8-K
LANDSTAR SYSTEM INC (LSTR)
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) July 29, 2025
LANDSTAR SYSTEM, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 021238 | 06-1313069 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock | LSTR | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 2.02 | Results of Operations and Financial Condition |
|---|
On July 29, 2025, Landstar System, Inc. (“Landstar” or the “Company”) issued a press release announcing results for the second quarter of fiscal 2025. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in Item 7.01 concerning the presentation to Landstar investors is hereby incorporated into this Item 2.02 by reference.
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 7.01 | Regulation FD Disclosure |
|---|
A slide presentation, dated July 29, 2025, is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The slide presentation provides information that may be referred to by the Company on its conference call with investors scheduled to occur on July 29, 2025 in connection with the Company’s release of results for the second quarter of fiscal 2025.
The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 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 9.01 | Financial Statements and Exhibits |
|---|
Exhibits
| 99.1 | Press Release, dated July 29, 2025, of Landstar System, Inc. |
|---|---|
| 99.2 | Slide Presentation, dated July 29, 2025, of Landstar System, Inc. |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
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.
| LANDSTAR SYSTEM, INC. | ||
|---|---|---|
| Date: July 29, 2025 | By: | /s/ James P. Todd |
| Name: | James P. Todd | |
| Title: | Vice President, Chief Financial Officer<br> <br>and Assistant Secretary |
EX-99.1
Exhibit 99.1
| For Immediate Release | July 29, 2025 |
|---|
LANDSTAR SYSTEM REPORTS SECOND QUARTER
REVENUE OF $1.211B AND EARNINGS PER SHARE OF $1.20
Jacksonville, FL—Landstar System, Inc. (NASDAQ: LSTR) (“Landstar” or the “Company”) today reported basic and diluted earnings per share (“EPS”) of $1.20 in the 2025 second quarter on revenue of $1.211 billion. “The Landstar team of independent business owners and employees performed admirably during the second quarter, highlighted by continuing strong performance by our services hauled by unsided/platform equipment,” said Landstar President and Chief Executive Officer Frank Lonegro. “I was encouraged that Landstar achieved a 3.2% sequential increase in truck revenue per load compared to the 2025 first quarter, outperforming typical seasonality. In addition, I was excited to see our net BCO truck count remain essentially flat sequentially, the best performance we’ve seen since the second quarter of 2022. Our network of Landstar BCOs, agents and employees continue to be laser-focused on safety, security and delivering great service to our customers in what continues to be a dynamic and challenging freight transportation environment.”
| 2Q 2025 | 2Q 2024 | |||
|---|---|---|---|---|
| Revenue | $ | 1,211,383 | $ | 1,225,005 |
| Gross profit | $ | 109,261 | $ | 119,996 |
| Variable contribution | $ | 170,450 | $ | 175,131 |
| Operating income | $ | 56,280 | $ | 68,059 |
| Basic and diluted earnings per share | $ | 1.20 | $ | 1.48 |
| (1) | Dollars above in thousands, except per share amounts. | |||
| --- | --- | |||
| (2) | Please refer to the Consolidated Statements of Income and Reconciliation of Gross Profit to Variable<br>Contribution included below. | |||
| --- | --- |
Landstar continues to return capital to stockholders through the Company’s stock purchase program and dividends. During the 2025 second quarter, Landstar purchased 300,141 shares of its common stock at an aggregate cost of $42.4 million, bringing the total number of common shares purchased during the twenty-six week period ended June 28, 2025, to 686,459 shares at an aggregate cost of approximately $103.3 million. The
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Company is currently authorized to purchase up to an additional 1,861,522 shares of the Company’s common stock under its longstanding share purchase program. Landstar also announced today that its Board of Directors declared a quarterly dividend of $0.40 per share payable on September 9, 2025, to stockholders of record as of the close of business on August 19, 2025.
Total revenue was $1,211 million in the 2025 second quarter, compared to $1,225 million in the 2024 second quarter. Truck transportation revenue hauled by independent business capacity owners (“BCOs”) and truck brokerage carriers in the 2025 second quarter was $1,118 million, or 92% of revenue, compared to $1,106 million, or 90% of revenue, in the 2024 second quarter. Truckload transportation revenue hauled via van equipment in the 2025 second quarter was $591 million, compared to $619 million in the 2024 second quarter. Truckload transportation revenue hauled via unsided/platform equipment in the 2025 second quarter was $401 million, compared to $381 million in the 2024 second quarter. Revenue from other truck transportation, which is largely related to power-only services, in the 2025 second quarter was $101 million, compared to $78 million in the 2024 second quarter. Revenue hauled by rail, air and ocean cargo carriers was $73 million, or 6% of revenue, in the 2025 second quarter, compared to $94 million, or 8% of revenue, in the 2024 second quarter.
Truck revenue per load increased 2.6% in the 2025 second quarter as compared to the 2024 second quarter, while the number of loads hauled via truck declined 1.5% over the same period.
Gross profit in the 2025 second quarter was $109 million, and variable contribution (defined as revenue less the cost of purchased transportation and commissions to agents) in the 2025 second quarter was $170 million. Gross profit in the 2024 second quarter was $120 million, and variable contribution in the 2024 second quarter was $175 million. Reconciliations of gross profit to variable contribution and gross profit margin to variable contribution margin for the 2025 and 2024 second quarters and year-to-date periods are provided in the Company’s accompanying financial disclosures.
The Company’s balance sheet continues to be very strong, with cash and short-term investments of approximately $426 million as of June 28, 2025. Trailing twelve-month return on average shareholders’ equity was 17%, and return on invested capital, representing net income divided by the sum of average equity plus average debt, was 16%.
LANDSTAR SYSTEM/3
Landstar will provide a live webcast of its quarterly earnings conference call this afternoon at 4:30 p.m. ET. To access the webcast, visit www.investor.landstar.com; click on “Webcasts,” then click on “Landstar’s Second Quarter 2025 Earnings Release Conference Call.” A slide presentation to accompany the webcast presentation is also available on Landstar’s investor relations website at https://investor.landstar.com/.
Contact:
Jim Todd
Chief Financial Officer
904-398-9400
About Landstar:
Landstar System, Inc., is a technology-enabled, asset-light provider of integrated transportation management solutions delivering safe, specialized transportation services to a broad range of customers utilizing a network of agents, third-party capacity providers and employees. Landstar transportation services companies are certified to ISO 9001:2015 quality management system standards and RC14001:2015 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.
Non-GAAP Financial Measures*:*
In this earnings release and accompanying financial disclosures, the Company provides the following information that may be deemed non-GAAP financial measures: variable contribution and variable contribution margin. The Company believes variable contribution and variable contribution margin are useful measures of the variable costs that we incur at a shipment-by-shipment level attributable to our transportation network of third-party capacity providers and independent agents in order to provide services to our customers. The Company also believes that it is appropriate to present each of the
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financial measures that may be deemed a non-GAAP financial measure, as referred to above, for the following reasons: (1) disclosure of these matters will allow investors to better understand the underlying trends in the Company’s financial condition and results of operations; (2) this information will facilitate comparisons by investors of the Company’s results as compared to the results of peer companies; and (3) management considers this financial information in its decision making.
Forward Looking StatementsDisclaimer:
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 and expectations. Terms such as “anticipates,” “believes,” “estimates,” “intention,” “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: decreased demand for transportation services; U.S. trade relationships and potential or imposed tariffs; 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; the impact of the Russian conflict with Ukraine on the operations of certain independent commission sales agents, including the Company’s largest such agent by revenue in the 2024 fiscal year; substantial industry competition; disruptions or failures in the Company’s computer systems; cyber and other information security incidents; dependence on key vendors; potential changes in taxes; status of independent contractors; regulatory and legislative changes; regulations focused on diesel emissions and other air quality matters; regulations requiring the purchase and use of zero-emission vehicles; intellectual property; acquisitions and investments; and other operational, financial or legal risks or uncertainties detailed in Landstar’s Form 10-K for the 2024 fiscal year, described in Part I, Item 1A Risk Factors, Landstar’s Form 10-Q for the 2025 first quarter, described in Part II, Item 1A Risk Factors, and in 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 the Company undertakes no obligation to publicly update or revise any forward-looking statements.
