What changed in this filing

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Item 9A. Controls and Procedures

2022-02-18 compared with 2021-02-23 · 25 added, 22 removed, 151 unchanged (24% of the section changed)

2 unchanged sentences

As of the end of the period covered by this Annual Report on Form 10-K,

an evaluation was carried out, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”), who was also serving as the Company’s principal financial officer as of such date, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e)

an evaluation was carried out, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e)

promulgated under the Securities Exchange Act of 1934, as amended).

Based on that evaluation, the CEO and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of December 26, 2020 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.

Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 25, 2021 to provide reasonable assurance that information required to be disclosed by the Company in reports that it filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

In designing and evaluating disclosure controls and procedures, Company management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

16 unchanged sentences

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 25, 2021.

KPMG LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K

KPMG LLP (PCAOB ID:

185 ), the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K

for the fiscal year ended December 25, 2021, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting.

6 unchanged sentences

We have audited Landstar System, Inc.

and subsidiary’s (the Company) internal control over financial reporting as of December 26, 2020, based on criteria established in Internal

Control – Integrated

and subsidiary’s (the Company) internal control over financial reporting as of December 25, 2021, based on criteria established in Internal Control – Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 26, 2020, based on criteria established in Internal

rol – Integrat

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 25, 2021, based on criteria established in Internal Control – Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 26, 2020 and December 28, 2019, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the fiscal years ended December 26, 2020, December 28, 2019, and December 29, 2018, and the related notes (collectively, the consolidated financial statements), and our report dated February 23, 2021 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 25, 2021 and December 26, 2020, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the fiscal years in the three-year period ended December 25, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated February 18, 2022 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

11 unchanged sentences

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;

company are being made only in accordance with authorizations of management and directors 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.

6 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance

48 unchanged sentences

Supplemental Executive Retirement Plan (as amended and restated as of January 1, 2015) (Incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (Commission File No.

Amended and Restated Landstar System, Inc.

2002 Employee Stock Option and Stock Incentive Plan (Incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement filed on March 23, 2009 (Commission File No.

Amendment to the Amended and Restated Landstar System, Inc.

2002 Employee Stock Option and Stock Incentive Plan, dated February 18, 2016, (Incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for fiscal year ended December 26, 2015 (Commission File No.

Landstar System, Inc.

9 unchanged sentences

Gattoni, dated April 24, 2018 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 25, 2018 (Commission File No.

Letter Agreement, dated May 20, 2021, between Landstar System, Inc.

and Federico L.

Pensotti (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q filed on July 30, 2021 (Commission File No.

Subsidiaries of the Registrant:

5 unchanged sentences

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002:

Chief Executive Officer and principal financial officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Chief Executive Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Chief Financial Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:

Chief Executive Officer and principal financial officer certification pursuant to 18 U.S.C.

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

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

The following materials from the Company’s Annual Report on Form 10-K

13 unchanged sentences

Chief Executive Officer

/s/ FEDERICO L.

Vice President and Chief Financial Officer

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.

President and Chief Executive

February 23, 2021

President and Chief Executive Officer;

Principal Executive Officer;

Principal Financial Officer;

Vice President and Corporate Controller

February 18, 2022

of Landstar System Holdings, Inc.;

Principal Accounting Officer

/s/ FEDERICO L.

Vice President and Chief Financial Officer;

Principal Financial Officer and Principal Accounting Officer

February 18, 2022

1 unchanged sentence

February 18, 2022

Chairman of the Board

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures