8 billion during the most recently completed fiscal year. The Company reports the results of two operating segments: the transportation logistics segment and the insurance segment.
The transportation logistics segment provides a wide range of integrated transportation management solutions. Transportation services are provided by Landstar’s “Operating Subsidiaries”: Landstar Ranger, Inc., Landstar Inway, Inc., Landstar Ligon, Inc., Landstar Gemini, Inc., Landstar Transportation Logistics, Inc., Landstar Global Logistics, Inc., Landstar Express America, Inc., Landstar Canada, Inc., Landstar Metro, S.A.P.I. de C.V., and Landstar Blue, LLC. Transportation services offered by the Company include truckload, less-than-truckload and other truck transportation, rail intermodal, air cargo, ocean cargo, expedited ground and air delivery of time-critical freight, heavy-haul/specialized, cold chain/temperature-controlled, U.S.-Canada and U.S.-Mexico cross-border, intra-Mexico, intra-Canada, project cargo and customs brokerage.
23
Examples of the industries serviced by the transportation logistics segment include automotive parts and assemblies, consumer durables, building products, metals, chemicals, foodstuffs, heavy machinery, retail, electronics and military equipment and general commodities. In addition, the transportation logistics segment provides transportation services to other transportation companies, including third party logistics and less-than-truckload service providers. The independent commission sales agents market services provided by the transportation logistics segment. Billings for freight transportation services are typically charged to customers on a per shipment basis for the physical transportation of freight and are referred to as transportation revenue. During fiscal year 2024, revenue generated by BCO Independent Contractors, Truck Brokerage Carriers and railroads represented approximately 38%, 52% and 2%, respectively, of the Company’s consolidated revenue. Collectively, revenue generated by air and ocean cargo carriers represented approximately 6% of the Company’s consolidated revenue during fiscal year 2024.
The insurance segment is comprised of Signature Insurance Company (“Signature”), a wholly owned offshore insurance subsidiary, and Risk Management Claim Services, Inc. The insurance segment provides risk and claims management services to certain of Landstar’s Operating Subsidiaries. In addition, it reinsures certain risks of the Company’s BCO Independent Contractors and provides certain property and casualty insurance and reinsurance to certain of Landstar’s Operating Subsidiaries. Revenue at the insurance segment represents reinsurance premiums from third party insurance companies that provide insurance programs to BCO Independent Contractors where all or a portion of the risk is ultimately borne by Signature. Revenue at the insurance segment represented approximately 1% of the Company’s consolidated revenue for fiscal year 2024.
Changes in Financial Condition and Results of Operations
Management believes the Company’s success principally depends on its ability to generate freight through its network of independent commission sales agents and to deliver freight safely and efficiently utilizing third party capacity providers. Management believes the most significant factors to the Company’s success include increasing revenue, sourcing capacity, empowering its network through technology-based tools and controlling costs, including insurance and claims.
Revenue
While customer demand, which is subject to overall economic conditions, ultimately drives increases or decreases in revenue, the Company primarily relies on its independent commission sales agents to establish customer relationships and generate revenue opportunities. Management’s emphasis with respect to revenue growth is on revenue generated by independent commission sales agents who on an annual basis generate $1 million or more of Landstar revenue. Management believes future revenue growth is primarily dependent on its ability to increase both the revenue generated by Million Dollar Agents and the number of Million Dollar Agents through a combination of recruiting new agents, increasing the revenue opportunities generated by existing independent commission sales agents and providing its independent commission sales agents with digital technologies they may use to grow revenue and increase efficiencies at their businesses. The following table shows the number of Million Dollar Agents, the average revenue generated by these agents and the percent of consolidated revenue generated by these agents during the past three fiscal years:
Fiscal Years | ||||||||||||
2024 | 2023 | 2022 | ||||||||||
Number of Million Dollar Agents |
485 | 524 | 625 | |||||||||
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Average revenue generated per Million Dollar Agent |
$ | 9,388,000 | $ | 9,645,000 | $ | 11,499,000 | ||||||
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Percent of consolidated revenue generated by Million Dollar Agents |
94 | % | 95 | % | 97 | % | ||||||
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In fiscal year 2024, the change in the number of Million Dollar Agents was primarily attributable to agents who remained with the Company yet experienced lower year-over-year revenue that resulted in such agents moving below the Million Dollar Agent category due to the softer freight demand environment. Included among the Company’s Million Dollar Agents in the 2024 fiscal year, the Company had 81 independent sales agencies that generated at least $10 million in Landstar revenue. In fiscal year 2023, the change in the number of Million Dollar Agents was attributable to agents who remained with the Company yet experienced lower year-over-year revenue that resulted in such agents moving below the Million Dollar Agent category due to the softer freight demand environment. Included among the Company’s Million Dollar Agents in the 2023 fiscal year, the Company had 87 independent sales agencies that generated at least $10 million in Landstar revenue.
The change in the number of Million Dollar Agents on a year-over-year basis is influenced by many factors and is not solely the result of terminations of contractual relationships between agents and the Company, whether such terminations are initiated by the agent or the Company. Such other factors include consolidations among agencies or transactions in connection with ownership changes often due to retirement planning, estate planning or similar transitional matters.
24
The change in the number of Million Dollar Agents on a year-over-year basis may also be affected by agents that remain with the Company yet experienced lower year-over-year revenue that resulted in such agent moving below the Million Dollar Agent category. Historically, the Company has experienced very few terminations of its Million Dollar Agents, whether such terminations are initiated by the agent or the Company. Annual terminations of Million Dollar Agents have typically been less than 3% of the total number of Million Dollar Agents. Revenue from accounts formerly handled by terminated Million Dollar Agents is often retained by the Company as the customer may choose to transfer its account to an existing Landstar agent.
25
Management monitors business activity by tracking the number of loads (volume) and revenue per load by mode of transportation. Revenue per load can be influenced by many factors other than a change in price. Those factors include the average length of haul, freight type, special handling and equipment requirements, fuel costs and delivery time requirements. For shipments involving two or more modes of transportation, revenue is generally classified by the mode of transportation having the highest cost for the load. The following table summarizes this information by trailer type for truck transportation and by mode for all others for the past three fiscal years:
Fiscal Years | ||||||||||||
2024 | 2023 | 2022 | ||||||||||
Revenue generated through (in thousands): |
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Truck transportation |
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Truckload: |
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Van equipment |
$ | 2,447,810 | $ | 2,742,281 | $ | 3,892,085 | ||||||
Unsided/platform equipment |
1,455,663 | 1,490,393 | 1,760,357 | |||||||||
Less-than-truckload |
99,828 | 117,683 | 142,438 | |||||||||
Other truck transportation (1) |
343,253 | 479,173 | 835,959 | |||||||||
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Total truck transportation |
4,346,554 | 4,829,530 | 6,630,839 | |||||||||
Rail intermodal |
84,328 | 98,297 | 145,017 | |||||||||
Ocean and air cargo carriers |
289,902 | 266,638 | 558,986 | |||||||||
Other (2) |
98,461 | 108,857 | 101,720 | |||||||||
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$ | 4,819,245 | $ | 5,303,322 | $ | 7,436,562 | |||||||
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Revenue on loads hauled via BCO Independent Contractors included in total truck transportation |
$ | 1,821,989 | $ | 1,998,408 | $ | 2,636,036 | ||||||
Number of loads: |
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Truck transportation |
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Truckload: |
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Van equipment |
1,170,772 | 1,259,578 | 1,496,247 | |||||||||
Unsided/platform equipment |
476,815 | 504,765 | 558,530 | |||||||||
Less-than-truckload |
153,253 | 175,650 | 191,233 | |||||||||
Other truck transportation (1) |
160,120 | 201,407 | 320,790 | |||||||||
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Total truck transportation |
1,960,960 | 2,141,400 | 2,566,800 | |||||||||
Rail intermodal |
27,970 | 29,620 | 40,710 | |||||||||
Ocean and air cargo carriers |
34,440 | 32,820 | 41,850 | |||||||||
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2,023,370 | 2,203,840 | 2,649,360 | ||||||||||
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Loads hauled via BCO Independent Contractors included in total truck transportation |
814,150 | 898,610 | 1,027,480 | |||||||||
Revenue per load: |
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Truck transportation |
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Truckload: |
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Van equipment |
$ | 2,091 | $ | 2,177 | $ | 2,601 | ||||||
Unsided/platform equipment |
3,053 | 2,953 | 3,152 | |||||||||
Less-than-truckload |
651 | 670 | 745 | |||||||||
Other truck transportation (1) |
2,144 | 2,379 | 2,606 | |||||||||
Total truck transportation |
2,217 | 2,255 | 2,583 | |||||||||
Rail intermodal |
3,015 | 3,319 | 3,562 | |||||||||
Ocean and air cargo carriers |
8,418 | 8,124 | 13,357 | |||||||||
Revenue per load on loads hauled via BCO Independent Contractors |
$ | 2,238 | $ | 2,224 | $ | 2,566 | ||||||
Revenue by capacity type (as a % of total revenue): |
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Truck capacity providers: |
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BCO Independent Contractors |
38 | % | 38 | % | 35 | % | ||||||
Truck Brokerage Carriers |
52 | % | 53 | % | 54 | % | ||||||
Rail intermodal |
2 | % | 2 | % | 2 | % | ||||||
Ocean and air cargo carriers |
6 | % | 5 | % | 8 | % | ||||||
Other |
2 | % | 2 | % | 1 | % |
(1) | Includes power-only, expedited, straight truck, cargo van, and miscellaneous other truck transportation revenue generated by the transportation logistics segment. Power-only refers to shipments where the Company furnishes a power unit and an operator but not trailing equipment, which is typically provided by the shipper or consignee. |
(2) | Includes primarily reinsurance premium revenue generated by the insurance segment and intra-Mexico transportation services revenue generated by Landstar Metro. |
26
Expenses
Purchased transportation
Also critical to the Company’s success is its ability to secure capacity, particularly truck capacity, at rates that allow the Company to profitably transport customers’ freight. The following table summarizes the number of available truck capacity providers as of the end of the three most recent fiscal years:
Dec. 28, 2024 |
Dec. 30, 2023 |
Dec. 31, 2022 |
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BCO Independent Contractors |
8,082 | 9,024 | 10,393 | |||||||||
Truck Brokerage Carriers: |
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Approved and active (1) |
43,718 | 49,111 | 66,745 | |||||||||
Other approved |
26,527 | 27,524 | 30,999 | |||||||||
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70,245 | 76,635 | 97,744 | ||||||||||
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Total available truck capacity providers |
78,327 | 85,659 | 108,137 | |||||||||
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Trucks provided by BCO Independent Contractors |
8,843 | 9,809 | 11,281 |
(1) | Active refers to Truck Brokerage Carriers who moved at least one load in the 180 days immediately preceding the fiscal year end. |
Purchased transportation represents the amount a BCO Independent Contractor or other third party capacity provider is paid to haul freight. The amount of purchased transportation paid to a BCO Independent Contractor is primarily based on a contractually agreed-upon percentage of revenue generated by loads hauled by the BCO Independent Contractor. Purchased transportation paid to a Truck Brokerage Carrier is based on either a negotiated rate for each load hauled or, to a lesser extent, a contractually agreed-upon fixed rate per load. Purchased transportation paid to railroads and ocean cargo carriers is based on either a negotiated rate for each load hauled or a contractually agreed-upon fixed rate per load. Purchased transportation paid to air cargo carriers is generally based on a negotiated rate for each load hauled. Purchased transportation as a percentage of revenue for truck brokerage, rail intermodal and ocean cargo services is normally higher than that of BCO Independent Contractor and air cargo services. Purchased transportation is the largest component of costs and expenses and, on a consolidated basis, increases or decreases as a percentage of consolidated revenue in proportion to changes in the percentage of consolidated revenue generated through BCO Independent Contractors and other third party capacity providers and external revenue from the insurance segment, consisting of reinsurance premiums. Purchased transportation as a percent of revenue also increases or decreases in relation to the availability of truck brokerage capacity and with changes in the price of fuel on revenue generated from shipments hauled by Truck Brokerage Carriers. The Company passes 100% of fuel surcharges billed to customers for freight hauled by BCO Independent Contractors to its BCO Independent Contractors. These fuel surcharges are excluded from revenue and the cost of purchased transportation. Purchased transportation costs are recognized over the freight transit period as the performance obligation to the customer is completed.
Commissions to agents
Commissions to agents are based on contractually agreed-upon percentages of (i) revenue, (ii) revenue less the cost of purchased transportation, or (iii) revenue less a contractually agreed upon percentage of revenue retained by Landstar and the cost of purchased transportation (the “retention contracts”). Commissions to agents as a percentage of consolidated revenue vary directly with fluctuations in the percentage of consolidated revenue generated by the various modes of transportation and reinsurance premiums and, in general, vary inversely with changes in the amount of purchased transportation as a percentage of revenue on services provided by Truck Brokerage Carriers, railroads, air cargo carriers and ocean cargo carriers. Commissions to agents are recognized over the freight transit period as the performance obligation to the customer is completed.
Other operating costs, net of gains on asset sales/dispositions
Maintenance costs for Company-provided trailing equipment, the provision for uncollectible advances and other receivables due from BCO Independent Contractors and independent commission sales agents and recruiting and qualification costs for BCO Independent Contractors are the largest components of other operating costs. Also included in other operating costs are trailer rental costs and gains/losses, if any, on sales of Company-owned trailing equipment.
Insurance and claims
With respect to insurance and claims cost, potential liability associated with accidents in the trucking industry is severe and occurrences are unpredictable.
27
Landstar retains liability through a self-insured retention for commercial trucking claims up to $5 million per occurrence. Effective May 1, 2023, the Company entered into a three year commercial auto liability insurance arrangement for losses incurred between $5 million and $10 million (the “2023 Initial Excess Policy”) with a third party insurance company. For commercial trucking claims incurred on or after May 1, 2023 through April 30, 2026, the 2023 Initial Excess Policy provides for an aggregate deductible of $18 million over the thirty-six-month term ending April 30, 2026. After payment of the deductible, the 2023 Initial Excess Policy provides for a limit for a single loss of $5 million, with an aggregate limit of $15 million for the thirty-six-month term ending April 30, 2026.
The Company also maintains third party insurance arrangements providing excess coverage for commercial trucking liabilities in excess of $10 million. These third party arrangements provide coverage on a per occurrence or aggregated basis. Over the past decade, there has been a significant increase in the prevalence of trials in courts throughout the United States involving catastrophic injury and fatality claims against commercial motor carriers that have resulted in verdicts in excess of $10 million. Within the transportation logistics industry, these verdicts are often referred to as “Nuclear Verdicts.” The increase in Nuclear Verdicts has had a significant impact on the cost of commercial auto liability claims throughout the United States. Due to the increasing cost of commercial auto liability claims, the availability of excess coverage has significantly decreased, and the pricing associated with such excess coverage, to the extent available, has significantly increased. Since the annual policy year ended April 30, 2020, as compared to the annual policy year ending April 30, 2025, the Company experienced an increase of approximately $22 million, or over 400%, in the premiums charged by third party insurance companies to the Company for excess coverage for commercial trucking liabilities in excess of $10 million.
Moreover, the Company from year to year manages the level of its financial exposure to commercial trucking claims in excess of $10 million, including through the use of additional self-insurance, deductibles, aggregate loss limits, quota shares and other structured arrangements with third party insurance companies, based on the availability of coverage within certain excess insurance coverage layers and estimated cost differentials between proposed premiums from third party insurance companies and historical and actuarially projected losses experienced by the Company at various levels of excess insurance coverage. For example, with respect to a single hypothetical claim in the amount of $65 million incurred during the annual policy year ending April 30, 2025, the Company would have an aggregate financial exposure of approximately $30 million.
Within the Company’s third party insurance arrangements providing excess coverage for commercial trucking liabilities, structured arrangements with third party reinsurers within a specific loss layer may include provisions that require additional payments of premium in the event of unfavorable loss experience or a refund of premium in the event of favorable loss experience. With respect to one such three year commercial auto liability reinsurance arrangement relating to certain excess claims incurred between May 1, 2020 through April 30, 2023, it is anticipated that during the 2025 second fiscal quarter, the Company will receive a $12,000,000 cash payment from a third party reinsurance provider in the form of a “no claims bonus” due to favorable loss experience with respect to claims incurred during the policy period. The Company intends to record the receipt of this payment as a deferred gain on the balance sheet until such time as all underlying claims with exposure under the applicable excess layer insurance arrangement are resolved and the gain can be recognized.
Furthermore, the Company’s third party insurance arrangements provide excess coverage up to an uppermost coverage layer, in excess of which the Company retains additional financial exposure. No assurances can be given that the availability of excess coverage for commercial trucking claims will not continue to deteriorate, that the pricing associated with such excess coverage, to the extent available, will not continue to increase, nor that insurance coverage from third party insurers for excess coverage of commercial trucking claims will even be available on commercially reasonable terms at certain levels. Moreover, the occurrence of a Nuclear Verdict, or the settlement of a catastrophic injury and/or fatality claim that could have otherwise resulted in a Nuclear Verdict, could have a material adverse effect on Landstar’s cost of insurance and claims and its results of operations.
The Company does not allow for the recognition of a gain contingency within its consolidated financial statements prior to the settlement of the underlying events or contingencies associated with the gain contingency. As a result, the consideration related to a gain contingency is recorded in the consolidated financial statements during the period in which all underlying events or contingencies are resolved and the gain is realized.
Further, the Company retains liability of up to $2,000,000 for each general liability claim, $250,000 for each workers’ compensation claim and $250,000 for each cargo claim. In addition, under reinsurance arrangements by Signature of certain risks of the Company’s BCO Independent Contractors, the Company retains liability of up to $500,000, $1,000,000 or $2,000,000 with respect to certain occupational accident claims and up to $750,000 with respect to certain workers’ compensation claims. The Company’s exposure to liability associated with accidents incurred by Truck Brokerage Carriers, railroads and air and ocean cargo carriers who transport freight on behalf of the Company is reduced by various legal defenses and other factors including the extent to which such carriers maintain their own insurance coverage.
28
A material increase in the frequency or severity of accidents, cargo claims or workers’ compensation claims or the material unfavorable development of existing claims could have a material adverse effect on Landstar’s cost of insurance and claims and its results of operations.
Selling, general and administrative
During the 2024 fiscal year, employee compensation and benefits accounted for approximately 62% of the Company’s selling, general and administrative costs. Employee compensation and benefits include wages and employee benefit costs as well as incentive compensation and stock-based compensation expense. Incentive compensation and stock-based compensation expense is highly variable in nature in comparison to wages and employee benefit costs.
Depreciation and amortization
Depreciation and amortization primarily relate to depreciation of trailing equipment and information technology hardware and software.
Costs of revenue
The Company incurs costs of revenue related to the transportation of freight and, to a much lesser extent, to reinsurance premiums received by Signature. Costs of revenue include variable costs of revenue and other costs of revenue. Variable costs of revenue include purchased transportation and commissions to agents, as these costs are entirely variable on a shipment-by-shipment basis. Other costs of revenue include fixed costs of revenue and semi-variable costs of revenue, where such costs may vary over time based on certain economic factors or operational metrics such as the number of Company-controlled trailers, the number of BCO Independent Contractors, the frequency and severity of insurance claims, the number of miles traveled by BCO Independent Contractors, or the number and/or scale of information technology projects in process or in-service to support revenue generating activities, rather than on a shipment-by-shipment basis. Other costs of revenue associated with the transportation of freight include: (i) other operating costs, primarily consisting of trailer maintenance, the provision for uncollectible advances and other receivables due from BCO Independent Contractors and independent commission sales agents and BCO Independent Contractor recruiting and qualification costs, as reported in the Company’s Consolidated Statements of Income, (ii) transportation-related insurance premiums paid and claim costs incurred, included as a portion of insurance and claims in the Company’s Consolidated Statements of Income, (iii) costs incurred related to internally developed software including ASC 350-40 amortization, implementation costs, hosting costs and other support costs utilized to support the Company’s independent commission sales agents, third party capacity providers, and customers, included as a portion of depreciation and amortization and of selling, general and administrative in the Company’s Consolidated Statements of Income; and (iv) depreciation on Company-owned trailing equipment, included as a portion of depreciation and amortization in the Company’s Consolidated Statements of Income. Other costs of revenue associated with reinsurance premiums received by Signature are comprised of broker commissions and other fees paid related to the administration of insurance programs to BCO Independent Contractors and are included in selling, general and administrative in the Company’s Consolidated Statements of Income. In addition to costs of revenue, the Company incurs various other costs relating to its business, including most selling, general and administrative costs and portions of costs attributable to insurance and claims and depreciation and amortization. Management continually monitors all components of the costs incurred by the Company and establishes annual cost budgets that, in general, are used to benchmark costs incurred on a monthly basis.
Gross Profit, Variable Contribution, Gross Profit Margin and Variable Contribution Margin
The following table sets forth calculations of gross profit, defined as revenue less costs of revenue, and gross profit margin, defined as gross profit divided by revenue, for the periods indicated. The Company refers to revenue less variable costs of revenue as “variable contribution” and variable contribution divided by revenue as “variable contribution margin”. Variable contribution and variable contribution margin are each non-GAAP financial measures. The closest comparable GAAP financial measures to variable contribution and variable contribution margin are, respectively, gross profit and gross profit margin. The Company believes variable contribution and variable contribution margin are useful measures of the variable costs that we incur at a shipment-by-shipment level attributable to our transportation network of third party capacity providers and independent commission sales agents in order to provide services to our customers. The Company believes variable contribution and variable contribution margin are important performance measurements and management considers variable contribution and variable contribution margin in evaluating the Company’s financial performance and in its decision-making, such as budgeting for infrastructure, trailing equipment and selling, general and administrative costs.
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The reconciliations of gross profit to variable contribution and gross profit margin to variable contribution margin are each presented below:
Fiscal Year | ||||||||||||
2024 | 2023 | 2022 | ||||||||||
Revenue |
$ | 4,819,245 | $ | 5,303,322 | $ | 7,436,562 | ||||||
Costs of revenue: |
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Purchased transportation |
3,745,241 | 4,068,262 | 5,804,017 | |||||||||
Commissions to agents |
392,751 | 462,668 | 614,865 | |||||||||
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Variable costs of revenue |
4,137,992 | 4,530,930 | 6,418,882 | |||||||||
Trailing equipment depreciation |
27,950 | 31,319 | 36,653 | |||||||||
Information technology costs |
22,744 | 25,486 | 19,834 | |||||||||
Insurance-related costs (1) |
115,764 | 116,069 | 127,605 | |||||||||
Other operating costs |
58,781 | 54,191 | 45,192 | |||||||||
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Other costs of revenue |
225,239 | 227,065 | 229,284 | |||||||||
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Total costs of revenue |
4,363,231 | 4,757,995 | 6,648,166 | |||||||||
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Gross profit |
$ | 456,014 | $ | 545,327 | $ | 788,396 | ||||||
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Gross profit margin |
9.5 | % | 10.3 | % | 10.6 | % | ||||||
Plus: other costs of revenue |
225,239 | 227,065 | 229,284 | |||||||||
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Variable contribution |
$ | 681,253 | $ | 772,392 | $ | 1,017,680 | ||||||
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Variable contribution margin |
14.1 | % | 14.6 | % | 13.7 | % |
(1) | Insurance-related costs in the table above include (i) other costs of revenue related to the transportation of freight that are included as a portion of insurance and claims in the Company’s Consolidated Statements of Income and (ii) certain other costs of revenue related to reinsurance premiums received by Signature that are included as a portion of selling, general and administrative in the Company’s Consolidated Statements of Income. Insurance and claims costs included in other costs of revenue relating to the transportation of freight primarily consist of insurance premiums paid for commercial auto liability, general liability, cargo and other lines of coverage related to the transportation of freight and the related cost of claims incurred under those programs, and, to a lesser extent, the cost of claims incurred under insurance programs available to BCO Independent Contractors that are reinsured by Signature. Other insurance and claims costs included in costs of revenue that are included in selling, general and administrative in the Company’s Consolidated Statements of Income consist of brokerage commissions and other fees incurred by Signature relating to the administration of insurance programs available to BCO Independent Contractors that are reinsured by Signature. |
In general, variable contribution margin on revenue generated by BCO Independent Contractors represents a fixed percentage due to the nature of the contracts that pay a fixed percentage of revenue to both the BCO Independent Contractors and independent commission sales agents. For revenue generated by Truck Brokerage Carriers, variable contribution margin may be either a fixed or variable percentage, depending on the contract with each individual independent commission sales agent. Variable contribution margin on revenue generated from shipments hauled by railroads, air cargo carriers, ocean cargo carriers and Truck Brokerage Carriers, other than those under retention contracts, is variable in nature, as the Company’s contracts with independent commission sales agents provide commissions to agents at a contractually agreed upon percentage of the amount represented by revenue less purchased transportation for these types of shipments. Approximately 43% of the Company’s consolidated revenue in fiscal year 2024 was generated under transactions that pay a fixed percentage of revenue to the third party capacity provider and/or agents while 57% was generated under transactions that pay a variable percentage of revenue to the third party capacity provider and/or agents.
Operating income as a percentage of gross profit and operating income as a percentage of variable contribution
The following table presents operating income as a percentage of gross profit and operating income as a percentage of variable contribution. The Company’s operating income as a percentage of variable contribution is a non-GAAP financial measure calculated as operating income divided by variable contribution. The Company believes that operating income as a percentage of variable contribution is useful and meaningful to investors for the following principal reasons: (i) the variable costs of revenue for a significant portion of the business are highly influenced by short-term market-based trends in the freight transportation industry, whereas other costs, including other costs of revenue, are much less impacted by short-term freight market trends; (ii) disclosure of this measure allows investors to better understand the underlying trends in the Company’s results of operations; (iii) this measure is meaningful to investors’ evaluations of the Company’s management of costs attributable to operations other than the purely variable costs associated with purchased transportation and commissions to agents that the Company incurs to provide services to our customers; and (iv) management considers this financial information in its decision-making, such as budgeting for infrastructure, trailing equipment and selling, general and administrative costs.
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Fiscal Year | ||||||||||||
2024 | 2023 | 2022 | ||||||||||
Gross profit |
$ | 456,014 | $ | 545,327 | $ | 788,396 | ||||||
Operating income |
$ | 248,907 | $ | 344,149 | $ | 571,083 | ||||||
Operating income as % of gross profit |
54.6 | % | 63.1 | % | 72.4 | % | ||||||
Variable contribution |
$ | 681,253 | $ | 772,392 | $ | 1,017,680 | ||||||
Operating income |
$ | 248,907 | $ | 344,149 | $ | 571,083 | ||||||
Operating income as % of variable contribution |
36.5 | % | 44.6 | % | 56.1 | % |
The decrease in operating income as a percentage of gross profit from fiscal year 2023 to fiscal year 2024, as well as from fiscal year 2022 to fiscal year 2023, resulted from the decrease of operating income at a more rapid percentage rate than the decrease in gross profit, primarily due to the impact of the Company’s fixed cost infrastructure, principally certain components of selling, general and administrative costs, in comparison to a smaller gross profit base.
The decrease in operating income as a percentage of variable contribution from fiscal year 2023 to fiscal year 2024 resulted from the decrease of operating income at a more rapid percentage rate than the decrease in variable contribution, primarily due to the impact of the Company’s fixed cost infrastructure, principally certain components of selling, general and administrative costs, in comparison to a smaller variable contribution base. The decrease in operating income as a percentage of variable contribution from fiscal year 2022 to fiscal year 2023 resulted from operating income decreasing at a more rapid percentage rate than the decrease in variable contribution, primarily due to the impact of the Company’s fixed cost infrastructure, principally certain components of selling, general and administrative costs, in comparison to a smaller variable contribution base, partially offset by the impact of decreased incentive and equity compensation costs under the Company’s variable compensation programs.
Also, as previously mentioned, the Company reports two operating segments: the transportation logistics segment and the insurance segment. External revenue at the insurance segment, representing reinsurance premiums, has historically been relatively consistent on an annual basis at 2% or less of consolidated revenue and generally corresponds directly with the number of trucks provided by BCO Independent Contractors. The discussion of cost line items in Management’s Discussion and Analysis of Financial Condition and Results of Operations considers the Company’s costs on a consolidated basis rather than on a segment basis. Management believes this presentation format is the most appropriate to assist users of the financial statements in understanding the Company’s business for the following reasons: (1) the insurance segment has no other operating costs; (2) discussion of insurance and claims at either segment without reference to the other may create confusion amongst investors and potential investors due to intercompany arrangements and specific deductible programs that affect comparability of financial results by segment between various fiscal periods but that have no effect on the Company from a consolidated reporting perspective; (3) selling, general and administrative costs of the insurance segment comprise less than 10% of consolidated selling, general and administrative costs and have historically been relatively consistent on a year-over-year basis; and (4) the insurance segment has no depreciation and amortization.
Fiscal Year Ended December 28, 2024 Compared to Fiscal Year Ended December 30, 2023
Revenue for fiscal year 2024 was $4,819,245,000, a decrease of $484,077,000, or 9%, compared to fiscal year 2023. Transportation revenue decreased $474,838,000, or 9%. The decrease in transportation revenue was attributable to a decreased number of loads hauled of approximately 8% and decreased revenue per load of approximately 1% compared to fiscal year 2023. Reinsurance premiums were $63,237,000 and $72,476,000 for fiscal years 2024 and 2023, respectively. The decrease in revenue from reinsurance premiums was primarily attributable to a decrease in the average number of trucks provided by BCO Independent Contractors in fiscal year 2024 compared to fiscal year 2023.
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Truck transportation revenue generated by BCO Independent Contractors and Truck Brokerage Carriers (together, the “third party truck capacity providers”) for fiscal year 2024 was $4,346,554,000, representing 90% of total revenue, a decrease of $482,976,000, or 10%, compared to fiscal year 2023. The number of loads hauled by third party truck capacity providers decreased approximately 8% in fiscal year 2024 compared to fiscal year 2023, and revenue per load on loads hauled by third party truck capacity providers decreased approximately 2% compared to fiscal year 2023.
The decrease in the number of loads hauled via truck compared to fiscal year 2023 was primarily due to a broad-based decrease in demand for the Company’s truck transportation services. Loads hauled via other truck transportation services decreased 20%, less-than-truckload loadings decreased 13%, loads hauled via van equipment decreased 7% and loads hauled via unsided/platform equipment decreased 6% as compared to fiscal year 2023.
The decrease in revenue per load on loads hauled via truck was primarily due to a softer freight demand environment experienced during fiscal year 2024 and the impact of lower diesel fuel costs on loads hauled via Truck Brokerage Carriers. Revenue per load on loads hauled via other truck transportation services decreased 10%, on loads hauled via van equipment decreased 4% and on less-than-truckload loadings decreased 3%, while revenue per load on loads hauled via unsided/platform equipment increased 3% as compared to fiscal year 2023. The increase in revenue per load on loads hauled via unsided/platform equipment of 3% was favorably impacted by an increase in the percentage of revenue contributed by heavy/specialized equipment, which typically has a higher revenue per load.
Fuel surcharges billed to customers on revenue generated by BCO Independent Contractors are excluded from revenue. Fuel surcharges on Truck Brokerage Carrier revenue identified separately in billings to customers and included as a component of Truck Brokerage Carrier revenue were $118,295,000 and $147,691,000 in fiscal years 2024 and 2023, respectively. It should be noted that billings to many customers of the Company’s truck brokerage services include a single all-in rate and do not separately identify fuel surcharges on loads hauled via Truck Brokerage Carriers. Accordingly, the overall impact of changes in fuel prices on revenue and revenue per load on loads hauled via truck is likely to be greater than that indicated.
Transportation revenue generated by rail intermodal, air cargo and ocean cargo carriers (collectively, the “multimode capacity providers”) for fiscal year 2024 was $374,230,000, or 8% of total revenue, an increase of $9,295,000, or 3%, compared to fiscal year 2023. Revenue per load on revenue generated by multimode capacity providers increased approximately 3% in fiscal year 2024 compared to fiscal year 2023, while the number of loads hauled by multimode capacity providers was approximately the same in fiscal year 2024 compared to fiscal year 2023. Revenue per load on loads hauled via ocean increased 15%, while revenue per load on loads hauled via air and rail intermodal decreased 51% and 9%, respectively, during fiscal year 2024 as compared to fiscal year 2023. The increase in revenue per load on loads hauled by ocean was broad-based across many customers and reflected the impact of various geopolitical events on ocean shipping rates, generally. The decrease in revenue per load on loads hauled by air cargo carriers was primarily attributable to the impact of high value air loadings at one specific customer during fiscal year 2023. The decrease in revenue per load on loads hauled by rail intermodal was broad-based across many customers. Revenue per load on revenue generated by multimode capacity providers is influenced by many factors, including revenue mix among the various modes of transportation used, length of haul, complexity of freight, density of freight lanes, fuel costs and availability of capacity.
Purchased transportation was 77.7% and 76.7% of revenue in fiscal years 2024 and 2023, respectively. The increase in purchased transportation as a percentage of revenue was primarily due to an increased rate of purchased transportation on revenue generated by Truck Brokerage Carriers. Commissions to agents were 8.1% and 8.7% of revenue in fiscal years 2024 and 2023, respectively. The decrease in commissions to agents as a percentage of revenue was primarily attributable to an increased cost of purchased transportation as a percentage of revenue on revenue generated by Truck Brokerage Carriers during fiscal year 2024.
Investment income was $14,810,000 and $10,141,000 in fiscal years 2024 and 2023, respectively. The increase in investment income was attributable to a higher average investment balance held by the insurance segment during fiscal year 2024 and higher average rates of return on investments in fiscal year 2024.
Other operating costs increased $4,590,000 in fiscal year 2024 compared to fiscal year 2023. The increase in other operating costs compared to the prior year was primarily due to an increased provision for contractor bad debt and decreased gains on sales of operating property.
Insurance and claims decreased $312,000 in fiscal year 2024 compared to fiscal year 2023. The decrease in insurance and claims expense compared to the prior year was primarily due to decreased BCO miles traveled during fiscal year 2024, partially offset by increased net unfavorable development of prior years’ claims in fiscal year 2024. During the 2024 and 2023 fiscal years, insurance and claims costs included $8,824,000 and $6,058,000 of net unfavorable adjustments to prior years’ claims estimates, respectively.
32
Selling, general and administrative costs increased $5,909,000 in fiscal year 2024 as compared to fiscal year 2023. The increase in selling, general and administrative costs compared to prior year was primarily attributable to increased employee benefit costs, primarily attributable to increased medical and pharmacy costs under the self-insured portion of the Company’s medical plan, the impact of Chief Executive Officer (“CEO”) transition costs and an increased provision for incentive compensation, partially offset by decreased project consulting fees. Included in selling, general and administrative costs was incentive compensation expense of $1,970,000 and $591,000 for the 2024 and 2023 fiscal years, respectively.
Depreciation and amortization decreased $1,415,000 in fiscal year 2024 compared to fiscal year 2023. The decrease in depreciation and amortization expense was primarily due to decreased trailing equipment depreciation, partially offset by increased depreciation on new and updated digital tools deployed for use by the Company’s network of agents, capacity providers and employees.
Net interest and debt income increased $1,473,000 in fiscal year 2024 compared to fiscal year 2023. The increase in interest and debt income was primarily attributable to increased interest income earned on cash balances held by the transportation logistics segment, partially offset by increased interest expense related to finance lease obligations.
