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LANDSTAR SYSTEM, INC. (Exact Name of Registrant As Specified in Its Charter)

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LANDSTAR SYSTEM, INC. (Exact Name of Registrant As Specified in Its Charter) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-21238 LANDSTAR SYSTEM, INC. (Exact name of registrant as specified in its charter) Delaware 06-1313069 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 13410 Sutton Park Drive South, Jacksonville, Florida (Address of principal executive offices) 32224 (Zip Code) (904) 398-9400 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) 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 ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files): Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of the close of business on October 22, 2018 was 41,114,477. Table of Contents Index PART I – Financial Information Item 1. Financial Statements (unaudited) Consolidated Balance Sheets as of September 29, 2018 and December 30, 2017 Page 4 Consolidated Statements of Income for the Thirty Nine and Thirteen Weeks Ended September 29, 2018 and September 30, 2017 Page 5 Consolidated Statements of Comprehensive Income for the Thirty Nine and Thirteen Weeks Ended September 29, 2018 and September 30, 2017 Page 6 Consolidated Statements of Cash Flows for the Thirty Nine Weeks Ended September 29, 2018 and September 30, 2017 Page 7 Consolidated Statement of Changes in Equity for the Thirty Nine Weeks Ended September 29, 2018 Page 8 Notes to Consolidated Financial Statements Page 9 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Page 18 Item 3. Quantitative and Qualitative Disclosures About Market Risk Page 29 Item 4. Controls and Procedures Page 30 PART II – Other Information Item 1. Legal Proceedings Page 30 Item 1A. Risk Factors Page 31 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Page 31 Item 6. Exhibits Page 31 Signatures Page 33 EX – 31.1 Section 302 CEO Certification EX – 31.2 Section 302 CFO Certification EX – 32.1 Section 906 CEO Certification EX – 32.2 Section 906 CFO Certification 2 Table of Contents PART I - FINANCIAL INFORMATION Item 1. Financial Statements The interim consolidated financial statements contained herein reflect all adjustments (all of a normal, recurring nature) which, in the opinion of management, are necessary for a fair statement of the financial condition, results of operations, cash flows and changes in equity for the periods presented. They have been prepared in accordance with Rule 10-01 of Regulation S-X and do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the thirty nine weeks ended September 29, 2018 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 29, 2018. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2017 Annual Report on Form 10-K. 3 Table of Contents LANDSTAR SYSTEM, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share amounts) (Unaudited) September 29, December 30, 2018 2017 ASSETS Current Assets Cash and cash equivalents $ 213,974 $ 242,416 Short-term investments 40,203 48,928 Trade accounts receivable, less allowance of $6,173 and $6,131 702,183 631,164 Other receivables, including advances to independent contractors, less allowance of $6,188 and $6,012 18,586 24,301 Other current assets 24,191 14,394 Total current assets 999,137 961,203 Operating property, less accumulated depreciation and amortization of $241,321 and $218,700 268,011 276,011 Goodwill 38,560 39,065 Other assets 85,004 76,181 Total assets $ 1,390,712 $ 1,352,460 LIABILITIES AND EQUITY Current Liabilities Cash overdraft $ 39,759 $ 42,242 Accounts payable 313,728 285,132 Current maturities of long-term debt 40,960 42,051 Insurance claims 43,268 38,919 Dividends payable — 62,985 Accrued compensation 23,908 30,103 Other current liabilities 53,553 47,211 Total current liabilities 515,176 548,643 Long-term debt, excluding current maturities 72,887 83,062 Insurance claims 30,775 30,141 Deferred income taxes and other noncurrent liabilities 45,664 36,737 Equity Landstar System, Inc. and subsidiary shareholders’ equity Common stock, $0.01 par value, authorized 160,000,000 shares, issued 67,869,378 and 67,740,380 shares 679 677 Additional paid-in capital 221,563 209,599 Retained earnings 1,779,680 1,611,158 Cost of 26,755,001 and 25,749,493 shares of common stock in treasury (1,273,512) (1,167,600) Accumulated other comprehensive loss (4,569) (3,162) Total Landstar System, Inc. and subsidiary shareholders’ equity 723,841 650,672 Noncontrolling interest 2,369 3,205 Total equity 726,210 653,877 Total liabilities and equity $ 1,390,712 $ 1,352,460 See accompanying notes to consolidated financial statements. 4 Table of Contents LANDSTAR SYSTEM, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except per share amounts) (Unaudited) Thirty Nine Weeks Ended Thirteen Weeks Ended September 29, September 30, September 29, September 30, 2018 2017 2018 2017 Revenue $ 3,432,793 $ 2,594,772 $ 1,202,081 $ 943,430 Investment income 2,754 1,733 1,002 711 Costs and expenses: Purchased transportation 2,658,710 1,989,938 931,473 726,827 Commissions to agents 275,828 210,678 99,304 76,598 Other operating costs, net of gains on asset sales/dispositions 24,176 22,497 8,966 8,097 Insurance and claims 57,718 46,333 18,819 17,927 Selling, general and administrative 140,948 123,179 46,699 43,995 Depreciation and amortization 32,520 29,961 10,754 10,130 Total costs and expenses 3,189,900 2,422,586 1,116,015 883,574 Operating income 245,647 173,919 87,068 60,567 Interest and debt expense 2,455 2,559 816 657 Income before income taxes 243,192 171,360 86,252 59,910 Income taxes 56,279 59,047 19,304 17,490 Net income 186,913 112,313 66,948 42,420 Less: Net loss attributable to noncontrolling interest (112) (23) (37) (23) Net income attributable to Landstar System, Inc. and subsidiary $ 187,025 $ 112,336 $ 66,985 $ 42,443 Earnings per common share attributable to Landstar System, Inc. and subsidiary $ 4.50 $ 2.68 $ 1.63 $ 1.01 Diluted earnings per share attributable to Landstar System, Inc. and subsidiary $ 4.50 $ 2.67 $ 1.63 $ 1.01 Average number of shares outstanding: Earnings per common share 41,530,000 41,924,000 41,101,000 41,957,000 Diluted earnings per share 41,576,000 42,013,000 41,137,000 42,028,000 Dividends per common share $ 0.465 $ 0.280 $ 0.165 $ 0.100 See accompanying notes to consolidated financial statements. 5 Table of Contents LANDSTAR SYSTEM, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands) (Unaudited) Thirty Nine Weeks Ended Thirteen Weeks Ended September 29, September 30, September 29, September 30, 2018 2017 2018 2017 Net income attributable to Landstar System, Inc. and subsidiary $ 187,025 $ 112,336 $ 66,985 $ 42,443 Other comprehensive (loss) income: Unrealized holding (losses) gains on available-for-sale investments, net of tax (benefit) expense of ($231), $136, $2 and $47 (876) 251 7 86 Foreign currency translation (losses) gains (531) 1,130 708 545 Other comprehensive (loss) income (1,407) 1,381 715 631 Comprehensive income attributable to Landstar System, Inc. and subsidiary $ 185,618 $ 113,717 $ 67,700 $ 43,074 See accompanying notes to consolidated financial statements. 6 Table of Contents LANDSTAR SYSTEM, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) Thirty Nine Weeks Ended September 29, September 30, 2018 2017 OPERATING ACTIVITIES Net income $ 186,913 $ 112,313 Adjustments to reconcile net income to net cash provided
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