Landstar System, Inc. and Subsidiary
Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
(Unaudited)
| Twenty-Six Weeks Ended | Thirteen Weeks Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 28, | June 29, | June 28, | June 29, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||||
| Revenue | $ | 2,363,885 | $ | 2,396,048 | $ | 1,211,383 | $ | 1,225,005 | ||
| Investment income | 7,327 | 7,066 | 3,729 | 3,654 | ||||||
| Costs and expenses: | ||||||||||
| Purchased transportation | 1,839,289 | 1,855,579 | 941,411 | 950,058 | ||||||
| Commissions to agents | 192,836 | 197,098 | 99,522 | 99,816 | ||||||
| Other operating costs, net of gains on asset sales/dispositions | 31,424 | 28,994 | 19,595 | 14,135 | ||||||
| Insurance and claims | 70,301 | 53,432 | 30,449 | 27,164 | ||||||
| Selling, general and administrative | 117,288 | 111,361 | 55,706 | 54,939 | ||||||
| Depreciation and amortization | 24,375 | 28,630 | 12,149 | 14,488 | ||||||
| Total costs and expenses | 2,275,513 | 2,275,094 | 1,158,832 | 1,160,600 | ||||||
| Operating income | 95,699 | 128,020 | 56,280 | 68,059 | ||||||
| Interest and debt expense (income) | 539 | (3,286 | ) | 698 | (1,675 | ) | ||||
| Income before income taxes | 95,160 | 131,306 | 55,582 | 69,734 | ||||||
| Income taxes | 23,461 | 31,586 | 13,689 | 17,110 | ||||||
| Net income | $ | 71,699 | $ | 99,720 | $ | 41,893 | $ | 52,624 | ||
| Basic and diluted earnings per share | $ | 2.05 | $ | 2.79 | $ | 1.20 | $ | 1.48 | ||
| Average basic and diluted shares outstanding | 35,037,000 | 35,702,000 | 34,870,000 | 35,654,000 | ||||||
| Dividends per common share | $ | 0.76 | $ | 0.66 | $ | 0.40 | $ | 0.33 |
Landstar System, Inc. and Subsidiary
Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)
(Unaudited)
| December 28, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 359,237 | $ | 515,018 | ||
| Short-term investments | 66,935 | 51,619 | |||
| Trade accounts receivable, less allowance of 12,284 and 12,904 | 717,249 | 683,841 | |||
| Other receivables, including advances to independent contractors, less allowance of 21,995 and<br>17,812 | 48,781 | 47,160 | |||
| Other current assets | 45,144 | 22,229 | |||
| Total current assets | 1,237,346 | 1,319,867 | |||
| Operating property, less accumulated depreciation and amortization of 464,538 and<br>456,547 | 287,500 | 311,345 | |||
| Goodwill | 41,399 | 40,933 | |||
| Other assets | 133,399 | 141,166 | |||
| Total assets | 1,699,644 | $ | 1,813,311 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Cash overdraft | 58,141 | $ | 61,033 | ||
| Accounts payable | 401,849 | 383,625 | |||
| Current maturities of long-term debt | 30,747 | 33,116 | |||
| Insurance claims | 36,797 | 40,511 | |||
| Dividends payable | — | 70,632 | |||
| Other current liabilities | 91,605 | 84,237 | |||
| Total current liabilities | 619,139 | 673,154 | |||
| Long-term debt, excluding current maturities | 54,677 | 69,191 | |||
| Insurance claims | 73,268 | 62,842 | |||
| Deferred income taxes and other non-current<br>liabilities | 30,734 | 35,685 | |||
| Shareholders’ equity: | |||||
| Common stock, 0.01 par value, authorized 160,000,000 shares, issued 68,589,418 and<br>68,559,269 | 686 | 686 | |||
| Additional paid-in capital | 258,915 | 255,260 | |||
| Retained earnings | 2,905,011 | 2,859,916 | |||
| Cost of 33,935,882 and 33,243,196 shares of common stock in treasury | (2,235,622 | ) | (2,131,413 | ) | |
| Accumulated other comprehensive loss | (7,164 | ) | (12,010 | ) | |
| Total shareholders’ equity | 921,826 | 972,439 | |||
| Total liabilities and shareholders’ equity | 1,699,644 | $ | 1,813,311 |
All values are in US Dollars.