The effective income tax rate was 23.0% for fiscal year 2024 and 24.0% for fiscal year 2023. The effective income tax rate was higher than the statutory federal income tax rate of 21% for fiscal year 2024 primarily attributable to state taxes, partially offset by federal research and development tax credits. The effective income tax rate was higher than the statutory federal income tax rate of 21% in fiscal year 2023 primarily attributable to state income taxes and nondeductible executive compensation, partially offset by excess tax benefits realized on stock-based awards.
Net income was $195,946,000, or $5.51 per basic and diluted share, in fiscal year 2024. Net income was $264,394,000, or $7.36 per basic and diluted share, in fiscal year 2023.
Fiscal Year Ended December 30, 2023 Compared to Fiscal Year Ended December 31, 2022
Revenue for fiscal year 2023 was $5,303,322,000, a decrease of $2,133,240,000, or 29%, compared to fiscal year 2022. Transportation revenue decreased $2,127,162,000, or 29%. During the Company’s 2023 fiscal year, freight demand was soft throughout the year and culminated with an unusually weak peak season in the 2023 fourth quarter. The decrease in transportation revenue was attributable to a decreased number of loads hauled of approximately 17% and decreased revenue per load of approximately 15% compared to fiscal year 2022. Reinsurance premiums were $72,476,000 and $78,554,000 for fiscal years 2023 and 2022, respectively. The decrease in revenue from reinsurance premiums was primarily attributable to a decrease in the average number of trucks provided by BCO Independent Contractors in fiscal year 2023 compared to fiscal year 2022, partially offset by an increase in the aggregate value of equipment insured by BCO Independent Contractors under a physical damage program reinsured by Signature in fiscal year 2023 compared to fiscal year 2022. The Company’s fiscal year ends each year on the last Saturday in December and, as such, the Company’s fiscal year 2023 included fifty-two weeks of operations whereas fiscal year 2022 included fifty-three weeks of operations.
Truck transportation revenue generated by third party truck capacity providers for fiscal year 2023 was $4,829,530,000, representing 91% of total revenue, a decrease of $1,801,309,000, or 27%, compared to fiscal year 2022. The number of loads hauled by third party truck capacity providers decreased approximately 17% in fiscal year 2023 compared to fiscal year 2022, and revenue per load on loads hauled by third party truck capacity providers decreased approximately 13% compared to fiscal year 2022.
The decrease in the number of loads hauled via truck compared to fiscal year 2022 was primarily due to a decrease in demand from the record high levels experienced in fiscal year 2022 for the Company’s van services and power-only services included in other truck transportations services, which tend to be more correlated with U.S. consumer demand. Loads hauled via other truck transportation services decreased 37%, loads hauled via van equipment decreased 16%, loads hauled via unsided/platform equipment decreased 10% and less-than-truckload loadings decreased 8% as compared to fiscal year 2022.
The decrease in revenue per load on loads hauled via truck was primarily due to pricing pressure throughout fiscal year 2023 as industry-wide truck capacity was significantly more readily available as compared to fiscal year 2022, particularly during the 2022 first quarter during which pandemic-related supply chain disruption was at a high point, partially offset by an increased average length of haul during fiscal year 2023.
33
Revenue per load on loads hauled via van equipment decreased 16%, on less-than-truckload loadings decreased 10%, on loads hauled by other truck transportation services decreased 9% and on loads hauled via unsided/platform equipment decreased 6% as compared to fiscal year 2022.
Fuel surcharges billed to customers on revenue generated by BCO Independent Contractors are excluded from revenue. Fuel surcharges on Truck Brokerage Carrier revenue identified separately in billings to customers and included as a component of Truck Brokerage Carrier revenue were $147,691,000 and $211,770,000 in fiscal years 2023 and 2022, respectively. It should be noted that billings to many customers of the Company’s truck brokerage services include a single all-in rate and do not separately identify fuel surcharges on loads hauled via Truck Brokerage Carriers. Accordingly, the overall impact of changes in fuel prices on revenue and revenue per load on loads hauled via truck is likely to be greater than that indicated.
Transportation revenue generated by multimode capacity providers for fiscal year 2023 was $364,935,000, or 7% of total revenue, a decrease of $339,068,000, or 48%, compared to fiscal year 2022. Revenue per load on revenue generated by multimode capacity providers decreased approximately 31% in fiscal year 2023 compared to fiscal year 2022, and the number of loads hauled by multimode capacity providers decreased approximately 24% over the same period. Revenue per load on loads hauled via ocean, air and rail intermodal decreased 40%, 35% and 7%, respectively, during fiscal year 2023 as compared to fiscal year 2022. The decrease in revenue per load on loads hauled by ocean and air cargo carriers was primarily related to the impact of global supply chain disruptions during the 2022 fiscal year, which were particularly acute with respect to international ocean and air freight. Revenue per load on revenue generated by multimode capacity providers is influenced by many factors, including revenue mix among the various modes of transportation used, length of haul, complexity of freight, density of freight lanes, fuel costs and availability of capacity. The decrease in the number of loads hauled by multimode capacity providers was due to a 27% decrease in rail loadings, a 23% decrease in ocean loadings and a 19% decrease in air loadings. The 27% decrease in rail loadings and the 23% decrease in ocean loadings were both broad-based with particularly significant declines at a limited number of specific customers, while the 19% decrease in air loadings was primarily attributable to decreased loadings at one specific customer.
Purchased transportation was 76.7% and 78.0% of revenue in fiscal years 2023 and 2022, respectively. The decrease in purchased transportation as a percentage of revenue was primarily due to (i) a decreased rate of purchased transportation on revenue generated by Truck Brokerage Carriers and (ii) a decreased percentage of revenue generated by multimode capacity providers, which typically has a higher rate of purchased transportation than third party truck capacity providers. Commissions to agents were 8.7% and 8.3% of revenue in fiscal years 2023 and 2022, respectively. The increase in commissions to agents as a percentage of revenue was primarily attributable to a decreased cost of purchased transportation as a percentage of revenue on revenue generated by Truck Brokerage Carriers during fiscal year 2023.
Investment income was $10,141,000 and $3,162,000 in fiscal years 2023 and 2022, respectively. The increase in investment income was attributable to higher average rates of return on investments and a higher average investment balance held by the insurance segment during fiscal year 2023.
Other operating costs increased $8,999,000 in fiscal year 2023 compared to fiscal year 2022. The increase in other operating costs compared to the prior year was primarily due to (i) increased trailing equipment maintenance costs as a result of the higher average age of the Company-owned trailer fleet and increased labor and parts costs charged by the Company’s network of third party trailer maintenance facilities and (ii) an increased provision for contractor bad debt, partially offset by increased gains on sales of operating property.
Insurance and claims decreased $11,594,000 in fiscal year 2023 compared to fiscal year 2022. The decrease in insurance and claims expense compared to the prior year was primarily due to decreased severity of current year trucking claims during fiscal year 2023, decreased net unfavorable development of prior years’ claims in fiscal year 2023 and a decrease in BCO miles traveled in the 2023 fiscal year, partially offset by increased insurance premiums, primarily for commercial auto and excess liability coverage. During the 2023 and 2022 fiscal years, insurance and claims costs included $6,058,000 and $11,331,000 of net unfavorable adjustments to prior years’ claims estimates, respectively.
Selling, general and administrative costs decreased $9,480,000 in fiscal year 2023 as compared to fiscal year 2022. The decrease in selling, general and administrative costs compared to prior year was primarily attributable to a decreased provision for incentive compensation, decreased stock-based compensation expense and a decreased provision for customer bad debt, partially offset by increased information technology costs and increased wages. Included in selling, general and administrative costs was incentive compensation expense of $591,000 and $16,507,000 for the 2023 and 2022 fiscal years, respectively, and stock-based compensation expense of $4,282,000 and $12,399,000 for the 2023 and 2022 fiscal years, respectively.
34
Depreciation and amortization increased $700,000 in fiscal year 2023 compared to fiscal year 2022. The increase in depreciation and amortization expense was primarily due to increased depreciation on new and updated digital tools deployed for use by the Company’s network of agents, capacity providers and employees, partially offset by decreased trailing equipment depreciation.
The year-over-prior-year change in interest and debt (income) expense was $7,566,000, with net interest and debt income of $3,946,000 in fiscal year 2023 compared to net interest and debt expense of $3,620,000 in fiscal year 2022. The increase in interest and debt (income) expense was primarily attributable to increased interest income earned on cash balances held by the transportation logistics segment, decreased interest expense related to finance lease obligations and decreased average borrowings on the Company’s revolving credit facility, as the Company had no borrowings during the 2023 fiscal year.
The effective income tax rate was 24.0% for fiscal year 2023 and 24.1% for fiscal year 2022. The effective income tax rates for both fiscal years 2023 and 2022 were higher than the statutory federal income tax rate of 21% primarily attributable to state income taxes and nondeductible executive compensation, partially offset by excess tax benefits realized on stock-based awards.
Net income was $264,394,000, or $7.36 per basic and diluted share, in fiscal year 2023. Net income was $430,914,000, or $11.76 per basic and diluted share, in fiscal year 2022.
Capital Resources and Liquidity
Working capital and the ratio of current assets to current liabilities were $646,713,000 and 2.0 to 1, respectively, at December 28, 2024, compared with $677,517,000 and 2.0 to 1, respectively, at December 30, 2023, and $561,255,000 and 1.6 to 1, respectively, at December 31, 2022. Landstar has historically operated with current ratios within the range of 1.5 to 1 to 2.0 to 1. Cash provided by operating activities was $286,561,000, $393,648,000, and $622,659,000 in fiscal years 2024, 2023 and 2022, respectively. The decrease in cash flow provided by operating activities for fiscal year 2024 was primarily attributable to decreased net income and decreased favorable net working capital impacts in connection with decreased net receivables, defined as accounts receivable less accounts payable. The decrease in cash flow provided by operating activities for fiscal year 2023 was primarily attributable to decreased net income and decreased favorable net working capital impacts in connection with the timing of collections of receivables and payment of certain payables as compared to the 2022 fiscal year.
The Company declared and paid $1.38 per share, or $49,043,000 in the aggregate, in cash dividends during fiscal year 2024, and during such period, also paid $71,433,000 of dividends payable which were declared during fiscal year 2023 and included in current liabilities in the consolidated balance sheet at December 30, 2023. In addition, on December 9, 2024, the Company announced that its Board of Directors declared a special cash dividend of $2.00 per share, or $70,632,000 in the aggregate, payable on January 21, 2025 to stockholders of record of its Common Stock as of January 7, 2025. Dividends payable of $70,632,000 related to this special dividend were included in current liabilities in the consolidated balance sheet at December 28, 2024. The Company declared and paid $1.26 per share, or $45,276,000 in the aggregate, in cash dividends during fiscal year 2023, and during such period, also paid $71,854,000 of dividends payable which were declared during fiscal year 2022 and included in current liabilities in the consolidated balance sheet at December 31, 2022. The Company declared and paid $1.10 per share, or $40,284,000 in the aggregate, in cash dividends during fiscal year 2022 and, during such period, also paid $75,387,000 of dividends payable which were declared during fiscal year 2021 and included in current liabilities in the consolidated balance sheet at December 25, 2021. Since paying its first cash dividend in August 2005, the Company has paid approximately $965,000,000 in cash dividends in the aggregate to its stockholders, inclusive of the $2.00 per share special dividend paid on January 21, 2025.
During fiscal year 2024, the Company purchased 452,019 shares of its Common Stock at a total cost of $82,117,000, including $81,400,000 in cash purchases and accrued excise tax of $717,000 which is included in other current liabilities in the consolidated balance sheet at December 28, 2024. During fiscal year 2023, the Company purchased 319,332 shares of its Common Stock at a total cost of $54,267,000, including $53,919,000 in cash purchases and excise tax of $348,000 which was included in other current liabilities in the consolidated balance sheet at December 30, 2023 and paid during fiscal year 2024. During fiscal year 2022, the Company purchased 1,900,826 shares of its Common Stock at a total cost of $285,983,000. The Company has used cash provided by operating activities to fund the purchases. Since January 1997, the Company has purchased approximately $2,335,000,000 of its Common Stock under programs authorized by the Board of Directors of the Company in open market and private block transactions. As of December 28, 2024, the Company may purchase in the aggregate up to 2,547,981 shares of its Common Stock under its authorized stock purchase programs. Long-term debt, including current maturities, was $102,307,000 at December 28, 2024, compared to $71,140,000 at December 30, 2023 and $103,400,000 at December 31, 2022.
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Shareholders’ equity was $972,439,000, or 90% of total capitalization (defined as long-term debt including current maturities plus equity), at December 28, 2024, compared to $983,923,000, or 93% of total capitalization at December 30, 2023 and $887,221,000, or 90% of total capitalization at December 31, 2022. The decrease in shareholders’ equity was primarily the result of dividends declared by the Company and purchases of shares of the Company’s Common Stock in fiscal year 2024, partially offset by net income. The increase in shareholders’ equity in fiscal year 2023 was primarily the result of net income, partially offset by dividends declared by the Company and purchases of shares of the Company’s Common Stock in fiscal year 2023.
On July 1, 2022, Landstar entered into a second amended and restated credit agreement with a bank syndicate led by JPMorgan Chase Bank, N.A., as administrative agent (as further amended as of June 21, 2024, the “Credit Agreement”). The Credit Agreement, which matures July 1, 2027, provides for borrowing capacity in the form of a revolving credit facility of $300,000,000, $45,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement also includes an “accordion” feature providing for a possible increase of up to an aggregate amount of borrowing capacity of $600,000,000.
The Credit Agreement contains a number of covenants that limit, among other things, the incurrence of additional indebtedness. The Company is required to, among other things, maintain a minimum fixed charge coverage ratio, as described in the Credit Agreement, and maintain a Leverage Ratio, as defined in the Credit Agreement, below a specified maximum. The Credit Agreement provides for a restriction on cash dividends and other distributions to stockholders on the Company’s capital stock to the extent there is a default under the Credit Agreement. In addition, the Credit Agreement under certain circumstances limits the amount of such cash dividends and other distributions to stockholders to the extent that, after giving effect to any payment made to effect such cash dividend or other distribution, the Leverage Ratio would exceed 2.5 to 1 on a pro forma basis as of the end of the Company’s most recently completed fiscal quarter. The Credit Agreement provides for an event of default in the event that, among other things, a person or group acquires 35% or more of the outstanding capital stock of the Company or obtains power to elect a majority of the Company’s directors or the directors cease to consist of a majority of Continuing Directors, as defined in the Credit Agreement. None of these covenants are presently considered by the Company to be materially restrictive to the Company’s operations, capital resources or liquidity. The Company is currently in compliance with all of the debt covenants under the Credit Agreement.
At December 28, 2024, the Company had no borrowings outstanding and $35,250,000 of letters of credit outstanding under the Credit Agreement. At December 28, 2024, there was $264,750,000 available for future borrowings under the Credit Agreement and access to an additional $300,000,000 under the Credit Agreement’s “accordion” feature. In addition, the Company has $74,321,000 in letters of credit outstanding as collateral for insurance claims that are secured by investments totaling $82,579,000 at December 28, 2024. Investments, all of which are carried at fair value, include primarily investment-grade bonds, asset-backed securities and commercial paper having maturities of up to five years. Fair value of investments is based primarily on quoted market prices. See “Notes to Consolidated Financial Statements” included herein for further discussion on measurement of fair value of investments.
Historically, the Company has generated sufficient operating cash flow to meet its debt service requirements, fund continued growth, both organic and through acquisitions, complete or execute share purchases of its Common Stock under authorized share purchase programs, pay dividends and meet working capital needs. As an asset-light provider of integrated transportation management solutions, the Company’s annual capital requirements for operating property are generally for trailing equipment and information technology hardware and software. In addition, a significant portion of the trailing equipment used by the Company is provided by third party capacity providers, thereby reducing the Company’s capital requirements. During fiscal years 2024, 2023 and 2022, the Company acquired $62,194,000, $4,093,000 and $30,659,000, respectively, of trailing equipment by entering into finance leases. During fiscal years 2024, 2023 and 2022, the Company also purchased $30,998,000, $25,688,000 and $26,005,000, respectively, of operating property. Landstar anticipates acquiring either by purchase or lease financing approximately $16,000,000 in new trailing equipment, primarily to replace older trailing equipment in fiscal year 2025. Landstar anticipates spending approximately $14,000,000 on information technology hardware and software in fiscal year 2025, $12,000,000 of which relates to either building or buying software applications that enhance or add to the Company’s technology ecosystem. In addition, Landstar anticipates spending approximately $4,000,000 on buildings and improvements in fiscal year 2025.
On April 1, 2022, Landstar Investment Holdco, LLC, a newly formed Delaware LLC and wholly owned subsidiary of Landstar System Holdings, Inc., purchased Class A units of Cavnue, LLC for approximately $4,999,000 in cash consideration. Cavnue, LLC is a privately held company focused on combining technology and road infrastructure to unlock the full potential of connected and autonomous vehicles.
Management believes that cash flow from operations combined with the Company’s borrowing capacity under the Credit Agreement will be adequate to meet Landstar’s debt service requirements, fund continued growth, both internal and through acquisitions, pay dividends, complete the authorized share purchase programs and meet working capital needs.
36
Legal Proceedings
The Company is involved in certain claims and pending litigation arising from the normal conduct of business. Many of these claims are covered in whole or in part by insurance. Based on knowledge of the facts and, in certain cases, opinions of outside counsel, management believes that adequate provisions have been made for probable and reasonably estimable losses with respect to the resolution of all such claims and pending litigation and that the ultimate outcome, after provisions therefor, will not have a material adverse effect on the financial condition of the Company, but could have a material effect on the results of operations in a given quarter or year.
