Landstar System (LSTR) 8-K Completion of Acquisition or Disposition of Assets

Exhibit 99.4

Landstar System, Inc.

Pro Forma Condensed Consolidated Financial Statements

(Unaudited)

On December 28, 2013, Landstar System Holdings, Inc., a Delaware corporation (“LSHI”) and a direct, wholly owned subsidiary of Landstar System, Inc. (the “Company”), completed the sale of all of the issued and outstanding equity interests of Landstar Supply Chain Solutions, Inc., a Delaware corporation, to XPO Logistics, Inc. (the “Transaction”).

The unaudited pro forma condensed consolidated financial information of the Company presented on the following pages was derived from the Company’s historical consolidated financial statements and is being presented to give effect to the Transaction. The pro forma adjustments are based on information that is directly attributable to the Transaction. The unaudited pro forma condensed financial information should be read in conjunction with the historical financial information and related notes contained in the Company’s Annual Report on Form 10-K for the 2012 fiscal year and its Quarterly Reports on Form 10-Q for the first three quarters of its 2013 fiscal year.

Landstar System, Inc.

Consolidated Statements of Income

(Dollars in thousands, except per share amounts)

(unaudited- pro forma information)

	39 weeks ended September 28, 2013							Fiscal Year Ended December 29, 2012
	Historical		Results of operations of business sold (d)			Pro forma (c)		Historical		Results of operations of business sold (d)			Pro forma (c)
Revenue	$	1,988,182	$	15,377		$	1,972,805	$	2,793,420	$	22,621		$	2,770,799
Investment income		1,111					1,111		1,563					1,563
Costs and expenses
Purchased transportation		1,510,984		(1,693	)		1,512,677		2,129,345		(978	)		2,130,323
Commission to agents		156,480		103			156,377		218,363		241			218,122
Other operating costs		15,557		161			15,396		22,949		367			22,582
Insurance and claims		37,040		133			36,907		37,451		162			37,289
Selling, general and administrative		105,220		10,253			94,967		153,566		15,472			138,094
Depreciation and amortization		22,833		2,090			20,743		27,456		2,243			25,213
Total costs and expenses		1,848,114		11,047			1,837,067		2,589,130		17,507			2,571,623
Operating income		141,179		4,330			136,849		205,853		5,114			200,739
Interest and debt expense		2,367		—			2,367		3,104		(6	)		3,110
Income from continuing operations before income taxes		138,812		4,330			134,482		202,749		5,120			197,629
Income taxes		52,360		1,624			50,736		72,968		1,905			71,063
Income from continuing operations	$	86,452	$	2,706		$	83,746	$	129,781	$	3,215		$	126,566
EPS - Continuing operations	$	1.87	$	0.06		$	1.81	$	2.78	$	0.07		$	2.71
Diluted EPS - Continuing operations	$	1.87	$	0.06		$	1.81	$	2.77	$	0.07		$	2.70
Common shares		46,156,000		46,156,000			46,156,000		46,698,000		46,698,000			46,698,000
Diluted shares		46,323,000		46,323,000			46,323,000		46,877,000		46,877,000			46,877,000

Landstar System, Inc.

Consolidated Balance Sheet

(Dollars in thousands except per share amount)

(unaudited- pro forma information)

	September 28, 2013
	Historical			Assets sold on disposition (a)			Assumed net proceeds on sale (b)		Pro Forma (c)
ASSETS
Current Assets
Cash and cash equivalents	$	97,552		$	(11,639	)	$	87,000	$	172,913
Short-term investments		34,568			—					34,568
Trade accounts receivable, net		394,796			(30,308	)				364,488
Other receivables, net		77,169			(3	)				77,166
Deferred income taxes and other current assets		18,983			(1,114	)				17,869
Total current assets		623,068			(43,064	)		87,000		667,004
Operating property, less accumulated depreciation and amortization		184,441			(1,926	)				182,515
Goodwill		57,470			(26,336	)				31,134
Other assets		85,953			(4,362	)				81,591
Total assets		950,932			(75,688	)		87,000		962,244
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Cash overdraft		26,894			(4,875	)				22,019
Accounts payable		194,134			(36,973	)				157,161
Current maturities of long-term debt		27,347			—					27,347
Insurance claims		89,877			(9	)				89,868
Other current liabilities		32,922			(1,206	)		21,949		53,665
Total current liabilities		371,174			(43,063	)		21,949		350,060
Long-term debt, excluding current maturities		90,709			—					90,709
Insurance claims		23,119			(9	)				23,110
Deferred income taxes and other noncurrent liabilities		42,669			—					42,669
Shareholders’ Equity
Common stock, $0.01 par value, authorized 160,000,000 shares, issued 67,013,297 shares		670			—					670
Additional paid-in capital		178,952			—					178,952
Retained earnings		1,129,408			(32,616	)		65,051		1,161,843
Cost of 21,296,347 shares of common stock in treasury		(886,135	)		—					(886,135	)
Accumulated other comprehensive income		366			—					366
Total shareholders’ equity		423,261			(32,616	)		65,051		455,696
Total liabilities and shareholders’ equity	$	950,932		$	(75,688	)	$	87,000	$	962,244

Landstar System, Inc.

Notes to the Pro Forma Condensed Consolidated Financial Statements

(Unaudited)

Description of the Transaction and basis of presentation

The unaudited pro forma condensed consolidated balance sheet and consolidated statements of income of the Company are based upon the historical consolidated financial statements of the Company, which were included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2013, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2012. The unaudited pro forma condensed consolidated statements of income include the results of operations from continuing operations and exclude discontinued operations resulting from the Transaction. The unaudited pro forma condensed consolidated statements of income for the 39 weeks ended September 28, 2013 and for the fiscal year ended December 29, 2012 reflect the Transaction as if it had occurred as of the beginning of the Company’s 2012 fiscal year. The unaudited pro forma condensed consolidated balance sheet at September 28, 2013 reflects the Transaction as if it had occurred on September 28, 2013, the last day of the Company’s 2013 third fiscal quarter.

Pro forma adjustments

a) Reflects the assets of LSCS as of September 28, 2013, adjusted for cash and intercompany amounts settled prior to consummation of the Transaction. Under the terms of the stock purchase agreement for the Transaction, previously filed as Exhibit 2.1 to the Company’s Form 8-K filed on December 12, 2013, working capital of LSCS at closing of the Transaction was set at $1 with the balance in excess over $1 being distributed in cash to the Company (subject to subsequent adjustment in accordance with the terms of the stock purchase agreement).

b) Cash and cash equivalents include cash proceeds of $87.0 million. Other current liabilities include taxes payable in relation to the Transaction, net of a deferred tax asset of $0.8 million, plus an estimate of transaction costs incurred in connection with the Transaction.

c) Reflects the removal of the results of operations of LSCS as a discontinued operation.

d) Purchased transportation of the business sold represents intercompany cost of purchased transportation paid to LSCS by subsidiaries of the Company for capacity procurement services (previously eliminated for consolidated reporting purposes). These services are expected to continue to be provided by LSCS to subsidiaries of the Company, and therefore, the cost of purchased transportation related to these services is included in the Company’s pro forma condensed consolidated income statements.