UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 26, 2011

LANDSTAR SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Delaware		021238		06-1313069
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)

13410 Sutton Park Drive South, Jacksonville, Florida		32224
(Address of principal executive offices)		(Zip Code)

(904) 398-9400
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02 Results of Operations and Financial Condition

On February 1, 2011, Landstar System, Inc. issued a press release announcing results for the fourth quarter of fiscal 2010. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mr. Jim M. Handoush has agreed to step down as Co-Chief Operating Officer of Landstar System, Inc. (the “Company”), effective February 1, 2011. In connection with Mr. Handoush’s departure, he and the Company have entered into an agreement under which the Company has agreed to make to Mr. Handoush four quarterly payments totaling one year’s base salary and a payment of $224,259, representing the remainder of his bonus for his services in 2010, which amount was determined in accordance with the provisions of the Company’s annual incentive compensation plan. Mr. Handoush has agreed not to engage in any business that competes with the Company’s business for one year from the date of his departure. Mr. Patrick J. O’Malley will continue to serve in his capacity as Chief Operating Officer of the Company.

Item 9.01 Financial Statements and Exhibits

Exhibits
	99.1			News Release dated February 1, 2011 of Landstar System, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

For Immediate Release		Contact: Jim Gattoni
		Landstar System, Inc.
		www.landstar.com
February 1, 2011		904-398-9400

LANDSTAR SYSTEM REPORTS 35 PERCENT INCREASE IN
FOURTH QUARTER EARNINGS PER SHARE

Jacksonville, FL — Landstar System, Inc. (NASDAQ: LSTR) reported 2010 fourth quarter net income of $24.1 million, or $0.50 per diluted share, compared to net income of $18.6 million, or $0.37 per diluted share, for the 2009 fourth quarter. Revenue for the 2010 fourth quarter was $587.5 million compared to $547.7 million in the 2009 fourth quarter.

Truck transportation revenue hauled by independent business capacity owners (“BCOs”) and truck brokerage carriers in the 2010 fourth quarter was $537.6 million, or 91 percent of revenue, compared to $498.4 million, or 91 percent of revenue, in the 2009 fourth quarter. In the 2010 and 2009 fourth quarters, the Company invoiced customers $51.1 million and $40.7 million, respectively, of fuel surcharges that were passed 100 percent to BCOs and excluded from revenue. Revenue hauled by rail, air and ocean cargo carriers was $36.7 million, or 6 percent of revenue, in the 2010 fourth quarter compared to $35.0 million, or 6 percent of revenue, in the 2009 fourth quarter. Transportation management fee revenue generated by the supply chain solutions companies was $4.4 million, or 1 percent of revenue, in both the 2010 and 2009 fourth quarters.

LANDSTAR SYSTEM/2
 

Commenting on Landstar’s 2010 fourth quarter, Henry Gerkens, Landstar’s Chairman, President and CEO said, “I am very pleased with the way the Company finished the year. Operating income and diluted earnings per share in the 2010 fourth quarter increased 30 percent and 35 percent, respectively, over the 2009 fourth quarter. Gross profit, defined as revenue less the cost of purchased transportation and commissions to agents, in the 2010 fourth quarter increased 8 percent over the 2009 fourth quarter. As anticipated, revenue in the 2010 fourth quarter compared to revenue in the 2009 fourth quarter was negatively impacted by a significant decrease in the number of loads hauled under the Company’s less-than-truckload substitute line haul service offering. Revenue under the Company’s less-than-truckload substitute line haul service offering decreased to 4 percent of revenue in the 2010 fourth quarter compared to 13 percent of revenue in the 2009 fourth quarter. Excluding the impact of the revenue decline in this service offering, the total number of truck transportation loads hauled in the 2010 fourth quarter increased 8 percent over the 2009 fourth quarter and revenue per load for truck transportation for the fourth quarter of 2010 increased 12 percent over the 2009 fourth quarter. In addition, the number of loads hauled by air and ocean carriers in the 2010 fourth quarter increased 50 percent and 31 percent, respectively, over the 2009 fourth quarter.”