Critical Accounting Estimates
Landstar provides for the estimated costs of self-insured claims primarily on an actuarial basis. The amount recorded for the estimated liability for claims incurred is based upon the facts and circumstances known on the applicable balance sheet date. The ultimate resolution of these claims may be for an amount greater or less than the amount estimated by the Company. The Company continually revises its existing claim estimates as new or revised information becomes available on the status of each claim. Historically, the Company has experienced both favorable and unfavorable development of prior years’ claims estimates within its various programs. During fiscal years 2024, 2023 and 2022, insurance and claims costs included $8,824,000, $6,058,000 and $11,331,000 of net unfavorable adjustments to prior years’ claims estimates, respectively. The unfavorable development of prior years’ claims in the 2024, 2023 and 2022 fiscal years was attributable in each year to several specific claims. It is reasonably likely that the ultimate outcome of settling all outstanding claims will be more or less than the estimated claims liability at December 28, 2024, primarily due to the inherent difficulty in estimating the severity of commercial trucking claims and the potential judgment or settlement amount that may be incurred in connection with the resolution of such claims.
Significant variances from the Company’s estimates for the ultimate resolution of self-insured claims could be expected to positively or negatively affect Landstar’s earnings in a given quarter or year. However, management believes that the ultimate resolution of these items, given a range of reasonably likely outcomes, will not significantly affect the long-term financial condition of Landstar or its ability to fund its continuing operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to changes in interest rates as a result of its financing activities, primarily its borrowings on its revolving credit facility, if any, and investing activities with respect to investments held by the insurance segment.
On July 1, 2022, Landstar entered into the Second Amended and Restated Credit Agreement (as further amended as of June 21, 2024, the “Credit Agreement”) with a bank syndicate led by JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement, which matures July 1, 2027, provides for borrowing capacity in the form of a revolving credit facility of $300,000,000, $45,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement also includes an “accordion” feature providing for a possible increase of up to an aggregate amount of borrowing capacity of $600,000,000.
The revolving credit loans under the Credit Agreement as of December 28, 2024, at the option of Landstar, bear interest at (i) a forward-looking term rate based on the secured overnight financing rate plus 0.10% and an applicable margin ranging from 1.25% to 2.00%, or (ii) an alternate base rate plus an applicable margin ranging from 0.25% to 1.00%, in each case with the applicable margin determined based upon the Company’s Leverage Ratio, as defined in the Credit Agreement, at the end of the most recent applicable fiscal quarter for which financial statements have been delivered. The revolving credit facility bears a commitment fee, payable in arrears, of 0.20% to 0.30%, based on the Company’s Leverage Ratio at the end of the most recent applicable fiscal quarter for which financial statements have been delivered. During all of fiscal years 2024 and 2023 and as of both December 28, 2024 and December 30, 2023, the Company had no borrowings outstanding under the Credit Agreement.
Long-term investments, all of which are available-for-sale and are carried at fair value, include primarily investment-grade bonds and asset-backed securities having maturities of up to five years. Assuming that the long-term portion of investments remains at $92,246,000, the balance at December 28, 2024, a hypothetical increase or decrease in interest rates of 100 basis points would not have a material impact on future earnings on an annualized basis. Short-term investments consist of short-term investment-grade instruments and the current maturities of investment-grade corporate bonds and asset-backed securities. Accordingly, any future interest rate risk on these short-term investments would not be material to the Company’s operating results.
37
Assets and liabilities of the Company’s Canadian and Mexican operations are translated from their functional currency to U.S. dollars using exchange rates in effect at the balance sheet date and revenue and expense accounts are translated at average monthly exchange rates during the period. Adjustments resulting from the translation process are included in accumulated other comprehensive income. Transactional gains and losses arising from receivable and payable balances, including intercompany balances, in the normal course of business that are denominated in a currency other than the functional currency of the operation are recorded in the statements of income when they occur. The assets held at the Company’s Canadian and Mexican subsidiaries at December 28, 2024 were collectively, as translated to U.S. dollars, approximately 4% of total consolidated assets. Accordingly, translation gains or losses of 15% or less related to the Canadian and Mexican operations would not be material.
38
Dec. 28, 2024 |
Dec. 30, 2023 |
|||||||
ASSETS |
||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | 515,018 | $ | 481,043 | ||||
Short-term investments |
51,619 | 59,661 | ||||||
Trade accounts receivable, less allowance of $12,904 and $11,738 |
683,841 | 743,762 | ||||||
Other receivables, including advances to independent contractors, less allowance of $17,812 and $14,010 |
47,160 | 43,339 | ||||||
Other current assets |
22,229 | 24,936 | ||||||
|
|
|
|
|||||
Total current assets |
1,319,867 | 1,352,741 | ||||||
|
|
|
|
|||||
Operating property, less accumulated depreciation and amortization of $456,547 and $436,682 |
311,345 | 284,300 | ||||||
Goodwill |
40,933 | 42,275 | ||||||
Other assets |
141,166 | 122,530 | ||||||
|
|
|
|
|||||
Total assets |
$ | 1,813,311 | $ | 1,801,846 | ||||
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
Current Liabilities |
||||||||
Cash overdraft |
$ | 61,033 | $ | 61,541 | ||||
Accounts payable |
383,625 | 395,980 | ||||||
Current maturities of long-term debt |
33,116 | 27,876 | ||||||
Insurance claims |
40,511 | 41,825 | ||||||
Dividends payable |
70,632 | 71,433 | ||||||
Other current liabilities |
84,237 | 76,569 | ||||||
|
|
|
|
|||||
Total current liabilities |
673,154 | 675,224 | ||||||
|
|
|
|
|||||
Long-term debt, excluding current maturities |
69,191 | 43,264 | ||||||
Insurance claims |
62,842 | 58,922 | ||||||
Deferred income taxes and other noncurrent liabilities |
35,685 | 40,513 | ||||||
Shareholders’ Equity |
||||||||
Common stock, $0.01 par value, authorized 160,000,000 shares, issued 68,559,269 and 68,497,324 shares |
686 | 685 | ||||||
Additional paid-in capital |
255,260 | 254,642 | ||||||
Retained earnings |
2,859,916 | 2,783,645 | ||||||
Cost of 33,243,196 and 32,780,651 shares of common stock in treasury |
(2,131,413 | ) | (2,048,184 | ) | ||||
Accumulated other comprehensive loss |
(12,010 | ) | (6,865 | ) | ||||
|
|
|
|
|||||
Total shareholders’ equity |
972,439 | 983,923 | ||||||
|
|
|
|
|||||
Total liabilities and shareholders’ equity |
$ | 1,813,311 | $ | 1,801,846 | ||||
|
|
|
|
Fiscal Years Ended |
||||||||||||
December 28, 2024 |
December 30, 2023 |
December 31, 2022 |
||||||||||
Revenue |
$ | 4,819,245 | $ | 5,303,322 | $ | 7,436,562 | ||||||
Investment income |
14,810 | 10,141 | 3,162 | |||||||||
Costs and expenses: |
||||||||||||
Purchased transportation |
3,745,241 | 4,068,262 | 5,804,017 | |||||||||
Commissions to agents |
392,751 | 462,668 | 614,865 | |||||||||
Other operating costs, net of gains on asset sales/dispositions |
58,781 | 54,191 | 45,192 | |||||||||
Insurance and claims |
113,929 | 114,241 | 125,835 | |||||||||
Selling, general and administrative |
217,708 | 211,799 | 221,279 | |||||||||
Depreciation and amortization |
56,738 | 58,153 | 57,453 | |||||||||
Total costs and expenses |
4,585,148 | 4,969,314 | 6,868,641 | |||||||||
Operating income |
248,907 | 344,149 | 571,083 | |||||||||
Interest and debt (income) expense |
(5,419 | ) | (3,946 | ) | 3,620 | |||||||
Income before income taxes |
254,326 | 348,095 | 567,463 | |||||||||
Income taxes |
58,380 | 83,701 | 136,549 | |||||||||
Net income |
$ | 195,946 | $ | 264,394 | $ | 430,914 | ||||||
Basic and diluted earnings per share |
$ | 5.51 |
$ | 7.36 |
$ | 11.76 |
||||||
Average basic and diluted shares outstanding |
35,538,000 |
35,920,000 |
36,633,000 |
|||||||||
Dividends per common share |
$ | 3.38 | $ | 3.26 | $ | 3.10 | ||||||
Fiscal Years Ended |
||||||||||||
Dec. 28, 2024 |
Dec. 30, 2023 |
Dec. 31, 2022 |
||||||||||
Net income |
$ | 195,946 | $ | 264,394 | $ | 430,914 | ||||||
Other comprehensive income (loss): |
||||||||||||
Unrealized holding gains (losses) on available-for-sale |
2,205 | 3,439 | (8,562 | ) | ||||||||
Foreign currency translation (losses) gains |
(7,350 | ) | 4,720 | (1,059 | ) | |||||||
Other comprehensive (loss) income |
(5,145 | ) | 8,159 | (9,621 | ) | |||||||
Comprehensive income |
$ | 190,801 | $ | 272,553 | $ | 421,293 | ||||||
Fiscal Years Ended |
||||||||||||
Dec. 28, 2024 |
Dec. 30, 2023 |
Dec. 31, 2022 |
||||||||||
OPERATING ACTIVITIES |
||||||||||||
Net income |
$ | 195,946 | $ | 264,394 | $ | 430,914 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Depreciation and amortization |
56,738 | 58,153 | 57,453 | |||||||||
Non-cash interest charges |
263 | 263 | 355 | |||||||||
Provisions for losses on trade and other accounts receivable |
18,266 | 14,032 | 12,220 | |||||||||
Gains on sales/disposals of operating property |
(1,597 | ) | (4,574 | ) | (2,944 | ) | ||||||
Deferred income taxes, net |
(6,990 | ) | (7,709 | ) | (5,360 | ) | ||||||
Stock-based compensation |
3,435 | 4,282 | 12,399 | |||||||||
Changes in operating assets and liabilities: |
||||||||||||
Decrease in trade and other accounts receivable |
37,834 | 222,895 | 219,190 | |||||||||
Increase in other assets |
(16,094 | ) | (2,544 | ) | (5,938 | ) | ||||||
Decrease in accounts payable |
(12,355 | ) | (131,392 | ) | (76,758 | ) | ||||||
Increase (decrease) in other liabilities |
8,509 | (15,795 | ) | (31,571 | ) | |||||||
Increase (decrease) in insurance claims |
2,606 | (8,357 | ) | 12,699 | ||||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES |
286,561 | 393,648 | 622,659 | |||||||||
INVESTING ACTIVITIES |
||||||||||||
Sales and maturities of investments |
112,065 | 112,555 | 41,198 | |||||||||
Purchases of investments |
(101,312 | ) | (101,639 | ) | (40,202 | ) | ||||||
Purchases of operating property |
(30,998 | ) | (25,688 | ) | (26,005 | ) | ||||||
Proceeds from sales of operating property |
9,746 | 8,294 | 5,236 | |||||||||
Purchase of non-marketable securities |
— | — | (4,999 | ) | ||||||||
NET CASH USED BY INVESTING ACTIVITIES |
(10,499 | ) | (6,478 | ) | (24,772 | ) | ||||||
FINANCING ACTIVITIES |
||||||||||||
Decrease in cash overdraft |
(508 | ) | (31,412 | ) | (23,525 | ) | ||||||
Dividends paid |
(120,476 | ) | (117,130 | ) | (115,671 | ) | ||||||
Payment for debt issue costs |
— | — | (1,080 | ) | ||||||||
Proceeds from exercises of stock options |
— | 28 | 68 | |||||||||
Taxes paid in lieu of shares issued related to stock-based compensation plans |
(3,928 | ) | (9,185 | ) | (10,428 | ) | ||||||
Purchases of common stock |
(81,400 | ) | (53,919 | ) | (285,983 | ) | ||||||
Principal payments on finance lease obligations |
(31,027 | ) | (36,353 | ) | (39,063 | ) | ||||||
NET CASH USED BY FINANCING ACTIVITIES |
(237,339 | ) | (247,971 | ) | (475,682 | ) | ||||||
Effect of exchange rate changes on cash and cash equivalents |
(4,748 | ) | 2,263 | (2,195 | ) | |||||||
Increase in cash, cash equivalents and restricted cash |
33,975 | 141,462 | 120,010 | |||||||||
Cash, cash equivalents and restricted cash at beginning of period |
481,043 | 339,581 | 219,571 | |||||||||
Cash, cash equivalents at end of period |
$ | 515,018 | $ | 481,043 | $ | 339,581 | ||||||
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Treasury Stock at Cost |
Accumulated Other Comprehensive (Loss) Income |
Total |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||
Balance December 25, 2021 |
68,232,975 | $ | 682 | $ | 255,148 | $ | 2,317,184 | 30,539,235 | $ | (1,705,601 | ) | $ | (5,403 | ) | $ | 862,010 | ||||||||||||||||
Net income |
430,914 | 430,914 | ||||||||||||||||||||||||||||||
Dividends ($3.10 per share) |
(112,138 | ) | (112,138 | ) | ||||||||||||||||||||||||||||
Purchases of common stock |
1,900,826 | (285,983 | ) | (285,983 | ) | |||||||||||||||||||||||||||
Issuance of stock related to stock-based compensation plans |
149,335 | 2 | (9,060 | ) | 15,239 | (1,302 | ) | (10,360 | ) | |||||||||||||||||||||||
Stock-based compensation |
12,399 | 12,399 | ||||||||||||||||||||||||||||||
Other comprehensive loss |
(9,621 | ) | (9,621 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance December 31, 2022 |
68,382,310 | $ | 684 | $ | 258,487 | $ | 2,635,960 | 32,455,300 | $ | (1,992,886 | ) | $ | (15,024 | ) | $ | 887,221 | ||||||||||||||||
Net income |
264,394 | 264,394 | ||||||||||||||||||||||||||||||
Dividends ($3.26 per share) |
(116,709 | ) | (116,709 | ) | ||||||||||||||||||||||||||||
Purchases of common stock |
319,332 | (54,267 | ) | (54,267 | ) | |||||||||||||||||||||||||||
Issuance of stock related to stock-based compensation plans |
115,014 | 1 | (8,127 | ) | 6,019 | (1,031 | ) | (9,157 | ) | |||||||||||||||||||||||
Stock-based compensation |
4,282 | 4,282 | ||||||||||||||||||||||||||||||
Other comprehensive loss |
8,159 | 8,159 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance December 30, 2023 |
68,497,324 | $ | 685 | $ | 254,642 | $ | 2,783,645 | 32,780,651 | $ | (2,048,184 | ) | $ | (6,865 | ) | $ | 983,923 | ||||||||||||||||
Net income |
195,946 | 195,946 | ||||||||||||||||||||||||||||||
Dividends ($3.38 per share) |
(119,675 | ) | (119,675 | ) | ||||||||||||||||||||||||||||
Purchases of common stock |
452,019 | (82,117 | ) | (82,117 | ) | |||||||||||||||||||||||||||
Issuance of stock related to stock-based compensation plans |
61,945 | 1 | (2,817 | ) | 10,526 | (1,112 | ) | (3,928 | ) | |||||||||||||||||||||||
Stock-based compensation |
3,435 | 3,435 | ||||||||||||||||||||||||||||||
Other comprehensive loss |
(5,145 | ) | (5,145 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance December 28, 2024 |
68,559,269 | $ | 686 | $ | 255,260 | $ | 2,859,916 | 33,243,196 | $ | (2,131,413 | ) | $ | (12,010 | ) | $ | 972,439 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years Ended |
||||||||||||
December 28, 2024 |
December 30, 2023 |
December 31, 2022 |
||||||||||
Mode |
||||||||||||
Truck – BCO Independent Contractors |
38 | % | 38 | % | 35 | % | ||||||
Truck – Truck Brokerage Carriers |
52 | % | 53 | % | 54 | % | ||||||
Rail intermodal |
2 | % | 2 | % | 2 | % | ||||||
Ocean and air cargo carriers |
6 | % | 5 | % | 8 | % | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Truck Equipment Type |
||||||||||||
Van equipment |
$ | 2,447,810 | $ | 2,742,281 | $ | 3,892,085 | ||||||
Unsided/platform equipment |
$ | 1,455,663 | $ | 1,490,393 | $ | 1,760,357 | ||||||
Less-than-truckload |
$ | 99,828 | $ | 117,683 | $ | 142,438 | ||||||
Other truck transportation (1) |
$ | 343,253 | $ | 479,173 | $ | 835,959 |
(1) | Includes power-only, expedited, straight truck, cargo van, and miscellaneous other truck transportation revenue generated by the transportation logistics segment. Power-only refers to shipments where the Company furnishes a power unit and an operator but not trailing equipment, which is typically provided by the shipper or consignee. |
