UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K
 
   
(Mark One)  
þ
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
  For the Fiscal Year Ended December 30, 200627, 2008
or
o
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from          to
Commission FileNumber: 0-21238
 
Landstar System, Inc.
(Exact name of registrant as specified in its charter)
 
   
Delaware
 06-1313069
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
incorporation or organization)

Identification No.)
   
13410 Sutton Park Drive South
Jacksonville, Florida
 32224
Jacksonville, Florida
(Zip Code)
(Address of principal executive offices)  
 
(904) 398-9400
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
   
Title of Each Class
 
Name of Exchange on Which Registered
 
Common Stock, $0.01 Par Value The NASDAQ Stock Market, Inc.
 
Securities Registered Pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     Noo
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K.  oþ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definitionthe definitions of “large accelerated filer,” “accelerated filerfiler” and large accelerated filer”“smaller reporting company” inRule 12b-2 of the Exchange Act. (check(Check one):
Large accelerated filer þ
Accelerated filer oNon-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
Large accelerated filer þ     Accelerated filer o     Non-accelerated filer o
 
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Act).  Yes o     No þ
 
The aggregate market value of the voting stock held by non-affiliates of the registrant was $2,715,389,000$2,843,986,000 (based on the per share closing price on June 30, 2006,27, 2008, the last business day of the Company’s second fiscal quarter, as reported on the NASDAQ Global Select Market). In making this calculation, the registrant has assumed, without admitting for any purpose, that all directors and executive officers of the registrant, and no other persons, are affiliates.
 
The number of shares of the registrant’s common stock, par value $.01 per share (the “Common Stock”), outstanding as of the close of business on February 16, 2007January 30, 2009 was 56,052,780.51,690,580.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the following document are incorporated by reference in thisForm 10-K as indicated herein:
 
   
  Part of 10-K
  Partof 10-Kinto Which
Document
 into Which
Incorporated
 
Proxy Statement relating to Landstar System, Inc.’s Annual Meeting of Stockholders scheduled to be held on May 3, 2007April 30, 2009 Part III
 


 

 
LANDSTAR SYSTEM, INC.
 
20062008 ANNUAL REPORT ONFORM 10-K
 
TABLE OF CONTENTS
         
    Page
 
 Business 3
 Risk Factors 11
 Unresolved Staff Comments 1514
 Properties 1514
 Legal Proceedings 1514
 Submission of Matters to a Vote of Security Holders 1615
 
 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 16
 Selected Financial Data 19
 Management’s Discussion and Analysis of Financial Condition and Results of Operations 19
 Quantitative and Qualitative Disclosures About Market Risk 31
 Financial Statements and Supplementary Data 3332
 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 59
 Controls and Procedures 59
 Other Information 6261
 
 Directors, Executive Officers and Corporate Governance 6261
 Executive Compensation 6361
 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 6362
 Certain Relationships and Related Transactions, and Director Independence 6362
 Principal Accounting Fees and Services 6362
 
 Exhibits and Financial Statement Schedules 6362
 6765
 EX-10.13 Form of Key Exec Employment AgreementEX-10.2
 EX-10.19 Amendment to Solicitation AgreementEX-10.12
 EX-21.1 List of Subsidiaries
 EX-23.1 Consent of KPMG
 EX-24.1 Powers of Attorney
 EX-31.1 Section 302 Certification of CEO
 EX-31.2 Section 302 Certification of co-CFO
EX-31.3 Section 302 Certification of co-CFO
 EX-32.1 Section 906 Certification of CEO
 EX-32.2 Section 906 Certification of co-CFO
EX-32.3 Section 906 Certification of co-CFO


2


 
PART I
 
Item 1.  Business
 
General
 
Landstar System, Inc. was incorporated in January 1991 under the laws of the State of Delaware. It acquired all of the capital stock of its predecessor, Landstar System Holdings, Inc. (“LSHI”) on March 28, 1991. Landstar System, Inc. has been a publicly held company since its initial public offering in March 1993. LSHI owns directly or indirectly all of the common stock of Landstar Ranger, Inc. (“Landstar Ranger”), Landstar Inway, Inc. (“Landstar Inway”), Landstar Ligon, Inc. (“Landstar Ligon”), Landstar Gemini, Inc. (“Landstar Gemini”), Landstar Carrier Services, Inc. (“Landstar Carrier Services”), Landstar Global Logistics, Inc. (“Landstar Global Logistics”), Landstar Logistics, Inc. (“Landstar Logistics”), Landstar Express America, Inc. (“Landstar Express America”), Landstar Canada Holdings, Inc. (“LCHI”), Landstar Canada, Inc. (“Landstar Canada”), Landstar Contractor Financing, Inc. (“LCFI”), Risk Management Claim Services, Inc. (“RMCS”) and Signature Insurance Company (“Signature”). Landstar Ranger, Landstar Inway, Landstar Ligon, Landstar Gemini, Landstar Carrier Services, Landstar Global Logistics, Landstar LogisticsExpress America and Landstar Express AmericaCanada are collectively herein referred to as Landstar’s “Operating Subsidiaries.” Landstar System, Inc., LSHI, LCFI, RMCS, LCHI, Signature and the Operating Subsidiaries are collectively referred to herein as “Landstar” or the “Company,” unless the context otherwise requires. The Company’s principal executive offices are 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 onForm 10-K, quarterly reports onForm 10-Q, proxy and current reports onForm 8-K 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 athttp://www.sec.gov that contains the Company’s current and periodic reports, proxy and information statements and other information filed electronically with the SEC.
 
Historical Background
 
In March 1991, Landstar acquired LSHI in a buy-out organized by Kelso & Company, Inc. (“Kelso”). Investors in the acquisition included Kelso Investment Associates IV, L.P. (“KIA IV”), an affiliate of Kelso, ABS MB Limited Partnership, an affiliate of DB Alex. Brown LLC (formerly known as Alex. Brown & Sons Incorporated), and certain management employees of the Company. In March 1993, Landstar completed a recapitalization which consisted of three principal components: (i) anits initial public offering of Common Stock at a price of $13.00 per share, $1.625 per share adjusted for subsequent stock splits, (ii) the retirement of all its outstanding 14% Senior Subordinated Notes, and (iii) the refinancing of the Company’s then existing senior debt facility with a senior bank credit agreement.
In October 1993, the Company completed a secondary public offering. Immediately subsequent to the offering, KIA IV no longer owned any shares of Landstar Common Stock and affiliates of DB Alex. Brown LLC retained approximately 1% of the Common Stock outstanding.
On July 17, 2002, the Company declared atwo-for-one stock split effected in the form of a 100% stock dividend distributed on August 12, 2002 to stockholders of record on August 2, 2002.
On October 15, 2003, the Company declared atwo-for-one stock split effected in the form of a 100% stock dividend distributed on November 13, 2003 to stockholders of record on November 3, 2003.
On December 9, 2004, the Company declared atwo-for-one stock split effected in the form of a 100% stock dividend distributed on January 7, 2005 to stockholders of record on December 28, 2004.splits.
 
Description of Business
 
Landstar is a non-asset based transportation and logistics services company, providing transportation capacity and related transportation services to shippers throughout the United States, and to a lesser extent, in Canada, and between the United States and Canada, Mexico and other countries. These business services emphasize safety, information coordination and customer service and are delivered through a network of independent commission sales agents and third party capacity providers linked together by a series of technological applications which are provided and coordinated by the Company. The Company’sCompany markets its services primarily through independent


3


commission sales agents typicallywho enter into non-exclusive contractual arrangements with Landstar 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 “Business Capacity Owner Independent Contractors” or “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, railroads unrelated busand independent warehouse capacity providers and (“Warehouse Capacity Owners (as defined below)Owners” or “WCOs”). The Company has contracts with all of the Class 1 domestic railroads and certain Canadian railroads and contracts with domestic and international airlines and ocean lines. Through this network of agents and capacity providers, Landstar operates a transportation and logistics services business primarily throughout North America with revenue exceeding $2.5of approximately $2.6 billion during the most recently completed fiscal year.
 
LandstarHistorically, the Company reported the results of three operating segments: the carrier segment, the global logistics segment and the insurance segment. Beginning in the thirteen-week period ended March 29, 2008, the


3


Company revised the presentation format of its segment disclosure to consolidate the previously reported three segments to two segments: the transportation logistics segment and the insurance segment. This change in segment reporting reflected increased centralization and consolidation of certain administrative and sales functions across all of the Company’s Operating Subsidiaries and the increased similarity of the services provided by the operations of the Company’s various Operating Subsidiaries, primarily with respect to truck brokerage services. As a result of this change in presentation, the revenue and operating results formerly separated into the carrier and global logistics segments, together with corporate overhead, which was previously included as “other” in the segment information, were consolidated into the transportation logistics segment. This change in segment reporting had no impact on the Company’s consolidated balance sheets, statements of income, statements of cash flows or statements of changes in shareholders’ equity for any periods. This change in reporting also had no impact on reporting with respect to the insurance segment.
Transportation Logistics Segment
The transportation logistics segment provides a wide range of transportation and logistics services including truckload transportation, rail intermodal, air cargo and ocean cargo services, the arrangement of multimodal (ground, air, ocean and rail) moves and warehousing to a variety of industries including iron and steel, automotive products, paper, lumber and building products, aluminum,metals, chemicals, foodstuffs, heavy machinery, retail, electronics, ammunition and explosives and military hardware. In addition, Landstarthe transportation logistics segment provides transportation services to other transportation companies, including logistics andless-than-truckload service providers. Landstar’sThe transportation services include a full array of truckload transportation utilizing a wide range of specialized equipment including dry vans of various sizes, flatbeds (including drop decks and light specialty trailers), temperature-controlled vans and containers. In addition, Landstarlogistics segment also provides dedicated contract and logistics solutions, including freight optimization and less than truckloadless-than-truckload freight consolidations. Landstar also providesconsolidations, expedited landground and air delivery of time-critical freight and the movement of containers via ocean.
Landstar focuses on providing transportation and logistics services which emphasize customer service and information coordination among its Each of the independent commission sales agents customers and capacity providers. Landstar intendshas the opportunity to continue developing appropriate systems and technologies that offer integratedmarket all of the services provided by the transportation and logistics solutions to meet the total needs of its customers.segment.
 
Truck Services.  The transportation logistics segment’s truck services include a full array of truckload transportation for a wide range of general commodities, much of which are over irregular or non-repetitive routes, utilizing a wide range of specialized equipment, including dry and specialty vans of various sizes, unsided trailers (including flatbeds, drop decks and light specialty trailers), temperature-controlled vans and containers. Available truckload services also include short-to-long haul movement of containers by truck and expedited ground and dedicated power-only truck capacity. The Company also offers less-than-truckload services. During fiscal year 2008, revenue hauled by BCO Independent Contractors and Truck Brokerage Carriers was 58% and 42%, respectively, of total truck services revenue. The Company’s truck services contributed 90% of total revenue in fiscal year 2008.
Rail Intermodal Services.  The transportation logistics segment has contracts with all of the second half of 2006,Class 1 railroads in North America and all major asset-based intermodal equipment providers, including agreements with stacktrain operators and various container and trailing equipment providers. In addition, the Company beganhas contracts with a vast network of local trucking companies that handlepick-up and delivery of rail freight. These contracts provide Landstar the roll-out of its warehouse initiative.ability to transport freight via rail throughout the United States, Canada and Mexico. Landstar’s rail intermodal services include trailer on flat car, container on flat car, box car and railcar service capabilities. The Company’s strategy israil intermodal services contributed 5% of total revenue in fiscal year 2008.
Air and Ocean Services.  The transportation logistics segment provides domestic and international air and ocean services to offerits customers utilizing airlines and ocean lines. Landstar executes international air freight transportation as an indirect air carrier (“IAC”) registered with the U.S. Department of Transportation (the “DOT”) and as an endorsed cargo network services (“CNS”) agent accredited by the International Air Transport Association (“IATA”). Landstar provides international ocean freight transportation solutions as a Federal Maritime Commission (“FMC”) licensed non-vessel operating common carrier (“NVOCC”) and ocean freight forwarder (“OFF”). Through its network of independent commission sales agents and relationships within a global network of foreign freight forwarders, Landstar provides efficient and cost effectivedoor-to-door transportation to most points in the world for a vast array of cargo types such as over-sized


4


break-bulk, consolidations, full container loads and refrigerated cargo. The Company’s air and ocean services contributed 2% of total revenue in fiscal year 2008.
Warehousing Services.  The transportation logistics segment offers its customers, through its independent commission sales agent network, national warehousing services without owning or leasing facilities or hiring employees to work at warehouses. The initial phase of developing the product offering included the identification of qualified independent regional warehouse facilities. As of December 30, 2006, the Company has entered into non-exclusive arrangements with 102 independent warehouse capacity providers (“Warehouse Capacity Owners” or “WCOs”) in the United States. The Company’s warehouse offering is designed to provide the availability of warehouse capacity nationally to its customers utilizing a network of independently owned and operated regional warehouse facilities linked by a single warehouse information technology application. The Company believes the addition of warehousing services to its transportation and logistics product offerings will contribute to additional freight transportation opportunities to and from the network of warehouse facilities. Revenue derived directly from warehouse storage and services will be reported net of the amount earned by the WCO. In general, WCOs are paid a fixed percentage of the gross revenue for storage and services provided through their warehouse. The roll-out of warehousing services will continue throughout 2007. Warehousing services were not a significant contributor to revenue or earnings in 2006.
 
The Company has three reportable business segments. These are the carrier, global logistics and insurance segments. The financial information relating to the Company’s reportable business segments as of and for the fiscal years ending 2006, 2005 and 2004 is included in Footnote 10 of Item 8, “Financial Statements and Supplementary Data” of thisForm 10-K.
The carrier segment consists of Landstar Ranger, Landstar Inway, Landstar Ligon, Landstar Gemini and Landstar CarrierOther Services. The carrier segment primarily provides transportation services to the truckload market for a wide range of general commodities over irregular or non-repetitive routes utilizing dry and specialty vans and unsided trailers, including flatbed, drop deck and specialty. It also providesshort-to-long haul movement of containers by truck, dedicated power-only truck capacity and truck brokerage. The carrier segment markets its services primarily through independent commission sales agents and utilizes Business Capacity Owner Independent Contractors and Truck Brokerage Carriers.


4


The nature of the carrier segment business is such that a significant portion of its operating costs varies directly with revenue. At December 30, 2006, the carrier segment operated a fleet of 8,794 tractors, provided by 8,140 BCO Independent Contractors, and 13,560 trailers. Approximately 4,800 of the trailers available to the carrier segment are provided by BCO Independent Contractors, 1,022 are leased by the Company at rental rates that vary with the revenue generated through the trailer, 6,028 are owned by the Company, 1,591 are under a long-term rental arrangement at a fixed rate, and 119 are rented on a short-term basis from trailer rental companies. In addition, the Company has over 23,000 qualified Truck Brokerage Carriers who provide additional tractor and trailer capacity. Over 15,000 of these qualified Truck Brokerage Carriers have moved at least one load of freight for the Company during the 180 day period immediately preceding December 30, 2006. The use of BCO Independent Contractors, Truck Brokerage Carriers and other third party capacity providers enables the carrier segment to utilize a large fleet of revenue equipment while minimizing capital investment and fixed costs, thereby enhancing return on investment. BCO Independent Contractors who provide a tractor receive a percentage of the revenue generated for the freight hauled and a larger percentage of such revenue for providing both a tractor and a trailer. Truck Brokerage Carriers are paid a negotiated rate for each load they haul. The carrier segment’s network of over 1,100 independent commission sales agent locations provides an in-market presence throughout the continental United States and Canada.
The global logistics segment is comprised of Landstar Global Logistics and its subsidiaries, Landstar Logistics and Landstar Express America. Transportation and logistics services provided by the global logistics segment include the arrangement of multimodal (ground, air, ocean and rail) moves, contract logistics, truck brokerage, emergency and expedited ground, air and ocean freight, bus brokerage and warehousing. The global logistics segment markets its services primarily through independent commission sales agents and utilizes capacity provided by BCO Independent Contractors and other third party capacity providers, including Truck Brokerage Carriers, railroads, air and ocean cargo carriers, bus providers and WCOs. Global logistics independent commission sales agents generally receive a percentage of the gross profit from each load they generate or a percentage of the gross revenue from warehousing services. BCO Independent Contractors who provide truck capacity to the global logistics segment are compensated based on a percentage of the revenue generated by the haul depending on the type and timing of the shipment. Truck Brokerage Carriers are paid either a negotiated rate for each load they haul or a contractuallyagreed-upon fixed amount per load. Railroads, air and ocean cargo carriers generally receive a contractually fixed amount per load and bus providers receive a negotiated rate per mile or per day. Warehouse Capacity Owners generally are paid a fixed percentage of the gross revenue for storage and services provided through their warehouse.
The nature of the global logistics segment business is such that a significant portion of its operating costs also varies directly with revenue. At December 30, 2006, the global logistics segment operated a fleet of 411 trucks, provided by approximately 376 BCO Independent Contractors. Global logistics segment BCO Independent Contractors primarily provide cargo vans and straight trucks that are utilized for emergency and expedited freight services. The global logistics segment’s network of over 170 independent commission sales agents provides over 170 sales locations. Approximately 29% of the global logistics segment’s revenue and 8% of consolidated revenue is contributed by one independent commission sales agent who derives the majority of his revenue from one customer.  During the fiscal years 2006, 2005 and 2004, 15%, 35% and 12%, respectively,year ended December 27, 2008, revenue for passenger bus capacity provided for evacuation assistance related to the storms that impacted the Gulf Coast in September 2008 (“Bus Revenue”) represented 1% of the globalCompany’s transportation logistics segment’s revenue was derived from transportation services provided in support of disaster relief efforts provided primarily under a contract between Landstar Express America and the United States Department of Transportation/Federal Aviation Administration (the “FAA Contract”).segment revenue.
Insurance Segment
 
The insurance segment is comprised of Signature, a wholly-ownedwholly owned offshore insurance subsidiary, and RMCS. The insuranceThis segment provides risk and claims management services to Landstar’s operating subsidiaries.Operating Subsidiaries. In addition, it reinsures certain risks of the Company’s BCO Independent Contractors and provides certain property and casualty insurance directly to Landstar’s operating subsidiaries.Operating Subsidiaries. Revenue, representing premiums on reinsurance programs provided to the Company’s BCO Independent Contractors, at the insurance segment represented approximately 1% of the Company’s total 2008 revenue.


5


 
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 not typically 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 various modes of transportation made available through the Company’s network of BCO Independent Contractors and other third party capacity providers. 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, to a lesser degree, in Canada, and national accounts sales employees. The Operating Subsidiaries emphasize programs to support the agents’ operations and to establish pricing parameters for freight hauled by the various modes of transportation available to the agents. Nevertheless, it is important to note that Operating Subsidiaries contract directly with customers and generally assume the credit risk and liability for freight losses or damages.
 
Management believes the Company has more independent commission sales agents than any other non-asset based transportation and logistics services company. Landstar’s network of over 1,3001,400 independent commission sales agent locations provides the Company with regular contact with shippers at the local level and the capability to be highly responsive to shippers’ changing needs. The Company’s large fleet of available capacity, as further described below, provides the agent network also enables Landstarthe resources needed to be responsive both in providing specialized equipment toservice both large and small shippers and in providing capacity on short notice from the Company’s large fleet.shippers. Through its agent network, the Company believes it offers smaller shippers a level of service comparable to that typically enjoyed only by larger customers. Examples of services that Landstar is able to make available through the agent network to smaller shippers include the ability to provide transportation services on short notice (often within hours from notification to time ofpick-up), multiplepick-up and delivery points, electronic data interchange capability and access to specialized equipment. In addition, a number of the Company’s agents specialize in certain types of freight and transportation services (such as oversized or heavy loads)loads or international shipments). Each independent commission sales agent has the opportunity to market all of the services provided by the transportation logistics segment.
 
The typical Landstar agent maintains a relationship with a number of shippers and services these shippers by providing a base of operations for the Company’s BCO Independent Contractors and other third party capacity providers. Independent commission salesCommissions to agents in the carrier segment receive a commission generally between 5% and 8% of the revenue they generate if the load is hauled by a BCO Independent Contractor and aare based on contractuallyagreed-upon percentagepercentages of the revenue or the gross profit, defined as revenue less the cost of purchased transportation. Commissions to agents generally range between


5


5% and 10% of revenue. Commissions to agents as a percentage of consolidated revenue will vary directly with fluctuations in the percentage of consolidated revenue generated by the various modes of transportation from each load they generate if hauledand the insurance segment and with changes in gross profit on services provided by a Truck Brokerage Carrier. In most cases,Carriers, rail intermodal carriers, air cargo carriers, ocean cargo carriers and passenger bus capacity providers. Commissions to agents are recognized upon the carrier segmentcompletion of freight delivery.
The independent commission sales agents are paid volume-based incentives for freight hauleduse a variety of proprietary and third-party technological applications, depending on the mode of transportation, provided by BCO Independent Contractors. Global logisticsthe Company to service the requirements of shippers. For truck services, the Company’s independent commission sales agents are typically paid a contractuallyagreed-upon percentage of the gross profit from each load they generate or a percentage of the gross revenue from sourcing warehousing services.
The Company’s primary day to day contact with its customers is through its agents and not through employees of the Company. Nevertheless, it is important to note that Operating Subsidiaries contract directly with customers and generally assume the credit risk and liability for freight losses or damages.
The carrier segment’s independent commission sales agents use Landstar proprietary software, including the Company’s Landstar Electronic Administrative Dispatch System (LEADS) software program, which enables these agents to enter available freight, dispatch capacity and process most administrative procedures and then communicate that information to Landstar and its capacity providers via the internet. The global logistics segment’s independent commission sales agents use other Landstar proprietary software to process customer shipments and communicate the necessary information to third party capacity providers and Landstar. The Company’s web-based available freight and truck information system provides a listing of available truckstruck capacity to the Company’s independent commission sales agents.
The Operating Subsidiaries emphasize programs to support For rail, air and ocean freight, the agents’ operations and to establish pricing parameters. The carrier segment and global logistics segment maintain regular contact with their independent commission sales agents and Landstar holds an annual company-wide agent convention.utilize mostly third-party applications to service shippers’ needs.
 
During 2006, 4902008, 484 agents generated revenue for Landstar of at least $1 million each, or approximately $2.3$2.4 billion of Landstar’s total revenue, andrevenue. During 2008, one agent generated approximately $196,000,000$246,000,000, or 9%, of Landstar’s total revenue.
Althoughrevenue but contributed less than 1% of the Company generally enters into non-exclusive contractual relationships with its independent commission sales agents, managementCompany’s net revenue, defined as revenue less the cost of purchased transportation and commissions to agents. Management believes that the majority of the agents who annually generate revenue of $1 million or more choose to represent Landstar exclusively. Historically, Landstar has experienced very limited agentlow turnover among its larger-volume agents.agents who annually generate revenue of $1 million or more.


6


 
Transportation Capacity
 
The Company relies exclusively on independent third parties for its hauling and warehousing capacity. These thirdThird party capacity providers consist of BCO Independent Contractors, Truck Brokerage Carriers, air and ocean cargo carriers railroads, bus providers and WCOs.railroads. Landstar’s use of capacity provided exclusively by its BCO Independent Contractors and other third party capacity providersparties allows it to maintain a lower level of capital investment, resulting in lower fixed costs. Additionally, other than the portion of the Company’s available trailing equipment owned or leased by the Company and utilized primarily by the BCO Independent Contractors, the Company relies exclusively on independent third parties for its trailing equipment capacity. During the most recently completed fiscal year, revenue hauled by BCO Independent Contractors, Truck Brokerage Carriers, rail intermodal carriers, air cargo carriers and ocean cargo carriers represented 53%, 38%, 5%, 1% and 2%, respectively, of the Company’s transportation logistics segment revenue. Purchased transportation costs are recognized upon the completion of freight delivery. Historically, with the exception of air revenue, the net margin percentage (defined as net 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 and other operating costs are incurred primarily in support of the BCO Independent Contractor capacity. In addition, the Company incurs higher selling, general and administrative costs in support of the BCO Independent Contractor capacity as compared to the other modes of transportation.
 
BCO Independent Contractors.  Management believes the Company has the largest fleet of truckload BCO Independent Contractors in the United States. ThisBCO 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 DOT to Landstar’s Operating Subsidiary with which such BCO Independent Contractor has entered into a leasing arrangement. Our network of BCO Independent Contractors provides marketing, operating, safety, recruiting, retention and financial advantages to the Company. The Company’s BCO Independent Contractors are compensated based on a fixed percentage of the revenue generated from the freight they haul. This percentage generally ranges from 60% to 70%is approximately 65% where the BCO Independent Contractor provides only a tractor and fromapproximately 73% to 79% where the BCO Independent Contractor provides both a tractor and a trailer. The BCO Independent Contractor must pay substantially all of the expenses of operatinghis/her equipment, including driver wages and benefits, fuel, physical damage insurance, maintenance, highway use taxes and debt service.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


6


2008, the Company billed customers $295.1 million in fuel surcharges and passed 100% of such fuel surcharges to the BCO Independent Contractors. These fuel surcharges are excluded from revenue.
 
The Company maintains an internet site through which BCO Independent Contractors can view a complete listing of all the Company’s available freight, allowing them to consider rate, size, origin and destination when planning trips.
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, LCFI provides a source of funds at competitive interest rates to the BCO Independent Contractors to purchase primarily trailing equipment and mobile communication equipment.
 
Trucks provided to the Company by the BCO Independent Contractors were 9,2059,039 at December 30, 2006,27, 2008, compared to 8,7288,993 at December 31, 2005.29, 2007. At December 27, 2008, 97% of the trucks provided by BCO Independent Contractors were provided by BCO Independent Contractors who lease 5 or less trucks to the Company. The number of trucks provided by BCO Independent Contractors fluctuates daily as a result of truck recruiting and truck terminations. Trucks recruited were higherlower in 20062008 than in 2005 and truck terminations2007, but trucks terminated were also lower in 20062008 compared to 20052007, resulting in a net gain of 47746 trucks. Landstar’s truck turnover ratio was approximately 28%32% in 20062008 compared to 31%37% in 2005.2007. Approximately half of this turnover was attributable to BCO Independent Contractors who had been BCO Independent Contractors with the Company for less than one year. Management believes that factors that have historically favorably impacted turnover include the Company’s financial stability, its extensive agent network, the Company’s programs to reduce the operating costs of its BCO Independent Contractors and Landstar’s reputation for quality, service and reliability. Management believes that a reduction in the amount of available freight may cause an increase in truck turnover.
 
Truck Brokerage Carriers.  The Company maintains a database of over 23,00025,000 qualified Truck Brokerage Carriers who provide additional truck hauling capacity to the Company. Truck Brokerage Carriers provide truck capacity to the Company under non-exclusive contractual arrangements and each operates under their own DOT issued motor carrier operating authority. Truck Brokerage Carriers are paid either a negotiated rate for each load they haul or a contractuallyagreed-upon amount per load. The Company recruits, qualifies, establishes contracts with, tracks safety ratings and service records of and generally maintains the relationships with these third party trucking companies. In addition to augmentingproviding additional capacity to the Company’s capability,Company, the use of Truck Brokerage Carriers enables the Company to pursue different types and quality of freight such as temperature-controlled, short-haul traffic and, in certain instances, lower pricedlower-priced freight that generally would generally not be handled by the Company’s BCO Independent Contractors.
 
The Company maintains an internet site through which Truck Brokerage Carriers can view a listing of all the Company’s freight that is available to be hauled by Truck Brokerage Carriers.
The Landstar SavingsPlusSavings 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.


7


 
Third Party Rail, Air, Ocean and Other Transportation Capacity.  The Company maintains contractual relationshipshas contracts with variousall of the Class 1 domestic railroads and air cargo capacity providers.certain Canadian railroads and contracts with 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 air and ocean cargo carriers are generally paid a contractually fixed amount per load. The Company also contracts with other third party capacity providers, such as air charter andor passenger bus companies, when required by specific customer needs.
 
Warehouse Capacity
The Company has contracts with approximately 120 Warehouse Capacity Owners. The Company maintains non-exclusive contractual relationships with 102 WCOs. The Company expects that warehousing services introduced in August 2006, will provide itsavailable to the Company’s customers with additional resources to manage their warehousing servicesprovided from the warehouse capacity network include storage, order fulfillment, repackaging, labeling, inventory consolidations, sub-assembly and storage needs. WCOs generallytemperature and climate options. In general, Warehouse Capacity Owners are paid a fixed percentage of the gross revenue for storage and services provided through their warehouse. Warehouse storage and services are reported net of the amount earned by the Warehouse Capacity Owner. Warehousing services were not a significant contributor to revenue or earnings in 2008, 2007 or 2006.