“Landstar continues to generate outstanding returns. Return on average shareholder’s equity was 32 percent and return on invested capital, net income divided by the sum of average equity plus average debt, was 22 percent. Landstar System, Inc. also announced that its Board of Directors has declared a quarterly dividend of $0.05 per share. The dividend is payable on March 11, 2011 to stockholders of record at the close of business on February 14, 2011. It is the intention of the Board of Directors to continue to pay a quarterly dividend. During the 2010 fourth quarter, Landstar purchased 1,277,000 shares of its common stock at a total cost of $48.1 million. During 2010, the Company purchased 2,653,000 shares of its common stock at a total cost of $102.7 million. Under the Company’s authorized share purchase program, the Company currently has a total of 723,000 shares of its common stock available for purchase.”

Gerkens continued, “As reported by FIRST CALL, the current ranges of analysts’ earnings estimates for the 2011 first quarter and full year are $0.38 to $0.45 per diluted share and $1.95 to $2.29 per diluted share. Based upon current revenue trends and the anticipated continuation of those trends through the balance of the year, I am comfortable with the current range of analysts’ earnings estimates for both the 2011 first quarter and full year.”

LANDSTAR SYSTEM/3
 

Landstar will provide a live webcast of its quarterly earnings conference call this afternoon at 2:00 pm ET. To access the webcast, visit the Company’s website at www.landstar.com; click on “Investor Relations” and “Webcasts,” then click on “Landstar’s Fourth Quarter 2010 Earnings Release Conference Call.”

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995. Statements contained in this press release that are not based on historical facts are “forward-looking statements”. This press release contains forward-looking statements, such as statements which relate to Landstar’s business objectives, plans, strategies, expectations and intentions. Terms such as “anticipates,” “believes,” “estimates,” “intention,” “plans,” “predicts,” “may,” “should,” “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 workers’ compensation claims; unfavorable development of existing claims; dependence on independent sales agents; dependence on third-party capacity providers; disruptions or failures in our computer systems; a downturn in domestic or international economic growth or growth in the transportation sector; substantial industry competition; and other operational, financial or legal risks or uncertainties detailed in Landstar’s Form 10K for the 2009 fiscal year, described in Item 1A Risk Factors, and other SEC filings from time-to-time. 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 Landstar undertakes no obligation to publicly update or revise any forward-looking statements.

LANDSTAR SYSTEM/4
 

About Landstar:
Landstar System, Inc. is a non-asset based provider of integrated supply chain solutions. Landstar delivers safe, specialized transportation, warehousing and logistics services to a broad range of customers worldwide utilizing a network of agents, third-party capacity owners and employees. All Landstar transportation companies are certified to ISO 9001:2008 quality management system standards and RC14001:2008 environmental, health, safety and security management system standards. Landstar System, Inc. is headquartered in Jacksonville, Florida. Its common stock trades on The NASDAQ Stock Market^® under the symbol LSTR.

(Tables follow)

LANDSTAR SYSTEM/5
 

Landstar System, Inc. and Subsidiary
Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
(Unaudited)

		Fiscal Year Ended								Thirteen Weeks Ended
		December 25,				December 26,				December 25,				December 26,
		2010				2009				2010				2009
Revenue		$	2,400,170			$	2,008,796			$	587,535			$	547,715
Investment income			1,558				1,268				489				314
Costs and expenses:
Purchased transportation			1,824,308				1,503,520				442,353				413,301
Commissions to agents			181,405				160,571				46,710				42,836
Other operating costs			28,826				29,173				6,874				7,424
Insurance and claims			49,334				45,918				11,725				16,862
Selling, general and administrative			153,080				133,612				38,194				33,922
Depreciation and amortization			24,804				23,528				6,360				6,114
Total costs and expenses			2,261,757				1,896,322				552,216				520,459
Operating income			139,971				113,742				35,808				27,570
Interest and debt expense			3,623				4,030				924				937
Income before income taxes			136,348				109,712				34,884				26,633
Income taxes			49,766				39,762				11,005				8,296
Net income			86,582				69,950				23,879				18,337
Less: Net loss attributable to noncontrolling interest			(932	)			(445	)			(220	)			(231	)
Net income attributable to Landstar System, Inc. and subsidiary		$	87,514			$	70,395			$	24,099			$	18,568
Earnings per common share attributable to Landstar System, Inc. and subsidiary		$	1.77			$	1.38			$	0.50			$	0.37
Diluted earnings per share attributable to Landstar System, Inc. and subsidiary		$	1.77			$	1.37			$	0.50			$	0.37
Average number of shares outstanding:
Earnings per common share			49,523,000				51,095,000				48,327,000				50,404,000
Diluted earnings per share			49,580,000				51,280,000				48,358,000				50,594,000
Dividends paid per common share		$	0.1900			$	0.1700			$	0.0500			$	0.0450