Balance at Beginning of Period |
Charged to Costs and Expenses |
Write-offs, Net of Recoveries |
Balance at End of Period |
|||||||||||||
For the Fiscal Year Ended December 28, 2024 |
||||||||||||||||
Trade receivables |
$ | 11,738 | $ | 6,449 | $ | (5,283 | ) | $ | 12,904 | |||||||
Other receivables |
15,376 | 11,811 | (7,911 | ) | 19,276 | |||||||||||
Other non-current receivables |
206 | 6 | (4 | ) | 208 | |||||||||||
$ | 27,320 | $ | 18,266 | $ | (13,198 | ) | $ | 32,388 | ||||||||
For the Fiscal Year Ended December 30, 2023 |
||||||||||||||||
Trade receivables |
$ | 12,121 | $ | 5,704 | $ | (6,087 | ) | $ | 11,738 | |||||||
Other receivables |
11,745 | 8,325 | (4,694 | ) | 15,376 | |||||||||||
Other non-current receivables |
203 | 3 | — | 206 | ||||||||||||
$ | 24,069 | $ | 14,032 | $ | (10,781 | ) | $ | 27,320 | ||||||||
For the Fiscal Year Ended December 31, 2022 |
||||||||||||||||
Trade receivables |
$ | 7,074 | $ | 7,354 | $ | (2,307 | ) | $ | 12,121 | |||||||
Other receivables |
9,511 | 4,863 | (2,629 | ) | 11,745 | |||||||||||
Other non-current receivables |
200 | 3 | — | 203 | ||||||||||||
$ | 16,785 | $ | 12,220 | $ | (4,936 | ) | $ | 24,069 | ||||||||
Unrealized Holding Gains (Losses) on Available-for-Sale Securities |
Foreign Currency Translation |
Total |
||||||||||
Balance as of December 25, 2021 |
$ | 113 | $ | (5,516 | ) | $ | (5,403 | ) | ||||
Other comprehensive loss |
(8,562 | ) | (1,059 | ) | (9,621 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance as of December 31, 2022 |
(8,449 | ) | (6,575 | ) | (15,024 | ) | ||||||
Other comprehensive income |
3,439 | 4,720 | 8,159 | |||||||||
|
|
|
|
|
|
|||||||
Balance as of December 30, 2023 |
(5,010 | ) | (1,855 | ) | (6,865 | ) | ||||||
Other comprehensive income (loss) |
2,205 | (7,350 | ) | (5,145 | ) | |||||||
|
|
|
|
|
|
|||||||
Balance as of December 28, 2024 |
$ | (2,805 | ) | $ | (9,205 | ) | $ | (12,010 | ) | |||
|
|
|
|
|
|
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
December 28, 2024 |
||||||||||||||||
Money market investments |
$ | 13,473 | $ | — | $ | — | $ | 13,473 | ||||||||
Asset-backed securities |
26,785 | 25 | 1,770 | 25,040 | ||||||||||||
Corporate bonds, commercial paper and direct obligations of government agencies |
107,180 | 198 | 2,026 | 105,352 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 147,438 | $ | 223 | $ | 3,796 | $ | 143,865 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
December 30, 2023 |
||||||||||||||||
Money market investments |
$ | 16,832 | $ | — | $ | — | $ | 16,832 | ||||||||
Asset-backed securities |
16,543 | — | 2,236 | 14,307 | ||||||||||||
Corporate bonds, commercial paper and direct obligations of government agencies |
118,481 | 279 | 4,384 | 114,376 | ||||||||||||
U.S. Treasury obligations |
6,287 | 2 | 43 | 6,246 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 158,143 | $ | 281 | $ | 6,663 | $ | 151,761 | ||||||||
|
|
|
|
|
|
|
|
Less than 12 months |
12 months or longer |
Total |
||||||||||||||||||||||
Fair Value |
Unrealized Loss |
Fair Value |
Unrealized Loss |
Fair Value |
Unrealized Loss |
|||||||||||||||||||
December 28, 2024 |
||||||||||||||||||||||||
Asset-backed securities |
$ | 9,663 | $ | 37 | $ | 12,596 | $ | 1,733 | $ | 22,259 | $ | 1,770 | ||||||||||||
Corporate bonds, commercial paper, and direct obligations of government agencies |
18,409 | 169 | 59,609 | 1,857 | 78,018 | 2,026 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 28,072 | $ | 206 | $ | 72,205 | $ | 3,590 | $ | 100,277 | $ | 3,796 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
December 30, 2023 |
||||||||||||||||||||||||
Asset-backed securities |
$ | — | $ | — | $ | 14,307 | $ | 2,236 | $ | 14,307 | $ | 2,236 | ||||||||||||
Corporate bonds, commercial paper, and direct obligations of government agencies |
3,506 | 42 | 86,841 | 4,342 | 90,347 | 4,384 | ||||||||||||||||||
U.S. Treasury obligations |
— | — | 2,305 | 43 | 2,305 | 43 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 3,506 | $ | 42 | $ | 103,453 | $ | 6,621 | $ | 106,959 | $ | 6,663 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years |
||||||||||||
2024 |
2023 |
2022 |
||||||||||
Current: |
||||||||||||
Federal |
$ | 54,621 | $ | 76,827 | $ | 116,642 | ||||||
State |
9,750 | 13,305 | 23,309 | |||||||||
Foreign |
999 | 1,278 | 1,958 | |||||||||
Total current |
$ | 65,370 | $ | 91,410 | $ | 141,909 | ||||||
Deferred: |
||||||||||||
Federal |
$ | (5,441 | ) | $ | (8,410 | ) | $ | (3,945 | ) | |||
State |
(1,549 | ) | 701 | (1,415 | ) | |||||||
Total deferred |
$ | (6,990 | ) | $ | (7,709 | ) | $ | (5,360 | ) | |||
Income taxes |
$ | 58,380 | $ | 83,701 | $ | 136,549 | ||||||
Dec. 28, 2024 |
Dec. 30, 2023 |
|||||||
Deferred tax assets: |
||||||||
Receivable valuations |
$ | 7,899 | $ | 6,616 | ||||
Share-based payments |
1,139 | 2,550 | ||||||
Self-insured claims |
4,659 | 3,376 | ||||||
Other |
11,411 | 10,412 | ||||||
Total deferred tax assets |
$ | 25,108 | $ | 22,954 | ||||
Deferred tax liabilities: |
||||||||
Operating property |
$ | 35,131 | $ | 39,117 | ||||
Goodwill |
4,366 | 4,107 | ||||||
Other |
3,213 | 3,718 | ||||||
Total deferred tax liabilities |
$ | 42,710 | $ | 46,942 | ||||
Net deferred tax liability |
$ | 17,602 | $ | 23,988 | ||||
Fiscal Years |
||||||||||||
2024 |
2023 |
2022 |
||||||||||
Income taxes at federal income tax rate |
$ | 53,408 | $ | 73,100 | $ | 119,167 | ||||||
State income taxes, net of federal income tax benefit |
6,637 | 11,250 | 16,596 | |||||||||
Non-deductible executive compensation |
1,063 | 2,309 | 3,552 | |||||||||
Meals and entertainment exclusion |
508 | 520 | 200 | |||||||||
Research and development credits |
(2,591 | ) | (1,672 | ) | (1,526 | ) | ||||||
Share-based payments |
(1,122 | ) | (2,832 | ) | (2,958 | ) | ||||||
Other, net |
477 | 1,026 | 1,518 | |||||||||
Income taxes |
$ | 58,380 | $ | 83,701 | $ | 136,549 | ||||||
Fiscal Years |
||||||||
2024 |
2023 |
|||||||
Gross unrecognized tax benefits – beginning of the year |
$ | 5,454 | $ | 3,726 | ||||
Gross increases related to current year tax positions |
598 | 953 | ||||||
Gross increases related to prior year tax positions |
1,344 | 1,570 | ||||||
Lapse of statute of limitations |
(825 | ) | (795 | ) | ||||
Gross unrecognized tax benefits – end of the year |
$ | 6,571 | $ | 5,454 | ||||
Dec. 28, 2024 |
Dec. 30, 2023 |
|||||||
Land |
$ | 17,389 | $ | 16,328 | ||||
Buildings and improvements |
80,719 | 71,157 | ||||||
Trailing equipment |
518,524 | 491,208 | ||||||
Information technology hardware and software |
141,029 | 132,153 | ||||||
Other equipment |
10,231 | 10,136 | ||||||
Total operating property, gross |
767,892 | 720,982 | ||||||
Less accumulated depreciation and amortization |
456,547 | 436,682 | ||||||
Total operating property, net |
$ | 311,345 | $ | 284,300 | ||||
Finance leases: |
||||
Amortization of right-of-use |
$ | 17,476 | ||
Interest on lease liability |
2,767 | |||
Total finance lease cost |
20,243 | |||
Operating leases: |
||||
Lease cost |
3,835 | |||
Variable lease cost |
— | |||
Sublease income |
(5,604 | ) | ||
Total net operating lease income |
(1,769 | ) | ||
Total net lease cost |
$ | 18,474 | ||
Operating lease right-of-use |
$ | 1,062 | ||||
Finance lease assets |
131,770 | |||||
Total lease assets |
$ | 132,832 | ||||
Finance Leases |
Operating Leases |
|||||||
2025 |
$ | 39,915 | $ | 599 | ||||
2026 |
31,653 | 272 | ||||||
2027 |
19,400 | 216 | ||||||
2028 |
15,309 | 48 | ||||||
2029 |
11,197 | — | ||||||
Thereafter |
— | — | ||||||
Total future minimum lease payments |
117,474 | 1,135 | ||||||
Less amount representing interest (1.6% to 6.4%) |
15,167 | 73 | ||||||
Present value of minimum lease payments |
$ | 102,307 | $ | 1,062 | ||||
Current maturities of long-term debt |
33,116 | |||||||
Long-term debt, excluding current maturities |
69,191 | |||||||
520 | ||||||||
542 |
Finance Leases | Operating Leases | |||||||
Weighted average remaining lease term (years) |
3.7 | 2.3 | ||||||
Weighted average discount rate |
4.8 | % | 5.5 | % |
Fiscal Years |
||||||||||||
2024 |
2023 |
2022 |
||||||||||
Total cost of the Plans during the period |
$ | 3,435 | $ | 4,282 | $ | 12,399 | ||||||
Amount of related income tax benefit recognized during the period |
(1,963 | ) | (3,622 | ) | (5,199 | ) | ||||||
Net cost of the Plans during the period |
$ | 1,472 | $ | 660 | $ | 7,200 | ||||||
Number of RSUs |
Weighted Average Grant Date Fair Value |
|||||||
Outstanding at December 25, 2021 |
209,399 | $ | 102.90 | |||||
Granted |
50,019 | $ | 139.44 | |||||
Shares earned in excess of target (1)
|
91,497 | $ | 92.58 | |||||
Vested shares, including shares earned in excess of target |
(177,146 | ) | $ | 95.48 | ||||
Forfeited |
(21,989 | ) | $ | 113.85 | ||||
Outstanding at December 31, 2022 |
151,780 | $ | 115.80 | |||||
Granted |
41,638 | $ | 164.91 | |||||
Shares earned in excess of target (2)
|
79,176 | $ | 98.39 | |||||
Vested shares, including shares earned in excess of target |
(137,861 | ) | $ | 97.97 | ||||
Forfeited |
(2,011 | ) | $ | 142.67 | ||||
Outstanding at December 30, 2023 |
132,722 | $ | 138.93 | |||||
Granted |
102,997 | $ | 138.85 | |||||
Shares earned in excess of target (3)
|
1,791 | $ | 51.42 | |||||
Vested shares, including shares earned in excess of target |
(45,057 | ) | $ | 115.69 | ||||
Forfeited |
(29,801 | ) | $ | 140.20 | ||||
Outstanding at December 28, 2024 |
162,652 | $ | 144.12 | |||||
(1) |
Represents additional shares earned under each of the February 2, 2017, February 2, 2018 and February 1, 2019 RSU awards, as fiscal year 2021 financial results exceeded target performance level under each such award. |
(2) |
Represents additional shares earned (i) under the February 1, 2019 and January 31, 2020 RSU awards as fiscal year 2022 financial results exceeded target performance level and (ii) under the April 24, 2018 and July 1, 2019 RSU awards as total shareholder return during the applicable performance period exceeded target performance level under each of those awards. |
(3) |
Represents additional shares earned under the April 24, 2018 and July 1, 2019 RSU awards as total shareholder return during the applicable performance period exceeded target performance level under each of those awards. |
Number of Shares and Deferred Stock Units |
Weighted Average Grant Date Fair Value |
|||||||
Non-vested at December 25, 2021 |
56,436 | $ | 125.16 | |||||
Granted |
25,354 | $ | 152.54 | |||||
Vested |
(27,074 | ) | $ | 122.68 | ||||
Forfeited |
(6,921 | ) | $ | 144.45 | ||||
Non-vested at December 31, 2022 |
47,795 | $ | 138.30 | |||||
Granted |
22,714 | $ | 179.32 | |||||
Vested |
(24,161 | ) | $ | 138.35 | ||||
Non-vested at December 30, 2023 |
46,348 | $ | 158.38 | |||||
Granted |
31,525 | $ | 187.08 | |||||
Vested |
(25,647 | ) | $ | 151.16 | ||||
Forfeited |
(4,707 | ) | $ | 169.92 | ||||
Non-vested at December 28, 2024 |
47,519 | $ | 180.17 | |||||
Options Outstanding |
Options Exercisable |
|||||||||||||||
Number of Options |
Weighted Average Exercise Price per Share |
Number of Options |
Weighted Average Exercise Price per Share |
|||||||||||||
Options at December 25, 2021 |
8,570 | $ | 55.42 | 8,570 | $ | 55.42 | ||||||||||
Exercised |
(6,670 | ) | $ | 55.14 | ||||||||||||
Options at December 31, 2022 |
1,900 | $ | 56.40 | 1,900 | $ | 56.40 | ||||||||||
Exercised |
(1,900 | ) | $ | 56.40 | ||||||||||||
Options at December 30, 2023 |
— | — | ||||||||||||||
Transportation Logistics |
Insurance |
Total |
||||||||||
2024 |
||||||||||||
External revenue |
$ |
4,756,008 |
$ |
63,237 |
$ |
4,819,245 |
||||||
Internal revenue |
— |
57,476 |
57,476 |
|||||||||
|
|
|
|
|
|
|||||||
Total revenue |
4,756,008 |
120,713 |
4,876,721 |
|||||||||
|
|
|
|
|
|
|||||||
Investment income |
14,810 |
14,810 |
||||||||||
Purchased transportation |
3,745,241 |
3,745,241 |
||||||||||
Commissions to agents |
392,751 |
392,751 |
||||||||||
Other operating costs, net of gains on asset sales/dispositions |
58,781 |
58,781 |
||||||||||
Insurance and claims |
92,712 |
78,693 |
171,405 |
|||||||||
Selling, general and administrative |
204,089 |
13,619 |
217,708 |
|||||||||
Depreciation and amortization |
56,738 |
56,738 |
||||||||||
|
|
|
|
|
|
|||||||
Operating income |
205,696 |
43,211 |
248,907 |
|||||||||
|
|
|||||||||||
Goodwill |
40,933 |
40,933 |
Transportation Logistics |
Insurance |
Total |
||||||||||
2023 |
||||||||||||
External revenue |
$ |
5,230,846 |
$ |
72,476 |
$ |
5,303,322 |
||||||
Internal revenue |
— |
67,977 |
67,977 |
|||||||||
|
|
|
|
|
|
|||||||
Total revenue |
5,230,846 |
140,453 |
5,371,299 |
|||||||||
|
|
|||||||||||
Investment income |
10,141 |
10,141 |
||||||||||
Purchased transportation |
4,068,262 |
4,068,262 |
||||||||||
Commissions to agents |
462,668 |
462,668 |
||||||||||
Other operating costs, net of gains on asset sales/dispositions |
54,191 |
54,191 |
||||||||||
Insurance and claims |
101,179 |
81,039 |
182,218 |
|||||||||
Selling, general and administrative |
197,819 |
13,980 |
211,799 |
|||||||||
Depreciation and amortization |
58,153 |
58,153 |
||||||||||
|
|
|
|
|
|
|||||||
Operating income |
288,574 |
55,575 |
344,149 |
|||||||||
|
|
|||||||||||
Goodwill |
42,275 |
42,275 |
Transportation Logistics |
Insurance |
Total |
||||||||||
2022 |
||||||||||||
External revenue |
$ |
7,358,008 |
$ |
78,554 |
$ |
7,436,562 |
||||||
Internal revenue |
— |
79,229 |
79,229 |
|||||||||
|
|
|
|
|
|
|||||||
Total revenue |
7,358,008 |
157,783 |
7,515,791 |
|||||||||
|
|
|||||||||||
Investment income |
3,162 |
3,162 |
||||||||||
Purchased transportation |
5,804,017 |
5,804,017 |
||||||||||
Commissions to agents |
614,865 |
614,865 |
||||||||||
Other operating costs, net of gains on asset sales/dispositions |
45,192 |
45,192 |
||||||||||
Insurance and claims |
105,477 |
99,587 |
205,064 |
|||||||||
Selling, general and administrative |
206,504 |
14,775 |
221,279 |
|||||||||
Depreciation and amortization |
57,453 |
57,453 |
||||||||||
|
|
|
|
|
|
|||||||
Operating income |
524,500 |
46,583 |
571,083 |
|||||||||
|
|
|||||||||||
Goodwill |
41,220 |
41,220 |
Fiscal Years Ended |
||||||||||||
December 28, 2024 |
December 30, 2023 |
December 31, 2022 |
||||||||||
Total revenue |
$ |
4,876,721 |
$ |
5,371,299 |
$ |
7,515,791 |
||||||
Elimination of internal revenue |
(57,476 |
) |
(67,977 |
) |
(79,229 |
) | ||||||
|
|
|
|
|
|
|||||||
Total consolidated revenue |
4,819,245 |
5,303,322 |
7,436,562 |
|||||||||
Operating income |
$ |
248,907 |
$ |
344,149 |
$ |
571,083 |
||||||
Interest and debt (income) expense (1)
|
(5,419 |
) |
(3,946 |
) |
3,620 |
|||||||
|
|
|
|
|
|
|||||||
Income before income taxes |
254,326 |
348,095 |
567,463 |
(1) |
Interest and debt (income) expense includes (1) interest income earned on cash balances held by the transportation logistics segment of $9,495, $7,811 an d 4,076, $3,865$900 in 2024, 2023 and 2022, respectively an total interest expense of $d
consolidated
and $4,520 d 2022, respectively.
|
Fiscal Years Ended |
||||||||||||
December 28, 2024 |
December 30, 2023 |
December 31, 2022 |
||||||||||
Operating income |
$ | 8,824 | $ | 6,058 | $ | 11,331 | ||||||
Net income |
$ | 6,794 | $ | 4,598 | $ | 8,570 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share |
$ | 0.19 | $ | 0.13 | $ | 0.23 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 28, 2024 to provide reasonable assurance that information required to be disclosed by the Company in reports that it filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
In designing and evaluating disclosure controls and procedures, Company management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitation in any control system, no evaluation or implementation of a control system can provide complete assurance that all control issues and all possible instances of fraud have been or will be detected.