7


Diversity of Services Offered
 
The Company offers its customers a wide range of transportation and logistics services through the Operating Subsidiaries, including a fleet of diverse trailing equipment, extensive geographic coverage and, more recently, warehousing services. Specialized services offered by the Company include those provided by a large fleet of flatbed trailers, multi-axle trailers capable of hauling extremely heavy or oversized loads, drivers certified to handle ammunition and explosives shipments for the U.S. Department of Defense, emergency and expedited surface and air cargo services and intermodal capability with railroads and to a lesser extent, steamship lines.
 
The following table illustrates the diversity of the trailing equipment, available to the Company as of December 30, 2006:27, 2008, either provided by the BCO Independent Contractors or owned or leased by the Company and made available primarily to BCO Independent Contractors. In general, Truck Brokerage Carriers utilize their own trailing equipment when providing transportation services on behalf of Landstar. Truck Brokerage Carrier trailing equipment is not included in the following table:
 
     
Trailers by Type
   
 
Vans  9,8309,852 
Temperature-controlled  11795 
Flatbeds, including step decks, drop decks and low boys  3,6223,863 
     
Total  13,56913,810 
     
 
At December 27, 2008, 7,451 of the trailers available to the BCO Independent Contractors were owned by the Company, 1,357 were leased by the Company under an operating lease with a fixed monthly rental fee, 59 were leased by the Company with monthly rental payments equal to a fixed percentage of revenue hauled by the trailer, and 161 were rented by the Company under short-term rental arrangements. In addition, at December 27, 2008, 4,782 trailers were provided by BCO Independent Contractors.
Customers
 
The Company has aCompany’s customer base is highly diversified group of customers.and dispersed across many industries, commodities and geographic regions. The Company’s top 100 customers accounted for approximately 51%52% and 55%50%, respectively, of the Company’s revenue during fiscal 20062008 and 2005, respectively.2007. Management believes that the Company’s overall size, geographic coverage, access to equipment and 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. Increasingly, larger shippers are substantially reducing the number of authorized carriers they use in favor of a small number of “core carriers”,carriers,” such as the Company, whose size and diverse service capabilities enable these core carriers to satisfy most of the shippers’ transportation needs. Examples ofThe Company’s national account customers include the United States Department of Defense the United States Department of Transportation/Federal Aviation Administration (the “FAA”) and many of the companies included in the Fortune 500. Large shippers are also using third party logistics providers (“3PLs”) to outsource the managementLandstar services a wide variety of industries including automotive products, paper, lumber and coordination of their transportation needs. In turn, 3PLs require significant amounts of capacity from carriers, such as the Company, to service the needs of shippers. In addition, other transportation companies utilize the Company’s transportation capacity to satisfy their obligations to their shippers. There were 11 transportation service providers, including 3PLs, included in the Company’s top 25 revenue generating accounts for the fiscal year ended December 30, 2006. In addition, managementbuilding products, metals, chemicals, foodstuffs, heavy machinery, retail, electronics, ammunition and explosives and military hardware. 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”).
 
Prior to fiscal year 2005, no customer accounted for more than 10% of the Company’s revenue. Historically, the United States Government has been the Company’s largest customer. During 2006, 20052008, 2007 and 2004,2006, revenue derived from the United States Government was approximately 9%5%, 17%6% and 9% of revenue, respectively. Included in the revenue derived from the United States Government in all three fiscal years2007 and 2006 was


8


revenue related to disaster relief services provided by the Company for storms that impacted the United States. These disaster relief services were provided primarily under a contract with the FAA.United States Department of Transportation/Federal Aviation Administration (the “FAA”). Revenue in 2007 and 2006 included $100.7 million, $275.9$8.5 million and $63.8$100.7 million, in 2006, 2005 and 2004, respectively, generated primarily under the FAA contract. The FAA contract, was scheduled to expirewhich expired on December 31, 2006. Landstar Express America and the FAA entered into an amendment (the “Amendment”) to the existing contract extending the term through June 30, 2007. The Amendment also provides the FAA with the option to extend the termNo customer accounted for more than 10% of the FAA contract through December 31, 2007.Company’s 2008 revenue.


8


The amount of revenue derived under the FAA contract, if any, is dependent on the occurrence of specific events, primarily disasters, natural or otherwise, for which the Company provides emergency transportation services in support of disaster relief efforts undertaken by the United States Government and administered by the FAA. Because of the unpredictable nature of the occurrence and severity of such events, there can be no assurance that such events will occur, and if such events occur, the extent to which the FAA will require the services of Landstar Express America, if at all.
Technology
 
Management believes leadership in the development and application of technology is an ongoing part of providing high quality service at competitive prices. The Company’s focus is on developing and implementing software applications which are designed to improve its operational and administrative efficiency, assist its independent commission sales agents in sourcing capacity, assist customers in meeting their transportation needs and assist its third party capacity providers in identifying desirable freight. Landstar focuses on providing transportation and logistics services which emphasize customer service and information coordination among its independent commission sales agents, customers and capacity providers and Landstar intends to continue developing appropriate systems and technologies that offer integrated transportation and logistics solutions to meet the total needs of its customers. Landstar manages its technology programs centrally through its information services department.
 
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. Landstar relies, in the regular course of its business, on the proper operation of its information technology systems.
 
Corporate Services
 
The Company provides many administrative support services to its network of independent commission sales agents, third party capacity providers and shippers. Management believes that the technological applications developed and maintained by the Company and its administrative support services provide operational and financial advantages to the independent commission sales agents, third party capacity providers and shippers and, in turn, enhance the operational and financial efficiency of all aspects of the network.
Administrative support services that provide for operational and financial advantages to the network include customer contract administration, customer credit review and approvals, sales administration and pricing, customer billing, accounts receivable collections, third party capacity payment, safety and operator and equipment compliance management, insurance claims handling, coordination of vendor discount programs and third party capacity quality programs. The Company also provides marketing and advertising support services.
Management also believes that significant advantages result from the collective expertise and corporate services affordedprovided by Landstar’s corporate management. The primary functions provided by management include finance and treasury services, provided are:
accounting, budgeting and taxesquality programs
finance and treasury servicesrisk management insurance services
human resource managementsafety
legalstrategic planning
purchasingtechnology and management information systems
accounting, strategic initiatives, budgeting and taxes, legal and human resource management.
 
Competition
 
Landstar competes primarily in the transportation and logistics services industry with truckload carriers, intermodal transportation and logistics service providers, railroads, less-than-truckload carriers and other non-asset based transportation and logistics service providers. The transportation services industry is extremely competitive and fragmented.
 
Management believes that competition for the freight transported by the Company is based primarily on service and efficiency and, to a lesser degree, on freight rates alone. Management believes that Landstar’s overall size and availability of a wide range of equipment, together with its geographically-dispersedgeographically dispersed local independent agent network and wide range of service offerings, 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’s retained liability for individual commercial trucking claims varies depending on when such claims are incurred. For commercial trucking claims incurred prior to June 19, 2003 and subsequent


9


to March 30, 2004, Landstar retains liability up to $5,000,000 per occurrence. For commercial trucking claims incurred from June 19, 2003 through March 30, 2004, Landstar retains liability up to $10,000,000 per


9


occurrence. The Company also retains liability for each general liability claim up to $1,000,000, $250,000 for each workers’ compensation claim and $250,000$100,000 for each cargo claim. For cargo claims incurred prior to May 1, 2008, the Company retains cargo liability up to $250,000 per occurrence. The Company’s exposure to liability associated with accidents incurred by other third party capacity providersTruck Brokerage Carriers, rail intermodal carriers, air cargo carriers and ocean cargo carriers who transport freight on behalf of the Company is reduced by various factors including the extent to which they maintain their own insurance coverage. A material increase in the frequency or severity of accidents, cargo or workers’ compensation claims or the unfavorable development of existing claims could be expected to materially adversely affecthave a material adverse effect on Landstar’s results of operations.
 
Insurance Coverage Above Self-Insured Retention
 
The Company has historically maintained insurance coverage above its self-insured retention amounts. For the fiscal year ended and as of December 30, 2006,27, 2008, the Company maintains insurance for liabilities attributable to commercial trucking accidents with third party insurance companies for each and every occurrence in an amount in excess of $200,000,000 per occurrence above the Company’s $5,000,000 self insuredself-insured retention. Historically, the Company has relied on a limited number of third party insurance companies to provide insurance coverage for commercial trucking claims in excess of specific per occurrence limits, up to various maximum amounts. Over the past few years, theThe premiums proposed by the third party insurance companies providing coverage for commercial trucking liability insurance over the Company’s self insured retention amounts have varied dramatically. In an attempt to manage the significant fluctuations in the cost of these premiums required by the third party insurance companies, the Company has historically increased or decreased the level of its exposure to commercial trucking claims on a per occurrence basis. To the extent that the third party insurance companies increase their proposed premiums for coverage of commercial trucking claims, the Company may increase its exposure in aggregate or on a per occurrence basis. However, to the extent the third party insurance companies reduce their premiums proposed for coverage of commercial trucking claims, the Company may reduce its exposure in aggregate or on a per occurrence basis.
 
Regulation
 
Certain of the Operating Subsidiaries are considered motor carriersand/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 may transport most types of freight to and from any point in the United States over any route selected by the Company.
Interstate motor carrier operations are subject to safety requirements prescribed by the FMCSA. Each driver, whether a BCO Independent Contractor or Truck Brokerage Carrier, is required to have a commercial driver’s license The FMCSA and is subject toother mandatory drug and alcohol testing. The FMCSA’s commercial driver’s license and drug and alcohol testingregulatory requirements have not adversely affected the Company’s ability to source the capacity necessary to meet its customers’ transportation needs.
 
In addition, certain of the Operating Subsidiaries are licensed as ocean transportation intermediaries by the U.S. Federal Maritime Commission as non-vessel-operating common carriersand/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. 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 the Bureau of U.S. Customs and Border Protection and the Transportation Security Administration, the Canada Border Services Agency and various state and local agencies and port authorities.
 
The transportation industry is subject to possible regulatory and legislative changes (such as the possibility of more stringent environmentaland/or safety/security regulations or limits on vehicle weight and size) that may affect the economics of the industry by requiring changes in operating practices or by changing


10


the demand for common or contract carrier services or the cost of providing truckload or other transportation or logistics services.


10


Seasonality
 
Landstar’s operations are subject to seasonal trends common to the trucking industry. Results of operations for the quarter ending in March are typically lower than the quarters ending in June, September and December.
 
Employees
 
As of December 30, 2006,27, 2008, the Company and its subsidiaries employed 1,2981,317 individuals. Approximately 2015 Landstar Ranger drivers (out of a Company total of 9,2059,039 drivers for BCO Independent Contractors) are members of the International Brotherhood of Teamsters. The Company considers relations with its employees to be good.
 
Item 1A.  Risk Factors
 
Increased severity or frequency of accidents and other 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’s retained liability for individual commercial trucking claims varies depending on when such claims are incurred. For commercial trucking claims incurred prior to June 19, 2003 and subsequent to March 30, 2004, Landstar retains liability up to $5,000,000 per occurrence. For commercial trucking claims incurred from June 19, 2003 through March 30, 2004, Landstar retains liability up to $10,000,000 per occurrence. The Company also retains liability for each general liability claim up to $1,000,000, $250,000 for each workers’ compensation claim and $250,000$100,000 for each cargo claim. For cargo claims incurred prior to May 1, 2008, the Company retains cargo liability up to $250,000 per occurrence. The Company’s exposure to liability associated with accidents incurred by other third party capacity providersTruck Brokerage Carriers, rail intermodal carriers, air cargo carriers and ocean cargo carriers who haul freight on behalf of the Company is reduced by various factors including the extent to which they maintain their own insurance coverage. A material increase in the frequency or severity of accidents, cargo or workers’ compensation claims or the unfavorable development of existing claims could be expected to materially adversely affecthave a material adverse effect on Landstar’s results of operations.
 
Dependence on third party insurance companies.  As noted above in Item 1, “Business — Factors Significant to the Company’s Operations — Insurance Above Self-Insured Retention,” 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 specific per occurrence limits, up to various maximum amounts, with a limited number of third party insurance companies. Over the past three years, theThe premiums proposed by the third party insurance companies providing coverage for commercial trucking liability insurance above the Company’s self-insured retention amounts have varied dramatically. In an attempt to manage the significant fluctuations in the cost of these premiums required by the third party insurance companies, the Company has historically increased or decreased the level of its exposure to commercial trucking claims on a per occurrence basis. To the extent the third party insurance companies increase their proposed premiums for coverage of commercial trucking liability claims, the Company may increase its exposure or reduce the maximum amount of coverage in aggregate or on a per occurrence basis. However, to the extent the third party insurance companies reduce their premiums proposed for coverage of commercial trucking claims, the Company may reduce its exposure or increase the maximum amount of coverage in aggregate or on a per occurrence basis.
 
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, and currently has a network of over 1,100 such agents.1,400 agent locations. During 2006, 4902008, 484 agents generated revenue for Landstar of at least $1 million each, or approximately 92%90% of Landstar’s consolidated revenue and one agent generated approximately $196,000,000,$246,000,000, or 8%9%, of Landstar’s total revenue. Although the Company competes with motor carriers and other third parties for the services of these independent commission sales agents, Landstar has historically experienced very limited agent turnover


11


among its larger-volume agents. However, Landstar’s contracts with its agents are typically terminable upon


11


10 to 30 days notice by either party and generally do not restrict the ability of a former agent to compete with Landstar for a specific period of time following any such termination. The loss of some of the Company’s key agents or a significant decrease in volume generated by Landstar’s larger agents could have a material adverse effect on Landstar, including itsLandstar’s results of operations and revenue.if not replaced with other volumes.
 
Dependence on third party capacity providers.  As noted above in Item 1, “Business — Factors Significant to the Company’s Operations — Transportation 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. Freight hauled by BCO Independent Contractors represented 54.7% of Landstar’s revenue in 2006. A significant decrease in available capacity provided by either the Company’s BCO Independent Contractors or other third party capacity providers could have a material adverse effect on Landstar, including itsLandstar’s results of operations and revenue.
Change in capacity mix.  Historically, the Company’s carrier segment has primarily relied on capacity provided by BCO Independent Contractors. Pursuant to a plan to augment its available capacity and increase its revenue, the Company has been increasing the carrier segment’s use of capacity provided by Truck Brokerage Carriers. Freight hauled by BCO Independent Contractors represented 54.7%, 55.9% and 64.2% of Landstar’s consolidated revenue in 2006, 2005 and 2004, respectively. Historically, with the exception of air revenue, the net margin (defined as revenue less the cost of purchased transportation and agent commissions) generated from freight hauled by BCO Independent Contractors has been greater than freight hauled by other third party capacity providers. An increase in the amount of revenue generated through other third party capacity providers without an increase in total revenueand/or a corresponding reduction in other costs, including other operating, insurance and claims, selling, general and administrative and depreciation and amortization could have a negative effect on the Company’s operating margin (defined as operating income divided by revenue).
Contract with the United States Department of Transportation/Federal Aviation Administration.  Historically, the United States Government has been the Company’s largest customer. During fiscal years 2001 through 2003, revenue derived from various departments of the United States Government, primarily the United States Department of Defense, contributed between 5.0% and 7.5% of the Company’s annual revenue. During 2006, 2005 and 2004, revenue derived from the United States Government, represented approximately 9%, 17% and 9% of consolidated revenue, respectively. Included in revenue derived from United States Government during fiscal years 2006, 2005 and 2004 was $100.7 million, $275.9 million and $63.8 million of revenue, respectively, related to disaster relief services provided by the Company for storms that impacted the United States. These emergency transportation services were provided primarily under a contract (the “FAA Contract”) with the Federal Aviation Administration (the “FAA”). The $100.7 million of revenue recognized under the FAA Contract during the 2006 fiscal year generated $14.6 million of operating income which, net of related income taxes, increased net income $8.9 million. The $275.9 million of revenue recognized under the FAA Contract during the 2005 fiscal year generated $51.9 million of operating income which, net of related income taxes, increased net income $31.6 million. The $63.8 million of revenue recognized under the FAA Contract during the 2004 fiscal year generated $11.8 million of operating income which, net of related income taxes, increased net income $7.3 million.
On December 20, 2006, the FAA Contract was amended to extend the term of the contract through June 30, 2007, with an option held by the FAA to extend the term through December 31, 2007. The FAA also notified the public that the United States Government intends to award a new contract by June 30, 2007, but requires the six month option referred to above in the event the award of a new contract is not made by the intended date or a post-award transition period is required.
It is expected that the United States Government will request proposals from various companies for a new contract regarding disaster relief services. The Company cannot predict whether a request for proposal, if any, will: a) be made to Landstar Express America, b) include pricing and other provisions that are the same or


12


similar to the current contract provisions, or c) if a request for proposal is received by Landstar Express America, there can be no assurances that Landstar Express America would submit a proposal, or if it did, the FAA would select Landstar Express America as the transportation provider for disaster relief services in periods subsequent to June 2007. Nor can there be any assurance that the FAA will remain the agency of the United States Government responsible for contracting transportation services in support of disaster relief efforts.
The amount of revenue derived under the United States Government contract, if any, is dependent on the occurrence of specific events, primarily disasters, natural or otherwise, for which the Company provides emergency transportation services in support of disaster relief efforts undertaken by the United States Government and administered by the FAA. Because of the unpredictable nature of the occurrence and severity of such events, even if Landstar Express America were to enter into a new contract with the United States Government, there can be no assurance that such events will occur, and if such events occur, the extent to which the United States Government will require the services of Landstar Express America, if at all.operations.
 
Decreased demand for transportation services.  The transportation industry historically has experienced cyclical financial results as a result of slowdowns in economic activity, the business cycles of customers, price increases by capacity providers, interest rate fluctuations, and other economic factors beyond Landstar’s control. Certain of the Company’s third party capacity providers can be expected to charge higher prices to cover increased operating expenses, and the Company’s operating income may decline if it is unable to pass through to its customers the full amount of such higher transportation costs. If aactivity. A slowdown in economic activity or a downturn in the Company’s customers’ business cycles causescausing a reduction in the volume of freight shipped by those customers the Company’s operatingcould have a material adverse effect on Landstar’s results could be materially adversely affected.of operations.
 
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. The transportation and logistics services industry is extremely competitive and fragmented. Landstar competes primarily with truckload carriers, intermodal transportation service providers, railroads,less-than-truckload carriers, third party broker carriers and other non-asset based transportation and logistics service providers. Management believes that competition for the freight transported by the Company is based primarily on service and efficiency and, to a lesser degree, on freight rates alone. Historically, competition has created downward pressure on freight rates. In addition, many large shippers are using third party logistics providers (“3PLs”)3PLs to outsource the management and coordination of their transportation needs rather than directly arranging for transportation services with carriers, such as the Company. Usage by large shippers of 3PLs often provide 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 decrease in freight rates could have a material adverse effect on Landstar, including its revenue and operating income.Landstar’s results of operations.
 
Dependence on key personnel.  The Company is dependent on the services of certain of its executive officers. Although theThe Company believes it has an experienced and highly qualified management group and the loss of the services of certain of the Company’s executive officers could have a material adverse effect on the Company.
 
Disruptions or failures in the Company’s computer systems.  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. 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, agents and third party capacity providers, including its BCO Independent Contractors. Any significant disruption or failure of its technology systems could significantly disrupt the Company’s operations and impose significant costs on the Company.
 
Potential changes in fuel taxes.  From time to time, various legislative proposals are introduced to increase federal, state, or local taxes, including taxes on motor fuels. The Company cannot predict whether, or in what form, any increase in such taxes applicable to the transportation services provided by the Company will be enacted and, if enacted, whether or not the Company’s BCO Independent Contractors and Truck


13


Brokerage Carriers would attempt to pass the increase ontoon 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 itsLandstar’s results of operations and financial condition.operations. Moreover, competition from other transportation service companies, including those that provide non-trucking modes of transportation and intermodal 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.


12


Status of independent contractors.  From time to time, various legislative or regulatory proposals are introduced at the federal or state levels to change the status of independent contractors’ classification to employees for either employment tax purposes (withholding, social security, medicareMedicare and unemployment taxes) or other benefits available to employees. Currently, most individuals are classified as employees or independent contractors for employment tax purposes based on 20 “common-law” factors 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, taxpayers that meet certain criteria may treat an individual as an independent contractor for employment tax purposes if they have been audited without being told to treat similarly situated workers as employees, if they have received a ruling from the Internal Revenue Service or a court decision affirming their treatment, or if they are following a long-standing recognized practice.
 
The Company classifies all of its BCO Independent Contractors and independent commission sales agents as independent contractors for all purposes, including employment tax and employee benefit purposes. There can be no assurance that legislative, judicial, 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 currently doing business with the Company. Although management believes that there are no proposals currently pending that would change the employee/independent contractor classification of BCO Independent Contractors or independent commission sales agents currently doing business with the Company, the costs associated with potential changes, if any, with respect to these BCO Independent Contractor and independent commission sales agent classifications could have a material adverse effect on Landstar, including itsLandstar’s results of operations, and financial condition if Landstar were unable to reflect them in its fee arrangements with the BCO Independent Contractors or independent commission sales agents or in the prices charged to its customers.
 
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 carriersand/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. Certain of the Operating Subsidiaries are licensed as ocean transportation intermediaries by the U.S. Federal Maritime Commission as non-vessel-operating common carriersand/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. 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 the Bureau of U.S. Customs and Border Protection and the Transportation Security Administration, the Canada Border Services Agency and various state and local agencies and port authorities. The transportation industry is subject to possible regulatory and legislative changes (such as increasingly stringent environmentaland/or safety/security regulations or limits on vehicle weight and size) that may affect the economics of the industry by requiring changes in operating practices or by changing the demand for common or contract carrier services or the cost of providing truckload or other transportation or logistics services. Any such regulatory or legislative changes could have a material adverse effect on Landstar, including itsLandstar’s results of operations and financial condition.operations.
 
Catastrophic loss of a Company facility.  The Company faces the risk of a catastrophic loss of the use of all or a portion of its facilities located in Jacksonville, Florida and Rockford, Illinois due to hurricanes, flooding, tornados or other weather conditions or natural disasters, terrorist attack or otherwise. The Company’s corporate headquarters and approximately two-thirds of the Company’s employees are located in its Jacksonville, Florida facility and a significantsmaller portion of the Company’s operations with respect to the carrier segment and Truck Brokerage Carriers is located in its Rockford, Illinois facility. In particular, a


14


Category 3, 4 or 5 hurricane that impacts the Jacksonville, Florida metropolitan area or a tornado that strikes the Rockford, Illinois area could significantly disrupt the Company’s operations and impose significant costs on the Company.Company.
 
Although the Company maintains insurance covering its facilities, including business interruption insurance, the Company’s insurance may not be adequate to cover all losses that may be incurred in the event of a catastrophic loss of either the Jacksonville, Florida or Rockford, Illinois facility. In addition, such


13


insurance, including 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.
Concentrations of credit risk in key customers.  Financial instruments that potentially subject the Company to significant concentrations of credit risk include accounts receivable from trade customers. The Company performs ongoing credit evaluations of the financial condition of its customers and an allowance for doubtful accounts is maintained as required under U.S. generally accepted accounting principles. During 2008, the Company experienced a higher level of customer bad debt expense than experienced in the previous five years. Credit risk with respect to the Company’s accounts receivable historically has been broadly diversified due to the large number of entities comprising the Company’s customer base and their dispersion across many different industries and geographical regions. No single customer accounted for more than 10% of Company revenue for the fiscal year period ended December 27, 2008 and no single customer accounted for more than 10% of the gross accounts receivable balance at December 27, 2008. It should be noted, however, that revenue from customers in the automotive sector represented in the aggregate approximately 7% of the Company’s revenue for the 2008 fiscal year period. The Company estimates that receivable balances relating to customers with a significant concentration of their business in the automotive sector represented approximately 6% to 8% of gross accounts receivable at December 27, 2008. The financial condition of the U.S. domestic automotive industry may be significantly adversely affected by the availability of credit to U.S. consumers and the overall financial condition of the U.S. economy, both of which have recently weakened. A significant deterioration in the financial condition or operations of the Company’s customers within the automotive sector, including the larger U.S. domestic automobile manufacturers and their vendors, suppliers and other service providers, or in the Company’s non-automotive sector customer accounts, could negatively impact the collectability of trade accounts receivable due from these customers, which could result in an adverse effect on the Company’s operating results in a given quarter or year.
 
Item 1B.  Unresolved Staff Comments
 
None.
 
Item 2.  Properties
 
The Company owns or leases various properties in the U.S. for the Company’s operations and administrative staff that support its independent commission sales agents, BCO Independent Contractors and other third party capacity providers. The carriertransportation logistics segment’s primary facilities are located in Jacksonville, Florida and Rockford, Illinois. The global logistics segment’s primary facility is located in Jacksonville, Florida. In addition, the Company’s corporate headquarters are located in Jacksonville, Florida. The Rockford, Illinois facility is owned by the Company and all other primary facilities are leased.
 
Management believes that Landstar’s owned and leased properties are adequate for its current needs and that leased properties can be retained or replaced at an acceptable cost.
 
Item 3.  Legal Proceedings
 
On November 1, 2002,As further described in periodic and current reports previously filed by the Company with the SEC, the Company and certain of its subsidiaries (the “Defendants”) are defendants in a suit (the “Litigation”) brought in the United States District Court for the Middle District of Florida (the “District Court”) by the Owner-Operator Independent Drivers Association, Inc. (“OOIDA”) and certainfour former BCO Independent Contractors (as defined below) (collectively(the “Named Plaintiffs” and, with OOIDA, the “Plaintiffs”) filed a putative class action complaint on behalf of all independent contractors who provide truck capacity to the Company and its subsidiaries under exclusive lease arrangements (“BCO(the “BCO Independent Contractors”) in the United States District Court for the Middle District of Florida (the “Court”) in Jacksonville, Florida, against the Company and certain of its subsidiaries, which was amended on April 7, 2005 (the “Amended Complaint”). The Amended Complaint allegesPlaintiffs allege that certain aspects of the Company’s motor carrier leases and related practices with its BCO Independent Contractors violate certain federal leasing regulations and seeksseek injunctive relief, an unspecified amount of damages and attorney’sattorneys’ fees. On August 30, 2005, the Court granted a motion by the Plaintiffs to certify the case as a class action.
 
On October 6, 2006,March 29, 2007, the District Court denied the request by Plaintiffs for injunctive relief, entered a judgment in favor of the Defendants and issued written orders setting forth its rulings related to the decertification of the plaintiff class and other important elements of the Litigation relating to liability,


14


injunctive relief and monetary relief. The Plaintiffs filed an appeal with the United States Court of Appeals for the Eleventh Circuit (the “Appellate Court”) of certain of the District Court’s rulings in favor of the Defendants. The Defendants asked the Appellate Court to affirm such rulings and filed a cross-appeal with the Appellate Court with respect to certain other rulings of the District Court.
On September 3, 2008, the Appellate Court issued a summary judgmentits ruling, which, found, among other things, affirmed the District Court’s rulings that (1) the lease agreements of(i) the Defendants (as defined below) literally compliedare not prohibited by the applicable federal leasing regulations from charging administrative or other fees to BCO Independent Contractors in connection with voluntary programs offered by the requirements of Section 376.12(d)Defendants through which a BCO Independent Contractor may purchase discounted products and services for a charge that is deducted against the compensation payable to the BCO Independent Contractor (a “Charge-back Deduction”), (ii) the Plaintiffs are not entitled to restitution or disgorgement with respect to violations by Defendants of the applicable federal leasing regulations in regards to provisions relating to reductions to revenue derived from freight uponbut instead may recover only actual damages, if any, which BCO Independent Contractors’ compensation is calculated, (2) charge-back amounts which include fees and profits to the motor carrier are not unlawful under Section 376.12(h) and (3) the Defendants had violated 376.12(h) of the regulations by failing to provide access to documents to determine the validity of certain charges. On January 12, 2007, the Court ruled that the monetary remedy available to the Plaintiffs would be limited to damagesthey sustained as a result of any such violations and (iii) the violation and rejected Plaintiffs’ request for equitable relief in the form of restitution or disgorgement.
On January 16, 2007, the Court ordered the decertification of the classclaims of BCO Independent Contractors may not be handled on a class action basis for purposes of determining remedies. Immediately thereafter, the trial commenced for purposesamount of determining what remedies,actual damages, if any, would be awarded tothey sustained as a result of any violations. Further, the remaining named BCO Independent Contractor Plaintiffs against the following subsidiariesanalysis of the Company: Landstar Inway, Inc., Landstar Ligon, Inc. and Landstar Ranger, Inc. (the “Defendants”). On January 18, 2007, in response to a motion filed byAppellate Court confirmed the Defendants following the presentationabsence of any violations alleged by the Plaintiffs of their casethe federal leasing regulations with respect to the written terms of all leases currently in chief, the Court granted judgment as a matter of law in favor ofuse between the Defendants and statedBCO Independent Contractors.
However, the ruling of the Appellate Court reversed the District Court’s rulings (i) that an old version of the lease formerly used by Defendants but not in use with any current BCO Independent Contractor complied with applicable disclosure requirements under the federal leasing regulations with respect to adjustments to compensation payable to BCO Independent Contractors on certain loads sourced from the U.S. Dept. of Defense, and (ii) that the Defendants had provided sufficient documentation to BCO Independent Contractors under the applicable federal leasing regulations relating to how the component elements of Charge-back Deductions were computed. The Appellate Court then remanded the case to the District Court to permit the Plaintiffs had failed to presentseek injunctive relief with respect to these violations of the federal leasing regulations and to hold an evidentiary hearing to give the Named Plaintiffs an opportunity to produce evidence of any damages they actually sustained as a result of such violations.
Each of the parties to the Litigation has filed a petition with the Appellate Court seeking rehearing of the Appellate Court’s ruling; however, there can be no assurance that any petition for rehearing will be granted.
Although no assurances can be given with respect to the outcome of the


15


Litigation, including any possible award of attorneys’ fees to the Plaintiffs, hadthe Company believes that (i) no Plaintiff has sustained any actual damages as a result of any violationviolations by the Defendants of the applicable federal leasing regulations. Onregulations and (ii) injunctive relief, if any, that date,may be granted by the District Court also ruled that accesson remand is unlikely to documents describinghave a third party vendor’s charges to determine the validity of charge-back amounts under 376.12(h) was not required under Defendants’ current lease with respect to programs where the lease contains a price to a BCO Independent Contractor that is not calculatedmaterial adverse financial effect on the basis of a third party vendor’s charge to the Defendants. Plaintiffs’ request for injunctive relief remains pending. Upon entry by the Court of a written final judgment, the Plaintiffs will have the right to appeal the Court’s rulings.Company.
 
The Company is involved in certain other claims and pending litigation arising from the normal conduct of business. Based on knowledge of the facts and, in certain cases, opinions of outside counsel, management believes that adequate provisions have been made for probable losses with respect to the resolution of all such other claims and pending litigation and that the ultimate outcome, after provisions thereof,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.
 
Item 4.  Submission of Matters to a Vote of Security Holders
 
No matters were submitted to a vote of security holders during the fourth quarter of fiscal year 2006.2008.


15


 
PART II
 
Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
The Common Stock of the Company is listed and traded on the NASDAQ Global Select Market under the symbol “LSTR.” The following table sets forth the high and low reported sale prices for the Common Stock on the NASDAQ Global Select Market and the per share value of dividends declared for the periods indicated.
 
                                                
 2006 Market Price 2005 Market Price Dividends Declared  2008 Market Price 2007 Market Price Dividends Declared 
Fiscal Period
 High Low High Low 2006 2005  High Low High Low 2008 2007 
First Quarter $48.10  $38.72  $39.25  $29.25  $0.025  $  $54.24  $37.39  $48.45  $38.51  $0.0375  $0.0300 
Second Quarter  47.68   40.55   35.85   26.75   0.025      59.21   48.71   52.19   45.21   0.0375   0.0300 
Third Quarter  49.01   39.27   40.42   27.45   0.030   0.025   56.30   43.24   51.43   39.71   0.0400   0.0375 
Fourth Quarter  47.76   37.75   44.50   36.10   0.030   0.025   45.74   27.37   44.98   36.50   0.0400   0.0375 
 
The reported last sale price per share of the Common Stock as reported on the NASDAQ Global Select Market on February 1, 2007January 30, 2009 was $45.73$35.87 per share. As of such date, Landstar had 55,969,93451,690,580 shares of Common Stock outstanding. As of February 1, 2007,January 30, 2009, the Company had 8366 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.
 
It is the intention of the Board of Directors to pay a quarterly dividend going forward.


16


 
Purchases of Equity Securities by the Company
 
The following table provides information regarding the Company’s purchases of its Common Stock during the period from October 1, 2006September 28, 2008 to December 30, 2006,27, 2008, the Company’s fourth fiscal quarter:
 
                 
        Total Number of
    
        Shares Purchased
  Maximum Number of
 
     Average
  as Part of Publicly
  Shares that May Yet be
 
  Total Number of
  Price Paid
  Announced
  Purchased Under the
 
Fiscal Period
 Shares Purchased  per share  Programs  Programs 
 
October 1, 2006              1,866,800 
Oct. 1, 2006 — Oct. 28, 2006              1,866,800 
Oct. 29, 2006 — Nov. 25, 2006              1,866,800 
Nov. 26, 2006 — Dec. 30, 2006  1,039,299  $40.31   1,039,299   827,501 
                 
Total  1,039,299  $40.31   1,039,299     
                 
                 
        Total Number of Shares
  Maximum Number of
 
        Purchased as Part of
  Shares that May Yet be
 
  Total Number of
  Average Price
  Publicly Announced
  Purchased Under the
 
Fiscal Period
 Shares Purchased  Paid per Share  Programs  Programs 
 
September 28, 2008              2,154,579 
Sept. 28, 2008 - Oct. 25, 2008  317,708  $33.29   317,708   1,836,871 
Oct. 26, 2008 - Nov. 22, 2008  406,248  $30.72   406,248   1,430,623 
Nov. 23, 2008 - Dec. 27, 2008              1,430,623 
                 
Total  723,956  $31.85   723,956     
                 
 
On July 28, 2005,August 27, 2007, Landstar System, Inc. announced that it had been authorized by its Board of Directors to purchase up to 2,000,000 shares of its Common Stock from time to time in the open market and in privately negotiated transactions. During the thirteen week period ended September 30, 2006,its 2008 fourth fiscal quarter, the Company completed the purchase of shares authorized for purchase under this program. On August 3, 2006,July 16, 2008, Landstar System, Inc. announced that it had been authorized by its Board of Directors to purchase up to an additional 2,000,000 shares of its Common Stockcommon stock from time to time in the open market and in privately negotiated transactions. As of December 27, 2008, the Company may purchase 1,430,623 shares of its common stock under this authorization. On January 28, 2009, Landstar System, Inc. announced that it had been authorized by its Board of Directors to purchase up to an additional 1,569,377 shares of its common stock from time to time in the open market and in privately negotiated transactions. No specific expiration date has been assigned to either the August 3, 2006 authorization.July 16, 2008 or January 28, 2009 authorizations.


16


During 2008, Landstar paid dividends as follows:
Declaration
Record
Payment
Dividend Amount per Share
DateDateDate
$0.0375January 31, 2008February 8, 2008February 29, 2008
$0.0375April 17, 2008May 9, 2008May 30, 2008
$0.0400July 16, 2008August 11, 2008August 29, 2008
$0.0400October 14, 2008November 3, 2008November 28, 2008
On June 27, 2008 Landstar entered into a credit agreement with a syndicate of banks and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”). 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 in the event that, after giving effect to any payment made to effect such cash dividend or other distribution, the Leverage Ratio, as defined in the Credit Agreement, 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 Company maintains three stock option plans and one stock compensation plan. The following table presents information related to securities authorized for issuance under these plans at December 30, 2006:27, 2008:
 
                        
     Number of Securities
      Number of Securities
 Number of Securities
   Remaining Available for
  Number of Securities
   Remaining Available for
 to be Issued Upon
 Weighted-Average
 Future Issuance Under
  to be Issued Upon
 Weighted-Average
 Future Issuance Under
 Exercise of
 Exercise Price of
 Equity Compensation
  Exercise of
 Exercise Price of
 Equity Compensation
Plan Category
 Outstanding Options Outstanding Options Plans  Outstanding Options Outstanding Options Plans
Equity Compensation Plans Approved by Security Holders  2,566,571  $27.35   3,896,800   2,505,644  $35.47   3,005,323 
Equity Compensation Plans Not Approved by Security Holders  0   0   0   0   0   0 
 
Included in the number of securities remaining available for future issuance under equity compensation plans was 164,000138,423 shares of Common Stock reserved for issuance under the 2003 Directors’ Stock Compensation Plan.


17


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 31, 200127, 2003 through December 31, 2006.27, 2008.
 
Financial Model
Shareholder Returns


18


Item 6.  Selected Financial Data
Prior to 2006, the Company accounted for share-based payment plans in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), and related interpretations. Under APB 25, no stock-based compensation was reflected in net income from stock options granted as all options granted had an exercise price equal to the fair market value of the underlying common stock on the date of grant. On January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123R (“FAS 123R”), Share-Based Payment. The Company adopted FAS 123R using the modified retrospective method. Amounts for periods prior to 2006 in the table below, “Selected Consolidated Financial Data”, have been adjusted to reflect the adoption of FAS 123R.
 
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
SELECTED CONSOLIDATED FINANCIAL DATA
(Dollars in thousands, except per share amounts)
 
                                        
 Fiscal Years  Fiscal Years 
Income Statement Data:
 2006 2005 2004 2003 2002  2008 2007 2006 2005 2004 
 (Dollars in thousands, except per share amounts) 
Revenue $2,513,756  $2,517,828  $2,019,936  $1,596,571  $1,506,555  $2,643,069  $2,487,277  $2,513,756  $2,517,828  $2,019,936 
Investment income  4,250   2,695   1,346   1,220   1,950   3,339   5,347   4,250   2,695   1,346 
Costs and expenses:                                        
Purchased transportation  1,890,755   1,880,431   1,510,963   1,185,043   1,116,009   2,033,384   1,884,207   1,890,755   1,880,431   1,510,963 
Commissions to agents  199,775   203,730   161,011   125,997   118,864   203,058   200,630   199,775   203,730   161,011 
Other operating costs  45,700   36,709   37,130   37,681   34,325   28,033   28,997   45,700   36,709   37,130 
Insurance and claims  39,522   50,166   60,339   45,690   42,188   36,374   49,832   39,522   50,166   60,339 
Selling, general and administrative  134,239   140,345   124,357   111,227   106,192   137,758   125,177   134,239   140,345   124,357 
Depreciation and amortization  16,796   15,920   13,959   12,736   11,520   20,960   19,088   16,796   15,920   13,959 
                      
Total costs and expenses  2,326,787   2,327,301   1,907,759   1,518,374   1,429,098   2,459,567   2,307,931   2,326,787   2,327,301   1,907,759 
                      
Operating income  191,219   193,222   113,523   79,417   79,407   186,841   184,693   191,219   193,222   113,523 
Interest and debt expense  6,821   4,744   3,025   3,240   4,292   7,351   6,685   6,821   4,744   3,025 
                      
Income before income taxes  184,398   188,478   110,498   76,177   75,115   179,490   178,008   184,398   188,478   110,498 
Income taxes  71,313   72,880   42,661   29,146   28,867   68,560   68,355   71,313   72,880   42,661 
                      
Net income $113,085  $115,598  $67,837  $47,031  $46,248  $110,930  $109,653  $113,085  $115,598  $67,837 
                      
Earnings per common share $1.95  $1.95  $1.13  $0.77  $0.72  $2.11  $2.01  $1.95  $1.95  $1.13 
Diluted earnings per share $1.93  $1.91  $1.10  $0.75  $0.70  $2.10  $1.99  $1.93  $1.91  $1.10 
Dividends paid per common share $0.11  $0.05              $0.155  $0.135  $0.110  $0.050     
 
                                        
 Dec. 30,
 Dec. 31,
 Dec. 25,
 Dec. 27,
 Dec. 28,
  Dec. 27,
 Dec. 29,
 Dec. 30,
 Dec. 31,
 Dec. 25,
 
Balance Sheet Data:
 2006 2005 2004 2003 2002  2008 2007 2006 2005 2004 
Total assets $646,651  $765,814  $586,802  $441,072  $402,984  $663,530  $629,001  $646,651  $765,814  $586,802 
Long-term debt, including current maturities  129,321   166,973   92,090   91,456   77,360   136,445   164,753   129,321   166,973   92,090 
Shareholders’ equity  230,274   255,689   215,129   145,130   151,329   253,136   180,786   230,274   255,689   215,129 
 
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 thisForm 10-K contain forward-looking statements, such as statements which relate to Landstar’s


19


business objectives, plans, strategies and expectations. Terms such as “anticipates,” “believes,” “estimates,” “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; substantial industry competition; dependence on key personnel; disruptions or failures in our computer systems; changes in fuel taxes; status of independent contractors; a downturn in economic growth or growth in the transportation sector; concentrations of credit risk; and other operational, financial or legal risks or uncertainties detailed in


19


this and Landstar’s other SEC filings from time to time and described in Item 1A of thisForm 10-K under the heading “Risk Factors”.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. (together referred to herein as “Landstar” or the “Company”), provide transportation services to a variety of market niches throughout the United States and to a lesser extent in Canada, and between the United States and Canada, Mexico and other countries through its operating subsidiaries. Landstar’s business strategy is to be a non-asset based provider of transportation capacity and logistics services delivering safe, specialized transportation services, globally, utilizing a network of independent commission sales agents, third party capacity providers and employees. Landstar focuses on providing transportation services which emphasize safety, customer service and information coordination among its independent commission sales agents, customers and capacity providers. The Company markets its services primarily through independent commission sales agents and exclusively utilizes third party capacity providers exclusively to transport customers’ freight. The nature of the Company’s business is such that a significant portion of its operating costs varies directly with revenue. The
Historically, the Company hasreported the results of three reportable business segments. These areoperating segments: the carrier segment, the global logistics segment and the insurance segments.segment. Beginning in the thirteen-week period ended March 29, 2008, the Company revised the presentation format of its segment disclosure to consolidate the previously reported three segments to two segments: the transportation logistics segment and the insurance segment. This change in segment reporting reflected increased centralization and consolidation of certain administrative and sales functions across all of the Company’s operating subsidiaries and the increased similarity of the services provided by the operations of the Company’s various operating subsidiaries, primarily with respect to truck brokerage services. As a result of this change in presentation, the revenue and operating results formerly separated into the carrier and global logistics segments, together with corporate overhead, which was previously included as “other” in the segment information, were consolidated into the transportation logistics segment. This change in segment reporting had no impact on the Company’s consolidated balance sheets, statements of income, statements of cash flows or statements of changes in shareholders’ equity for any periods. This change in reporting also had no impact on reporting with respect to the insurance segment.
 
The carriertransportation logistics segment consistsmarkets its services primarily through independent commission sales agents. The transportation logistics segment provides a wide range of Landstar Ranger, Inc., Landstar Inway, Inc., Landstar Ligon, Inc., Landstar Gemini, Inc.transportation and logistics services including truckload transportation, rail intermodal, air cargo and ocean cargo services, the arrangement of multimodal (ground, air, ocean and rail) moves and warehousing to a variety of industries including automotive products, paper, lumber and building products, metals, chemicals, foodstuffs, heavy machinery, retail, electronics, ammunition and explosives and military hardware. In addition, Landstar Carrier Services, Inc. The carrier segment primarily provides transportation services to other transportation companies including logistics andless-than-truckload service providers. Landstar also provides dedicated contract and logistics solutions, including freight optimization andless-than-truckload freight consolidations, expedited land and air delivery of time-critical freight and the truckloadmovement of containers via ocean. Each of the independent commission sales agents has the opportunity to market all of the services provided by the transportation logistics segment.
Truckload services primarily are provided for a wide range of general commodities, much of which are over irregular or non-repetitive routes, utilizing dry and specialty vans and unsided trailers, including flatbed, drop deck and specialty. Itspecialty trailers. Available truckload services also providesincludeshort-to-long haul movement of containers by truck and expedited ground and dedicated power-only truck capacity and truck brokerage. The carrier segment markets itscapacity. These services primarily through independent commission sales agents and utilizesare provided by independent contractors who provide truck capacity to the Company under exclusive lease arrangements (the “Business Capacity Owner Independent Contractors” or “BCO Independent Contractors”) and other third party truck capacity providers under non-exclusive contractual arrangements (“Truck Brokerage Carriers”).
The global logistics segment is comprised of Landstar Global Logistics, Inc. and its subsidiaries, Landstar Logistics, Inc. and Landstar Express America, Inc. Transportation and logistics services provided by the global logistics segment include the arrangement of multimodal (ground, air, ocean and rail) moves, contract logistics, truck brokerage, emergency and expedited ground, Rail intermodal, air and ocean freight, bus brokerage and warehousing. The global logistics segment markets its services primarily through independent commission sales agents and utilizes capacityare provided by BCO Independent Contractors and other third party capacity providers, including Truck Brokerage Carriers, railroads,railroad carriers and air and ocean cargo carriers, bus providerscarriers. The Company has contracts with all


20


of the Class 1 domestic railroads and warehouse owners. Beginning in August 2006, the global logistics segment began the rollout of warehousingcertain Canadian railroads and contracts with domestic and international airlines and ocean lines. Warehousing services withare provided by independent contractors who provide warehouse capacity to the Company under non-exclusive contractual arrangements (“Warehouse Capacity Owners” or “WCO). During the fiscal year ended December 27, 2008, revenue hauled by BCO Independent Contractors”). AsContractors, Truck Brokerage Carriers, rail intermodal carriers, air cargo carriers and ocean cargo carriers represented 53%, 38%, 5%, 1%, and 2%, respectively, of the Company’s transportation logistics segment revenue. In addition, during the fiscal year ended December 30, 2006, Landstar Global Logistics, Inc. has executed contracts with 102 Warehouse Capacity Owners.27, 2008, revenue for passenger bus capacity provided for evacuation assistance related to the storms that impacted the Gulf Coast in September 2008 (“Bus Revenue”) represented 1% of the Company’s transportation logistics segment revenue in 2008.
 
The insurance segment is comprised of Signature Insurance Company (“Signature”), a wholly-ownedwholly owned offshore insurance subsidiary, and Risk Management Claim Services, Inc. The insurance segment provides risk and claims management services to Landstar’s operating subsidiaries. In addition, it reinsures certain risks of


20


the Company’s BCO Independent Contractors and provides certain property and casualty insurance directly to Landstar’s operating subsidiaries.
During Revenue, representing premiums on reinsurance programs provided to the Company’s BCO Independent Contractors, at the insurance segment represented approximately 1% of total revenue for the fiscal year ended December 30, 2006, the carrier segment contributed 72% of Landstar’s consolidated revenue, the global logistics segment contributed 27% of Landstar’s consolidated revenue and the insurance segment contributed 1% of Landstar’s consolidated revenue.27, 2008.
 
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 efficiently deliver that freight utilizing third party capacity providers. Management believes the most significant factors to the Company’s success include increasing revenue, sourcing capacity and controlling costs.
 
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 primary focus 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 (“Million Dollar Agents”). 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 and increasing the revenue opportunities generated by existing independent commission sales agents. Management believes the decrease in number of Million Dollar Agents in 2008 resulted from the severe downturn in the economy in the fourth quarter of 2008 and not necessarily from agent turnover. The number of agents generating Landstar revenue between $750,000 and $1,000,000 in 2008 and 2007 were 91 and 61, respectively. The following table shows the number of Million Dollar Agents, the average revenue generated by these agents, the percent of consolidated revenue generated by these agents during the past three fiscal years and the number of agent locations at each fiscal year end:
 
                        
 Fiscal Year  Fiscal Year 
 2006 2005 2004  2008 2007 2006 
Number of Million Dollar Agents  490   466   427   484   495   490 
              
Average revenue generated per Million Dollar Agent $4,700,000  $5,063,000  $4,374,000  $4,907,000  $4,571,000  $4,700,000 
              
Percent of consolidated revenue generated by Million Dollar Agents  92%  94%  92%  90%  91%  92%
              
Number of independent commission sales agent locations at year end  1,345   1,150   1,025   1,428   1,397   1,345 
              


21


Management monitors business activity by tracking the number of loads (volume) and revenue per load generated by the carrier and global logistics segments. In addition, management tracks revenue per revenue mile, average lengthmode of haul and total revenue miles at the carrier segment.transportation. Revenue per revenue mile and revenue per load (collectively, price) as well as the number of loads, can be influenced by many factors which do not necessarily indicateother than a change in price or volume.price. Those factors include the average length of haul, freight type, special handling and equipment requirements and delivery time requirements. For shipments involving two or more modes of transportation, revenue is classified by the mode of transportation having the highest cost for the load. The following table summarizes this data by reportable segmentmode of transportation for the past three fiscal years:
 
             
  Fiscal Year 
  2006  2005  2004 
 
Carrier Segment:            
External revenue generated through (in thousands):            
BCO Independent Contractors $1,270,649  $1,249,159  $1,191,605 
Truck Brokerage Carriers  525,967   442,509   263,257 
             
  $1,796,616  $1,691,668  $1,454,862 
             
Revenue per revenue mile $2.02  $1.92  $1.79 
Revenue per load $1,621  $1,542  $1,391 
Average length of haul (miles)  803   804   779 
Number of loads  1,108,000   1,097,000   1,046,000 
Global Logistics Segment:            
External revenue generated through (in thousands):            
BCO Independent Contractors(1) $103,588  $159,273  $105,815 
Truck Brokerage Carriers  396,141   439,604   308,106 
Rail, Air, Ocean and Bus Carriers(2)  182,813   196,259   121,001 
             
  $682,542  $795,136  $534,922 
             
Revenue per load(3) $1,504  $1,555  $1,454 
Number of loads(3)  387,000   334,000   324,000 
             
  Fiscal Year 
  2008  2007  2006 
 
Revenue generated through (in thousands):            
BCO Independent Contractors $1,388,353  $1,377,083  $1,351,694 
Truck Brokerage Carriers  996,269   884,577   871,134 
Rail intermodal  136,367   133,878   122,656 
Ocean cargo carriers  42,153   26,498   17,022 
Air cargo carriers  14,891   19,692   15,991 
Other(1)  65,036   45,549   135,259 
             
  $2,643,069  $2,487,277  $2,513,756 
             
Number of loads:            
BCO Independent Contractors  820,680   857,200   851,880 
Truck Brokerage Carriers  571,600   588,660   569,360 
Rail intermodal  58,510   62,720   55,650 
Ocean cargo carriers  5,380   4,620   3,680 
Air cargo carriers  8,260   11,600   8,790 
             
   1,464,430   1,524,800   1,489,360 
             
Revenue per load:            
BCO Independent Contractors $1,692  $1,606  $1,587 
Truck Brokerage Carriers  1,743   1,503   1,530 
Rail intermodal  2,331   2,135   2,204 
Ocean cargo carriers  7,835   5,735   4,626 
Air cargo carriers  1,803   1,698   1,819 
 
 
(1)Includes premium revenue from freight hauledgenerated by carrierthe insurance segment BCO Independent Contractors for globaland warehousing revenue generated by the transportation logistics customers.
(2)segment. Also, included in the 2008 fiscal year period was $27,638 of Bus Revenue. Included in the 20062007 and 20052006 fiscal year periods was $25,067,000$8,511 and $44,007,000,$100,655 respectively, of revenue attributable to busesderived from transportation services provided in support of disaster relief efforts provided under a contract between Landstar Express America, Inc. and the United States Department of Transportation/Federal Aviation Administration (the “FAA”).
(3)Number of loads and revenue per load for the 2006, 2005 and 2004 fiscal years exclude the effect of $100,655,000, $275,929,000 and $63,790,000, respectively, of revenue derived from transportation services provided primarily under a contract with the FAA as discussed further in the paragraphs that follow. (See the section “Use of Non-GAAP Financial Measures” on page 27.)


22


 
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 available truck capacity providers as of the end of the three most recent fiscal years:
 
                        
 Dec. 30,
 Dec. 31,
 Dec. 25,
  Dec. 27,
 Dec. 29,
 Dec. 30,
 
 2006 2005 2004  2008 2007 2006 
BCO Independent Contractors  8,516   8,011   7,800   8,455   8,403   8,516 
Truck Brokerage Carriers:                        
Approved and active(1)  15,247   14,014   11,077   16,135   16,053   15,247 
Other approved  8,574   8,497   7,144   10,036   9,362   8,574 
              
  23,821   22,511   18,221   26,171   25,415   23,821 
              
Total available truck capacity providers  32,337   30,522   26,021   34,626   33,818   32,337 
              
Number of trucks provided by BCO Independent Contractors  9,205   8,728   8,677   9,039   8,993   9,205 
              
 
 
(1)Active refers to Truck Brokerage Carriers who moved at least one load in the 180 days immediately preceding the fiscal year end.
Historically, the Company’s carrier segment has primarily relied on capacity provided by BCO Independent Contractors. Pursuant to a continuing plan to augment its available capacity and increase its revenue, the Company has been increasing the carrier segment’s use of capacity provided by Truck Brokerage Carriers. The percent of consolidated revenue generated through all Truck Brokerage Carriers was 36.7% during 2006, 35.0% during 2005 and 28.3% during 2004.
 
The Company incurs costs that are directly related to the transportation of freight that include purchased transportation and commissions to agents. The Company incurs indirect costs associated with the transportation of freight that include other operating costs and insurance and claims. In addition, the Company incurs selling, general and administrative costs essential to administering its business operations. Management continually monitors all components of the costs incurred by the Company and establishes annual cost budgets which, in general, are used to benchmark costs incurred on a monthly basis.
 
Purchased transportation represents the amount a BCO Independent Contractor or other third partytransportation capacity provider is paid to haul freight. The amount of purchased transportation paid to a BCO Independent Contractor is primarily based on a contractuallyagreed-upon percentage of revenue generated by the haul. Purchased transportation for the brokerage services operations of the carrier segment is based onpaid to a negotiated rate for each load hauled. Purchased transportation for the brokerage services operations of the global logistics segmentTruck Brokerage Carrier is based on either a negotiated rate for each load hauled or a contractuallyagreed-upon rate. Purchased transportation for thepaid to rail intermodal, air cargo and ocean freight operations of the global logistics segmentcargo carriers is based on contractuallyagreed-upon fixed rates. Purchased transportation paid to bus capacity providers was based on a contractuallyagreed-upon fixed rate. Purchased transportation for bus services is based upon a negotiated rate per mile or per day. Purchased transportation as a percentage of revenue for truck brokeragewith respect to services provided by Truck Brokerage Carriers, rail intermodal carriers, ocean cargo carriers and bus operationscapacity providers is normally higher than that of Landstar’s other transportation operations.provided by BCO Independent Contractors and air cargo carriers. Purchased transportation is the largest component of costs and expenses and, on a consolidated basis, increases or decreases in proportion to the revenue generated through BCO Independent Contractors and other third party capacity providers and revenue from the insurance segment. Purchased transportation costs are recognized upon the completion of freight delivery.
 
Commissions to agents are based on contractuallyagreed-upon percentages of revenue or gross profit, defined as revenue less the cost of purchased transportation, attransportation. No commissions to agents were incurred in connection with the carrier segment and of gross profit at the global logistics segment.2008 Bus Revenue. Commissions to agents as a percentage of consolidated revenue will vary directly with fluctuations in the percentage of consolidated revenue generated by the carrier segment, the global logistics segmentvarious modes of transportation and the insurance segment and with changes in gross profit aton services provided by Truck Brokerage Carriers, rail intermodal carriers, air cargo carriers, ocean cargo carriers and bus capacity providers. Commissions to agents are recognized upon the global logistics segment and the truck brokerage operationscompletion of the carrier segment.freight delivery.
 
Trailing equipment rent,Rent and maintenance costs for Company-provided trailing equipment, BCO Independent Contractor recruiting costs and bad debts from BCO Independent Contractors and independent commission sales agents are the largest components of other operating costs.


23


 
Potential liability associated with accidents in the trucking industry is severe and occurrences are unpredictable. Landstar’s retained liability for individual commercial trucking claims varies depending on when such claims are incurred. For commercial trucking claims incurred prior to June 19, 2003 and subsequent to March 30, 2004, Landstar retains liability up to $5,000,000 per occurrence. For commercial trucking claims


23


incurred from June 19, 2003 through March 30, 2004, Landstar retains liability up to $10,000,000 per occurrence. The Company also retains liability for each general liability claim up to $1,000,000, $250,000 for each workers’ compensation claim and $250,000$100,000 for each cargo claim. For cargo claims incurred prior to May 1, 2008, the Company retains cargo liability up to $250,000 per occurrence. The Company’s exposure to liability associated with accidents incurred by other third party capacity providersTruck Brokerage Carriers, rail intermodal carriers, air cargo carriers and ocean cargo carriers who haultransport freight on behalf of the Company is reduced by various factors including the extent to which they maintain their own insurance coverage. A material increase in the frequency or severity of accidents, cargo claims or workers’ compensation claims or the unfavorable development of existing claims could be expected to materially adversely affecthave a material adverse effect on Landstar’s results of operations.
 
Employee compensation and benefits account for over half of the Company’s selling, general and administrative costs.
 