LANDSTAR SYSTEM/6
 

Landstar System, Inc. and Subsidiary
Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)
(Unaudited)

		Dec. 25,				Dec. 26,
		2010				2009
ASSETS
Current assets:
Cash and cash equivalents		$	44,706			$	85,719
Short-term investments			23,266				24,325
Trade accounts receivable, less allowance of $5,324 and $5,547			307,350				278,854
Other receivables, including advances to independent contractors, less allowance of $5,511 and $5,797			23,943				18,149
Deferred income taxes and other current assets			21,652				19,565
Total current assets			420,917				426,612
Operating property, less accumulated depreciation and amortization of $137,830 and $124,810			132,649				116,656
Goodwill			57,470				57,470
Other assets			72,846				48,054
Total assets		$	683,882			$	648,792
LIABILITIES AND EQUITY
Current liabilities:
Cash overdraft		$	24,877			$	28,919
Accounts payable			137,297				121,030
Current maturities of long-term debt			22,172				24,585
Insurance claims			40,215				41,627
Other current liabilities			53,785				42,474
Total current liabilities			278,346				258,635
Long-term debt, excluding current maturities			99,439				68,313
Insurance claims			31,468				30,680
Deferred income taxes			23,662				23,013
Equity
Landstar System, Inc. and subsidiary shareholders’ equity Common stock, $0.01 par value, authorized 160,000,000 shares, issued 66,535,169 and 66,255,358 shares			665				663
Additional paid-in capital			169,268				161,261
Retained earnings			844,132				766,040
Cost of 18,674,902 and 16,022,111 shares of common stock in treasury			(763,182	)			(660,446	)
Accumulated other comprehensive income			881				498
Total Landstar System, Inc. and subsidiary shareholders’ equity			251,764				268,016
Noncontrolling interest			(797	)			135
Total equity			250,967				268,151
Total liabilities and equity		$	683,882			$	648,792

LANDSTAR SYSTEM/7
 

Landstar System, Inc. and Subsidiary
Supplemental Information
(Unaudited)

		Fiscal Year Ended								Thirteen Weeks Ended
		December 25,				December 26,				December 25,				December 26,
		2010				2009				2010				2009
Revenue generated through (in thousands):
Business Capacity Owners (1)		$	1,289,395			$	1,140,004			$	323,174			$	299,613
Truck Brokerage Carriers			919,605				694,467				214,416				198,806
Rail intermodal			70,299				76,346				18,459				19,252
Ocean cargo carriers			46,064				33,835				12,019				8,376
Air cargo carriers			20,104				17,621				6,251				7,362
Other (2)			54,703				46,523				13,216				14,306
		$	2,400,170			$	2,008,796			$	587,535			$	547,715
Number of loads:
Business Capacity Owners (1)			821,330				761,940				197,060				200,100
Truck Brokerage Carriers			591,810				501,980				135,400				138,980
Rail intermodal			31,070				37,890				7,950				9,290
Ocean cargo carriers			6,830				5,370				1,900				1,450
Air cargo carriers			6,880				7,780				2,010				1,340
			1,457,920				1,314,960				344,320				351,160
Revenue per load:
Business Capacity Owners (1)		$	1,570			$	1,496			$	1,640			$	1,497
Truck Brokerage Carriers			1,554				1,383				1,584				1,430
Rail intermodal			2,263				2,015				2,322				2,072
Ocean cargo carriers			6,744				6,301				6,326				5,777
Air cargo carriers			2,922				2,265				3,110				5,494

		December 25,				December 26,
		2010				2009
Truck Capacity
Business Capacity Owners (1) (3)			7,865				7,926
Truck Brokerage Carriers:
Approved and active (4)			18,049				14,887
Approved			9,938				9,886
			27,987				24,773
Total available truck capacity providers			35,852				32,699
Million Dollar Agents (5)			468				405