Internal Control Over Financial Reporting
(a) Management’s Report on Internal Control over Financial Reporting
Management of Landstar System, Inc. (the “Company”) is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act, as amended.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.
Management, with the participation of the Company’s principal executive officer and principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 28, 2024. This assessment was performed using the criteria established under the Internal Control-Integrated Framework (2013) established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error or circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and reporting and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on the assessment performed using the criteria established by COSO, management has concluded that the Company maintained effective internal control over financial reporting as of December 28, 2024.
64
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements and Supplementary Data
Page | ||||
39 | ||||
40 | ||||
41 | ||||
42 | ||||
43 | ||||
44 | ||||
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 |
71
72
(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 |
* | 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.
73
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 24, 2025 |
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 |
President and Chief Executive Officer; Principal Executive Officer; Director |
February 24, 2025 | ||
Frank A. Lonegro | ||||
/s/ JAMES P. TODD James P. Todd |
Vice President and Chief Financial Officer and Assistant Secretary; Principal Financial Officer and Principal Accounting Officer |
February 24, 2025 | ||
* |
Director | February 24, 2025 | ||
Homaira Akbari | ||||
* |
Director | February 24, 2025 | ||
David G. Bannister | ||||
* |
Director | February 24, 2025 | ||
James L. Liang | ||||
* |
Chairman of the Board | February 24, 2025 | ||
Diana M. Murphy | ||||
* |
Director | February 24, 2025 | ||
Anthony J. Orlando | ||||
* |
Director | February 24, 2025 | ||
George P. Scanlon | ||||
* |
Director | February 24, 2025 | ||
Teresa L. White |
By: | /s/ MICHAEL K. KNELLER |
|
Michael K. Kneller | ||
Attorney In Fact* |
74
Exhibit 10.9
[Landstar System, Inc. Letterhead]
January 31, 2025
[Name]
[Address]
2025 Performance Related Stock Awards
Notice and Agreement under the 2011 Equity Incentive Plan
Dear [First Name]:
We are pleased to confirm that you have been credited with a target of [insert target number of RSUs] Performance Related Stock Awards, in the form of Restricted Stock Unit Awards (“RSUs”), under the 2011 Equity Incentive Plan (the “Plan”) of Landstar System, Inc. (the “Company”). Capitalized terms used without definition in this letter have the meanings given to them in the Plan.
We encourage you to review the Plan, which sets forth terms and conditions applicable to your RSUs, as well as the prospectus which accompanies this letter as Annex A. Please note that this letter and your RSUs are subject in all respects to the terms and conditions of the Plan; if there is any discrepancy between this letter and the Plan, the terms of the Plan shall govern. A copy of the Plan document accompanies this letter as Annex B.
You agree that as a condition precedent to your right to receive and retain the benefits of the RSUs, you must avoid Competitive Activity and comply with the covenants set forth in Appendix A – Restrictive Covenants Agreement. Additionally, in consideration of the grant of the RSUs pursuant to Section 1 below, and by your signature to this Award Agreement below, you agree to be bound by the covenants set forth in Appendix A to this Award Agreement (the “Award Agreement”), the terms of which are incorporated by reference as if set forth in full. These covenants shall be in addition to, and shall not supersede, the covenants set forth in any other agreement to which you and the Company or a Subsidiary or Affiliate of the Company are or hereafter become parties. In agreeing and accepting these covenants, you acknowledge having reviewed them and agree that these covenants are reasonable in time and scope and do not pose an undue hardship on you. You further acknowledge and agree that the Company would not have entered into this Agreement and issued RSUs under this Award Agreement if you did not agree to these covenants.
1. RSU Vesting. Your RSUs will vest on January 31 of 2028, 2029 and 2030, if you have remained continuously employed with the Company or a Subsidiary thereof through the applicable vesting date, and based on the following vesting formula: the number of RSUs that vests on each vesting date will be determined by (1) multiplying the number of RSUs credited to you under this Agreement as of the vesting date by (2) the Performance Multiple derived from the chart below, and (3) and subtracting therefrom the number of RSUs that have previously vested; provided that, in no event, may the aggregate number of your RSUs that become vested under this Section 1 exceed 200% of the RSUs credited to you under this Award Agreement; and provided further that, once a portion of your RSUs has vested under this Section 1, such portion shall remain vested.
For purposes of this Award Agreement, the Performance Multiple shall be as set forth in the chart below, with linear interpolation between Performance Hurdles:
Performance Hurdle |
Performance Multiple |
Performance Level |
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0% |
0% | |||
25% |
50% | |||
50% |
100% | Target | ||
75% |
150% | |||
100% |
200% | Maximum |
For purposes of the forgoing chart, the Performance Hurdle means with respect to RSUs that may vest on January 31, 2028, January 31, 2029 or January 31, 2030, the average of the percentage change (positive or negative) derived by comparing operating income and income before income taxes per diluted share, in each case from continuing operations for the year then ended, to 2024 Operating Income and 2024 Income Before Income Taxes Per Share, respectively. In determining the number of RSUs that become vested based on achieving the Performance Hurdle, such number shall be rounded to the nearest whole number.
“2024 Operating Income” means $248,907,000.
“2024 Income Before Income Taxes Per Share” means $7.16.
The determination of the number of your RSUs that vests as of each vesting date will be certified by the Committee as soon as reasonably practicable following the vesting date, but in no event later than two business days following the release of earnings by the Company for the relevant fiscal year. Any RSUs that do not become vested as of March 1, 2030 shall be forfeited.
2. Termination of Employment. Except as provided below or as otherwise provided in the Plan, any portion of your RSUs that have not otherwise become vested prior to the date your employment terminates will be forfeited upon your termination. Notwithstanding the immediately preceding sentence, if your employment is terminated due to your death or Disability, the unvested RSUs will remain outstanding and shall continue to be eligible to become vested as set forth in Section 1.
3. Transferability. You may not, at any time assign, alienate, pledge, attach, sell or otherwise transfer or encumber the RSUs and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable for all purposes.
4. No Rights as a Stockholder other than Dividend Equivalents. Except as provided in this Section 4, you will not be the record owner of the shares of Stock underlying your RSUs, and you will not be entitled to any rights of a holder of the Stock (including, without limitation, any voting or dividend rights) unless and until the shares of Stock are transferred to you following vesting as set forth above. Dividend equivalents will be credited to your RSUs each time that a dividend is paid on the Company’s Stock.
The aggregate amount of such dividend equivalents so credited in respect of each such dividend shall be equal to the dividend paid on a share of Stock multiplied by the number of RSUs credited to you under this Award Agreement on the dividend record date (to the extent the shares of Stock represented by such RSUs have not been paid to you as of the dividend record date). The dividend equivalents shall be converted into additional RSUs, rounded down to the nearest whole number, on the dividend payment date based upon the then Fair Market Value of the Stock, and such RSUs shall be added to the RSUs credited to you under this Award Agreement. The shares of Stock representing the portion of your RSUs that vest will be transferred to you as soon as practicable (but in no event later than 74 days) following the applicable vesting date.
5. Post-Vesting Holding Period. You will be expected to continue to hold the shares of Stock that you receive upon settlement of the RSUs, net of any applicable withholding obligations in connection with such settlement, for a period of not less than one year. All such shares shall be initially issued to you in an account in your name at Computershare, the Company’s transfer agent.
6. Change in Control. Unless the Committee determines otherwise in accordance with the Plan, in the event of a Change in Control that occurs prior to January 31, 2030, your RSUs will vest upon the Change in Control based on the following vesting formula; provided that, in no event, may the application of this Section 6 result in vesting that is duplicative of the vesting that results by application of Section 1; and provided further that, in no event, may the aggregate number of your RSUs that become vested under this Section 6, together with the RSUs that vest by operation of Section 1, exceed 200% of the RSUs credited to you under this Award Agreement:
If the Change in Control |
Number of Vested RSUs |
|
During the Company’s 2025 fiscal year |
[insert number of RSUs equal to 20% of target number] | |
During the Company’s 2026 fiscal year |
The sum of (i) the number of RSUs that would vest as provided in Section 1, assuming for this purpose that the applicable Performance Hurdle is calculated based on the results from continuing operations for the 2025 fiscal year compared to the results from continuing operations for the 2024 fiscal year, and (ii)[insert number of RSUs equal to 20% of target number] | |
During the Company’s 2027 fiscal year |
The sum of (i) the number of RSUs that would vest as provided in Section 1, assuming for this purpose that the applicable Performance Hurdle is calculated based on the results from continuing operations for the 2026 fiscal year as compared to the results from continuing operations for the 2024 fiscal year, and (ii)[insert number of RSUs equal to 20% of target number] | |
During the Company’s 2028 fiscal year |
The sum of (i) the number of RSUs that would vest as provided in Section 1, assuming for this purpose that the applicable Performance Hurdle is calculated based on the results from continuing operations for the 2027 fiscal year as compared to the results from continuing operations for the 2024 fiscal year, and (ii)[insert number of RSUs equal to 20% of target number] |
During the Company’s 2029 fiscal year |
The sum of (i) the number of RSUs that would vest as provided in Section 1, assuming for this purpose that the applicable Performance Hurdle is calculated based on the results from continuing operations for the 2028 fiscal year as compared to the results from continuing operations for the 2024 fiscal year, and (ii)[insert number of RSUs equal to 20% of target number] | |
After the end of the Company’s 2029 fiscal year and before January 31, 2030 | The number of RSUs that would vest as provided in Section 1, assuming for this purpose that the applicable Performance Hurdle is calculated based on the results from continuing operations for the 2029 fiscal year as compared to the results from continuing operations for the 2024 fiscal year. |
Any RSUs that have not become vested (after operation of this Section 6) as of the date the Change in Control occurs shall be forfeited. Vested RSUs that have not been paid prior to the occurrence of the Change in Control shall either (a) be paid in shares of Stock or (b) be cancelled in exchange for an immediate payment in cash of an amount based upon the Change in Control Price, in the discretion of the Committee.
7. No Guarantee of Employment. Please note that nothing in this letter shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate your employment at any time, nor confer upon you any right to continue in the employ of the Company or any Subsidiary or affiliate.
8. Clawback. Please note that this award of RSUs, any portion thereof and any payment related thereto, are subject to recovery or “clawback” by the Company. Notwithstanding any other provision of this letter or the Plan, the Company may cancel all or any part of the RSUs, require reimbursement of any amounts earned in respect of the RSUs, and effect any other right of recoupment in respect of the RSUs in accordance with the Clawback Policy. In addition, you may be required to repay to the Company previously paid compensation in respect of the RSUs in accordance with the Clawback Policy. By accepting the RSUs, you are agreeing to be bound by the Clawback Policy, as in effect or as may be adopted and/or modified from time to time by the Company in its discretion (including, without limitation, to comply with applicable law or stock exchange listing requirements).
9. Amendments. The Committee has the right, in its sole discretion, to alter or amend this letter from time to time and in any manner for the purpose of promoting the objectives of the Plan, provided that no such amendment shall in any manner adversely affect your rights under this letter without your consent.
[intentionally left blank]
Congratulations on your Performance Related Stock Awards.
LANDSTAR SYSTEM, INC. |
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By: |
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Name: James P. Todd |
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Title: Vice President and Chief Financial Officer |
Signature to the Award Agreement includes, and shall be construed as, signature to the Restrictive Covenant Agreement set forth in Appendix A.
[PARTICIPANT] | ||
Acknowledged and agreed: |
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«Name» |
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Dated: |
LANDSTAR SYSTEM, INC. |
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By: |
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Name: Michael K. Kneller |
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Title: Vice President, General Counsel and Secretary |
Appendix A
RESTRICTIVE COVENANT AGREEMENT
Subject to any state-specific modifications or additions that may be applicable to Participant under Appendix A-1, the parties agree to the following in order to protect the legitimate business interests of the Company and its Subsidiaries and Affiliates (collectively, the “Company”) and to prevent irreparable harm to the Company:
1. Purpose. The purpose of this Restrictive Covenant Agreement (“RCA”) is to provide the terms and conditions of certain covenants entered into as a condition of the issuance to [PARTICIPANT] (the “Participant”) of Performance Related Stock Awards, in the form of RSU Awards, under the 2011 Equity Incentive Plan of Landstar System, Inc. (collectively with its affiliated companies, the “Company”), as referenced by that certain 2025 Performance Related Stock Awards Notice and Agreement under the 2011 Equity Incentive Plan, between the Participant and the Company, dated as of January 31, 2025 (the “Award Agreement”). Capitalized terms not otherwise defined in this RCA shall have the meaning assigned in the Award Agreement. In consideration of the Company’s issuance of the Restricted Stock Units, the Participant’s continued employment with the Company, and for other valuable consideration the sufficiency of which is hereby acknowledged, intending to be legally bound, the Participant hereby agree to the following:
2. Confidential Information. I recognize and acknowledge that, by reason of my service to the Company, I have had and will continue to have access to certain confidential and proprietary information of the Company. For purposes of this RCA, “Confidential Information” means all information and compilations of information in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company, that the Participant first gains knowledge of or access to as a consequence of the Participant’s employment to the extent that the Company has not made it public or authorized public disclosure of it and it is not readily available through lawful and proper means to the public or others in the industry who have no obligation to keep it confidential. Confidential Information shall be presumed to include, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, customers, agents, capacity providers, suppliers, vendors and/or competitors. Confidential Information shall be understood to include any and all Company trade secrets (as defined under applicable state or federal law), but an item need not be a trade secret to qualify as Confidential Information. Subject to Section 3 of this RCA, the Participant agrees that the Participant shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Participant’s assigned duties and for the benefit of the Company, either during the Participant’s employment or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which shall have been obtained by the Participant during the Participant’s employment. The Participant will comply with all Company policies and directives concerning the use, storage, and transfer of Confidential Information. This RCA does not prohibit the Participant’s use of generally available knowledge, skill and education that is not specific to the Company or its business relationships but is instead knowledge generic to the industry or the Participant’s profession.
The foregoing restrictions on use or disclosure of information shall not apply to information that (i) was known to the public prior to its disclosure to the Participant; (ii) becomes generally known to the public subsequent to disclosure to the Participant through no wrongful act of the Participant or otherwise unlawful or improper means; (iii) a disclosure that the Participant is required to make due to court order, subpoena, or other legal mandate or (iv) with respect to any Permitted Disclosures (defined in Section 3 of this RCA below).
3. Permitted Disclosures. For purposes of this RCA, “Permitted Disclosures” means any of the following: (i) voluntarily communicating with, or providing information to, any government agency or other regulator that is responsible for enforcing a law on behalf of the government (including, without limitation, the U.S. Equal Employment Opportunity Commission, the Commodity Futures Trading Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, and any Inspector General of any agency) regarding conduct or action undertaken or omitted to be taken by Company or any of its affiliates that the Participant reasonably believes is illegal or in material non-compliance with any financial disclosure or other regulatory requirement applicable to the Company; or (ii) providing truthful testimony or accurate information in connection with any investigation being conducted into the business or operations of the Company by any such government agency or other regulator; or (iii) discussing or disclosing information about unlawful acts, such as harassment or discrimination (in the workplace, at work-related events, between employees, or between an employer and an employee or otherwise) or any other conduct that the Participant has reason to believe is unlawful; or, (iv) engaging in a disclosure that is permitted under 18 U.S.C. § 1833(b) (as further described in Section 6.c below). No provision of this RCA shall be construed to require the Participant to obtain the approval of, or give notice to the Company or any of its employees or representatives to take any action permitted under clauses (i) or (ii) or (iii).
4. Non-competition. The Participant acknowledges that one or more of the following apply to Participant: (i) the Participant performs services of a unique nature for the Company that are irreplaceable, and that the Participant’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Participant has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company, (iii) in the course of the Participant’s employment by a competitor, the Participant would inevitably use or disclose such Confidential Information, (iv) the Company has substantial relationships with their customers and employees and the Participant has had and will continue to have access to, and develop relationships with, these customers and employees, (v) the Participant has received and will receive specialized training from the Company, and (vi) the Participant has generated and will continue to generate goodwill for the Company in the course of the Participant’s employment.