Depreciation and amortization primarily relate to depreciation of trailing equipment and management information services equipment.
 
Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123R (“FAS 123R”), Share-Based Payment. The Company adopted FAS 123R using the modified retrospective method. Amounts for prior periods have been adjusted to reflect the adoption of FAS 123R.
The following table sets forth the percentage relationships of income and expense items to revenue for the periods indicated:
 
                        
 Fiscal Year  Fiscal Year 
 2006 2005 2004  2008 2007 2006 
Revenue  100.0%  100.0%  100.0%  100.0%  100.0%  100.0%
Investment income  0.2   0.1   0.1   0.1   0.2   0.2 
Costs and expenses:                        
Purchased transportation  75.2   74.7   74.8   76.9   75.8   75.2 
Commissions to agents  8.0   8.1   8.0   7.7   8.1   8.0 
Other operating costs  1.8   1.5   1.8   1.0   1.1   1.8 
Insurance and claims  1.6   2.0   3.0   1.4   2.0   1.6 
Selling, general and administrative  5.3   5.5   6.2   5.2   5.0   5.3 
Depreciation and amortization  0.7   0.6   0.7   0.8   0.8   0.7 
              
Total costs and expenses  92.6   92.4   94.5   93.0   92.8   92.6 
              
Operating income  7.6   7.7   5.6   7.1   7.4   7.6 
Interest and debt expense  0.3   0.2   0.1   0.3   0.3   0.3 
              
Income before income taxes  7.3   7.5   5.5   6.8   7.1   7.3 
Income taxes  2.8   2.9   2.1   2.6   2.7   2.8 
              
Net income  4.5%  4.6%  3.4%  4.2%  4.4%  4.5%
              
 
Fiscal Year Ended December 30, 200627, 2008 Compared to Fiscal Year Ended December 31, 200529, 2007
 
Revenue for the 2008 fiscal year 2006period was $2,513,756,000,$2,643,069,000, an increase of $155,792,000, or 6.3%, compared to revenue of $2,517,828,000 for the 20052007 fiscal year.year period. Revenue increased $104,948,000 and $3,574,000$155,805,000, or 6.4%, at the carrier and insurance segments, respectively, and decreased $112,594,000 at the globaltransportation logistics segment primarily attributabledue to decreaseda 13% increase in revenue hauled by Truck Brokerage Carriers, increased revenue hauled by ocean cargo carriers and increased revenue from bus capacity provided for evacuation assistance related to disaster relief services forthe storms that impacted the United States. With respectGulf Coast in September 2008 (“Bus Revenue”), partially offset by lower revenue hauled by air cargo carriers. The number of loads in the 2008 period hauled by BCO Independent Contractors, Truck Brokerage Carriers, rail intermodal and air cargo carriers, decreased 4%, 3%, 7% and 29% , respectively, compared to the carrier segment, revenue per load increased approximately 5% while the number of loads deliveredhauled in 2006the 2007 period. Loads hauled by ocean cargo carriers increased 16% over the 2007 period. Revenue per load for loads hauled by BCO Independent Contractors, Truck Brokerage Carriers and rail intermodal, air cargo and ocean cargo carriers increased 5%, 16%, 9%, 6% and 37%, respectively, over the 2007 period. The increase in revenue per load hauled by Truck Brokerage Carriers and rail intermodal, air cargo and ocean cargo carriers was partly attributable to increased fuel surcharges identified separately in billings to customers in the 2008 period


24


approximately 1% over the number of loads delivered in 2005. The average length of haul per load at the carrier segment remained approximately the same as prior year, however, revenue per revenue mile increased approximately 5%. Included in revenue at the global logistics segment for the 2006 and 2005 fiscal years was $100,655,000 and $275,929,000, respectively, of revenue related to disaster relief efforts for the storms that impacted the United States. These disaster relief transportation services were provided primarily under a contract between Landstar Express America, Inc. and the United States Department of Transportation/Federal Aviation Administration (the “FAA”). Excluding the number of loads and revenue relatedcompared to the disaster relief efforts provided2007 period. Fuel surcharges on truck brokerage revenue identified separately in billings to customers and included as a component of truck brokerage revenue were $134,230,000 and $85,256,000 in the 2008 and 2007 periods, respectively. Fuel surcharges billed to customers on revenue hauled by the global logistics segment in 2006 and 2005, the number of loads delivered by the global logistics segment in fiscal year 2006 increased approximately 16% over 2005, however, average revenue per load decreased approximately 3%.BCO Independent Contractors are excluded from revenue.
 
Investment income at the insurance segment was $3,339,000 and $5,347,000 in the 2008 and 2007 fiscal year periods, respectively. The decrease in investment income was primarily due to a decreased rate of return, attributable to a general decrease in interest rates, on investments held by the insurance segment in the 2008 period.
Purchased transportation was 76.9% and 75.8% of revenue in the 2008 and 2007 fiscal year periods, respectively. The increase in purchased transportation as a percentage of revenue was primarily attributable to increased rates of purchased transportation paid to Truck Brokerage Carriers and ocean cargo carriers, partially attributable to the increased cost of fuel in 2008, increased revenue hauled by Truck Brokerage Carriers and ocean cargo carriers, both of which tend to have a higher cost of purchased transportation, and the effect of Bus Revenue, which also had a higher rate of purchased transportation. Commissions to agents were 7.7% of revenue in the 2008 period and 8.1% of revenue in the 2007 period. The decrease in commissions to agents as a percentage of revenue was primarily attributable to decreased gross profit, revenue less the cost of purchased transportation, on revenue hauled by Truck Brokerage Carriers. Other operating costs were 1.0% and 1.1% of revenue in the 2008 and 2007 periods, respectively. The decrease in other operating costs as a percentage of revenue was primarily attributable to the effect of increased revenue hauled by Truck Brokerage Carriers and ocean cargo carriers in the 2008 fiscal year period, neither of which incur significant other operating costs, partially offset by lower gains on the sales of trailing equipment in the 2008 period compared to the 2007 period. Insurance and claims were 1.4% of revenue in the 2008 period, compared with 2.0% of revenue in the 2007 period. The decrease in insurance and claims as a percentage of revenue was primarily due to a $5,000,000 charge for the estimated cost of one severe accident that occurred during the first quarter of 2007, favorable development of prior year claims in 2008 and a lower cost of cargo claims in the 2008 period. Selling, general and administrative costs were 5.2% of revenue in the 2008 period, compared with 5.0% of revenue in the 2007 period. The increase in selling, general and administrative costs as a percentage of revenue was primarily attributable to an increased provision for bonuses under the Company’s incentive compensation programs and an increased provision for customer bad debt, partially offset by the effect of increased revenue. Depreciation and amortization was 0.8% of revenue in each of the 2008 and 2007 fiscal year periods.
Interest and debt expense was 0.3% of revenue in each of the 2008 and 2007 fiscal year periods.
The provisions for income taxes for the 2008 and 2007 fiscal year periods were based on estimated full year combined effective income tax rates of approximately 38.2% and 38.4%, respectively, which were higher than the statutory federal income tax rate primarily as a result of state taxes, the meals and entertainment exclusion and non-deductible stock compensation expense.
Net income was $110,930,000, or $2.11 per common share ($2.10 per diluted share), in the 2008 fiscal year period, compared to $109,653,000, or $2.01 per common share ($1.99 per diluted share), in the 2007 fiscal year period.
Fiscal Year Ended December 29, 2007 Compared to Fiscal Year Ended December 30, 2006
Revenue for the 2007 fiscal year period was $2,487,277,000, a decrease of $26,479,000, or 1.1%, compared to the 2006 fiscal year period. Revenue decreased $28,747,000, or 1.2%, at the transportation logistics segment primarily due to a decrease in disaster relief revenue provided under the FAA contract in fiscal year 2007 compared to fiscal year 2006. Revenue for disaster relief services provided under the FAA contract in 2007 and 2006 was $8,511,000 and $100,655,000, respectively, including trailer rental revenue of $2,235,000 and $18,778,000, respectively. Revenue hauled in the 2007 fiscal year period by BCO Independent Contractors, Truck Brokerage Carriers, rail intermodal, ocean cargo and air cargo carriers increased 2%, 2%, 9%, 56%, and 23%, respectively, compared to the 2006 fiscal year period. The number of loads in the 2007 fiscal year period hauled by BCO Independent Contractors, Truck Brokerage Carriers, rail intermodal, ocean


25


cargo and air cargo carriers increased 1%, 3%, 13%, 26% and 32%, respectively, compared to the number of loads hauled in the 2006 fiscal year period. Revenue per load for loads hauled by BCO Independent Contractors and ocean cargo carriers in the 2007 fiscal year period increased 1% and 24%, respectively, over the 2006 fiscal year period, while revenue per load for loads hauled by Truck Brokerage Carriers, rail intermodal and air cargo carriers in the 2007 fiscal year period decreased 2%, 3% and 7%, respectively, compared to the 2006 fiscal year period.
Investment income at the insurance segment was $5,347,000 and $4,250,000 in the 2007 and $2,695,000 for2006 fiscal years 2006 and 2005,year periods, respectively. The increase in investment income was primarily due to an increased rate of return, attributable to a general increase in interest rates, on investments held by the insurance segment and an increase in average investments held at the insurance segment.
 
Purchased transportation was 75.2%75.8% of revenue in 20062007 compared with 74.7%75.2% in 2005.2006. The increase in purchased transportation as a percentage of revenue was primarily attributable to an increase in the portioneffect of decreased revenue generated under the FAA contract, attributablewhich tends to bus, air and fuel delivery services, which have a higherlower cost of purchased transportation, and increased truck brokerage andrates for purchased transportation paid to rail intermodal revenue, which tend to have a higher cost of purchased transportation compared to revenue generated through BCO Independent Contractors,carriers, partially offset by lowerdecreased rates for purchased transportation paid to Truck Brokerage Carriers. Commissions to agents were 8.1% of revenue in 2007 and 8.0% of revenue in 2006 and 8.1% of revenue in 2005.2006. The decreaseincrease in commissions to agents as a percentage of revenue was primarily attributable to the change in the mix ofdecreased revenue generatedfor disaster relief services provided under the FAA contract, in 2006 towards transportation services which tends to have a lower agent commission rate.rate, and increased commissions to agents primarily attributable to increased gross profit on revenue hauled by Truck Brokerage Carriers. Other operating costs were 1.1% of revenue in 2007 and 1.8% of revenue in 2006 and 1.5%2006. The decrease in other operating costs as a percentage of revenue in 2005,was primarily attributable to reduced trailer rental costs incurred in support of disaster relief services provided under the FAA contract, partially offset by reduced other trailer rent expense and maintenance costs, as a result of the Company’s on-going effort to reduce the cost of Company provided trailing equipment.contract. Insurance and claims were 2.0% of revenue in 2007 and 1.6% of revenue in 2006 and 2.0% of revenue in 2005.2006. The decreaseincrease in insurance and claims as a percentage of revenue was primarily attributable to favorable developmenta $5,000,000 charge for the estimated cost of prior year claims in 2006, lower frequency and severityone severe accident that occurred during the first quarter of commercial trucking accidents in 2006,2007 and increased truck brokerage revenue, which has a lowercargo claims risk profile than revenue hauled by BCO Independent Contractors.expense in 2007. Selling, general and administrative costs were 5.3%5.0% of revenue in 20062007 and 5.5%5.3% in 2005.2006. The decrease in selling, general and administrative costs as a percentage of revenue was primarily attributable to a decreased provision for bonuses under the Company’s incentive compensation programs. Depreciation and amortization was 0.8% of revenue in 2007 and 0.7% of revenue in 2006 and 0.6% of revenue in 2005.2006. The increase in depreciation and amortization as a percentage of revenue was primarily due to an increase in Company ownedCompany-owned trailing equipment as opposed to trailing equipment obtained through operating leases.equipment.
 
Interest and debt expense was 0.3% of revenue in 2006both 2007 and 0.2% of revenue in 2005. This increase in interest and debt expense was primarily attributable to increased interest rates on the Company’s revolving credit facility, increased capital lease obligations and increased borrowings under the Company’s credit facility during the first half of 2006, which were used to fund a portion of the December 31, 2005 receivable from the FAA and to fund purchases of the Company’s common stock under its authorized share repurchase program.2006.
 
The provisions for income taxes for the 20062007 and 20052006 fiscal years were based on an estimated full year combined effective income tax raterates of approximately 38.4% and 38.7% for each annual period,, respectively, which isare higher than the statutory federal income tax rate primarily as a result of state income taxes, the meals and entertainment exclusion and non-deductible stock compensation expense. The decrease in the effective income tax rate was primarily attributable to changes in the mix of income apportioned to the states in which the Company generates revenue and previously unrecognized tax benefits for uncertain tax positions that were recognized in 2007 that had reached the statute of limitations. The Company believes that deferred income tax benefits are more likely than not to be realized because of the Company’s ability to generate future taxable earnings.
 
Net income for the 2007 fiscal year was $109,653,000, or $2.01 per common share ($1.99 per diluted share), which included approximately $2,153,000 of operating income related to the $8,511,000 of revenue related to emergency transportation services provided primarily under the FAA contract. The $2,153,000 of operating income, net of related income taxes, increased net income approximately $1,325,000, or $0.02 per common share ($0.02 per diluted share). Net income for the 2006 fiscal year was $113,085,000, or $1.95 per common share ($1.93 per diluted share), which included approximately $14,590,000 of operating income related to the $100,655,000 of revenue related to emergency transportation services provided primarily under the FAA contract. The $14,590,000 of operating income, net of related income taxes, increased net income approximately $8,944,000, or $0.15 per


25


common share ($0.15 per diluted share). Net income for the 2005 fiscal year was $115,598,000, or $1.95 per common share ($1.91 per diluted share), which included approximately $51,945,000 of operating income related to the $275,929,000 of revenue related to emergency transportation services provided primarily under the FAA contract. The $51,945,000 of operating income, net of related income taxes, increased net income approximately $31,626,000, or $0.53 per common share ($0.52 per diluted share).
Fiscal Year Ended December 31, 2005 Compared to Fiscal Year Ended December 25, 2004
Revenue for the fiscal year 2005 was $2,517,828,000, an increase of $497,892,000, or 24.6%, compared to revenue for the 2004 fiscal year. Revenue increased $236,806,000, $260,214,000 and $872,000 at the carrier, global logistics and insurance segments, respectively. With respect to the carrier segment, revenue per load increased approximately 11% while the number of loads delivered in 2005 increased approximately 5% over the number of loads delivered in 2004. The average length of haul per load at the carrier segment increased approximately 3% and revenue per revenue mile increased approximately 7%. Included in revenue at the global logistics segment for the 2005 and 2004 fiscal years was $275,929,000 and $63,790,000, respectively, of revenue related to disaster relief efforts for the storms that impacted the United States. These emergency transportation services were provided primarily under a contract between Landstar Express America, Inc. and the United States Department of Transportation/Federal Aviation Administration (the “FAA”). Excluding the number of loads and revenue related to the disaster relief efforts provided by the global logistics segment in 2005 and 2004, the number of loads delivered by the global logistics segment in fiscal year 2005 increased approximately 3% over 2004 and average revenue per load increased approximately 7%. The increase in average revenue per load was primarily attributable to an increase in the average length of haul of truck brokerage loads.
Investment income at the insurance segment was $2,695,000 and $1,346,000 for fiscal years 2005 and 2004, respectively. The increase in investment income was primarily due to an increased rate of return attributable to a general increase in interest rates on investments held by the insurance segment.
Purchased transportation was 74.7% of revenue in 2005 compared with 74.8% in 2004. The decrease in purchased transportation as a percentage of revenue was primarily attributable to increased revenue provided for disaster relief services under the FAA contract which tends to have a lower cost of purchased transportation and lower rates paid to Truck Brokerage Carriers for non-FAA related revenue. These reductions in costs were partially offset by an increase in revenue generated through truck brokerage which tends to have a higher cost of purchased transportation compared to revenue generated through BCO Independent Contractors. Commissions to agents were 8.1% of revenue in 2005 and 8.0% of revenue in 2004. The increase in commissions to agents as a percentage of revenue was primarily attributable to a change in revenue mix and the increase in gross profit on truck brokerage loads. Other operating costs were 1.5% of revenue in 2005 and 1.8% of revenue in 2004, primarily due to increased brokerage revenue, which does not incur significant other operating costs, and reduced trailer maintenance and repair costs, reflecting a reduction in the average age of Company provided trailing equipment. Insurance and claims were 2.0% of revenue in 2005 and 3.0% of revenue in 2004. The decrease in insurance and claims as a percentage of revenue was primarily attributable to $7,600,000 of costs incurred to settle one severe accident that occurred early in fiscal year 2004, favorable development of prior year claims in 2005 and increased truck brokerage revenue, which has a lower claims risk profile than revenue hauled by BCO Independent Contractors. Selling, general and administrative costs were 5.5% of revenue in 2005 and 6.2% in 2004. The decrease in selling, general and administrative costs as a percentage of revenue was primarily due to the effect of increased revenue, partially offset by an increased provision for bonuses under the Company’s incentive compensation programs. Depreciation and amortization was 0.6% of revenue in 2005 and 0.7% of revenue in 2004. The decrease in depreciation and amortization as a percentage of revenue was due to the effect of increased revenue in 2005.
Interest and debt expense was 0.2% of revenue in 2005 and 0.1% of revenue in 2004. This increase was primarily attributable to increased interest rates on the Company’s revolving credit facility, increased capital lease obligations and increased borrowings under the Company’s credit facility, partially offset by the effect of increased revenue.


26


The provisions for income taxes for the 2005 and 2004 fiscal years were based on estimated full year combined effective income tax rates of approximately 38.7% and 38.6%, respectively, which are higher than the statutory federal income tax rate primarily as a result of state income taxes and the meals and entertainment exclusion and non-deductible stock compensation expense. The increase in the combined effective income tax rate was primarily attributable to increased apportionment of income to states having higher tax rates and changes in tax laws enacted by a number of states in which the Company operates.
Net income for the 2005 fiscal year was $115,598,000, or $1.95 per common share ($1.91 per diluted share), which included approximately $51,945,000 of operating income related to the $275,929,000 of revenue related to emergency transportation services provided primarily under the FAA contract. The $51,945,000 of operating income, net of related income taxes, increased net income approximately $31,626,000, or $0.53 per common share ($0.52 per diluted share). Net income for the 2004 fiscal year was $67,837,000, or $1.13 per common share ($1.10 per diluted share), which included the $7,600,000 charge to settle one accident referenced above. This charge, net of related income tax benefits, reduced 2004 net income by $4,900,000, or $0.08 per common share ($0.08 per diluted share). Also included in net income for the 2004 fiscal year is approximately $11,847,000 of operating income related to the $63,790,000 of revenue related to emergency transportation services provided primarily under the FAA contract. The $11,847,000 of operating income, net of related income taxes, increased net income approximately $7,314,000, or $0.12 per common share ($0.12 per diluted share).
Use of Non-GAAP Financial Measures
In this annual report onForm 10-K, Landstar provided the following information that may be deemed non-GAAP financial measures for the 2006, 2005 and 2004 fiscal years: (1) revenue per load for the global logistics segment excluding revenue and loads related to disaster relief transportation services provided primarily under a contract with the FAA and (2) the percentage change in revenue per load for the global logistics segment excluding revenue and loads related to disaster relief transportation services provided primarily under a contract with the FAA as compared to revenue per load for the global logistics segment for the corresponding prior year periods. Each of the foregoing financial measures should be considered in addition to, and not as a substitute for, the corresponding GAAP financial information also presented in thisForm 10-K.
Management believes that it is appropriate to present this financial information for the following reasons: (1) a significant portion of the disaster relief transportation services were provided under the FAA contract on the basis of a daily rate for the use of transportation equipment in question, and therefore load and per load information is not necessarily available or appropriate for a significant portion of the related revenue, (2) disclosure of the effect of the transportation services provided by Landstar relating to disaster relief efforts for the storms that impacted the United States will allow investors to better understand the underlying trends in Landstar’s financial condition and results of operations, (3) this information will facilitate comparisons by investors of Landstar’s results as compared to the results of peer companies and (4) management considers this financial information in its decision making.
Capital Resources and Liquidity
 
Shareholders’ equity was $230,274,000,$253,136,000, or 64%65% of total capitalization (defined as total debt plus equity), at December 30, 2006,27, 2008, compared with $255,689,000,$180,786,000, or 60%52% of total capitalization, at December 31, 2005.29, 2007. The decreaseincrease in shareholders’ equity was primarily attributable toa result of net income and the effect of the exercises of stock options during the period, partially offset by the purchase of 3,697,7261,303,778 shares of the Company’s common stock at a total cost of $156,492,000, partially offset by current year net income.$51,576,000 and dividends paid. The Company paid $0.155 per share, or $8,136,000, in cash dividends during 2008. It is the intention of the Board of Directors to continue to pay a quarterly dividend. As of December 30, 2006,27, 2008, the Company may purchase an additional 827,5011,430,623 shares of its common stock under its authorized stock purchase program. Long-term debt including current maturities was $129,321,000$136,445,000 at December 30, 2006,27, 2008, compared to $166,973,000$164,753,000 at December 31, 2005. 29, 2007.
Working capital and the ratio of current assets to current liabilities were $221,168,000$238,817,000 and 1.92.0 to 1, respectively, at December 30, 2006,27, 2008, compared with $317,359,000$184,078,000 and 2.11.7 to 1, respectively, at December 31, 2005.29, 2007. 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 $292,168,000$119,689,000 in 20062008 compared with cash used by operating activities of $507,000 in 2005. Included in


27


accounts receivable at December 31, 2005 was trade accounts receivable due from various departments of the United States Government of $226,057,000, which included $215,250,000 in trade receivables from disaster relief services provided under the contract with the FAA. The increase in cash provided by operating activities of $140,608,000 in 20062007. The decrease in cash flow provided by operating activities was primarily dueattributable to the collectiontiming of the receivables resulting in large part from revenue related to the emergency transportation services provided under the FAA contract during 2006.collections of trade receivables.
 
On July 8, 2004,June 27, 2008, Landstar renegotiated its existingentered into a credit agreement with a syndicate of banks and JPMorgan Chase Bank, N.A., as administrative agent (the “Fourth Amended and Restated Credit“Credit Agreement”). The Fourth Amended and Restated Credit Agreement, which expires on July 8, 2009,June 27, 2013, provides $225,000,000 of borrowing capacity in the form of a revolving credit facility, $75,000,000 of which may be utilized in the form of letter of credit guarantees. The initial borrowing of $67,000,000 under the Credit Agreement was used to refinance $67,000,000 of outstanding borrowings under the prior credit agreement, which was terminated in connection with entering into the Credit Agreement.
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 defined 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 in the event 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, among other things, that a person or group acquires 25% or more of the outstanding capital stock of the Company or obtains power to elect a majority of the Company’s directors. None of these covenants are presently considered by management 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 30, 2006,27, 2008, the Company had $60,000,000$70,000,000 in borrowings outstanding and $27,219,000$28,032,000 of letters of credit outstanding under its Fourth Amended and Restatedthe Credit Agreement. At December 30, 2006,27, 2008, there was $137,781,000$126,968,000 available for future borrowings under the Company’s Fourth Amended and Restated Credit Agreement. In addition, the Company has $42,703,000$44,545,000 in letters of credit outstanding, as collateral for insurance claims, that are secured by investments and cash equivalents totaling $44,654,000.
Borrowings under the Fourth Amended and Restated Credit Agreement bear interest$46,189,000. Investments, all of which are carried at rates equalfair value, consist of investment-grade bonds having maturities of up to at the optionfive years. Fair value of Landstar, either (i) the greatest of (a) the prime rate as publicly announced from time to time by JPMorgan Chase Bank, (b) the three month CD rate adjusted for statutory reserves and FDIC assessment costs plus 1% and (c) the federal funds effective rate plus 1/2%, or, (ii) the rate at the time offered to JPMorgan Chase Bank in the Eurodollarinvestments is based primarily on quoted market for amounts and periods comparable to the relevant loan plus a margin that is determined based on the level of the Company’s Leverage Ratio, as defined in the Fourth Amended and Restated Credit Agreement. The margin is subject to an increase of 0.125% if the aggregate amount outstanding under the Fourth Amended and Restated Credit Agreement exceeds 50% of the total borrowing capacity. As of December 30, 2006, the margin was equal to 75.0/100 of 1%.prices.
The unused portion of the Fourth Amended and Restated Credit Agreement carries a commitment fee determined based on the level of the Leverage Ratio, as therein defined. As of December 30, 2006, the commitment fee for the unused portion of the Fourth Amended and Restated Credit Agreement was 0.20%. At December 30, 2006, the weighted average interest rate on borrowings outstanding under the Fourth Amended and Restated Credit Agreement was 5.975%.
The Fourth Amended and Restated Credit Agreement contains a number of covenants that limit, among other things, the incurrence of additional indebtedness, the incurrence of operating or capital lease obligations and the purchase of operating property. The Fourth Amended and Restated Credit Agreement also requires Landstar to meet certain financial tests. Landstar is required to, among other things, maintain minimum levels of consolidated Net Worth and Fixed Charge Coverage and limit its borrowings to a specified ratio of indebtedness to earnings before interest, taxes, depreciation and amortization (the “Leverage Ratio”), as each is defined in the Fourth Amended and Restated Credit Agreement. Under the most restrictive covenant, the Fixed Charge Coverage, fixed charges were $83,706,000 lower than the maximum amount allowed at December 30, 2006.
The Fourth Amended and Restated Credit Agreement provides for an event of default related to a person or group acquiring 25% or more of the outstanding capital stock of the Company or obtaining the power to elect a majority of the Company’s directors.
Borrowings under the Fourth Amended and Restated Credit Agreement are unsecured, however, Landstar System, Inc., LSHI and all but one subsidiary guarantee the obligations under the Fourth Amended and Restated Credit Agreement.
The Fourth Amended and Restated Credit Agreement provides for a restriction on cash dividends on the Company’s capital stock only to the extent there is an event of default under the Fourth Amended and Restated Credit Agreement.


28


 
Historically, the Company has generated sufficient operating cash flow to meet its debt service requirements, fund continued growth, both internal 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 a non-asset based provider of transportation capacity and logistics services, the Company’s annual capital requirements for operating property are generally for trailerstrailing equipment and management information services equipment. In addition, a significant portion of the trailing equipment used by the Company is provided by third party capacity providers, and through leases at rental rates that vary with the revenue generated through the use of the leased equipment, thereby reducing the Company’s capital requirements.


27


During 2008, 2007 and 2006, the Company purchased $8,289,000, $6,514,000 and $4,173,000, respectively, of operating property and acquired $4,802,000, $36,046,000 and $36,594,000, respectively, of trailing equipment by entering into capital leases. Landstar anticipates acquiring approximately $46,000,000 of operating property during fiscal year 2007 either by purchase or by lease financing. Prior to 2003, the Company historically funded its acquisition of Company provided fixed cost trailing equipment using capital leases. During 2004 and 2003, the Company acquired van trailing equipment under a long-term operating lease at a fixed monthly rental price per trailer. During 2009, Landstar anticipates purchasing approximately $10,000,000 of the trailing equipment that has been operated under a previously existing operating lease that is set to expire in 2009. In addition, Landstar anticipates purchasing approximately $12,000,000 in operating property, primarily new trailing equipment to replace older trailing equipment, and information technology equipment during fiscal year 2009 either by purchase or lease financing. The Company does not currently anticipate any other significant capital requirements in 2007.2009.
 
Since January 1997, the Company has purchased $588,220,000$816,386,000 of its common stock under programs authorized by the Board of Directors of the Company in open market and private block transactions. The Company has used cash provided by operating activities and borrowings on the Company’s revolving credit facilities to fund the purchases.
 
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 requirement, fund continued growth, both internal and through acquisitions, pay dividends, complete the authorized share purchase program and meet working capital needs.
Contractual Obligations and Commitments
 
At December 30, 2006,27, 2008, the Company’s obligations and commitments to make future payments under contracts, such as debt and lease agreements, were as follows (in thousands):
 
                                        
 Payments Due By Period  Payments Due by Period 
   Less Than
 1-3
 4-5
 More Than
    Less than
 1-3
 4-5
 More than
 
Contractual Obligation
 Total 1 Year Years Years 5 Years  Total 1 Year Years Years 5 Years 
Long-term debt $60,000      $60,000          $70,000          $70,000     
Capital lease obligations  76,915  $21,857   36,761  $18,297       71,912  $27,591  $38,024   6,297     
Operating leases  28,155   7,241   10,373   4,605  $5,936   16,031   4,338   5,640   4,187  $1,866 
                      
 $165,070  $29,098  $107,134  $22,902  $5,936  $157,943  $31,929  $43,664  $80,484  $1,866 
                      
 
Long-term debt represents borrowings under the Fourth Amended and Restated Credit Agreement and does not include interest. Capital lease obligations above include $7,594,000$5,467,000 of imputed interest. Operating leases primarily include $15,553,000$11,866,000 related to the Company’s main office facility located in Jacksonville, Florida and $9,518,000 related to a long-term operating lease for trailing equipment.Florida.
At December 27, 2008, the Company has gross unrecognized tax benefits of $16,110,000. This amount is excluded from the table above as the Company cannot reasonably estimate the period of cash settlement with the respective taxing authorities.
 
Off-Balance Sheet Arrangements
 
As of December 30, 2006,27, 2008, the Company had no off-balance sheet arrangements, other than operating leases as disclosed in the table of Contractual Obligations and Commitments above, that have or are reasonably likely to have a current or future material effect on the Company’s financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.
 
Legal Matters
 
On November 1, 2002,As further described in periodic and current reports previously filed by the Company with the Securities and Exchange Commission, the Company and certain of its subsidiaries (the “Defendants”) are defendants in a suit (the “Litigation”) brought in the United States District Court for the Middle District of Florida (the “District Court”) by the Owner-Operator Independent Drivers Association, Inc. (“OOIDA”) and certain four former


28


BCO Independent Contractors (as defined below) (collectively(the “Named Plaintiffs” and, with OOIDA, the “Plaintiffs”) filed a putative class action complaint on behalf of all independent contractors who provide truck capacity to the Company and its subsidiaries under exclusive lease arrangements (“BCO(the “BCO Independent Contractors”) in the United States District Court for the Middle District of Florida (the “Court”) in Jacksonville, Florida, against the Company and certain of its subsidiaries, which was amended on April 7, 2005 (the “Amended Complaint”). The


29


Amended Complaint alleges Plaintiffs allege that certain aspects of the Company’s motor carrier leases and related practices with its BCO Independent Contractors violate certain federal leasing regulations and seeksseek injunctive relief, an unspecified amount of damages and attorney’sattorneys’ fees. On August 30, 2005, the Court granted a motion by the Plaintiffs to certify the case as a class action.
 
On October 6, 2006,March 29, 2007, the District Court denied the request by Plaintiffs for injunctive relief, entered a judgment in favor of the Defendants and issued written orders setting forth its rulings related to the decertification of the plaintiff class and other important elements of the Litigation relating to liability, injunctive relief and monetary relief. The Plaintiffs filed an appeal with the United States Court of Appeals for the Eleventh Circuit (the “Appellate Court”) of certain of the District Court’s rulings in favor of the Defendants. The Defendants asked the Appellate Court to affirm such rulings and filed a cross-appeal with the Appellate Court with respect to certain other rulings of the District Court.
On September 3, 2008, the Appellate Court issued a summary judgmentits ruling, which, found, among other things, affirmed the District Court’s rulings that (1) the lease agreements of(i) the Defendants (as defined below) literally compliedare not prohibited by the applicable federal leasing regulations from charging administrative or other fees to BCO Independent Contractors in connection with voluntary programs offered by the requirements of Section 376.12(d)Defendants through which a BCO Independent Contractor may purchase discounted products and services for a charge that is deducted against the compensation payable to the BCO Independent Contractor (a “Charge-back Deduction”), (ii) the Plaintiffs are not entitled to restitution or disgorgement with respect to violations by Defendants of the applicable federal leasing regulations in regards to provisions relating to reductions to revenue derived from freight uponbut instead may recover only actual damages, if any, which BCO Independent Contractors’ compensation is calculated, (2) charge-back amounts which include fees and profits to the motor carrier are not unlawful under Section 376.12(h) and (3) the Defendants had violated 376.12(h) of the regulations by failing to provide access to documents to determine the validity of certain charges. On January 12, 2007, the Court ruled that the monetary remedy available to the Plaintiffs would be limited to damagesthey sustained as a result of any such violations and (iii) the violation and rejected Plaintiffs’ request for equitable relief in the form of restitution or disgorgement.
On January 16, 2007, the Court ordered the decertification of the classclaims of BCO Independent Contractors may not be handled on a class action basis for purposes of determining remedies. Immediately thereafter, the trial commenced for purposesamount of determining what remedies,actual damages, if any, would be awarded tothey sustained as a result of any violations. Further, the remaining named BCO Independent Contractor Plaintiffs against the following subsidiariesanalysis of the Company: Landstar Inway, Inc., Landstar Ligon, Inc. and Landstar Ranger, Inc. (the “Defendants”). On January 18, 2007, in response to a motion filed byAppellate Court confirmed the Defendants following the presentationabsence of any violations alleged by the Plaintiffs of their casethe federal leasing regulations with respect to the written terms of all leases currently in chief, the Court granted judgment as a matter of law in favor ofuse between the Defendants and statedBCO Independent Contractors.
However, the ruling of the Appellate Court reversed the District Court’s rulings (i) that an old version of the lease formerly used by Defendants but not in use with any current BCO Independent Contractor complied with applicable disclosure requirements under the federal leasing regulations with respect to adjustments to compensation payable to BCO Independent Contractors on certain loads sourced from the U.S. Dept. of Defense, and (ii) that the Defendants had provided sufficient documentation to BCO Independent Contractors under the applicable federal leasing regulations relating to how the component elements of Charge-back Deductions were computed. The Appellate Court then remanded the case to the District Court to permit the Plaintiffs had failed to presentseek injunctive relief with respect to these violations of the federal leasing regulations and to hold an evidentiary hearing to give the Named Plaintiffs an opportunity to produce evidence of any damages they actually sustained as a result of such violations.
Each of the parties to the Litigation has filed a petition with the Appellate Court seeking rehearing of the Appellate Court’s ruling; however, there can be no assurance that any petition for rehearing will be granted.
Although no assurances can be given with respect to the outcome of the Litigation, including any possible award of attorneys’ fees to the Plaintiffs, hadthe Company believes that (i) no Plaintiff has sustained any actual damages as a result of any violationviolations by the Defendants of the applicable federal leasing regulations. Onregulations and (ii) injunctive relief, if any, that date,may be granted by the District Court also ruled that accesson remand is unlikely to documents describinghave a third party vendor’s charges to determine the validity of charge-back amounts under 376.12(h) was not required under Defendants’ current lease with respect to programs where the lease contains a price to a BCO Independent Contractor that is not calculatedmaterial adverse financial effect on the basis of a third party vendor’s charge to the Defendants. Plaintiffs’ request for injunctive relief remains pending. Upon entry by the Court of a written final Judgment, the Plaintiffs will have the right to appeal the Court’s rulings.Company.
 
The Company is involved in certain other claims and pending litigation arising from the normal conduct of business. Based on knowledge of the facts and, in certain cases, opinions of outside counsel, management believes that adequate provisions have been made for probable losses with respect to the resolution of all such other claims and pending litigation and that the ultimate outcome, after provisions thereof,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.


29


Critical Accounting Policies and Estimates
 
The allowance for doubtful accounts for both trade and other receivables represents management’s estimate of the amount of outstanding receivables that will not be collected. Historically, management’s estimates for uncollectible receivables have been materially correct. During 2008, the Company experienced a higher level of customer bad debt expense than experienced in any of the previous five years. Management believes this resulted from the difficult economic environment experienced by the Company’s customers. Although management believes the amount of the allowance for both trade and other receivables at December 30, 200627, 2008 is appropriate, a prolonged period of low or no economic growth may adversely affect the collection of these receivables. Conversely, a more robust economic environment may result in the realization of some portion of the estimated uncollectible receivables.
 
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 management. Historically, the Company has experienced both favorable and unfavorable development of prior year claims estimates. 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 year claims estimates. During fiscal years 20062008, 2007 and 2005,2006, insurance and claims costs included $7,739,000$9,968,000, $8,296,000 and $1,525,000,$7,739,000, respectively, of favorable adjustments to prior years claims estimates. During fiscal year 2004, insurance and claims costs included


30


$4,390,000, of unfavorable adjustments to prior years claims estimates. It is reasonably likely that the ultimate outcome of settling all outstanding claims will be more or less than the estimated claims reserve at December 30, 2006.27, 2008.
 
The Company utilizes certain income tax planning strategies to reduce its overall cost of income taxes. Upon audit, it is possible that certain strategies might be disallowed resulting in an increased liability for income taxes. Certain of these tax planning strategies result in a level of uncertainty as to whether the related tax positions taken by the Company will result in a recognizable benefit. The Company has provided for its estimated exposure attributable to such tax positions due to the corresponding level of uncertainty with respect to the amount of income tax planning strategies.benefit that may ultimately be realized. Management believes that the provision for liabilities resulting from the implementation ofuncertainty in such income tax planning strategiespositions is appropriate. To date, the Company has not experienced an examination by governmental revenue authorities that would lead management to believe that the Company’s past provisions for exposures related to the uncertainty of such income tax planning strategiespositions are not appropriate.
 
Significant variances from management’s estimates for the amount of uncollectible receivables, the ultimate resolution of self-insured claims or the provision for liabilities foruncertainty in income tax planning strategiespositions can all 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.
 
Effects of Inflation
 
Management does not believe inflation has had a material impact on the results of operations or financial condition of Landstar in the past five years. However, inflation higher than that experienced in the past five years might have an adverse effect on the Company’s results of operations.
 
Seasonality
 
Landstar’s operations are subject to seasonal trends common to the trucking industry. Results of operations for the quarter ending in March are typically lower than the quarters ending June, September and December.


30


Recently Issued Accounting Standards Not Currently Effective
In June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN No. 48”). FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return based on whether it is more likely than not that certain return positions will be sustained upon examination by taxing authorities. Implementation of FIN No. 48 is required for fiscal years beginning after December 15, 2006. Management believes that the implementation of FIN No. 48 will not have a material effect on the financial position or results of operations of the Company.
Item 7a.  Quantitative and Qualitative Disclosures about Market Risk
 
The Company is exposed to changes in interest rates as a result of its financialfinancing activities, primarily its borrowings underon the revolving credit facility, and investing activities with respect to investments held by the insurance segment.
 
On July 8, 2004,June 27, 2008, Landstar entered into a new senior credit facilityagreement with a syndicate of banks and JPMorgan Chase Bank, N.A., as administrative agent (the “Fourth Amended and Restated Credit“Credit Agreement”). The Fourth Amended and Restated Credit Agreement, which expires on July 8, 2009,June 27, 2013, provides $225,000,000 of borrowing capacity in the form of a revolving credit facility, $75,000,000 of which may be utilized in the form of letter of credit guarantees.
 
Borrowings under the Fourth Amended and Restated Credit Agreement bear interest at rates equal to, at the option of Landstar,the Company, either (i) the greatestgreater of (a) the prime rate as publicly announced from time to time by JPMorgan Chase Bank, (b) the three month CD rate adjusted for statutory reservesN.A. and FDIC assessment costs


31


plus 1% and (c)(b) the federal funds effective rate plus 1/2%.5%, or, (ii) the rate at the time offered to JPMorgan Chase Bank, N.A. in the Eurodollar market for amounts and periods comparable to the relevant loan plus, in either case, a margin that is determined based on the level of the Company’s Leverage Ratio, as defined in the Fourth Amended and Restated Credit Agreement. The margin is subject to an increase of 0.125% if the aggregate amount outstanding under the Fourth Amended and Restated Credit Agreement exceeds 50% of the borrowing capacity. As of December 30, 2006,27, 2008, the weighted average interest rate on borrowings outstanding was 5.975%2.63%. During fiscal 2006,the fourth quarter of 2008, the average outstanding balance under the Fourth Amended and Restated Credit Agreement was approximately $83,280,000.$84,500,000. Based on the borrowing rates in the Fourth Amended and Restated Credit Agreement and the repayment terms, the fair value of the outstanding borrowings as of December 30, 200627, 2008 was estimated to approximate carrying value. Assuming that debt levels on the Fourth Amended and Restated Credit Agreement remain at $60,000,000,$70,000,000, the balance at December 30, 2006,27, 2008, a hypothetical increase of 100 basis points in current rates provided for under the Fourth Amended and Restated Credit Agreement is estimated to result in an increase in interest expense of $600,000$700,000 on an annualized basis.
 
BorrowingsAll amounts outstanding under the Fourth Amended and Restated Credit Agreement are unsecured, however, Landstar System, Inc., LSHI and all but one subsidiary guaranteepayable on June 27, 2013, the obligations underexpiration date of the Fourth Amended and Restated Credit Agreement.
 
Long-term investments, all of which areavailable-for-sale, consist of investment gradeinvestment-grade bonds having maturities of up to twofive years. Assuming that the long-term portion of investments in bonds remains at $2,884,000,$14,431,000, the balance at December 30, 2006,27, 2008, 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 gradeinvestment-grade instruments and the current maturities of investment gradeinvestment-grade bonds. Accordingly, any future interest rate risk on these short-term investments would not be material.
Assets and liabilities of the Company’s Canadian operation 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 net assets held at Landstar’s Canadian subsidiary at December 27, 2008 was, as translated to U.S. dollars, less than 1% of total consolidated net assets. Accordingly, any translation gain or loss related to the Canadian operation would not be material.


3231


Item 8.  Financial Statements and Supplementary Data
 
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
 
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
 
                
 Dec. 30,
 Dec. 31,
  Dec. 27,
 Dec. 29,
 
 2006 2005  2008 2007 
ASSETS
ASSETS
ASSETS
Current Assets                
Cash and cash equivalents $91,491  $29,398  $98,904  $60,750 
Short-term investments  21,548   20,693   23,479   22,921 
Trade accounts receivable, less allowance of $4,834 and $4,655  318,983   534,274 
Other receivables, including advances to independent contractors, less allowance of $4,512 and $4,342  14,198   11,384 
Trade accounts receivable, less allowance of $6,230 and $4,469  315,065   310,258 
Other receivables, including advances to independent contractors, less allowance of $4,298 and $4,792  10,083   11,170 
Deferred income taxes and other current assets  25,142   21,106   27,871   28,554 
          
Total current assets  471,362   616,855   475,402   433,653 
          
Operating property, less accumulated depreciation and amortization of $77,938 and $68,561  110,957   89,131 
Operating property, less accumulated depreciation and amortization of $106,635 and $88,284  124,178   132,369 
Goodwill  31,134   31,134   31,134   31,134 
Other assets  33,198   28,694   32,816   31,845 
          
Total assets $646,651  $765,814  $663,530  $629,001 
          
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities                
Cash overdraft $25,435  $29,829  $32,065  $25,769 
Accounts payable  122,313   164,509   105,882   117,122 
Current maturities of long-term debt  18,730   12,122   24,693   23,155 
Insurance claims  25,238   27,887   23,545   28,163 
Accrued compensation  11,993   20,299 
Accrued income taxes  12,239   14,865 
Other current liabilities  46,485   44,850   38,161   40,501 
          
Total current liabilities  250,194   299,496   236,585   249,575 
          
Long-term debt, excluding current maturities  110,591   154,851   111,752   141,598 
Insurance claims  36,232   37,840   38,278   37,631 
Deferred income taxes  19,360   17,938   23,779   19,411 
Shareholders’ Equity                
Common stock, $0.01 par value, authorized 160,000,000 shares, issued 64,993,143 and 64,151,902 shares  650   642 
Common stock, $0.01 par value, authorized 160,000,000 shares, issued 66,109,547 and 65,630,383 shares  661   656 
Additional paid-in capital  108,020   84,532   154,533   132,788 
Retained earnings  499,273   392,549   704,331   601,537 
Cost of 9,028,009 and 5,344,883 shares of common stock in treasury  (377,662)  (221,776)
Accumulated other comprehensive loss  (7)  (211)
Note receivable arising from exercise of stock options      (47)
Cost of 14,424,887 and 13,121,109 shares of common stock in treasury  (605,828)  (554,252)
Accumulated other comprehensive income (loss)  (561)  57 
          
Total shareholders’ equity  230,274   255,689   253,136   180,786 
          
Total liabilities and shareholders’ equity $646,651  $765,814  $663,530  $629,001 
          
See accompanying notes to consolidated financial statements.


32


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
             
  Fiscal Years Ended 
  Dec. 27,
  Dec. 29,
  Dec. 30,
 
  2008  2007  2006 
 
Revenue $2,643,069  $2,487,277  $2,513,756 
Investment income  3,339   5,347   4,250 
Costs and expenses:            
Purchased transportation  2,033,384   1,884,207   1,890,755 
Commissions to agents  203,058   200,630   199,775 
Other operating costs  28,033   28,997   45,700 
Insurance and claims  36,374   49,832   39,522 
Selling, general and administrative  137,758   125,177   134,239 
Depreciation and amortization  20,960   19,088   16,796 
             
Total costs and expenses  2,459,567   2,307,931   2,326,787 
             
Operating income  186,841   184,693   191,219 
Interest and debt expense  7,351   6,685   6,821 
             
Income before income taxes  179,490   178,008   184,398 
Income taxes  68,560   68,355   71,313 
             
Net income $110,930  $109,653  $113,085 
             
Earnings per common share $2.11  $2.01  $1.95 
             
Diluted earnings per share $2.10  $1.99  $1.93 
             
Average number of shares outstanding:            
Earnings per common share  52,503,000   54,681,000   57,854,000 
             
Diluted earnings per share  52,854,000   55,156,000   58,654,000 
             
Dividends paid per common share $0.155  $0.135  $0.110 
             
 
See accompanying notes to consolidated financial statements.


33


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF INCOMECASH FLOWS
(Dollars in thousands, except per share amounts)thousands)
 
             
  Fiscal Years Ended 
  Dec. 30,
  Dec. 31,
  Dec. 25,
 
  2006  2005  2004 
 
Revenue $2,513,756  $2,517,828  $2,019,936 
Investment income  4,250   2,695   1,346 
Costs and expenses:            
Purchased transportation  1,890,755   1,880,431   1,510,963 
Commissions to agents  199,775   203,730   161,011 
Other operating costs  45,700   36,709   37,130 
Insurance and claims  39,522   50,166   60,339 
Selling, general and administrative  134,239   140,345   124,357 
Depreciation and amortization  16,796   15,920   13,959 
             
Total costs and expenses  2,326,787   2,327,301   1,907,759 
             
Operating income  191,219   193,222   113,523 
Interest and debt expense  6,821   4,744   3,025 
             
Income before income taxes  184,398   188,478   110,498 
Income taxes  71,313   72,880   42,661 
             
Net income $113,085  $115,598  $67,837 
             
Earnings per common share $1.95  $1.95  $1.13 
             
Diluted earnings per share $1.93  $1.91  $1.10 
             
Average number of shares outstanding:            
Earnings per common share  57,854,000   59,199,000   60,154,000 
             
Diluted earnings per share  58,654,000   60,413,000   61,757,000 
             
Dividends paid per common share $0.11  $0.05     
             
             
  Fiscal Years Ended 
  Dec. 27,
  Dec. 29,
  Dec. 30,
 
  2008  2007  2006 
 
OPERATING ACTIVITIES            
Net income $110,930  $109,653  $113,085 
Adjustments to reconcile net income to net cash provided by operating activities:            
Depreciation and amortization of operating property  20,960   19,088   16,796 
Non-cash interest charges  196   174   174 
Provisions for losses on trade and other accounts receivable  6,937   4,100   5,349 
Losses (gains) on sales and disposals of operating property, net  176   (1,648)  (475)
Deferred income taxes, net  3,873   521   3,297 
Stock-based compensation  6,636   7,610   6,908 
Director compensation paid in common stock  634   678   265 
Changes in operating assets and liabilities:            
Decrease (increase) in trade and other accounts receivable  (10,657)  7,653   207,128 
Decrease (increase) in other assets  28   (3,207)  (7,761)
Decrease in accounts payable  (11,240)  (5,191)  (42,196)
Decrease in other liabilities  (4,813)  (3,147)  (6,145)
Increase (decrease) in insurance claims  (3,971)  4,324   (4,257)
             
NET CASH PROVIDED BY OPERATING ACTIVITIES  119,689   140,608   292,168 
             
INVESTING ACTIVITIES            
Net change in other short-term investments  (7,887)  3,272   (4,462)
Sales and maturities of investments  13,801   44,224   42,334 
Purchases of investments  (6,921)  (48,266)  (41,239)
Purchases of operating property  (8,289)  (6,514)  (4,173)
Proceeds from sales of operating property  146   3,708   2,620 
             
NET CASH USED BY INVESTING ACTIVITIES  (9,150)  (3,576)  (4,920)
             
FINANCING ACTIVITIES            
Increase (decrease) in cash overdraft  6,296   334   (4,394)
Proceeds from repayment of note receivable arising from exercise of stock options        47 
Dividends paid  (8,136)  (7,389)  (6,361)
Proceeds from exercises of stock options  12,249   12,862   10,533 
Excess tax benefit on stock option exercises  2,231   3,624   5,758 
Borrowings on revolving credit facility  87,000   58,000   5,000 
Purchases of common stock  (51,576)  (176,590)  (156,492)
Principal payments on long-term debt and capital lease obligations  (120,110)  (58,614)  (79,246)
             
NET CASH USED BY FINANCING ACTIVITIES  (72,046)  (167,773)  (225,155)
             
Effect of exchange rate changes on cash and cash equivalents  (339)      
             
Increase (decrease) in cash and cash equivalents  38,154   (30,741)  62,093 
Cash and cash equivalents at beginning of period  60,750   91,491   29,398 
             
Cash and cash equivalents at end of period $98,904  $60,750  $91,491 
             
 
See accompanying notes to consolidated financial statements.


34


LANDSTAR SYSTEM, INC. AND SUBSIDIARY


CONSOLIDATED STATEMENTSSTATEMENT OF CASH FLOWS
CHANGES IN SHAREHOLDERS’ EQUITY
For the Fiscal Years Ended December 27, 2008,
December 29, 2007 and December 30, 2006
(Dollars in thousands)
 
             
  Fiscal Years Ended 
  Dec. 30,
  Dec. 31,
  Dec. 25,
 
  2006  2005  2004 
 
OPERATING ACTIVITIES            
Net income $113,085  $115,598  $67,837 
Adjustments to reconcile net income to net cash provided (used) by operating activities:            
Depreciation and amortization of operating property  16,796   15,920   13,959 
Non-cash interest charges  174   174   348 
Provisions for losses on trade and other accounts receivable  5,349   5,939   6,250 
(Gains) losses on sales and disposals of operating property  (475)  (340)  215 
Deferred income taxes, net  3,297   (2,019)  4,292 
Stock-based compensation  7,173   6,453   6,298 
Changes in operating assets and liabilities:            
Decrease (increase) in trade and other accounts receivable  207,128   (198,894)  (126,718)
Decrease (increase) in other assets  (7,761)  686   677 
Increase (decrease) in accounts payable  (42,196)  44,312   48,484 
Increase (decrease) in other liabilities  (6,145)  10,979   9,786 
Increase (decrease) in insurance claims  (4,257)  685   11,467 
             
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES  292,168   (507)  42,895 
             
INVESTING ACTIVITIES            
Net change in other short-term investments  (4,462)  (1,747)  8,461 
Sales and maturities of investments  42,334   4,977   4,006 
Purchases of investments  (41,239)  (6,450)  (12,606)
Purchases of operating property  (4,173)  (3,857)  (6,377)
Proceeds from sales of operating property  2,620   4,492   971 
             
NET CASH USED BY INVESTING ACTIVITIES  (4,920)  (2,585)  (5,545)
             
FINANCING ACTIVITIES            
Increase (decrease) in cash overdraft  (4,394)  6,282   3,024 
Proceeds from repayment of notes receivable arising from exercises of stock options  47   423   115 
Dividends paid  (6,361)  (2,922)    
Proceeds from exercises of stock options  10,533   9,216   16,036 
Excess tax benefit on stock option exercises  5,758   7,036   6,849 
Borrowings on revolving credit facility  5,000   57,000   71,000 
Purchases of common stock  (156,492)  (95,600)  (27,001)
Principal payments on long-term debt and capital lease obligations  (79,246)  (10,629)  (88,329)
             
NET CASH USED BY FINANCING ACTIVITIES  (225,155)  (29,194)  (18,306)
             
Increase (decrease) in cash and cash equivalents  62,093   (32,286)  19,044 
Cash and cash equivalents at beginning of period  29,398   61,684   42,640 
             
Cash and cash equivalents at end of period $91,491  $29,398  $61,684 
             
                                     
                       Note
    
                       Receivable
    
                       Arising
    
                    Accumulated
  from
    
        Additional
     Treasury
  Other
  Exercise
    
  Common Stock  Paid-In
  Retained
  Stock at Cost  Comprehensive
  of Stock
    
  Shares  Amount  Capital  Earnings  Shares  Amount  Income (Loss)  Options  Total 
 
Balance December 31, 2005  64,151,902  $642  $84,532  $392,549   5,344,883  $(221,776) $(211) $(47) $255,689 
Net income              113,085                   113,085 
Dividends paid ($0.110 per share)              (6,361)                  (6,361)
Purchases of common stock                  3,697,726   (156,492)          (156,492)
Exercises of stock options, including excess tax benefit  835,241   8   16,283                       16,291 
Director compensation paid in common stock  6,000       265                       265 
Stock-based compensation expense          6,908                       6,908 
Repayment of note receivable arising from exercise of stock options                              47   47 
Incentive compensation paid in common stock          32       (14,600)  606           638 
Unrealized gain onavailable-for-sale investments, net of income taxes
                          204       204 
                                     
Balance December 30, 2006  64,993,143   650   108,020   499,273   9,028,009   (377,662)  (7)  0   230,274 
Net income              109,653                   109,653 
Dividends paid ($0.135 per share)              (7,389)                  (7,389)
Purchases of common stock                  4,093,100   (176,590)          (176,590)
Exercises of stock options, including excess tax benefit  623,663   6   16,480                       16,486 
Director compensation paid in common stock  13,577       678                       678 
Stock-based compensation expense          7,610                       7,610 
Unrealized gain onavailable-for-sale investments, net of income taxes
                          64       64 
                                     
Balance December 29, 2007  65,630,383   656   132,788   601,537   13,121,109   (554,252)  57   0   180,786 
Net income              110,930                   110,930 
Dividends paid ($0.155 per share)              (8,136)                  (8,136)
Purchases of common stock                  1,303,778   (51,576)          (51,576)
Exercises of stock options, including excess tax benefit  467,164   5   14,475                       14,480 
Director compensation paid in common stock  12,000       634                       634 
Stock-based compensation expense          6,636                       6,636 
Foreign currency translation adjustments                          (339)      (339)
Unrealized loss onavailable-for-sale investments, net of income taxes
                          (279)      (279)
                                     
Balance December 27, 2008  66,109,547  $661  $154,533  $704,331   14,424,887  $(605,828) $(561) $0  $253,136 
                                     
 
See accompanying notes to consolidated financial statements.


35


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
 
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Fiscal Years Ended December 30, 2006,
December 31, 2005 and December 25, 2004
(Dollars in thousands)
                                     
                       Notes
    
                       Receivable
    
                       Arising
    
                    Accumulated
  from
    
        Add’l
           Other
  Exercises
    
  Common Stock  Paid-In
  Retained
  Treasury Stock at Cost  Comprehensive
  of Stock
    
  Shares  Amount  Capital  Earnings  Shares  Amount  Income (Loss)  Options  Total 
 
Balance December 27, 2003  31,816,860  $318  $33,025  $212,340   1,809,930  $(100,150) $182  $(585) $145,130 
Net income              67,837                   67,837 
Purchases of common stock                  681,000   (27,001)          (27,001)
Exercises of stock options, including excess tax benefit  996,700   10   22,875                       22,885 
Director compensation paid in common stock  9,000       402                       402 
Stock-based compensation expense          5,896                       5,896 
Repayment of notes receivable arising from exercises of stock options                              115   115 
Unrealized loss onavailable-for-sale investments, net of income taxes
                          (135)      (135)
Stock split effected in the form of a 100% stock dividend  30,331,630   304       (304)                    
                                     
Balance December 25, 2004  63,154,190   632   62,198   279,873   2,490,930   (127,151)  47   (470)  215,129 
Net income              115,598                   115,598 
Dividends paid ($0.05 per share)              (2,922)                  (2,922)
Purchases of common stock                  2,873,053   (95,600)          (95,600)
Exercises of stock options, including excess tax benefit  991,712   10   16,242                       16,252 
Director compensation paid in common stock  6,000       193                       193 
Stock-based compensation expense          6,260                       6,260 
Repayment of notes receivable arising from exercises of stock options                              423   423 
Incentive compensation paid in common stock          (361)      (19,100)  975           614 
Unrealized loss onavailable-for-sale investments, net of income taxes
                          (258)      (258)
                                     
Balance December 31, 2005  64,151,902   642   84,532   392,549   5,344,883   (221,776)  (211)  (47)  255,689 
Net income              113,085                   113,085 
Dividends paid ($0.11 per share)              (6,361)                  (6,361)
Purchases of common stock                  3,697,726   (156,492)          (156,492)
Exercises of stock options, including excess tax benefit  835,241   8   16,283                       16,291 
Director compensation paid in common stock  6,000       265                       265 
Stock-based compensation expense          6,908                       6,908 
Repayment of note receivable arising from exercise of stock options                              47   47 
Incentive compensation paid in common stock          32       (14,600)  606           638 
Unrealized gain onavailable-for-sale investments, net of income taxes
                          204       204 
                                     
Balance December 30, 2006  64,993,143  $650  $108,020  $499,273   9,028,009  $(377,662) $(7) $0  $230,274 
                                     
See accompanying notes to consolidated financial statements.


36


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(1)  Significant Accounting Policies
(1)  Significant Accounting Policies
 
Consolidation
 
The consolidated financial statements include the accounts of Landstar System, Inc. and its subsidiary Landstar System Holdings, Inc. (“LSHI”). Landstar System, Inc. and its subsidiary are herein referred to as “Landstar” or the “Company.” Significant inter-company accounts have been eliminated in consolidation. The preparation of the consolidated financial statements requires the use of management’s estimates. Actual results could differ from those estimates.
 
Fiscal Year
 
Landstar’s fiscal year is the 52 or 53 week period ending the last Saturday in December.
 
Revenue Recognition
 
The Company is the primary obligor with respect to freight delivery and assumes the related credit risk. Accordingly, transportation revenue and the related direct freight expenses of the carrier and globaltransportation logistics segmentssegment are recognized on a gross basis upon completion of freight delivery. Insurance premiums of the insurance segment are recognized over the period earned, which is usually on a monthly basis. Fuel surcharges billed to customers for freight hauled by independent contractors who provide truck capacity to the Company under exclusive lease arrangements (the “Business Capacity Owner Independent Contractors” or “BCO Independent Contractors”) are excluded from revenue and paid in their entirety to the BCO Independent Contractors.
 
Insurance Claim Costs
 
Landstar provides, primarily on an actuarially determined basis, for the estimated costs of cargo, property, casualty, general liability and workers’ compensation claims both reported and for claims incurred but not reported. Landstar retains liability for individual commercial trucking claims incurred prior to June 19, 2003 or subsequent to March 30, 2004, up to $5,000,000 per occurrence. For commercial trucking claims incurred from June 19, 2003 through March 30, 2004, Landstar retains liability up to $10,000,000 per occurrence. The Company also retains liability for each general liability claim up to $1,000,000, $250,000 for each workers’ compensation claim and $250,000$100,000 for each cargo claim. For cargo claims incurred prior to May 1, 2008 the Company retains cargo liability up to $250,000.
 
Tires
 
Tires purchased as part of trailing equipment are capitalized as part of the cost of the equipment. Replacement tires are charged to expense when placed in service.
 
Cash and Cash Equivalents
 
Included in cash and cash equivalents are all investments, except those provided for collateral, with an original maturity of 3 months or less.
 
Investments
 
Investments, all of which areavailable-for-sale, consist of investment-grade bonds having maturities of up to twofive years. Investments are carried at fair value, with unrealized gains and losses, net of related income taxes, reported as accumulated other comprehensive income. Short-term investments include $16,630,000$2,003,000 in current maturities of investment gradeinvestment-grade bonds and $4,918,000$21,476,000 of cash equivalents held by the Company’s insurance segment at December 30, 2006.27, 2008. These short-term investments together with $2,884,000$14,431,000 of the non-current portion of investment gradeinvestment-grade bonds and $20,222,000$8,279,000 of cash equivalents included in other assets at


3736


 
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 30, 2006,27, 2008, provide collateral for the $42,703,000$44,545,000 of letters of credit issued to guarantee payment of insurance claims. Based upon quoted market prices, the unrealized loss on thesethe investment-grade bonds was $11,000 and $336,000$343,000 at December 30, 200627, 2008 and the unrealized gain on the investment-grade bonds was $88,000 at December 31, 2005, respectively.29, 2007.
 
Investment income represents the earnings on the insurance segment’s assets. Investment income earned from the assets of the insurance segment are included as a component of operating income as the investing activities and earnings thereon generally comprise a significant portion of the insurance segment’s profitability.
 
Operating Property
 
Operating property is recorded at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of the related assets. Trailing equipment is being depreciated over 7 years. Hardware and software included in management information services equipment is generally being depreciated over 3 to 7 years.
 
Income Taxes
 
Income tax expense is equal to the current year’s liability for income taxes and a provision for deferred income taxes. Deferred tax assets and liabilities are recorded for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled.
 
In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company adopted FIN 48 on December 31, 2006.
Earnings Per Share
 
Earnings per common share amounts are based on the weighted average number of common shares outstanding and diluted earnings per share amounts are based on the weighted average number of common shares outstanding plus the incremental shares that would have been outstanding upon the assumed exercise of all dilutive stock options.
 
The following table provides a reconciliation of the average number of common shares outstanding used to calculate earnings per share to the average number of common shares and common share equivalents outstanding used in calculatingto calculate diluted earnings per share (in thousands):
 
                        
 Fiscal Year  Fiscal Year 
 2006 2005 2004  2008 2007 2006 
Average number of common shares outstanding  57,854   59,199   60,154   52,503   54,681   57,854 
Incremental shares under stock option plans  800   1,214   1,603 
Incremental shares from assumed exercises of stock options  351   475   800 
              
Average number of common shares and common share equivalents outstanding  58,654   60,413   61,757   52,854   55,156   58,654 
              
 
For the fiscal years ended December 27, 2008, December 29, 2007 and December 30, 2006, December 31, 2005 and December 25, 2004, there were 5,000, 470,00090,000, 9,000 and 130,000, respectively,5,000 options outstanding, respectively, to purchase shares of common stock excluded from the calculation of diluted earnings per share because they were antidilutive.


37


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Share-Based Payments
 
On January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123R (“FAS 123R”), Share-Based Payment. The Company adopted FAS 123Restimates the fair value of stock option awards on the date of grant using the modified retrospective method. Under the modified retrospective method,Black-Scholes pricing model and recognizes compensation cost is recognizedfor stock option awards expected to vest on a straight line basis over the requisite service period for the entire award. Forfeitures are estimated at grant date based on historical experience and anticipated employee turnover.
Foreign Currency Translation
Assets and liabilities of the Company’s Canadian operation 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.
(2)  Comprehensive Income
The following table includes the components of comprehensive income for the fiscal years ended December 27, 2008, December 29, 2007 and December 30, 2006 (in thousands):
             
  Fiscal Year 
  2008  2007  2006 
 
Net income $110,930  $109,653  $113,085 
Unrealized holding gains/(losses) onavailable-for-sale investments, net of income taxes
  (279)  64   204 
Foreign currency translation loss  (339)        
             
Comprehensive income $110,312  $109,717  $113,289 
             
The unrealized holding loss onavailable-for-sale investments during 2008 represents themark-to-market adjustment of $431,000 net of related income taxes of $152,000. The unrealized holding gain onavailable-for-sale investments during 2007 represents themark-to-market adjustment of $99,000 net of related income taxes of $35,000. The unrealized holding gain onavailable-for-sale investments during 2006 represents themark-to-market adjustment of $316,000 net of related income taxes of $112,000. The foreign currency translation loss during 2008 represents unrealized net loss on the translation of the financial statements for all share-based payments granted after January 1, 2006 based onof the requirements of FAS 123R and based on the requirements of FAS 123 for all unvested awards granted prior to January 1,Company’s Canadian operations.


38


 
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2006. The Company recognizes compensation cost for stock option awards on a straight line basis over the requisite service period for the entire award. Amounts for periods prior to 2006 have been adjusted to reflect the adoption of FAS 123R.
 
(2)  Comprehensive Income
The following table includes the components of comprehensive income for the fiscal years ended December 30, 2006, December 31, 2005 and December 25, 2004 (in thousands):
             
  Fiscal Year 
  2006  2005  2004 
 
Net income $113,085  $115,598  $67,837 
Unrealized holding gains (losses) onavailable-for-sale investments, net of income taxes
  204   (258)  (135)
             
Comprehensive income $113,289  $115,340  $67,702 
             
The unrealized holding gain onavailable-for-sale investments for 2006 represents themark-to-market adjustment of $316,000 net of related income taxes of $112,000. The unrealized holding loss onavailable-for-sale investments for 2005 represents themark-to- market adjustment of $400,000 net of related income tax benefits of $142,000. The unrealized holding loss onavailable-for-sale investments for 2004 represents themark-to-market adjustment of $218,000 net of related income tax benefits of $83,000.
(3)  Income Taxes
(3)  Income Taxes
 
The provisions for income taxes consisted of the following (in thousands):
 
                        
 Fiscal Year  Fiscal Year 
 2006 2005 2004  2008 2007 2006 
Current:                        
Federal $60,599  $65,804  $35,333  $57,249  $61,266  $60,599 
State  7,417   9,095   3,036   6,267   6,568   7,417 
Canadian  1,171   0   0 
       
         64,687   67,834   68,016 
  68,016   74,899   38,369        
Deferred:                        
Federal  2,650   (2,104)  3,683   3,438   296   2,650 
State  647   85   609   435   225   647 
              
  3,297   (2,019)  4,292   3,873   521   3,297 
              
Income taxes $71,313  $72,880  $42,661  $68,560  $68,355  $71,313 
              


39


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Temporary differences and carryforwards which gave rise to deferred tax assets and liabilities consisted of the following (in thousands):
 
                
 Dec. 30,
 Dec. 31,
  Dec. 27,
 Dec. 29,
 
 2006 2005  2008 2007 
Deferred tax assets:                
Receivable valuations $3,847  $3,702  $5,401  $3,927 
Share-based payments  3,989   3,054   5,050   4,554 
Self-insured claims  4,081   4,365   6,782   7,358 
State net operating loss carryforwards  130   633 
Other  4,432   5,165   2,807   3,201 
          
 $16,479  $16,919  $20,040  $19,040 
          
Deferred tax liabilities:                
Operating property $18,718  $16,384  $25,758  $21,273 
Goodwill  4,982   4,459 
Other  5,897   5,509 
          
 $23,700  $20,843  $31,655  $26,782 
          
Net deferred tax liability $7,221  $3,924  $11,615  $7,742 
          
 
The following table summarizes the differences between income taxes calculated at the federal income tax rate of 35% on income before income taxes and the provisions for income taxes (in thousands):
 
                        
 Fiscal Year  Fiscal Year 
 2006 2005 2004  2008 2007 2006 
Income taxes at federal income tax rate $64,539  $65,967  $38,674  $62,822  $62,303  $64,539 
State income taxes, net of federal income tax benefit  5,234   5,967   2,369   4,356   4,415   5,234 
Meals and entertainment exclusion  720   229   789   493   802   720 
Share-based payments  443   457   362   515   598   443 
Other, net  377   260   467   374   237   377 
              
Income taxes $71,313  $72,880  $42,661  $68,560  $68,355  $71,313 
              


39


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As of December 27, 2008, the Company had $12,021,000 of net unrecognized tax benefits representing the provision for the uncertainty of certain tax positions plus a component of interest and penalties. The implementation of FIN 48 did not have a significant impact on the provision for unrecognized tax benefits as of December 31, 2006. Estimated interest and penalties on the provision for the uncertainty of certain tax positions is included in income tax expense. At December 27, 2008 there was $6,186,000 accrued for estimated interest and penalties related to the uncertainty of certain tax positions. During fiscal year 2008, the Company recognized $145,000 of benefit for estimated interest and penalties related to the uncertainty of certain tax positions. The Company does not currently anticipate any significant increase or decrease to the unrecognized tax benefit during 2009.
The Company files a consolidated U.S. federal income tax return. The Company or its subsidiaries file state tax returns in the majority of the U.S. state tax jurisdictions. With few exceptions, the Company and its subsidiaries are no longer subject to U.S. federal or state income tax examinations by tax authorities for years prior to 2004. In addition, the Internal Revenue Service recently completed an audit of the Company’s federal income tax return for the year 2005. At the end of 2007, the Company formed a wholly owned Canadian subsidiary, Landstar Canada, Inc. which is subject to Canadian income and other taxes.
The following table summarizes the rollforward of the total amounts of gross unrecognized tax benefits (in thousands) for fiscal years 2008 and 2007:
         
  Fiscal Year 
  2008  2007 
 
Gross unrecognized tax benefits — beginning of the year $16,401  $15,175 
Gross increases related to current year tax positions  2,161   2,036 
Gross increases related to prior year tax positions  1,759   1,957 
Gross decreases related to prior year tax positions  (1,163)  (1,511)
Settlements  (352)  0 
Lapse of statute of limitations  (2,696)  (1,256)
         
Gross unrecognized tax benefits — end of the year $16,110  $16,401 
         
 
Landstar paid income taxes of $63,712,000 in 2008, $64,366,000 in 2007 and $67,062,000 in 2006, $65,367,000 in 2005 and $30,644,000 in 2004.2006.
 
(4)  Operating Property
(4)  Operating Property
 
Operating property is summarized as follows (in thousands):
 
                
 Dec. 30,
 Dec. 31,
  Dec. 27,
 Dec. 29,
 
 2006 2005  2008 2007 
Land $1,921  $1,921  $1,921  $1,921 
Leasehold improvements  8,955   8,926   9,654   9,384 
Buildings and improvements  7,741   8,117   8,206   8,181 
Trailing equipment  140,426   110,226   173,254   167,207 
Other equipment  29,852   28,502   37,778   33,960 
          
  188,895   157,692   230,813   220,653 
Less accumulated depreciation and amortization  77,938   68,561   106,635   88,284 
          
 $110,957  $89,131  $124,178  $132,369 
          

Included above is $123,733,000 in 2008 and $132,456,000 in 2007 of operating property under capital leases, $88,054,000 and $102,680,000, respectively, net of accumulated amortization. Landstar acquired


40


 
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Included above is $99,107,000 in 2006 and $62,708,000 in 2005 of operating property under capital leases, $80,707,000 and $52,841,000, respectively, net of accumulated amortization. Landstar acquired
operating property by entering into capital leases in the amount of $4,802,000 in 2008, $36,046,000 in 2007 and $36,594,000 in 2006, $28,512,000 in 2005 and $17,963,000 in 2004.2006.
 
(5)  Retirement Plan
(5)  Retirement Plan
 
Landstar sponsors an Internal Revenue Code section 401(k) defined contribution plan for the benefit of full-time employees who have completed one year of service. Eligible employees make voluntary contributions up to 75% of their base salary, subject to certain limitations. Landstar contributes an amount equal to 100% of the first 3% and 50% of the next 2% of such contributions, subject to certain limitations.
 
The expense for the Company-sponsored defined contribution plan included in selling, general and administrative expense was $1,571,000 in 2008, $1,461,000 in 2007 and $1,367,000 in 2006, $1,312,000 in 2005 and $1,201,000 in 2004.2006.
 
(6)  Debt
(6)  Debt
 
Long-term debt is summarized as follows (in thousands):
 
                
 Dec. 30,
 Dec. 31,
  Dec. 27,
 Dec. 29,
 
 2006 2005  2008 2007 
Capital leases $69,321  $46,973  $66,445  $84,753 
Revolving credit facility  60,000   120,000   70,000   80,000 
          
  129,321   166,973   136,445   164,753 
Less current maturities  18,730   12,122   24,693   23,155 
          
Total long-term debt $110,591  $154,851  $111,752  $141,598 
          
 
On July 8, 2004,June 27, 2008, Landstar renegotiated its existingentered into a credit agreement with a syndicate of banks and JPMorgan Chase Bank, N.A., as administrative agent (the “Fourth Amended and Restated Credit“Credit Agreement”). The Fourth Amended and Restated Credit Agreement, which expires on July 8, 2009,June 27, 2013, provides $225,000,000 of borrowing capacity in the form of a revolving credit facility, $75,000,000 of which may be utilized in the form of letter of credit guarantees. The initial borrowing of $67,000,000 under the Credit Agreement was used to refinance $67,000,000 of outstanding borrowings under the prior credit agreement, which was terminated in connection with the Credit Agreement. Borrowings under the Credit Agreement are unsecured, however, all but two of the Company’s subsidiaries guarantee the obligations under the Credit Agreement. All amounts outstanding under the Credit Agreement are payable on June 27, 2013, the expiration of the Credit Agreement.
 
Borrowings under the Fourth Amended and Restated Credit Agreement bear interest at rates equal to, at the option of Landstar,the Company, either (i) the greatestgreater of (a) the prime rate as publicly announced from time to time by JPMorgan Chase Bank, (b) the three month CD rate adjusted for statutory reservesN.A. and FDIC assessment costs plus 1% and (c)(b) the federal funds effective rate plus 1/2%0.5%, or, (ii) the rate at the time offered to JPMorgan Chase Bank, N.A. in the Eurodollar market for amounts and periods comparable to the relevant loan plus, in either case, a margin that is determined based on the level of the Company’s Leverage Ratio, as defined in the Fourth Amended and Restated Credit Agreement. The margin is subject to an increase of 0.125% if the aggregate amount outstanding under the Fourth Amended and Restated Credit Agreement exceeds 50% of the total borrowing capacity. As of December 30, 2006, the margin was equal to 75.0/100 of 1%.
The unused portion of the Fourth Amended and Restatedrevolving credit facility under the Credit Agreement carries a commitment fee determined based on the level of the Company’s Leverage Ratio, as therein defined. As of December 30, 2006, theThe commitment fee for the unused portion of the Fourth Amended and Restatedrevolving credit facility under the Credit Agreement was 0.20%. Atranges from .175% to .350%, based on achieving certain levels of the Leverage Ratio. As of December 30, 2006,27, 2008, the weighted average interest rate on borrowings outstanding under the Fourth Amended and Restatedwas 2.63%.
The Credit Agreement was 5.975%. Based oncontains a number of covenants that limit, among other things, the borrowing ratesincurrence of additional indebtedness. The Company is required to, among other things, maintain a minimum Fixed Charge Coverage Ratio, as defined in the Fourth Amended and Restated Credit Agreement, and maintain a Leverage Ratio below a specified maximum. The Credit Agreement provides for a restriction on cash dividends and other distributions to stockholders on the repayment terms,Company’s capital stock to the fair value of the outstanding borrowingsextent there is a default under the Fourth Amended and RestatedCredit Agreement. In addition, the Credit Agreement was estimated to approximate carrying value.under certain circumstances limits the amount of such cash dividends and other


41


 
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
The Fourth Amended and Restated Credit Agreement contains a number of covenants that limit, among other things, the incurrence of additional indebtedness, the incurrence of operating or capital lease obligations and the purchase of operating property. The Fourth Amended and Restated Credit Agreement also requires Landstardistributions to meet certain financial tests. Landstar is required to, among other things, maintain minimum levels of consolidated Net Worth and Fixed Charge Coverage and limit its borrowings to a specified ratio of indebtedness to earnings before interest, taxes, depreciation and amortization (the “Leverage Ratio”), as each is definedstockholders in the Fourth Amended and Restated Credit Agreement. Underevent that after giving effect to any payment made to effect cash dividend or other distribution, the most restrictive covenant,Leverage Ratio would exceed 2.5 to 1 on a pro forma basis as of the Fixed Charge Coverage, fixed charges were $83,706,000 lower than the maximum amount allowed at December 30, 2006.
The Company’s Fourth Amended and Restated Credit Agreement provides for a restriction on cash dividends onend of the Company’s capital stock only to the extent there is an event of default under the Fourth Amended and Restated Credit Agreement.
most recently completed fiscal quarter. The Fourth Amended and Restated Credit Agreement provides for an event of default related toin the event, among other things, that a person or group acquiringacquires 25% or more of the outstanding capital stock of the Company or obtaining theobtains power to elect a majority of the Company’s directors.
Borrowings None of these covenants are presently considered by management 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 Fourth Amended and Restated Credit Agreement are unsecured, however, Landstar System, Inc., LSHI and all but one subsidiary guarantee the obligations under the Fourth Amended and Restated Credit Agreement.
 
Landstar paid interest of $7,904,000 in 2008, $7,518,000 in 2007 and $8,135,000 in 2006, $5,040,000 in 2005 and $3,247,000 in 2004.2006.
 
(7)  Leases
(7)  Leases
 
The future minimum lease payments under all noncancelable leases at December 30, 2006,27, 2008, principally for trailing equipment and the Company’s headquarters facility in Jacksonville, Florida, are shown in the following table (in thousands):
 
                
 Capital
 Operating
  Capital
 Operating
 
 Leases Leases  Leases Leases 
2007 $21,857  $7,241 
2008  18,847   6,810 
2009  17,914   3,563  $27,591  $4,338 
2010  12,255   2,388   22,177   3,275 
2011  6,042   2,217   15,847   2,365 
2012  5,993   2,123 
2013  304   2,064 
Thereafter      5,936       1,866 
          
  76,915  $28,155   71,912  $16,031 
      
Less amount representing interest (3.6% to 5.9%)  7,594     
Less amount representing interest (3.9% to 5.9)%  5,467     
      
Present value of minimum lease payments $69,321      $66,445     
      
 
Total rent expense, net of sublease income, was $25,156,000$5,744,000 in 2006, $17,969,0002008, $9,893,000 in 20052007 and $17,106,000$27,624,000 in 2004.2006.
 
(8)  Stock Compensation Plans
(8)  Share-Based Payment Arrangements
 
Retrospective Application
The Consolidated Statement of Changes in Shareholders’ Equity as of December 25, 2004Employee and December 27, 2003, reflects the adoption of FAS 123R as follows: (1) retained earnings has been reduced by


42


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$16,063,000 and $12,028,000, respectively, representing the cumulative share-based compensation expense, net of related income tax benefits, for stock options granted from 1995 through 2004 or 2003, depending on the year-end date, and (2) additionalpaid-in capital has been increased by $18,353,000 and $14,643,000, respectively, representing the cumulative share-based compensation expense and reduced by income tax benefits realized excluding tax benefits in excess of recognized compensation costs (“excess tax benefits”) for stock options granted from 1995 through 2004 or 2003, depending on the year-end date.
The Consolidated Balance Sheet as of December 31, 2005, reflects the adoption of FAS 123R as follows: (1) retained earnings has been reduced by $20,421,000, representing cumulative share-based compensation expense, net of related income tax benefits, for stock options granted from 1995 through 2005, (2) additionalpaid-in-capital has been increased by $23,475,000, representing cumulative share-based compensation expense and reduced by income tax benefits realized excluding tax benefits in excess of recognized compensation costs (“excess tax benefits”), for stock options granted from 1995 through 2005, and (3) deferred tax assets have been increased by $3,054,000 representing the estimated future tax benefits attributable to share-based compensation expense expected to be realized.
As a result of the FAS 123R retroactive application, for the fiscal years ended December 31, 2005 and December 25, 2004, net income was reduced by $4,358,000 and $4,035,000, respectively, and earnings per common share was reduced by $0.07 in both fiscal years ended December 31, 2005 and December 25, 2004 and diluted earnings per share was reduced by $0.07 in both fiscal years ended December 31, 2005 and December 25, 2004.
Prior to the adoption of FAS 123R, under APB 25, the Company was required to record tax benefits realized from share-based payment arrangements as an operating cash flow. However, FAS 123R requires that excess tax benefits be recorded as a financing cash inflow and corresponding operating cash outflow. The change in presentation of tax benefits from share-based payment arrangements results in a decrease in cash from operating activities and an increase in cash from financing activities of the same amount and does not impact the Company’s overall cash position. The cash flow presentation for the fiscal years ended December 31, 2005 and December 25, 2004, have been adjusted to conform to the current year presentation. In the accompanying Consolidated Statements of Cash Flows for the fiscal years ended December 30, 2006, December 31, 2005 and December 25, 2004, the Company realized tax benefits of $5,758,000, $7,036,000 and $6,849,000, respectively, in excess of recognized compensation cost and reported those amounts as a cash outflow from operating activities and a cash inflow from financing activities.
Share-based payment arrangementsDirector Stock Option Plans
 
As of December 30, 2006,27, 2008, the Company had two employee stock option plans and one stock option plan for members of its Board of Directors (the “Plans”).
The Plans have been approved by the Company’s shareholders and are further described below. Amounts recognized in the financial statements with respect to these Plans are as follows (in thousands):
 
             
  Fiscal Years 
  Dec. 30,
  Dec. 31,
  Dec. 25,
 
  2006  2005  2004 
 
Total cost of share-based payment plans during the period $6,908  $6,260  $5,896 
Amount of related income tax benefit recognized during the period  2,169   1,902   1,861 
             
Net cost of share based payment plans during the period $4,739  $4,358  $4,035 
             
             
  Fiscal Years 
  Dec. 27,
  Dec. 29,
  Dec. 30,
 
  2008  2007  2006 
 
Total cost of the Plans during the period $6,636  $7,610  $6,908 
Amount of related income tax benefit recognized during the period  1,973   2,187   2,169 
             
Net cost of the Plans during the period $4,663  $5,423  $4,739 
             


43


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Employee and director stock option plans
 
Under the 1993 Stock Option Plan, as amended, the Compensation Committee of the Board of Directors was authorized to grant options to Company employees to purchase up to 4,460,000 shares of common stock. Under the 2002 Employee Stock Option Plan, the Compensation Committee of the Board of Directors is


42


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
authorized to grant options to Company employees to purchase up to 6,400,000 shares of common stock. Under the 1994 Directors’ Stock Option Plan, as amended (the “DSOP”), options to purchase up to 420,000 shares of common stock were authorized to be granted to outside members of the Board of Directors upon election or re-election to the Board of Directors. Effective May 15, 2003, no further grants will be made under the DSOP. Also, no further grants will be made under the 1993 Stock Option Plan as it has expired.
 
Options granted under the Plans generally become exercisable in either three or five equal annual installments commencing on the first anniversary of the date of grant or vest 100% four and one-half yearsin periods ranging from the date of grant or 100% onthird up to the third or fifth anniversary from the date of grant, subject to acceleration in certain circumstances. All options granted under the Plans expire on the tenth anniversary of the date of grant. Under the Plans, the exercise price of each option equals the fair market value of the Company’s common stock on the date of grant. As of December 30, 2006,27, 2008, there were 6,293,3715,372,544 shares of the Company’s common stock reserved for issuance upon exercise of options granted and to be granted under the Plans.
 
The fair value of each option grant on its grant date was calculated using the Black-Scholes option pricing model with the following weighted average assumptions for grants made in 2006, 20052008, 2007 and 2004: risk-free interest rate of 4.75%, 4.5% and 3.5% in 2006, 2005 and 2004, respectively, expected lives of 4.5 years in 2006 and 5 years in 2005 and 2004, a dividend yield of 0.3% in 2006 and no dividend yield in 2005 or 2004. The expected volatility used in calculating the fair market value of stock options granted was 34%, 31% and 40% in 2006, 2005 and 2004, respectively. 2006:
             
  2008  2007  2006 
 
Expected volatility  33.0%  33.0%  34.0%
Expected dividend yield  0.375%  0.300%  0.300%
Risk-free interest rate  3.00%  4.75%  4.75%
Expected lives (in years)  4.1   4.2   4.5 
The Company utilizes historical data, including exercise patterns and employee departure behavior, in estimating the term options will be outstanding. Expected volatility was based on historical volatility and other factors, such as expected changes in volatility arising from planned changes to the Company’s business, if any. The risk-free interest rate was based on the yield of zero coupon U.S. Treasury bonds for terms that approximated the termterms of the options granted.
The weighted average grant date fair value of stock options granted during 2008, 2007 and 2006 2005was $12.60, $14.26 and 2004 was $15.33, $12.76 and $8.32, respectively.
 
The total intrinsic value of stock options exercised during 2008, 2007 and 2006 2005was $11,587,000, $16,616,000 and 2004 was $26,411,000, $27,162,000 and $31,805,000, respectively. At December 30, 2006,27, 2008, the total intrinsic value of stock options outstanding was $27,808,000.$1,104,000. At December 30, 2006,27, 2008, the total intrinsic value of options outstanding and exercisable was $17,067,000.$4,246,000.
 
As of December 30, 2006,27, 2008, there was $12,425,000$11,469,000 of total unrecognized compensation cost related to non-vested stock options granted under the Plans. The compensation cost related to these non-vested options is expected to be recognized over a weighted average period of 1.83.4 years.