Accordingly, during the period of the Participant’s employment with the Company and for a period of six (6) months thereafter (the “Restricted Period”), the Participant agrees that the Participant will not, own, manage, operate, or control, directly or indirectly, any person, firm, corporation or other entity, that is engaged in (or preparing to engage in) competition with any part of the Company’s business, or planned business, that Participant had involvement with or was provided Confidential Information about in the course of the Participant’s employment within the two year period preceding the Participant’s last day of employment (a “Competitor”), or be employed or engaged by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to a Competitor, in each case where such employment or engagement would involve (A) providing services to the Competitor that are the same as, or that are materially similar in function or purpose to, the services the Participant provided to a member of the Company within the two year period preceding the Participant’s last day of employment (the “Look Back Period”); or (B) assisting with the development or improvement of a Competitor’s product or service (existing or under development) that competes with any product or service of the Company (existing or under development) that the Participant had material involvement with or was provided Confidential Information about within the Look Back Period (a “Competing Product or Service”); or (C) participating in any activity that would involve or require, or be likely to require, the Participant to use or disclose Confidential Information to assist a Competitor. The post-employment restriction on the Participant created by the forgoing non-compete clause shall be geographically limited to the following “Restricted Territory”: (D) the geographic territory assigned to the Participant in the Look Back Period, by state, county, or other recognized geographic boundary that is assigned to the Participant as a limitation on where the Participant is to do business for the Company if the Participant’s responsibilities for the Company and access to Confidential Information are limited to a specifically assigned geographic territory of this nature; or, if the Participant is not assigned a specific geographic territory of this nature, then (E) the Restricted Territory shall be the state(s) where the Participant resides in the Look Back Period and those where the Participant performs work for the Company in the Look Back Period, and each additional state within the United States and equivalent regions in other countries where the Company does business that the Participant has material involvement with or is provided Confidential Information about within the Look Back Period. References to counties and states is understood to include county and state equivalents. The Participant will not, through remote communications from outside of the Restricted Territory engage in prohibited activity that reaches into, relates to, or otherwise materially involves business within the Restricted Territory. The Participant agrees not to complain about any uncertainty Participant may have regarding the Restricted Territory applicable to the Participant after Participant’s employment ends if the Participant does not seek clarification of the definition from the Company’s General Counsel immediately prior to or within ten days after the date Participant’s employment ends. Notwithstanding anything to the contrary, nothing herein shall prohibit the Participant from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company, so long as the Participant has no active participation in the business of such corporation. In addition, the provisions of this RCA shall not be violated by the Participant commencing employment with a subsidiary, division or unit of any diversified entity that has business units that engage in a business in competition the Company so long as the Participant and such subsidiary, division or unit that Participant is employed within do not engage in a business in competition with the Company. This restriction is referred to as the “Noncompete” covenant.
5. Non-solicitation; Non-interference.
a. During the Restricted Period, the Participant shall not, except in the furtherance of the Participant’s employment duties, directly or through assistance to others, individually or on behalf of any other person, firm, corporation or other entity, attempt to, or actually, solicit any customer of the Company with or of whom the Participant, during the Look Back Period, (A) had a business relationship on behalf of the Company or (B) learned or obtained Confidential Information about while providing services to the Company (a “Covered Customer”) (x) to purchase Competing Products or Services, or (y) to terminate or materially diminish their relationship with the Company, or (z) otherwise assist or aid any Competitor in identifying or soliciting any Covered Customer for a competitive purpose. This restriction is referred to the “Customer Nonsolicit” covenant.
b. During the Restricted Period, the Participant shall not, except in the furtherance of the Participant’s employment duties, directly or through assistance to others, individually or on behalf of any other person, firm, corporation or other entity:
(A) attempt to, or actually, (x) solicit any “Covered Individual”, which is an individual employed or contracted to work with or for the Company, whether as an employee, a business capacity owner (BCO) or independent sales agent that the Participant works with or gains Confidential Information about in the Look Back Period) to terminate or materially reduce such relationship, or (y) assist another business entity’s efforts to hire away, or participate in hiring away, a Covered Individual (such as, but not limited to, by identifying, interviewing, and/or helping recruit such Covered Individual), or
(B) attempt to, or actually, interfere with the Company’s business relationship with any supplier, vendor, distributor, joint venturer, licensor, licensee, franchisee, investor, or other provider of support or services that are relied upon by the Company and that would be difficult to replace without disruption to the Company’s business (a “Covered Provider”), by soliciting the Covered Provider to cease or reduce doing business with the Company, or to alter an existing business relationship with the Company to the Company’s detriment.
The restriction in part (A) is referred to as the “Worker Nonsolicit” and the restriction in part (B) is referred to as the “Provider Nonsolicit.” A Covered Individual who elects to end his/her/their employment or engagement with the Company shall remain a Covered Individual covered by the forgoing restriction for a period of six (6) months after the individual has ended his/her/their employment or engagement with the Company unless the inclusion of such an individual as a Covered Individual would make the Worker Nonsolicit unenforceable under controlling law. The Worker Nonsolicit and Provider Nonsolicit are understood to be inherently and reasonably limited by geography to the locations of the Covered Individuals and Covered Providers, but if (and only if) an additional geographic limitation is necessary under controlling law for them to be enforceable then they shall also be limited to the Restricted Territory.
c. As used in this RCA, to “solicit” and “soliciting” shall be presumed to mean to interact with another person or entity with the purpose or foreseeable result being to cause, encourage, motivate, or induce the person or entity to engage in some responsive action (such as starting, modifying, or ending a business relationship), irrespective of who first initiated contact. These terms shall not include general advertising (such as “help wanted” ads) that are not targeted at the Company’s employees, customers, or providers.
If the Participant is employed by the Company in a non-management, non-supervisory role then nothing in this RCA will prohibit the Participant from engaging in conduct that is protected under Section 7 of the National Labor Relations Act (NLRA) such as the right of employees to self-organization, to form, join, or assist labor organizations, to strike, picket, or otherwise engage in other concerted activities for their mutual aid or protection, to solicit other employees to join in such activity, or to refuse to do so; this includes as a Permitted Disclosure using or disclosing information acquired through lawful means regarding the wages, benefits, or other terms and conditions of employment of individuals employed by the Company for any purpose protected under the NLRA unless the information was entrusted to the Participant in confidence by the Company as part of confidential job duties (such as, but not limited to human resource or personnel management, payroll, or benefits administration duties).
6. Inventions.
a. The Participant acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of the Participant’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Participant, solely or jointly with others, during the Participant’s employment, or (B) suggested by any work that the Participant performs in connection with the Company, either while performing the Participant’s duties with the Company or on the Participant’s own time, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Participant will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Participant will surrender them upon the termination of employment, or upon the Company’s request. The Participant irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Participant’s employment, together with the right to file, in the Participant’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Participant will, at any time during and subsequent to the Participant’s employment, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Participant from the Company. The Participant will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Participant from the Company.
b. In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Participant agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Participant.
If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Participant hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Participant’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Participant hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Participant has any rights in the results and proceeds of the Participant’s service to the Company that cannot be assigned in the manner described herein, the Participant agrees to unconditionally waive the enforcement of such rights. The Participant hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Participant’s benefit by virtue of the Participant being an employee of or other service provider to the Company.
c. 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this RCA is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this RCA have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.
7. Return of Company Property. Unless otherwise agreed in writing with the Company, on the date of the Participant’s termination of employment for any reason (or at any time prior thereto at the Company’s request), the Participant shall return all Confidential Information and property belonging to the Company (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). If the Participant discovers any Confidential Information or property of the Company in Participant’s possession following the Participant’s termination of employment, the Participant shall promptly return such property to the Company or, at the instruction of the Company, destroy such property or information. For the avoidance of doubt, nothing in this Section prohibits the Participant from communicating with, or providing information to, any government agency or other regulator as permitted under Section 3 of this RCA.
8. Reasonableness of Covenants. In signing this RCA, the Participant gives the Company assurance that the Participant has carefully read and considered all of the terms and conditions of this RCA, including the restraints imposed under this RCA hereof. The Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant from obtaining other suitable employment during the period in which the Participant is bound by the restraints. The Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Sections 4 and 5, the Participant will provide a copy of this RCA to such entity, and such entity shall acknowledge to the Company in writing that it has read this RCA. The Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and that the Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the Participant’s obligations to that affiliate under this RCA.
9. Reformation; Severability. If it is determined by the Company or by a court of competent jurisdiction in any state that any restriction in this RCA is excessive in duration or scope or is unreasonable or unenforceable under applicable federal or state law or regulation, it is the intention of the parties that such restriction may be modified or amended to render it enforceable to the maximum extent permitted by applicable federal or state law or regulation. If reformation is not available for any reason, then the invalidity, illegality or unenforceability of any provision of this RCA in any respect shall apply solely to such provision, and the remaining provisions of this RCA (or portions thereof) shall nevertheless be valid, enforceable and of full force and effect. Presumptions provided for in this RCA can only be overcome through clear and convincing evidence by the party opposing the presumption, and a presumption will not apply if its application would make the clause or restriction where it would be applied void, illegal, or otherwise unenforceable.
10. Tolling. In the event of any violation of the provisions of this RCA, the Participant acknowledges and agrees that the post-termination restrictions contained in this RCA shall be extended for a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation; provided, however, that once the Participant has fully and finally ceased being in violation of post-termination restrictions and has continuously complied with them for the proscribed length of time, they shall expire. In addition, this tolling clause will not apply if its application would make the restriction to which it applies unenforceable as a matter of law.
11. Consequences of Breach or Unenforceability.
a. Independent from the remedies for a breach of this Agreement provided for in Section 11.b below, in the event that Participant engages in conduct that does not comply with the requirements of this RCA, and Participant thereby fails to satisfy the conditions precedent to entitlement to receive and retain the benefits of the Award Agreement, to the fullest extent permitted under controlling law, Participant will forfeit all RSUs granted through the Award Agreement, and shall within thirty (30) days of the Plan Administrator’s written demand, return to the Company any monetary gain (less taxes paid thereon) realized by Participant in the preceding two years as a result of the RSUs awarded to Participant through the Award Agreement. This will be construed as the consequence of the failure to meet a condition precedent to the benefits of the Award Agreement, and not as a damages remedy of any kind.
b. The Participant acknowledges and agrees that Participant’s covenants and obligations with respect to noncompetition, nonsolicitation, confidentiality, and assignment of inventions set forth in the RCA relate to special, unique and extraordinary matters and that a violation or threatened violation of any of the terms of such covenants or obligations would likely cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Participant agrees, to the fullest extent permitted by applicable law, that in the event of a breach or threatened breach the Company shall be entitled to an injunction, restraining order or such other equitable relief as is necessary to compel specific performance and restrain the Participant from conduct in breach of Participant’s obligations under this RCA. These injunctive remedies shall be cumulative and are in addition to any other rights and remedies the Company may otherwise have at law or in equity.
12. Survival. The obligations contained in this RCA hereof shall survive the termination or the Participant’s employment (howsoever initiated) and shall be fully enforceable thereafter in accordance with their terms. In addition, the provisions of this RCA shall remain in effect after, and be unaffected by any change in position, title, duties, compensation, or other terms and conditions of Participant’s employment.
13. Governing Law; Jurisdiction; Arbitration. Subject to any state-specific limitations that may be applicable to Participant under Appendix A-1, this RCA is governed by and will be construed and enforced in accordance with the laws of the State of Florida without reference to its choice of law principles. Any dispute or controversy arising under or in connection with this RCA, except an action for injunctive relief arising under the RCA, that cannot be resolved by agreement of the parties shall be fully and finally resolved by binding arbitration. The arbitration shall be held in Duval County, Florida, and except to the extent inconsistent with the RCA, shall be conducted pursuant to the terms and conditions of the Arbitration Agreement, between the Company and the Participant, on file in the personnel records of the Company. The parties agree that any action for injunctive relief arising under the RCA shall be exclusively litigated in a court of proper subject matter jurisdiction (state or federal) located in Duval County, Florida.
14. Counterparts. This RCA may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument.
Exhibit 19.1
Landstar System, Inc. Insider Trading Policy
(updated as of February 20, 2025)
Insider trading is a serious crime. Federal and state law prohibits the use of “material nonpublic information” when trading in or recommending securities. In accordance with applicable federal and state law, no member of the Board of Directors (each, a “Director”), officer, or employee of Landstar System, Inc. (the “Company”), its subsidiaries and affiliated companies (collectively, “Landstar”), nor their immediate family members or other persons living in their household (“Landstar Associates”), may engage in trades in or gifts (except as permitted below) of, directly or indirectly, Company common stock, debt, or any other securities (including options, warrants or preferred stock) whether for their own account, for the Company’s account or otherwise, while in possession of material nonpublic information (“Insider Trading”) relating to Landstar. Further, no Landstar Associate who is in possession of material nonpublic information may communicate such information to third parties who may use such information in the decision to purchase or sell Company stock (“Tipping”). These restrictions also apply to securities of other companies if a Landstar Associate learns of material nonpublic information in the course of his or her duties for Landstar. In addition to violating Company policy, Insider Trading and Tipping are illegal.
What constitutes “material” information is a complex legal question, but is generally considered to include information that a reasonable investor would be substantially likely to consider important in making an investment decision regarding Company securities or information that would significantly alter the ‘total mix’ of information available to the public regarding Landstar. A quantitative assessment of the magnitude of an item is not necessarily indicative of whether or not it is material, and both positive and negative information may be material. For example, information about the following could be material:
• | quarterly or annual earnings results or other earnings information; |
• | financial forecasts and plans, including the ability to meet previous forecasts or the investment community’s estimates; |
• | possible mergers, acquisitions, tender offers, joint ventures, divestitures or other changes in assets or other major transactions; |
• | establishment of or major change in a program to buy the Company’s own shares; |
• | changes in dividend policies or stock splits; |
• | senior management changes or changes in control; |
• | public or private sale of additional securities; |
• | major litigation, governmental investigations or significant labor or other disputes; |
• | major developments regarding customers, suppliers, agents, business capacity owners or other third-party capacity owners; |
• | change in independent auditors or disagreements with independent auditors; |
• | deterioration in the Company’s credit status; and |
• | any non-public information (even information not exclusively relating to the business of Landstar) that could reasonably be expected to affect the price of securities of the Company. |
1
Material information about Landstar should be considered “non-public” unless there is a certainty that it is publicly available. For example, Landstar Associates should assume that the information is not public unless the information has been disclosed in a press release, in a public filing (such as a report filed or furnished on Form 10-K, Form 10-Q or Form 8-K) made with the U.S. Securities and Exchange Commission (the “SEC”) or in materials provided to stockholders (such as an annual report, investor letter, investor webcast and accompanying presentation materials, prospectus or proxy statement), or is available through a news wire service or daily newspaper of wide circulation, and a sufficient amount of time has passed (i.e., at least two full trading days) so that the marketplace has had an opportunity to digest the information.
All non-public information concerning Landstar and its affairs is and remains the property of Landstar. Refer to the Company’s Confidential Information Policy and the Company’s Disclosure Policy for further discussion regarding what constitutes non-public Landstar information.
A Landstar Associate coming into possession of non-public Company information acquires no interest or right in the information, and merely holds it as an incident to his employment or service, as applicable. Landstar Associates in possession of non-public Landstar information hold the information as trustees for the benefit of the Company and its stockholders and are under fiduciary responsibilities. Any Landstar Associate in possession of material non-public Landstar information must refrain absolutely from any trading in the Company’s stock, until such time as the information has been publicly disseminated. It is a violation of Company policy, and potentially civilly or criminally unlawful, for a Landstar Associate to disclose — even inadvertently — to persons outside of the Company non-public Landstar information, other than as required in the ordinary course of performing duties for the Company. Anyone who violates this policy, by either trading on material non-public Landstar information or passing on such material non-public Landstar information to others, may be discharged and, if appropriate, legal proceedings on behalf of the Company may be commenced against the Landstar Associate.
Limitation on Insider Trades
No Director or executive officer of the Company will, directly or indirectly, purchase, sell or otherwise acquire or transfer any Company securities (other than an exempted security under the Sarbanes-Oxley Act) during any “blackout period,” which is defined as any period of more than three consecutive business days during which the ability of at least 50% of the participants or beneficiaries under all individual account plans maintained by the Company to purchase, sell or otherwise acquire or transfer an interest in Company equity is temporarily suspended by the Company or its fiduciary. Any exceptions or deviations from this limitation must be approved in advance by the Board of Directors.
Trading By Restricted Persons
You are a “Restricted Person” if you are a Director, the President and Chief Executive Officer, the Chief Financial Officer or any other member of Landstar’s Executive Leadership Team. In addition, other individuals may also be designated as “Restricted Persons” by the President and Chief Executive Officer or the Chief Financial Officer from time to time, depending on the nature of their responsibilities and their access to material non-public Landstar information.
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If you are a Restricted Person, you must limit your transactions in Company securities to periods when you can reasonably be satisfied that there are no material non-public pending developments which might have a bearing on the market price of Company securities. To this end, purchases and sales of Company securities by Restricted Persons will only be permitted during “window periods” to be established by the Chief Financial Officer, so long as such Restricted Person is not in possession of material nonpublic information at the time of the transaction. A memorandum is distributed by the Chief Financial Officer annually stating the window periods during which stock transactions are permitted in accordance with the Company’s insider trading policy. Such “window periods” may include all times except for:
• | a period of time prior to the end of any Company fiscal quarter to be established by the Chief Financial Officer; |
• | any time subsequent to the end of any Company fiscal quarter and prior to the release of quarterly or annual earnings; |
• | the 2 business-day period subsequent to the release of quarterly and annual earnings; and |
• | such other periods following the wide dissemination of information on the status of Landstar and its current results as to which you will be specifically advised. |
Restricted Persons and any other persons living in a Restricted Person’s household and any entities a Restricted Person may control (each, a “Related Person”) may not engage in any transaction, including gifts, involving Company securities, at any time without first obtaining pre-clearance of the transaction from the Chief Executive Officer or Chief Financial Officer. A request for pre-clearance should be submitted to the Chief Executive Officer or Chief Financial Officer at least one business day before the proposed transaction. More complex transactions may require more than one business day of review in connection with a request for pre-clearance. The Chief Executive Officer or Chief Financial Officer, in consultation with the General Counsel, will then determine whether the transaction may proceed and, if so, assist in complying with the SEC’s reporting requirements. In the event an approved transaction is not consummated within the time period agreed to by the Chief Executive Officer or Chief Financial Officer, it must be re-approved before it may be consummated at a later date. Note also that pre-clearance of trades to be made by a Restricted Person or Related Person expires if the proposed trade is not completed within two (2) days of your proposed transaction date. These restrictions do not apply to automatic deduction of shares by the Company from an award of restricted stock or restricted stock units to account for tax withholding requirements upon the vesting of restricted stock or settlement of restricted stock units. These restrictions do apply, however, to any open market sale of vested Company shares, including to satisfy tax liabilities.
Gifts
Gifts of Company securities may include gifts to trusts for estate planning purposes, as well as donations to a charitable organization. Whether a gift of securities is a transaction that should be avoided while the person making the gift is in possession of material nonpublic information may depend on the various circumstances surrounding the gift.