43


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Information regarding the Company’s stock option plans is as follows:
                 
  Options Outstanding  Options Exercisable 
     Weighted Average
     Weighted Average
 
     Exercise Price
     Exercise Price
 
  Shares  per Share  Shares  per Share 
 
Options at December 31, 2005  2,794,652  $19.07   855,816  $10.37 
Granted  650,000  $43.61         
Exercised  (835,241) $12.61         
Forfeited  (42,840) $21.14         
                 
Options at December 30, 2006  2,566,571  $27.35   779,739  $16.29 
Granted  275,500  $43.00         
Exercised  (623,663) $20.62         
Forfeited  (19,100) $39.73         
                 
Options at December 29, 2007  2,199,308  $31.11   747,626  $24.73 
Granted  777,500  $42.30         
Exercised  (467,164) $26.22         
Forfeited  (4,000) $44.63         
                 
Options at December 27, 2008  2,505,644  $35.47   822,211  $30.75 
                 
The following tables summarize stock options outstanding and exercisable at December 27, 2008:
             
  Options Outstanding 
  Number
  Weighted Average
  Weighted Average
 
  Outstanding
  Remaining Contractual
  Exercise Price
 
Range of Exercise Prices Per Share
 Dec. 27, 2008  Life (Years)  per Share 
 
$ 8.08 - $10.00  129,800   2.4  $8.18 
$10.01 - $15.00  131,696   3.9  $13.68 
$15.01 - $25.00  236,000   5.0  $19.25 
$25.01 - $35.00  270,001   5.8  $29.60 
$35.01 - $40.00  236,667   6.5  $37.56 
$40.01 - $44.00  1,218,480   8.2  $42.43 
$44.01 - $48.15  283,000   8.4  $45.54 
             
   2,505,644   7.0  $35.47 
             
         
  Options Exercisable 
  Number
  Weighted Average
 
  Exercisable
  Exercise Price
 
Range of Exercise Prices Per Share
 Dec. 27, 2008  per Share 
 
$ 8.08 - $10.00  129,800  $8.18 
$10.01 - $15.00  131,696  $13.68 
$15.01 - $25.00  4,000  $20.21 
$25.01 - $35.00  80,001  $32.77 
$35.01 - $40.00  177,667  $37.32 
$40.01 - $44.00  256,047  $43.65 
$44.01 - $46.83  43,000  $44.37 
         
   822,211  $30.75 
         


44


 
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Information regarding the Company’s stock option plans is as follows:
                 
  Options Outstanding  Options Exercisable 
     Weighted Average
     Weighted Average
 
     Exercise Price
     Exercise Price
 
  Shares  per Share  Shares  per Share 
 
Options at December 27, 2003  4,559,324  $9.18   1,328,204  $7.11 
Granted  660,000  $20.59         
Exercised  (1,993,400) $8.04         
Forfeited  (110,160) $9.85         
                 
Options at December 25, 2004  3,115,764  $12.31   664,324  $8.56 
Granted  683,000  $35.77         
Exercised  (991,712) $9.29         
Forfeited  (12,400) $22.31         
                 
Options at December 31, 2005  2,794,652  $19.07   855,816  $10.37 
Granted  650,000  $43.61         
Exercised  (835,241) $12.61         
Forfeited  (42,840) $21.14         
                 
Options at December 30, 2006  2,566,571  $27.35   779,739  $16.29 
                 
The following tables summarize stock options outstanding and exercisable at December 30, 2006:
             
  Options Outstanding 
     Weighted
  Weighted
 
  Number
  Average
  Average
 
  Outstanding
  Remaining
  Exercise
 
  Dec. 30,
  Contractual
  Price
 
Range of Exercise Prices per Share
 2006  Life (Years)  per Share 
 
$ 3.99 - $ 6.00  64,000   1.4  $ 3.99 
$ 6.01 - $ 9.00  305,600   4.2  $7.94 
$ 9.01 - $13.50  221,372   5.9  $13.06 
$13.51 - $20.00  540,532   6.7  $17.74 
$20.01 - $30.00  146,000   7.5  $26.10 
$30.01 - $40.00  646,067   8.0  $35.87 
$40.01 - $45.76  643,000   9.1  $43.60 
             
   2,566,571   7.2  $27.35 
             


45


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Directors’ Stock Compensation Plan

         
  Options Exercisable 
  Number
  Weighted Average
 
  Exercisable
  Exercise Price
 
Range of Exercise Prices per Share
 Dec. 30, 2006  per Share 
 
$ 3.99 - $ 6.00  64,000  $3.99 
$ 6.01 - $ 9.00  305,600  $7.94 
$ 9.01 - $13.50  92,732  $13.00 
$13.51 - $20.00  139,734  $16.80 
$20.01 - $30.00      
$30.01 - $37.31  177,673  $36.40 
         
   779,739  $16.29 
         

 
Under the Directors’ Stock Compensation Plan, outside members of the Board of Directors who are elected or re-elected to the Board will receive 6,000 shares of common stock of the Company, subject to certain restrictions including restrictions on transfer. The Company issued 12,000, 13,577 and 6,000, respectively, shares of the Company’s common stock were issued to a member of the Board of Directors upon such member’s re-election at the 2006 and 2005 annual shareholders’ meetings and 18,000 shares of the Company’s common stock were issued to members of the Board of Directors upon such members’ re-election at the 20042008, 2007 and 2006 annual shareholders meeting.stockholders’ meetings. During 2006, 20052008, 2007 and 2004,2006, the Company reported $265,000, $193,000$634,000, $678,000 and $402,000,$265,000, respectively, in compensation expense representing the fair market value of these share awards. As of December 30, 2006,27, 2008, there were 164,000138,423 shares of the Company’s common stock reserved for issuance upon the grant of common stock under the Directors’ Stock Compensation Plan.
 
(9)  Shareholders’ Equity
(9)  Shareholders’ Equity
 
On July 28, 2005,August 27, 2007, Landstar System, Inc. announced that it had been authorized by its Board of Directors to purchase up to 2,000,000 shares of its common stock from time to time in the open market and in privately negotiated transactions. During 2006,its 2008 fourth quarter, the Company completed the purchase of shares authorized for purchase under this program. On August 3, 2006,July 16, 2008, Landstar System, Inc. announced that it had been authorized by its Board of Directors to purchase up to an additional 2,000,000 shares of its common stock from time to time in the open market and in privately negotiated transactions.
As of December 27, 2008, Landstar may purchase an additional 1,430,623 shares of its common stock under its most recently authorized stock purchase program. During 2006,2008, Landstar purchased 3,697,726a total of 1,303,778 shares of its common stock at a total cost of $156,492,000$51,576,000 pursuant to its previously announced stock purchase programs. As of December 30, 2006, Landstar may purchase an additional 827,501 shares of its common stock under its authorized stock purchase programs.
 
The Company has 2,000,000 shares of preferred stock authorized and unissued.
 
(10)  Segment InformationCommitments and Contingencies
At December 27, 2008, in addition to the $44,545,000 letters of credit secured by investments, Landstar had $28,032,000 of letters of credit outstanding under the Company’s revolving credit facility.
 
TheAs further described in periodic and current reports previously filed by the Company has three reportable business segments. Thesewith the Securities and Exchange Commission, the Company and certain of its subsidiaries (the “Defendants”) are defendants in a suit (the “Litigation”) brought in the carrier, global logisticsUnited States District Court for the Middle District of Florida (the “District Court”) by the Owner-Operator Independent Drivers Association, Inc. (“OOIDA”) and insurance segments. The carrier segment primarily provides transportation services tofour former BCO Independent Contractors (the “Named Plaintiffs” and, with OOIDA, the truckload market for a wide range“Plaintiffs”) on behalf of general commodities over irregular or non-repetitive routes utilizing dry and specialty vans and unsided trailers, including flatbed, drop deck and specialty. It also providesshort-to-long haul movement of containers by truck, dedicated power-only truck capacity and truck brokerage. The carrier segment markets its services primarily through independent commission sales agents and utilizesall independent contractors who provide truck capacity to the Company and its subsidiaries under exclusive lease arrangements (the “Business Capacity Owner Independent Contractors” or “BCO Independent Contractors”). The Plaintiffs allege that certain aspects of the Company’s motor carrier leases and related practices with its BCO Independent Contractors violate certain federal leasing regulations and seek injunctive relief, an unspecified amount of damages and attorneys’ fees.
On March 29, 2007, the District Court denied the request by Plaintiffs for injunctive relief, entered a judgment in favor of the Defendants and issued written orders setting forth its rulings related to the decertification of the plaintiff class and other third party truck capacity providers under non-exclusive contractual arrangements (“Truck Brokerage Carriers”). Transportationimportant elements of the Litigation relating to liability, injunctive relief and logistics services providedmonetary relief. The Plaintiffs filed an appeal with the United States Court of Appeals for the Eleventh Circuit (the “Appellate Court”) of certain of the District Court’s rulings in favor of the Defendants. The Defendants asked the Appellate Court to affirm such rulings and filed a cross-appeal with the Appellate Court with respect to certain other rulings of the District Court.
On September 3, 2008, the Appellate Court issued its ruling, which, among other things, affirmed the District Court’s rulings that (i) the Defendants are not prohibited by the global logistics segment includeapplicable federal leasing regulations from charging administrative or other fees to BCO Independent Contractors in connection with voluntary programs offered by the arrangement of multimodal (ground, air, oceanDefendants through which a BCO Independent Contractor may purchase discounted products and services for a charge that is deducted against the compensation payable to the BCO Independent

46
45


 
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

and rail) moves, contract logistics, truck brokerage, emergency and expedited ground, air and ocean freight, buses and warehousing. The global logistics segment markets its services primarily through independent commission sales agents and utilizes capacity provided by BCO Independent Contractors and other third party capacity providers, including Truck Brokerage Carriers, railroads, air and ocean cargo carriers, bus providers and warehouse capacity owners. The nature of the carrier and global logistics segments’ businesses is such that a significant portion of their operating costs varies directly with revenue. The insurance segment provides risk and claims management services to Landstar’s operating subsidiaries. In addition, it reinsures certain risks of the Company’s BCO Independent Contractors and provides certain property and casualty insurance directly to Landstar’s operating subsidiaries.
 
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates a segment’s performance based on operating income.
Internal revenue for transactions between the carrier and global logistics segments is based on quoted rates which are believed to approximate the cost that would have been incurred had similar services been obtained from an unrelated third party. Internal revenue for premiums billed by the insurance segment to the carrier and global logistics segments is calculated each fiscal period based primarily on an actuarial calculation of historical loss experience and is believed to approximate the cost that would have been incurred by the carrier and global logistics segments had similar insurance been obtained from an unrelated third party.
During 2006, 2005 and 2004, revenue derived from various departments of the United States Government represented 9%Contractor (a “Charge-back Deduction”), 17% and 9%, respectively, of consolidated revenue. Included in consolidated revenue derived from the various departments of the United States Government in 2006, 2005 and 2004 was $100,655,000, $275,929,000 and $63,790,000, respectively, of emergency transportation services related to disaster relief efforts for storms that impacted the United States. These emergency transportation services were provided primarily under a contract between Landstar Express America and the United States Department of Transportation/Federal Aviation Administration and reflected in revenue of the global logistics segment. No other single customer accounted for more than 10% of consolidated revenue in 2006, 2005 or 2004. In addition, during 2006 approximately 10% of the Company’s revenue was attributable to the automotive industry. One agent in the global logistics segment contributed approximately $196,000,000 of the Company’s revenue in 2006. Substantially all of the Company’s revenue is generated in the United States.


47


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following tables summarize information about the Company’s reportable business segments as of and for the fiscal years ending December 30, 2006, December 31, 2005 and December 25, 2004 (in thousands):
                     
  Carrier  Global Logistics  Insurance  Other  Total 
 
2006
                    
External revenue $1,796,616  $682,542  $34,598      $2,513,756 
Internal revenue  54,837   2,478   28,293       85,608 
Investment income          4,250       4,250 
Interest and debt expense             $6,821   6,821 
Depreciation and amortization  12,814   152       3,830   16,796 
Operating income  181,550   31,433   35,673   (57,437)  191,219 
Expenditures on long-lived assets  637   174       3,362   4,173 
Goodwill  20,496   10,638           31,134 
Capital lease additions  36,594               36,594 
Total assets  357,575   115,729   106,322   67,025   646,651 
2005
                    
External revenue $1,691,668  $795,136  $31,024      $2,517,828 
Internal revenue  95,872   2,222   31,036       129,130 
Investment income          2,695       2,695 
Interest and debt expense             $4,744   4,744 
Depreciation and amortization  11,262   309       4,349   15,920 
Operating income  169,882   60,115   19,374   (56,149)  193,222 
Expenditures on long-lived assets  798   20       3,039   3,857 
Goodwill  20,496   10,638           31,134 
Capital lease additions  28,512               28,512 
Total assets  360,083   304,727   58,379   42,625   765,814 
2004
                    
External revenue $1,454,862  $534,922  $30,152      $2,019,936 
Internal revenue  48,673   4,967   30,538       84,178 
Investment income          1,346       1,346 
Interest and debt expense             $3,025   3,025 
Depreciation and amortization  9,473   270       4,216   13,959 
Operating income  126,831   25,392   12,456   (51,156)  113,523 
Expenditures on long-lived assets  730   206       5,441   6,377 
Goodwill  20,496   10,638           31,134 
Capital lease additions  17,963               17,963 
Total assets  317,466   136,311   91,183   41,842   586,802 
(11)  Commitments and Contingencies
At December 30, 2006, in addition to the $42,703,000 letters of credit secured by investments, Landstar had $27,219,000 of letters of credit outstanding under the Company’s revolving credit facility.
On November 1, 2002, the Owner-Operator Independent Drivers Association, Inc. (“OOIDA”) and certain BCO Independent Contractors (as defined below) (collectively with OOIDA, the “Plaintiffs”) filed a putative


48


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

class action complaint on behalf of independent contractors who provide truck capacity to the Company and its subsidiaries under exclusive lease arrangements (“BCO Independent Contractors”) in the United States District Court for the Middle District of Florida (the “Court”) in Jacksonville, Florida, against the Company and certain of its subsidiaries, which was amended on April 7, 2005 (the “Amended Complaint”). The Amended Complaint alleges that certain aspects of the Company’s motor carrier leases and related practices with its BCO Independent Contractors violate certain federal leasing regulations and seeks injunctive relief, an unspecified amount of damages and attorney’s fees. On August 30, 2005, the Court granted a motion by(ii) the Plaintiffs are not entitled to certify the case as a class action.
On October 6, 2006, the Court issued a summary judgment ruling which found, among other things, that (1) the lease agreements of therestitution or disgorgement with respect to violations by Defendants (as defined below) literally complied with the requirements of Section 376.12(d) of the applicable federal leasing regulations in regards to provisions relating to reductions to revenue derived from freight uponbut instead may recover only actual damages, if any, which BCO Independent Contractors’ compensation is calculated, (2) charge-back amounts which include fees and profits to the motor carrier are not unlawful under Section 376.12(h) and (3) the Defendants had violated 376.12(h) of the regulations by failing to provide access to documents to determine the validity of certain charges. On January 12, 2007, the Court ruled that the monetary remedy available to the Plaintiffs would be limited to damagesthey sustained as a result of any such violations and (iii) the violation and rejected Plaintiffs’ request for equitable relief in the form of restitution or disgorgement.
On January 16, 2007, the Court ordered the decertification of the classclaims of BCO Independent Contractors may not be handled on a class action basis for purposes of determining remedies. Immediately thereafter, the trial commenced for purposesamount of determining what remedies,actual damages, if any, would be awarded tothey sustained as a result of any violations. Further, the remaining named BCO Independent Contractor Plaintiffs against the following subsidiariesanalysis of the Company: Landstar Inway, Inc., Landstar Ligon, Inc. and Landstar Ranger, Inc. (the “Defendants”). On January 18, 2007, in response to a motion filed byAppellate Court confirmed the Defendants following the presentationabsence of any violations alleged by the Plaintiffs of their casethe federal leasing regulations with respect to the written terms of all leases currently in chief, the Court granted judgment as a matter of law in favor ofuse between the Defendants and statedBCO Independent Contractors.
However, the ruling of the Appellate Court reversed the District Court’s rulings (i) that an old version of the lease formerly used by Defendants but not in use with any current BCO Independent Contractor complied with applicable disclosure requirements under the federal leasing regulations with respect to adjustments to compensation payable to BCO Independent Contractors on certain loads sourced from the U.S. Dept. of Defense, and (ii) that the Defendants had provided sufficient documentation to BCO Independent Contractors under the applicable federal leasing regulations relating to how the component elements of Charge-back Deductions were computed. The Appellate Court then remanded the case to the District Court to permit the Plaintiffs had failed to presentseek injunctive relief with respect to these violations of the federal leasing regulations and to hold an evidentiary hearing to give the Named Plaintiffs an opportunity to produce evidence of any damages they actually sustained as a result of such violations.
Each of the parties to the Litigation has filed a petition with the Appellate Court seeking rehearing of the Appellate Court’s ruling; however, there can be no assurance that any petition for rehearing will be granted.
Although no assurances can be given with respect to the outcome of the Litigation, including any possible award of attorneys’ fees to the Plaintiffs, hadthe Company believes that (i) no Plaintiff has sustained any actual damages as a result of any violationviolations by the Defendants of the applicable federal leasing regulations. Onregulations and (ii) injunctive relief, if any, that date,may be granted by the District Court also ruled that accesson remand is unlikely to documents describinghave a third party vendor’s charges to determine the validity of charge-back amounts under 376.12(h) was not required under Defendants’ current lease with respect to programs where the lease contains a price to a BCO Independent Contractor that is not calculatedmaterial adverse financial effect on the basis of a third party vendor’s charge to the Defendants. Plaintiffs’ request for injunctive relief remains pending. Upon entry by the Court of a written final Judgment, the Plaintiffs will have the right to appeal the Court’s rulings.Company.
 
The Company is involved in certain other claims and pending litigation arising from the normal conduct of business. Based on knowledge of the facts and, in certain cases, opinions of outside counsel, management believes that adequate provisions have been made for probable losses with respect to the resolution of all such other claims and pending litigation and that the ultimate outcome, after provisions thereof,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.
(11)  Concentrations of Credit Risk in Key Customers
Financial instruments that potentially subject the Company to significant concentrations of credit risk include accounts receivable from trade customers. The Company performs ongoing credit evaluations of the financial condition of its customers and an allowance for doubtful accounts is maintained as required under U.S. generally accepted accounting principles. During 2008, the Company experienced a higher level of customer bad debt expense than experienced in the previous five years. Credit risk with respect to the Company’s accounts receivable historically has been broadly diversified due to the large number of entities comprising the Company’s customer base and their dispersion across many different industries and geographical regions. No single customer accounted for more than 10% of Company revenue for the fiscal year period ended December 27, 2008, and no single customer accounted for more than 10% of the gross accounts receivable balance at December 27, 2008. It should be noted, however, that revenue from customers in the automotive sector represented in the aggregate approximately 7% of the Company’s revenue for the 2008 fiscal year period. The Company estimates that receivable balances relating to customers with a significant concentration of their business in the automotive sector represented approximately 6% to 8% of gross accounts receivable at December 27, 2008. The financial condition of the U.S. domestic automotive industry may be significantly adversely affected by the availability of credit to U.S. consumers and the overall financial


46


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
condition of the U.S. economy, both of which have recently weakened. A significant deterioration in the financial condition or operations of the Company’s customers within the automotive sector, including the larger U.S. domestic automobile manufacturers and their vendors, suppliers and other service providers, or in the Company’s non-automotive sector customer accounts, could negatively impact the collectability of trade accounts receivable due from these customers, which could result in an adverse effect on the Company’s operating results in a given quarter or year.
(12)  Segment Information
Historically, the Company reported the results of three operating segments: the carrier segment, the global logistics segment and the insurance segment. Beginning in the thirteen-week period ended March 29, 2008, the Company revised the presentation format of its segment disclosure to consolidate the previously reported three segments to two segments: the transportation logistics segment and the insurance segment. This change in segment reporting reflected increased centralization and consolidation of certain administrative and sales functions across all of the Company’s operating subsidiaries and the increased similarity of the services provided by the operations of the Company’s various operating subsidiaries, primarily with respect to truck brokerage services. As a result of this change in presentation, the revenue and operating results formerly separated into the carrier and global logistics segments, together with corporate overhead, which was previously included as “other” in the segment information, were consolidated into the transportation logistics segment. This change in reporting had no impact on reporting with respect to the insurance segment.
The transportation logistics segment markets its services primarily through independent commission sales agents. The transportation logistics segment provides a wide range of transportation and logistics services including truckload transportation, rail intermodal, air cargo and ocean cargo services, the arrangement of multimodal (ground, air, ocean and rail) moves and warehousing to a variety of industries including automotive products, paper, lumber and building products, metals, chemicals, foodstuffs, heavy machinery, retail, electronics, ammunition and explosives and military hardware. In addition, the transportation logistics segment provides transportation services to other transportation companies including logistics andless-than-truckload service providers. The transportation logistics segment also provides dedicated contract and logistics solutions, including freight optimization andless-than-truckload freight consolidations, expedited land and air delivery of time-critical freight and the movement of containers via ocean. Each of the independent commission sales agents has the opportunity to market all of the services provided by the transportation logistics segment.
Truckload services primarily are provided for a wide range of general commodities, much of which are over irregular or non-repetitive routes, utilizing dry and specialty vans and unsided trailers, including flatbed, drop deck and specialty trailers. Available truckload services also includeshort-to-long haul movement of containers by truck and expedited ground and dedicated power-only truck capacity. These services are provided by independent contractors who provide truck capacity to the Company under exclusive lease arrangements (the “BCO Independent Contractors”) and other third party truck capacity providers under non-exclusive contractual arrangements (“Truck Brokerage Carriers”). Rail intermodal, air and ocean services are provided by third party railroad carriers and air and ocean cargo carriers. The Company has contracts with all of the Class 1 domestic railroads and certain Canadian railroads and contracts with domestic and international airlines and ocean lines. Warehousing services are provided by independent contractors who provide warehouse capacity to the Company under non-exclusive contractual arrangements (“Warehouse Capacity Owners”).
The insurance segment provides risk and claims management services to Landstar’s operating subsidiaries. In addition, it reinsures certain risks of the Company’s BCO Independent Contractors and provides certain property and casualty insurance directly to Landstar’s operating subsidiaries. Internal revenue for premiums billed by the insurance segment to the transportation logistics segment is calculated each fiscal period based


47


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
primarily on an actuarial calculation of historical loss experience and is believed to approximate the cost that would have been incurred by the transportation logistics segment had similar insurance been obtained from an unrelated third party.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates a segment’s performance based on operating income.
Historically, the United States Government has been the Company’s largest customer. During 2008, 2007 and 2006, revenue derived from various departments of the United States Government represented 5%, 6% and 9%, respectively, of consolidated revenue. Included in consolidated revenue derived from the various departments of the United States Government in 2007 and 2006 was $8,511,000 and $100,655,000, respectively, of revenue related to disaster relief services. These disaster relief services were provided primarily under a contract between Landstar Express America, Inc. and the United States Department of Transportation/Federal Aviation Administration. No single customer accounted for more than 10% of consolidated revenue in 2008, 2007 or 2006. One agent contributed approximately $246,000,000, or 9%, of the Company’s revenue in 2008 but contributed less than 1% of the Company’s net revenue, representing revenue less the cost of purchased transportation and agent commission. Substantially all of the Company’s revenue is generated in North America, primarily through customers located in the United States.
The following tables summarize information about the Company’s reportable business segments as of and for the fiscal years ending December 27, 2008, December 29, 2007 and December 30, 2006 (in thousands):
             
  Transportation
       
  Logistics  Insurance  Total 
 
2008
            
External revenue $2,606,216  $36,853  $2,643,069 
Internal revenue      27,565   27,565 
Investment income      3,339   3,339 
Interest and debt expense  7,351       7,351 
Depreciation and amortization  20,960       20,960 
Operating income  148,385   38,456   186,841 
Expenditures on long-lived assets  8,289       8,289 
Goodwill  31,134       31,134 
Capital lease additions  4,802       4,802 
Total assets  530,163   133,367   663,530 
2007
            
External revenue $2,450,411  $36,866  $2,487,277 
Internal revenue      29,217   29,217 
Investment income      5,347   5,347 
Interest and debt expense  6,685       6,685 
Depreciation and amortization  19,088       19,088 
Operating income  150,638   34,055   184,693 
Expenditures on long-lived assets  6,514       6,514 
Goodwill  31,134       31,134 
Capital lease additions  36,046       36,046 
Total assets  539,618   89,383   629,001 


48


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
             
  Transportation
       
  Logistics  Insurance  Total 
 
2006
            
External revenue $2,479,158  $34,598  $2,513,756 
Internal revenue      28,293   28,293 
Investment income      4,250   4,250 
Interest and debt expense  6,821       6,821 
Depreciation and amortization  16,796       16,796 
Operating income  155,546   35,673   191,219 
Expenditures on long-lived assets  4,173       4,173 
Goodwill  31,134       31,134 
Capital lease additions  36,594       36,594 
Total assets  540,329   106,322   646,651 

49


 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Board of Directors and Shareholders
Landstar System, Inc.:
 
We have audited the accompanying consolidated balance sheets of Landstar System, Inc. and subsidiary (the Company) as of December 30, 200627, 2008 and December 31, 2005,29, 2007, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the fiscal years ended December 30, 2006,27, 2008, December 31, 200529, 2007 and December 25, 2004.30, 2006. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Landstar System, Inc. and subsidiary as of December 30, 200627, 2008 and December 31, 2005,29, 2007, and the results of their operations and their cash flows for the fiscal years ended December 30, 2006,27, 2008, December 31, 200529, 2007 and December 25, 2004,30, 2006, in conformity with U.S. generally accepted accounting principles.
 
As discussed in Note 1 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards Board Interpretation No. 123R, Share-Based Payment,48, Accounting for Uncertainty in Income Taxes, effective January 1,December 31, 2006.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Landstar System, Inc.’s internal control over financial reporting as of December 30, 2006,29, 2007, based on criteria established inInternal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 26, 200724, 2009 expressed an unqualified opinion on management’s assessmentthe effectiveness of and the effective operation of,Company’s internal control over financial reporting.
 
/s/  KPMG LLP
 
February 26, 200724, 2009
Jacksonville, Florida
Certified Public Accountants


50


LANDSTAR SYSTEM, INC. AND SUBSIDIARY

QUARTERLY FINANCIAL DATA

(Dollars in thousands, except per share amounts)

(Unaudited)
 
                                
 Fourth
 Third
 Second
 First
  Fourth
 Third
 Second
 First
 
 Quarter
 Quarter
 Quarter
 Quarter
  Quarter
 Quarter
 Quarter
 Quarter
 
 2006 2006 2006 2006  2008 2008 2008 2008 
Revenue $611,279  $649,197  $643,238  $610,042  $603,837  $732,753  $697,651  $608,828 
                  
Operating income $48,652  $51,701  $49,255  $41,611  $40,977  $54,690  $50,185  $40,989 
                  
Income before income taxes $46,781  $49,893  $47,963  $39,761  $39,261  $52,933  $48,449  $38,847 
Income taxes  18,091   19,313   18,498   15,411   14,656   20,116   18,684   15,104 
                  
Net income $28,690  $30,580  $29,465  $24,350  $24,605  $32,817  $29,765  $23,743 
                  
Earnings per common share(1) $0.51  $0.53  $0.50  $0.41  $0.47  $0.62  $0.56  $0.45 
                  
Diluted earnings per share(1) $0.50  $0.53  $0.50  $0.41  $0.47  $0.62  $0.56  $0.45 
                  
Dividends paid per common share $0.030  $0.030  $0.025  $0.025  $0.0400  $0.0400  $0.0375  $0.0375 
                  
 
                                
 Fourth
 Third
 Second
 First
  Fourth
 Third
 Second
 First
 
 Quarter
 Quarter
 Quarter
 Quarter
  Quarter
 Quarter
 Quarter
 Quarter
 
 2005 2005 2005 2005  2007 2007 2007 2007 
Revenue $800,442  $676,070  $539,104  $502,212  $642,865  $634,811  $632,952  $576,649 
                  
Operating income(2) $69,553  $57,547  $37,675  $28,447  $48,666  $49,648  $49,508  $36,871 
                  
Income before income taxes(2) $68,003  $56,342  $36,623  $27,510  $46,445  $47,884  $48,400  $35,279 
Income taxes(2)  26,216   21,773   14,199   10,692   17,414   18,536   18,730   13,675 
                  
Net income(2) $41,787  $34,569  $22,424  $16,818  $29,031  $29,348  $29,670  $21,604 
                  
Earnings per common share(2)(1) $0.71  $0.59  $0.38  $0.28  $0.55  $0.54  $0.53  $0.39 
                  
Diluted earnings per share(2)(1) $0.70  $0.58  $0.37  $0.27  $0.54  $0.54  $0.53  $0.38 
                  
Dividends paid per common share $0.025  $0.025          $0.0375  $0.0375  $0.0300  $0.0300 
              
 
 
(1)Due to the changes in the number of average common shares and common stock equivalents outstanding during the year, the sum of earnings per share amounts for each quarter do not necessarily addsum in the aggregate to the earnings per share amounts for the full year.
(2)On January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123R, Share-Based Payment (“FAS 123R”), under the modified retrospective method. Financial information for 2005 has been adjusted to reflect the retrospective implementation of FAS 123R.