Accordingly, you are encouraged to consult the General Counsel when contemplating a gift, and you may not make any gifts while in possession of material nonpublic information without first obtaining pre-clearance of the transaction from the Chief Executive Officer or Chief Financial Officer. A request for pre-clearance should be submitted to the Chief Executive Officer or Chief Financial Officer at least one business day before the proposed gift. More complex transactions may require more than one business day of review in connection with a request for pre-clearance.
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Related Persons are required to obtain pre-clearance prior to making any gift, at any time, as described above.
Rule 10b5-1 Plans
A Restricted Person may be able to trade in Company securities outside of the “window periods” set forth above if the Restricted Person has entered into a so-called Rule 10b5-1 plan. Rule 10b5-1 plans allow corporate insiders (e.g., Restricted Persons) to establish an affirmative defense to insider trading allegations by effecting transactions pursuant to a pre-established written plan that specifies (by, for example, formula or actual dates) when trades are to be made, is entered into at a point in time when the insider does not possess material non-public information and the other conditions of Rule 10b5-1(c), including the applicable “cooling-off” period, are satisfied. In general terms, a Rule 10b5-1 plan can be designed to allow purchases and sales even when the Restricted Person would otherwise be restricted from trading by a restricted period or the possession of material non-public information.
Among the conditions required for establishing the affirmative defense, a Rule 10b5-1 plan must (i) impose a “cooling-off” period between plan adoption and the commencement of trading under the plan (generally, at least 90 days for Directors and officers, 30 days for all others); (ii) include, or be accompanied by, a certification that at the time the plan was adopted the corporate insider was not in possession of any material non-public information and that the plan is being adopted in good faith and not as part of a plan to evade securities laws; and (iii) be entered into and operated in good faith (for example, in connection with modifying or terminating a plan). Additionally, corporate insiders may enter into only one single-trade 10b5-1 plan during any consecutive twelve-month period and may not enter into overlapping Rule 10b5-1 plans that allow trades during the same period, subject to certain exceptions. A Restricted Person’s Rule 10b5-1 plan must (A) be in writing and in a form acceptable to the Company; (B) be approved in writing by the Chief Executive Officer or Chief Financial Officer prior to the plan being entered into; (C) contain such terms and conditions as may be required by Rule 10b5-1; (D) be entered into and operated in compliance with Rule 10b5-1; and (E) not be entered into during a restricted period or when the Restricted Person is in possession of material non-public information. Any amendment or termination of a Restricted Person’s Rule 10b5-1 plan must also be approved by the Chief Executive Officer or Chief Financial Officer.
Trading by Officers
All other officers of Landstar who are not Restricted Persons are required to provide the Company’s President and Chief Executive Officer or Chief Financial Officer with at least 24 hours advance notice of any trade in or gift of the Company’s securities. This notice can be provided via e-mail or any other reasonable means.
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Section 16 Reporting
Section 16 of the of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and the regulations thereunder require officers and Directors of the Company (“Section 16 Insiders”) to report to the SEC numerous types of transactions in Company equity securities. Such reporting is generally made on an SEC-prescribed document known as a “Form 4.” Each form reporting a trade made pursuant to a Rule 10b5-1 plan will also be required to disclose the date of adoption of such trading arrangement under “Explanation of Responses” (this disclosure may optionally include additional relevant information about the trade). Section 16 of the Exchange Act also prohibits Section 16 Insiders of the Company’s equity securities from both purchasing and selling equity securities within a six-month period (this is known as the “Short Swing Profit Rule”). Violations of the Short Swing Profit Rule generally result in litigation, which requires the trader to disgorge any profits to the Company.
The required reporting of transactions in Company equity by Section 16 Insiders requires timely communication between those individuals and the Company. Each Section 16 Insider must notify the Chief Financial Officer or such person’s designee on the day on which such insider completes any transaction in Company equity, including gifts.
Trading in Securities of other Companies
The prohibition on insider trading in this policy applies to trading securities of other companies and is not limited to trading in securities of the Company. It is a violation of this policy to trade in the securities of another company if you obtained material nonpublic information about that company in the course of your employment by Landstar. It is important to recognize that you may come into possession of material nonpublic information concerning other companies in the ordinary course of your employment responsibilities, such as dealings with major customers, suppliers or other parties to business transactions (e.g., acquisitions, investments or sales). Remember that information that is not material to Landstar may nevertheless be material to one of those other companies, and it is not permissible under this Policy for you to make personal use of such material, non-public information gained in the course of your employment.
Trading in Derivatives and Exchange-Traded Options, Hedging Transactions and Pledging Transactions
The Board has established a policy that prohibits the hedging and pledging of Company common stock by members of the Company’s Board and Executive Leadership Team under any circumstances. In addition, all Landstar employees are prohibited from entering into or trading any exchange-traded security which is a derivative of the common stock of the Company. All Landstar Associates are prohibited from short selling or entering into or trading any exchange-traded options or derivative securities (whether on an exchange or in any other organized market) with respect to the equity of the Company.
Civil and Criminal Penalties for Insider Trading
Authorities that regulate public securities trading (including the SEC, the U.S. Attorney and the stock exchanges) have sophisticated methods to discover and investigate insider trading. If you become involved in an insider trading investigation, it will involve embarrassing, expensive legal proceedings for you, the Company and possibly your family and social and business associates. The negative publicity of an insider trading investigation, even if it does not result in any formal charges, could seriously hurt Landstar’s reputation and business.
5
The civil and criminal penalties for violating the insider trading laws are serious and can be substantial. You will be required to cover the cost of your defense and/or the penalties or fines you may be required to pay. If you are liable, even if you have entered into an indemnification agreement with the Company, these expenses may not be indemnifiable by the Company.
Anyone found liable for trading on inside information may be required to pay the government an amount equal to any profit made or loss avoided, may be liable for a civil penalty of three times this amount and may face criminal penalties including prison time and/or a very significant fine. Persons found liable for Tipping, even if they did not trade themselves, may be required to pay a penalty of up to three times the amount of the profit gained or the loss avoided by everyone in the line of tippees. In addition, if the actual traders cannot pay the profit gained or loss avoided, the non-trading tipper may be responsible for this payment. Penalties can also include being banned from serving as an officer or director of any public company.
The laws and regulations governing insider trading are very complex. A Landstar Associate legitimately may be unsure how the law applies in a given instance. If there is any doubt in your mind, ask before you trade. All questions can be referred to the General Counsel.
Post-Termination Transactions
This policy continues to apply to your transactions in (A) securities of the Company and (B) in securities of another company if you have obtained material non-public information about such company in the course of your employment by or relationship with Landstar, in each case even after you are no longer employed by Landstar. If you are in possession of material non-public information when your employment terminates, you may not trade in such securities until that information has become public or is no longer material.
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Exhibit 21.1
LIST OF SUBSIDIARIES OF LANDSTAR SYSTEM, INC.
(as of December 28, 2024)
Name |
Jurisdiction of Incorporation |
% of Voting Securities Owned |
||||||
Subsidiary of Landstar System, Inc. |
||||||||
Landstar System Holdings, Inc. |
Delaware | 100 | ||||||
Subsidiaries of Landstar System Holdings, Inc. |
||||||||
Landstar Inway, Inc. |
Delaware | 100 | ||||||
Landstar Global Logistics, Inc. |
Delaware | 100 | ||||||
Landstar Ligon, Inc. |
Delaware | 100 | ||||||
Landstar Ranger, Inc. |
Delaware | 100 | ||||||
Risk Management Claim Services, Inc. |
Delaware | 100 | ||||||
Landstar Transportation Logistics, Inc. |
Delaware | 100 | ||||||
Also d/b/a Landstar Carrier Services, Inc. |
||||||||
Landstar Contractor Financing, Inc. |
Delaware | 100 | ||||||
Signature Insurance Company |
|
Cayman Islands, BWI |
|
100 | ||||
Landstar Canada Holdings, Inc. |
Delaware | 100 | ||||||
Landstar MH I LLC |
Delaware | 100 | ||||||
Landstar Blue LLC |
Delaware | 100 | ||||||
Landstar Investment Holdco, LLC |
Delaware | 100 | ||||||
Landstar Transfronteras LLC |
Delaware | 100 | ||||||
Subsidiary of Landstar Canada Holdings, Inc. |
||||||||
Landstar Canada, Inc. |
Ontario, Canada | 100 | ||||||
Also d/b/a Enterprise Landstar Canada in Quebec |
||||||||
Subsidiary of Landstar Global Logistics, Inc. |
||||||||
Landstar Express America, Inc. |
Delaware | 100 | ||||||
Subsidiary of Landstar Ranger, Inc. |
||||||||
Landstar Gemini, Inc. |
Delaware | 100 | ||||||
Also d/b/a Landstar Less Than Truck Load |
||||||||
Also d/b/a Landstar LTL |
||||||||
Subsidiary of Landstar MH I LLC |
||||||||
Landstar MH II LLC |
Delaware | 100 | ||||||
Landstar Holdings, S. de R.L.C.V. |
Mexico | 0.1 | ||||||
Subsidiary of Landstar MH II LLC |
||||||||
Landstar Holdings, S. de R.L.C.V. |
Mexico | 99.9 | ||||||
Subsidiary of Landstar Holdings, S. de R.L.C.V. |
||||||||
Landstar Metro, S.A.P.I. de C.V. |
Mexico | 100 |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (No. 333-190411, No. 333-68454, No. 333-68452, No. 333-175890 and No. 333-267538) on Form S-8 of our reports dated February 24, 2025, with respect to the consolidated financial statements of Landstar System, Inc. and the effectiveness of internal control over financial reporting.
/s/ KPMG LLP
Jacksonville, Florida
February 24, 2025
Exhibit 24.1
POWER OF ATTORNEY
Landstar System, Inc.
Annual Report on Form 10-K
for fiscal year ended 12/28/24
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby make, constitute and appoint James P. Todd and Michael K. Kneller, and each of them, with full power in each to act without the other, her true and lawful attorney-in-fact and agent, in her name, place and stead to execute on her behalf, as an officer and/or director of Landstar System, Inc. (the “Company”), the Annual Report on Form 10-K of the Company for the fiscal year ended December 28, 2024, and file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and any and all other instruments which either of said attorneys-in-fact and agents deems necessary or advisable to enable the Company to comply with the Act, the rules, regulations and requirements of the SEC in respect thereof, giving and granting to each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever necessary or appropriate to be done in and about the premises as fully to all intents as she might or could do if personally present at the doing thereof, with full power of substitution and resubstitution, hereby ratifying and confirming all that her said attorneys-in-fact and agents or substitutes may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand on the date indicated below.
/s/ Homaira Akbari |
Homaira Akbari |
DATED: January 21, 2025 |
POWER OF ATTORNEY
Landstar System, Inc.
Annual Report on Form 10-K
for fiscal year ended 12/28/24
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby make, constitute and appoint James P. Todd and Michael K. Kneller, and each of them, with full power in each to act without the other, his true and lawful attorney-in-fact and agent, in his name, place and stead to execute on his behalf, as an officer and/or director of Landstar System, Inc. (the “Company”), the Annual Report on Form 10-K of the Company for the fiscal year ended December 28, 2024, and file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and any and all other instruments which either of said attorneys-in-fact and agents deems necessary or advisable to enable the Company to comply with the Act, the rules, regulations and requirements of the SEC in respect thereof, giving and granting to each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever necessary or appropriate to be done in and about the premises as fully to all intents as he might or could do if personally present at the doing thereof, with full power of substitution and resubstitution, hereby ratifying and confirming all that his said attorneys-in-fact and agents or substitutes may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated below.
/s/ David G. Bannister |
David G. Bannister |
DATED: January 21, 2025 |
POWER OF ATTORNEY
Landstar System, Inc.
Annual Report on Form 10-K
for fiscal year ended 12/28/24
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby make, constitute and appoint James P. Todd and Michael K. Kneller, and each of them, with full power in each to act without the other, his true and lawful attorney-in-fact and agent, in his name, place and stead to execute on his behalf, as an officer and/or director of Landstar System, Inc. (the “Company”), the Annual Report on Form 10-K of the Company for the fiscal year ended December 28, 2024, and file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and any and all other instruments which either of said attorneys-in-fact and agents deems necessary or advisable to enable the Company to comply with the Act, the rules, regulations and requirements of the SEC in respect thereof, giving and granting to each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever necessary or appropriate to be done in and about the premises as fully to all intents as he might or could do if personally present at the doing thereof, with full power of substitution and resubstitution, hereby ratifying and confirming all that his said attorneys-in-fact and agents or substitutes may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated below.
/s/ James L. Liang |
James L. Liang |
DATED: January 21, 2025 |
POWER OF ATTORNEY
Landstar System, Inc.
Annual Report on Form 10-K
for fiscal year ended 12/28/24
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby make, constitute and appoint James P. Todd and Michael K. Kneller, and each of them, with full power in each to act without the other, her true and lawful attorney-in-fact and agent, in her name, place and stead to execute on her behalf, as an officer and/or director of Landstar System, Inc. (the “Company”), the Annual Report on Form 10-K of the Company for the fiscal year ended December 28, 2024, and file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and any and all other instruments which either of said attorneys-in-fact and agents deems necessary or advisable to enable the Company to comply with the Act, the rules, regulations and requirements of the SEC in respect thereof, giving and granting to each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever necessary or appropriate to be done in and about the premises as fully to all intents as she might or could do if personally present at the doing thereof, with full power of substitution and resubstitution, hereby ratifying and confirming all that her said attorneys-in-fact and agents or substitutes may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand on the date indicated below.
/s/ Diana M. Murphy |
Diana M. Murphy |
DATED: January 21, 2025 |
POWER OF ATTORNEY
Landstar System, Inc.
Annual Report on Form 10-K
for fiscal year ended 12/28/24
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby make, constitute and appoint James P. Todd and Michael K. Kneller, and each of them, with full power in each to act without the other, his true and lawful attorney-in-fact and agent, in his name, place and stead to execute on his behalf, as an officer and/or director of Landstar System, Inc. (the “Company”), the Annual Report on Form 10-K of the Company for the fiscal year ended December 28, 2024, and file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and any and all other instruments which either of said attorneys-in-fact and agents deems necessary or advisable to enable the Company to comply with the Act, the rules, regulations and requirements of the SEC in respect thereof, giving and granting to each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever necessary or appropriate to be done in and about the premises as fully to all intents as he might or could do if personally present at the doing thereof, with full power of substitution and resubstitution, hereby ratifying and confirming all that his said attorneys-in-fact and agents or substitutes may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated below.
/s/ Anthony J. Orlando |
Anthony J. Orlando |
DATED: January 21, 2025 |
POWER OF ATTORNEY
Landstar System, Inc.
Annual Report on Form 10-K
for fiscal year ended 12/28/24
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby make, constitute and appoint James P. Todd and Michael K. Kneller, and each of them, with full power in each to act without the other, his true and lawful attorney-in-fact and agent, in his name, place and stead to execute on his behalf, as an officer and/or director of Landstar System, Inc. (the “Company”), the Annual Report on Form 10-K of the Company for the fiscal year ended December 28, 2024, and file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and any and all other instruments which either of said attorneys-in-fact and agents deems necessary or advisable to enable the Company to comply with the Act, the rules, regulations and requirements of the SEC in respect thereof, giving and granting to each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever necessary or appropriate to be done in and about the premises as fully to all intents as he might or could do if personally present at the doing thereof, with full power of substitution and resubstitution, hereby ratifying and confirming all that his said attorneys-in-fact and agents or substitutes may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated below.
/s/ George P. Scanlon |
George P. Scanlon |
DATED: January 21, 2025 |
POWER OF ATTORNEY
Landstar System, Inc.
Annual Report on Form 10-K
for fiscal year ended 12/28/24
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby make, constitute and appoint James P. Todd and Michael K. Kneller, and each of them, with full power in each to act without the other, her true and lawful attorney-in-fact and agent, in her name, place and stead to execute on her behalf, as an officer and/or director of Landstar System, Inc. (the “Company”), the Annual Report on Form 10-K of the Company for the fiscal year ended December 28, 2024, and file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and any and all other instruments which either of said attorneys-in-fact and agents deems necessary or advisable to enable the Company to comply with the Act, the rules, regulations and requirements of the SEC in respect thereof, giving and granting to each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever necessary or appropriate to be done in and about the premises as fully to all intents as she might or could do if personally present at the doing thereof, with full power of substitution and resubstitution, hereby ratifying and confirming all that her said attorneys-in-fact and agents or substitutes may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand on the date indicated below.
/s/ Teresa L. White |
Teresa L. White |
DATED: January 21, 2025 |
EXHIBIT 31.1
SECTION 302 CERTIFICATION
I, Frank A. Lonegro, certify that:
1. | I have reviewed this annual report on Form 10-K of Landstar System, Inc.; |
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 24, 2025
/s/ Frank A. Lonegro |
Frank A. Lonegro |
President and Chief Executive Officer |
EXHIBIT 31.2
SECTION 302 CERTIFICATION
I, James P. Todd, certify that:
1. | I have reviewed this annual report on Form 10-K of Landstar System, Inc.; |
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 24, 2025
/s/ James P. Todd |
James P. Todd |
Vice President, Chief Financial Officer and Assistant Secretary |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Landstar System, Inc. (the “Company”) on Form 10-K for the period ending December 28, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank A. Lonegro, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Frank A. Lonegro |
Frank A. Lonegro |
President and Chief Executive Officer |
February 24, 2025
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Landstar System, Inc. (the “Company”) on Form 10-K for the period ending December 28, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James P. Todd, Vice President, Chief Financial Officer and Assistant Secretary of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ James P. Todd |
James P. Todd |
Vice President, Chief Financial Officer and Assistant Secretary |
February 24, 2025