51


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Board of Directors and Shareholders
Landstar System, Inc.:
 
Under date of February 26, 2007,24, 2009, we reported on the consolidated balance sheets of Landstar System, Inc. and subsidiary (the Company) as of December 30, 200627, 2008 and December 31, 2005,29, 2007, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the fiscal years ended December 27, 2008, December 29, 2007 and December 30, 2006, December 31, 2005 and December 25, 2004, as containedwhich are included in the 20062008 annual report to shareholders.shareholders onForm 10-K of Landstar System, Inc. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedules as listed in Item 15(a)(2). These financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statement schedules based on our audits.
 
In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
 
As discussed in Note 1 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards Board Interpretation No. 123R, Share-Based Payment,48, Accounting for Uncertainty in Income Taxes, effective January 1,December 31, 2006.
 
/s/  KPMG LLP
 
February 26, 200724, 2009
Jacksonville, Florida
Certified Public Accountants


52


LANDSTAR SYSTEM, INC.
 
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT
PARENT COMPANY ONLY BALANCE SHEET INFORMATION

(Dollars in thousands, except per share amounts)
 
                
 Dec. 30,
 Dec. 31,
  Dec. 27,
 Dec. 29,
 
 2006 2005  2008 2007 
ASSETS
ASSETS
ASSETS
Investment in Landstar System Holdings, Inc., net of advances $230,274  $255,689  $253,136  $180,786 
          
Total assets $230,274  $255,689  $253,136  $180,786 
          
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES AND SHAREHOLDERS’ EQUITY
Shareholders’ equity:                
Common stock, $.01 par value, authorized 160,000,000 shares, issued 64,993,143 and 64,151,902 $650  $642 
Common stock, $.01 par value, authorized 160,000,000 shares, issued 66,109,547 and 65,630,383 $661  $656 
Additional paid-in capital  108,020   84,532   154,533   132,788 
Retained earnings  499,273   392,549   704,331   601,537 
Cost of 9,028,009 and 5,344,883 shares of common stock in treasury  (377,662)  (221,776)
Accumulated other comprehensive loss  (7)  (211)
Note receivable arising from exercise of stock options      (47)
Cost of 14,424,887 and 13,121,109 shares of common stock in treasury  (605,828)  (554,252)
Accumulated other comprehensive gain/(loss)  (561)  57 
          
Total shareholders’ equity  230,274   255,689   253,136   180,786 
          
Total liabilities and shareholders’ equity $230,274  $255,689  $253,136  $180,786 
          
See Report of Independent Registered Public Accounting Firm.


53


LANDSTAR SYSTEM, INC.
 
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT
PARENT COMPANY ONLY STATEMENT OF INCOME INFORMATION

(Dollars in thousands, except per share amounts)
 
                        
 Fiscal Years Ended  Fiscal Years Ended 
 Dec. 30,
 Dec. 31,
 Dec. 25,
  Dec. 27,
 Dec. 29,
 Dec. 30,
 
 2006 2005 2004  2008 2007 2006 
Equity in undistributed earnings of Landstar System Holdings, Inc $113,079  $115,020  $67,933 
Equity in undistributed earnings of Landstar System Holdings, Inc.  $110,331  $109,200  $113,079 
Income taxes  (6)  (578)  96   (599)  (453)  (6)
              
Net income $113,085  $115,598  $67,837  $110,930  $109,653  $113,085 
              
Earnings per common share $1.95  $1.95  $1.13  $2.11  $2.01  $1.95 
              
Diluted earnings per share $1.93  $1.91  $1.10  $2.10  $1.99  $1.93 
              
Dividends paid per common share $0.11  $0.05      $0.155  $0.135  $0.110 
            
Average number of shares outstanding:                        
Earnings per common share  57,854,000   59,199,000   60,154,000   52,503,000   54,681,000   57,854,000 
              
Diluted earnings per share  58,654,000   60,413,000   61,757,000   52,854,000   55,156,000   58,654,000 
              
See Report of Independent Registered Public Accounting Firm.


54


LANDSTAR SYSTEM, INC.
 
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT
PARENT COMPANY ONLY STATEMENT OF CASH FLOWS INFORMATION

(Dollars in thousands)
 
                        
 Fiscal Years Ended  Fiscal Years Ended 
 Dec. 30,
 Dec. 31,
 Dec. 25,
  Dec. 27,
 Dec. 29,
 Dec. 30,
 
 2006 2005 2004  2008 2007 2006 
Operating Activities                        
Net income $113,085  $115,598  $67,837  $110,930  $109,653  $113,085 
Adjustments to reconcile net income to net cash provided by operating activities:                        
Equity in undistributed earnings of Landstar System Holdings, Inc.   (113,079)  (115,020)  (67,933)
Equity in undistributed earnings of Landstar System Holdings, Inc  (110,331)  (109,200)  (113,079)
              
Net Cash Provided (Used) By Operating Activities  6   578   (96)
Net Cash Provided By Operating Activities  599   453   6 
              
Investing Activities                        
Additional investments in and advances from Landstar System Holdings, Inc., net  146,509   81,269   4,097   44,972   167,040   146,509 
              
Net Cash Provided By Investing Activities  146,509   81,269   4,097   44,972   167,040   146,509 
              
Financing Activities                        
Excess tax benefit on stock option exercises  5,758   7,036   6,849   2,231   3,624   5,758 
Proceeds from repayment of notes arising from exercises of stock options  47   423   115 
Proceeds from repayment of note receivable arising from exercise of stock options  0   0   47 
Proceeds from exercises of stock options  10,533   9,216   16,036   12,249   12,862   10,533 
Dividends paid  (6,361)  (2,922)      (8,136)  (7,389)  (6,361)
Purchases of common stock  (156,492)  (95,600)  (27,001)  (51,576)  (176,590)  (156,492)
              
Net Cash Used By Financing Activities  (146,515)  (81,847)  (4,001)  (45,232)  (167,493)  (146,515)
              
Change in cash  0   0   0 
Cash at beginning of period  0   0   0 
Effect of exchange rate changes on cash and cash equivalents  (339)  0   0 
Change in cash and cash equivalents  0   0   0 
Cash and cash equivalents at beginning of period  0   0   0 
              
Cash at end of period $0  $0  $0 
Cash and cash equivalents at end of period $0  $0  $0 
              
See Report of Independent Registered Public Accounting Firm.


55


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
 
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
For the Fiscal Year Ended December 30, 200627, 2008
(Dollars in thousands)
 
                                        
COL A
 COL B COL C COL D COL E  COL B COL C COL D COL E 
   Additions     
     Charged to
        Additions     
 Balance at
 Charged to
 Other
 Deductions
 Balance at
      Charged to
     
 Beginning of
 Costs and
 Accounts
 Describe
 End of
  Balance at
 Charged to
 Other
 Deductions
 Balance at
 
 Period Expenses Describe (A) Period  Beginning of
 Costs and
 Accounts
 Describe
 End of
 
 (Dollars in thousands)  Period Expenses Describe (A) Period 
Description                                        
Allowance for doubtful accounts:                                        
Deducted from trade receivables $4,655  $3,235      $(3,056) $4,834  $4,469  $4,641      $(2,880) $6,230 
Deducted from other receivables  4,342   2,099       (1,929)  4,512   4,792   2,290       (2,784)  4,298 
Deducted from other non-current receivables  282   15               297   310   6           316 
                      
 $9,279  $5,349      $(4,985) $9,643  $9,571  $6,937               $(5,664) $10,844 
                      
 
 
(A)Write-offs, net of recoveries.
See Report of Independent Registered Public Accounting Firm.


56


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
 
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
For the Fiscal Year Ended December 31, 200529, 2007
(Dollars in thousands)
 
                                        
COL A
 COL B COL C COL D COL E  COL B COL C COL D COL E 
   Additions     
     Charged to
        Additions     
 Balance at
 Charged to
 Other
 Deductions
 Balance at
      Charged to
     
 Beginning of
 Costs and
 Accounts
 Describe
 End of
  Balance at
 Charged to
 Other
 Deductions
 Balance at
 
 Period Expenses Describe (A) Period  Beginning of
 Costs and
 Accounts
 Describe
 End of
 
 (Dollars in thousands)  Period Expenses Describe (A) Period 
Description                                        
Allowance for doubtful accounts:                                        
Deducted from trade receivables $4,021  $3,399          $(2,765) $4,655  $4,834  $2,501      $(2,866) $4,469 
Deducted from other receivables  4,245   2,521       (2,424)  4,342   4,512   1,586       (1,306)  4,792 
Deducted from other non-current receivables  263   19           282   297   13           310 
                      
 $8,529  $5,939      $(5,189) $9,279  $9,643  $4,100               $(4,172) $9,571 
                      
 
 
(A)Write-offs, net of recoveries.
See Report of Independent Registered Public Accounting Firm.


57


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
 
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
For the Fiscal Year Ended December 25, 200430, 2006
(Dollars in thousands)
 
                                        
COL A
 COL B COL C COL D COL E  COL B COL C COL D COL E 
   Additions     
     Charged to
        Additions     
 Balance at
 Charged to
 Other
 Deductions
 Balance at
      Charged to
     
 Beginning of
 Costs and
 Accounts
 Describe
 End of
  Balance at
 Charged to
 Other
 Deductions
 Balance at
 
 Period Expenses Describe (A) Period  Beginning of
 Costs and
 Accounts
 Describe
 End of
 
 (Dollars in thousands)  Period Expenses Describe (A) Period 
Description                                        
Allowance for doubtful accounts:                                        
Deducted from trade receivables $3,410  $2,883      $(2,272) $4,021  $4,655  $3,235      $(3,056) $4,834 
Deducted from other receivables  4,077   3,348       (3,180)  4,245   4,342   2,099       (1,929)  4,512 
Deducted from other non-current receivables  244   19               263   282   15           297 
                      
 $7,731  $6,250      $(5,452) $8,529  $9,279  $5,349               $(4,985) $9,643 
                      
 
 
(A)Write-offs, net of recoveries.recoveries
See Report of Independent Registered Public Accounting Firm.


58


Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.
 
Item 9A.  Controls and Procedures
 
Disclosure Controls and ProcedureProcedures
 
As of the end of the period covered by this Annual Report onForm 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 each of the Co-Chief Financial Officers (formerly, the Executive Vice President and Chief Financial Officer and the Vice President and Corporate Controller) (“Co-CFOs”CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined inRule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the CEO and Co-CFOs haveCFO concluded that the Company’s disclosure controls and procedures were effective as of December 30, 200627, 2008 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 the disclosure controls and procedures, Company management recognizedrecognizes 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 controls over financial reporting, as such term is defined inRules 13a-15(f) and15d-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 and principal financial officers, assessed the effectiveness of the Company’s internal control over financial reporting as of December 30, 2006.27, 2008. This assessment was performed using the criteria established under the Internal Control-Integrated Framework 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


59


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.


59


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 30, 2006.27, 2008.
 
KPMG LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report onForm 10-K for the fiscal year ended December 30, 2006,27, 2008, has issued an audit report on management’s assessmentthe effectiveness of the Company’s internal control over financial reporting. Such report appears immediately below.
 
(b)  Attestation Report of the Registered Public Accounting Firm


60


 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Board of Directors and Shareholders
Landstar System, Inc:
 
We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that Landstar System, Inc. maintained effective’s internal control over financial reporting as of December 30, 2006,27, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Landstar System, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management report on internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment,assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control andbased on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’s 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. A 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 financial statements.
 
Because of its inherent limitations, internal control over financial reporting 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.
 
In our opinion, management’s assessment that Landstar System, Inc. maintained effective internal control over financial reporting as of December 30, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control — Integrated Framework issued by COSO. Also, in our opinion, Landstar System, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 30, 2006,27, 2008, based on criteria established inInternal Control — Integrated Framework issued by COSO.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Landstar System, Inc. and subsidiary as of December 30, 200627, 2008 and December 31, 2005,29, 2007, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for the fiscal years ended December 27, 2008, December 29, 2007 and


60


December 30, 2006, December 31, 2005 and December 25, 2004, and our report dated February 26, 200724, 2009, expressed an unqualified opinion on those consolidated financial statements.
 
/s/  S/KPMG LLP
 
February 26, 200724, 2009
Jacksonville, Florida
Certified Public Accountants


61


(c)  Changes in Internal Control Over Financial Reporting
 
There were no significant changes in the Company’s internal controls over financial reporting during the Company’s fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
Item 9B.  Other Information
 
On February 27, 2007, the Company entered into Key Executive Employment Protection Agreements with Larry S. Thomas, Vice President and Chief Information Officer of the Company, and Jim M. Handoush, President of Landstar Global Logistics, and amended the Key Executive Employment Protection Agreement of James B. Gattoni, Vice President and Co-Chief Financial Officer of the Company. A form of the agreements is attached hereto as Exhibit 10.13, and is incorporated herein by reference. The agreements become effective on the date on which a change of control of the Company occurs and coverage is effective for a period of two years thereafter. Benefits payable under the agreements are triggered by a change of control of the Company, or a potential change of control of the Company, followed by an involuntary termination by the Company (not for cause or disability), termination by the executive for good reason or upon a resignation by the executive during asixty-day window beginning on the six-month anniversary of the change of control. In the event of such a qualifying termination during the two year effective period, Mr. Gattoni will receive, in addition to his accrued and vested but unpaid salary and benefits, a lump sum severance payment equal to two times the sum of his annual base salary and the amount that would have been payable to him as a bonus for the year in which the change of control occurs, determined by multiplying his annual base salary by his total “participant’s percentage participation” established for such year under the Company’s Incentive Compensation Plan (or any successor plan thereto). If Messrs. Thomas or Handoush experience such a qualifying termination during the two year effective period, he will receive, in addition to his accrued and vested but unpaid salary and benefits, a lump sum severance payment equal to one times the sum of his annual base salary and the amount that would have been payable to the executive as a bonus for the year in which the change of control occurs, determined by multiplying the executive’s annual base salary by his total “participant’s percentage participation” established for such year under the Company’s Incentive Compensation Plan (or any successor plan thereto). Under the agreements, if the executive officer incurs a qualifying termination he will also receive continued welfare and fringe benefit plan coverage for up to one year following the date of the qualifying termination or if earlier, until the date the executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer. In addition, to the extent that any payments are subject to the excise tax imposed on so-called “excess parachute payments,” a taxgross-up payment will be made to the executive officer.None
 
PART III
 
Item 10.  Directors, Executive Officers and Corporate Governance
 
The information required by this Item concerning the Directors (and nominees for Directors) and Executive Officers of the Company is set forth under the captions “Election of Directors,” “Directors of the Company,” “Information Regarding Board of Directors and Committees,” and “Executive Officers of the Company” and “Compliance with Section 16(a) of the Securities Exchange Act of 1934” in the Company’s definitive Proxy Statement for its annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference. The information required by this Item concerning Director Independence, the Company’s Audit Committee and the Audit Committee’s Financial Expert is set forth under the caption “Information Regarding Board of Directors and Committees” and “Report of the Audit Committee” in the Company’s definitive Proxy Statement for its annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.
 
The Company has adopted a Code of Ethics and Business Conduct that applies to each of its directors and employees, including its principal executive officer, principal financial officer, controller and all other employees performing similar


62


functions. The Code of Ethics and Business Conduct is available on the Company’s website atwww.landstar.comunder “Investors“Investor Relations — Corporate Governance”.Governance.” The Company intends to satisfy the disclosure requirement under Item 5.05 ofForm 8-K regarding amendments to, or waivers from, a provision or provisions of the Code of Ethics and Business Conduct by posting such information on its website at the web address indicated above.
 
Item 11.  Executive Compensation
 
The information required by this Item is set forth under the captions “Compensation of Directors”,Directors,” “Compensation of Executive Officers,” “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Option Exercises and Stock Vested,” “Outstanding Equity Awards at Fiscal Year End,”, “Nonqualified Deferred Compensation,” “Report of the Compensation Committee on Executive Compensation,”Compensation” and “Key Executive Employment Protection Agreements” in the Company’s definitive Proxy Statement for its annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.


61


Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The information required by this Item pursuant to Item 201(d) ofRegulation S-K is set forth under the caption “Market for Registrants Common Equity, and Related Stockholder Matters”Matters and Issuer Purchases of Equity Securities” in Part II, Item 5 of this report, and is incorporated by reference herein.
 
The information required by this Item pursuant to Item 403 ofRegulation S-K is set forth under the caption “Security Ownership by Management and Others” in the Company’s definitive Proxy Statement for its annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.
 
Item 13.  Certain Relationships and Related Transactions, and Director Independence
 
None.There are no matters required to be disclosed under this item regarding Transactions with Related Persons, Promoters and Certain Control Persons.
The information required to be disclosed under this item regarding Director Independence is set forth under the caption “Independent Directors” in the Company’s definitive Proxy Statement for its annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.
 
Item 14.  Principal Accounting Fees and Services
 
The information required by this item is set forth under the caption “Report of the Audit Committee” and “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s definitive Proxy Statement for its annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.
 
PART IV
 
Item 15.  Exhibits and Financial Statement Schedules
 
(a)(1)Financial Statements and Supplementary Data
 
     
  Page
 
 3332
 3433
 3534
 3635
 3736
 50


6362


(2) Financial Statement SchSchedulesedules
 
The report of the Company’s independent registered public accounting firm with respect to the financial statement schedules listed below appears on page 52 of this Annual Report onForm 10-K.
 
       
Schedule
    
Number
 
Description
 Page
 
 
 Condensed Financial Information of Registrant Parent Company Only Balance Sheet Information  53 
 Condensed Financial Information of Registrant Parent Company Only Statement of Income Information  54 
 Condensed Financial Information of Registrant Parent Company Only Statement of Cash Flows Information  55 
Valuation and Qualifying Accounts For the Fiscal Year Ended December 27, 200856
Valuation and Qualifying Accounts For the Fiscal Year Ended December 29, 200757
 Valuation and Qualifying Accounts For the Fiscal Year Ended December 30, 200656
Valuation and Qualifying Accounts For the Fiscal Year Ended December 31, 200557
Valuation and Qualifying Accounts For the Fiscal Year Ended December 25, 2004  58 
 
All other financial statement schedules not listed above 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
 
        
Exhibit
Exhibit
  Exhibit
  
No.
No.
 
Description
No.
 
Description
(2)  Plan of acquisition, reorganization, arrangement, liquidation or succession(3)  Articles of Incorporation and By-Laws:
2.1 Asset Purchase Agreement by and between Landstar Poole, Inc. as the seller, and Landstar System, Inc., as the guarantor, and Schneider National, Inc., as the purchaser, dated as of July 15, 1998. (Incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report onForm 10-Q for the quarter ended June 27, 1998 (Commission FileNo. 0-21238))3.1 Restated Certificate of Incorporation of the Company dated March 6, 2006, including Certificate of Designation of Junior Participating Preferred Stock dated February 10, 1993. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report onForm 10-K for the fiscal year ended December 31, 2005 (Commission FileNo. 0-21238))
(3)  Articles of Incorporation and By-Laws:3.2 The Company’s Bylaws, as amended and restated on November 1, 2007. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report onForm 10-Q for the fiscal quarter ended September 29, 2007 (Commission FileNo. 0-21238))
3.1 Restated Certificate of Incorporation of the Company dated March 6, 2006, including Certificate of Designation of Junior Participating Preferred Stock dated February 10, 1993. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report onForm 10-K for the fiscal year ended December 31, 2005 (Commission FileNo. 0-21238))(4)  Instruments defining the rights of security holders, including indentures:
3.2 The Company’s Bylaws, as amended and restated on February 9, 1993. (Incorporated by reference to Exhibit 3 to the Registrant’s Registration Statement onForm S-1 (RegistrationNo. 33-57174))4.1 Specimen of Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement onForm S-1 (RegistrationNo. 33-57174))
(4)  Instruments defining the rights of security holders, including indentures:4.2 Credit Agreement, dated as of June 27, 2008, among LSHI, Landstar, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent (including exhibits and schedules thereto). (Incorporated by reference to Exhibit 99.1 to the Registrant’sForm 8-K filed on July 3, 2008 (Commission FileNo. 0-21238))
4.1 Specimen of Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement onForm S-1 (RegistrationNo. 33-57174))(10)  Material contracts:
4.2 Fourth Amended and Restated Credit Agreement, dated July 8, 2004, among LSHI, Landstar, the lenders named therein and JPMorgan Chase Bank as administrative agent (including exhibits and schedules thereto). (Incorporated by reference to Exhibit 99.1 to the Registrant’sForm 8-K filed on July 12, 2004 (Commission FileNo. 0-21238))10.1+ Landstar System, Inc. Executive Incentive Compensation Plan (Incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement filed on April 2, 2007 (Commission FileNo. 0-21238))
(10)  Material contracts:10.2+* Amendment to the Landstar System, Inc. Executive Incentive Compensation Plan, effective as of December 3, 2008
10.1+ Landstar System, Inc. Executive Incentive Compensation Plan (Incorporated by reference to Exhibit B to the Registrant’s Definitive Proxy Statement filed on March 22, 2002 (Commission FileNo. 0-21238))10.3+ Landstar System, Inc. Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2008 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007 (Commission File No. 0-21238))
10.2+ LSHI Management Incentive Compensation Plan. (Incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report onForm 10-K for the fiscal year ended December 25, 1993. (Commission FileNo. 0-21238))10.4+ Landstar System. Inc. 1993 Stock Option Plan, as amended as of December 31, 2008 (Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report onForm 8-K filed on January 7, 2009(Commission FileNo. 0-21238))
10.3+ Landstar System, Inc. 1993 Stock Option Plan. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement onForm S-1. (RegistrationNo. 33-67666))10.5+ Landstar System, Inc. 2002 Employee Stock Option Plan, as amended as of December 31, 2008 (Incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report onForm 8-K filed on January 7, 2009 (Commission FileNo. 0-21238))
10.6+ Landstar System, Inc. 1994 Director’s Stock Option Plan. (Incorporated by reference to Exhibit 99 to the Registrant’s Registration Statement onForm S-8 filed July 5, 1995. (RegistrationNo. 33-94304))


6463


     
Exhibit
  
No.
 
Description
 
 10.4+Amendment to the Landstar System, Inc. 1993 Stock Option Plan (Incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report onForm 10-K for the fiscal year ended December 27, 1997 (Commission FileNo. 0-21238))
10.5+Landstar System, Inc. 2002 Employee Stock Option Plan (Incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement filed on March 22, 2002 (Commission FileNo. 0-21238))
10.6+Landstar System, Inc. 1994 Director’s Stock Option Plan. (Incorporated by reference to Exhibit 99 to the Registrant’s Registration Statement onForm S-8 filed July 5, 1995. (RegistrationNo. 33-94304))
10.7+ First Amendment to the Landstar System, Inc. 1994 Directors Stock Option Plan (Incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report onForm 10-K for the fiscal year ended December 30, 2000 (Commission FileNo. 0-21238))
 10.8+ Second Amendment to the Landstar System, Inc. 1994 Directors Stock Option Plan (Incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report onForm 10-K for the fiscal year ended December 30, 2000 (Commission FileNo. 0-21238))
 10.9+ Directors Stock Compensation Plan, dated May 15, 2003 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report onForm 10-Q for the quarter ended June 28, 2003 (Commission FileNo. 0-21238))
 10.10+ Form of Indemnification Agreement between the Company and each of the directors and certain executive officers of the Company. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report onForm 10-K for the fiscal year ended December 27, 2003 (Commission FileNo. 0-21238))
 10.11+Form of Key Executive Employment Protection Agreement dated January 30, 1998 between Landstar System, Inc. and Robert C. LaRose (Incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report onForm 10-K for the fiscal year ended December 27, 1997 (Commission FileNo. 0-21238))
10.12+Amendment to Key Executive Employment Protection Agreement, dated August 7, 2002, between Landstar System, Inc. and Robert C. LaRose (Incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report onForm 10-K for the fiscal year ended December 28, 2002 (Commission FileNo. 0-21238))
10.13*+ Form of Key Executive Employment Protection Agreement between Landstar System, Inc. and each of Joseph J. Beacom, James B. Gattoni, Henry H. Gerkens, Jim M. Handoush, Michael K. Kneller, Jeffrey L. Pundt, Ronald G. StanleyPatrick J. O’Malley and Larry S. Thomas (Incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report onForm 10-K for the fiscal year ended December 30, 2006 (Commission FileNo. 0-21238))
10.12+*Form of Amendment to Key Executive Employment Protection Agreement between Landstar System, Inc. and each of Joseph J. Beacom, James B. Gattoni, Henry H. Gerkens, Jim M. Handoush, Michael K. Kneller, Patrick J. O’Malley and Larry S. Thomas
 10.14+.13+ Letter Agreement, dated July 2, 2002 from Jeffrey C. Crowe to Henry H. Gerkens. (Incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report onForm 10-K for the fiscal year ended December 28, 2002 (Commission FileNo. 0-21238))
 10.15+.14+ Letter agreement, dated April 27, 2004, between Landstar System, Inc. and Henry H. Gerkens (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report onForm 8-K filed on April 28, 2004 (Commission FileNo. 0-21238))
10.16+Letter Agreement, dated April 27, 2004, between Landstar System, Inc. and Jeffrey C. Crowe (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report onForm 8-K filed on April 28, 2004 (Commission FileNo. 0-21238))
 10.17+.15+ Letter Agreement, dated January 2, 2007,December 31, 2008, between Landstar System, Inc. and Robert C. LaRose (incorporatedHenry H. Gerkens (Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report onForm 8-K filed on January 3, 2007 (CommissionNo. 0-21238))
10.18+Solicitation, Offer and Award Agreement, dated October 1, 2002, as amended January 31, 2003, January 1, 2004, January 10, 2005 and September 12, 2005, between the United States Department of Transportation/Federal Aviation Administration and Landstar Express America, Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report onForm 10-Q for the fiscal quarter ended September 24, 2005.)7, 2009 (Commission FileNo. 0-21238))

65


Exhibit
No.
Description
10.19*Amendment to Solicitation, Offer and Award Agreement (as previously amended), dated December 20, 2006, between the United States Department of Transportation/Federal Aviation Administration and Landstar Express America, Inc.
 (21)  Subsidiaries of the Registrant:
 21.1* List of Subsidiary Corporations of the Registrant
 (23)  Consents of experts and counsel:
 23.1* Consent of KPMG LLP as Independent Registered Public Accounting Firm of the Registrant
 (24)  Power of attorney:
 24.1* Powers of Attorney
 (31)  Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002:
 31.1* Chief Executive Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 31.2* Co-Chief Financial Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3*Co-ChiefChief Financial Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 (32)  Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:
 32.1** Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 32.2** Co-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
32.3**Co-ChiefChief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
+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.

66
64


 
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.
 
LANDSTAR SYSTEM, INC.
 
 By: 
/s/  Henry H. Gerkens
Henry H. Gerkens
President and
Chief Executive Officer
 
By: 
/s/  Robert C. LaRose
Robert C. LaRose
Executive Vice President and Co-Chief
Financial Officer
 By: 
/s/  James B. Gattoni
James B. Gattoni
Vice President and Co-Chief
Chief Financial Officer
 
Date: February 26, 200724, 2009
 
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
 
*

Jeffrey C. Crowe
 Chairman of the Board February 26, 200724, 2009
     
/s/  Henry H. Gerkens

Henry H. Gerkens
 Director, President and
Chief
Executive Officer;
Principal
Executive Officer
 February 26, 200724, 2009
     
/s/  Robert C. LaRose

Robert C. LaRose
Executive Vice President and Co-Chief Financial OfficerFebruary 26, 2007
/s/  James B. Gattoni

James B. Gattoni
 Vice President and Co-Chief
Chief Financial Officer;
Principal Accounting Officer
 February 26, 200724, 2009
     
*

David G. Bannister
 Director February 26, 200724, 2009


67


*
Ronald W. Drucker
DirectorFebruary 24, 2009
*

William S. Elston
DirectorFebruary 24, 2009
*

Michael A. Henning
DirectorFebruary 24, 2009
*

Diana M. Murphy
DirectorFebruary 24, 2009
       
Signature
By:
 
Title
Date
*

Ronald W. Drucker
DirectorFebruary 26, 2007
*

Merritt J. Mott
DirectorFebruary 26, 2007
*

William S. Elston
DirectorFebruary 26, 2007
*

Diana M. Murphy
DirectorFebruary 26, 2007
By: 
/s/  Michael K. Kneller

Michael K. Kneller
Attorney In Fact*
    


6865