Landstar System, Inc. and Subsidiary
Supplemental Information
(Unaudited)
| Twenty-Six Weeks Ended | Thirteen Weeks Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 28, | June 29, | June 28, | June 29, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue generated through (in thousands): | ||||||||||||
| Truck transportation | ||||||||||||
| Truckload: | ||||||||||||
| Van equipment | $ | 1,186,071 | $ | 1,247,244 | $ | 591,276 | $ | 618,940 | ||||
| Unsided/platform equipment | 741,270 | 723,995 | 400,862 | 380,950 | ||||||||
| Less-than-truckload | 47,749 | 53,707 | 25,313 | 28,090 | ||||||||
| Other truck transportation ^(1)^ | 192,766 | 149,675 | 100,687 | 77,709 | ||||||||
| Total truck transportation | 2,167,856 | 2,174,621 | 1,118,138 | 1,105,689 | ||||||||
| Rail intermodal | 39,515 | 45,002 | 22,028 | 22,307 | ||||||||
| Ocean and air cargo carriers | 116,426 | 125,380 | 50,789 | 71,306 | ||||||||
| Other ^(2)^ | 40,088 | 51,045 | 20,428 | 25,703 | ||||||||
| $ | 2,363,885 | $ | 2,396,048 | $ | 1,211,383 | $ | 1,225,005 | |||||
| Revenue on loads hauled via BCO Independent Contractors ^(3)^included in total truck transportation | $ | 888,489 | $ | 918,071 | $ | 461,432 | $ | 465,510 | ||||
| Number of loads: | ||||||||||||
| Truck transportation | ||||||||||||
| Truckload: | ||||||||||||
| Van equipment | 572,154 | 599,973 | 284,091 | 300,959 | ||||||||
| Unsided/platform equipment | 246,241 | 244,407 | 128,996 | 126,460 | ||||||||
| Less-than-truckload | 76,830 | 82,850 | 41,250 | 42,617 | ||||||||
| Other truck transportation ^(1)^ | 90,185 | 71,440 | 46,173 | 37,914 | ||||||||
| Total truck transportation | 985,410 | 998,670 | 500,510 | 507,950 | ||||||||
| Rail intermodal | 13,970 | 14,380 | 7,820 | 7,230 | ||||||||
| Ocean and air cargo carriers | 16,560 | 17,240 | 7,440 | 8,520 | ||||||||
| 1,015,940 | 1,030,290 | 515,770 | 523,700 | |||||||||
| Loads hauled via BCO Independent Contractors ^(3)^included in total truck transportation | 398,000 | 422,300 | 203,930 | 213,560 | ||||||||
| Revenue per load: | ||||||||||||
| Truck transportation | ||||||||||||
| Truckload: | ||||||||||||
| Van equipment | $ | 2,073 | $ | 2,079 | $ | 2,081 | $ | 2,057 | ||||
| Unsided/platform equipment | 3,010 | 2,962 | 3,108 | 3,012 | ||||||||
| Less-than-truckload | 621 | 648 | 614 | 659 | ||||||||
| Other truck transportation ^(1)^ | 2,137 | 2,095 | 2,181 | 2,050 | ||||||||
| Total truck transportation | 2,200 | 2,178 | 2,234 | 2,177 | ||||||||
| Rail intermodal | 2,829 | 3,129 | 2,817 | 3,085 | ||||||||
| Ocean and air cargo carriers | 7,031 | 7,273 | 6,826 | 8,369 | ||||||||
| Revenue per load on loads hauled via BCO Independent Contractors ^(3)^ | $ | 2,232 | $ | 2,174 | $ | 2,263 | $ | 2,180 | ||||
| Revenue by capacity type (as a % of total revenue): | ||||||||||||
| Truck capacity providers: | ||||||||||||
| BCO Independent Contractors ^(3)^ | 38 | % | 38 | % | 38 | % | 38 | % | ||||
| Truck Brokerage Carriers | 54 | % | 52 | % | 54 | % | 52 | % | ||||
| Rail intermodal | 2 | % | 2 | % | 2 | % | 2 | % | ||||
| Ocean and air cargo carriers | 5 | % | 5 | % | 4 | % | 6 | % | ||||
| Other | 2 | % | 2 | % | 2 | % | 2 | % | ||||
| June 28, | June 29, | |||||||||||
| 2025 | 2024 | |||||||||||
| Truck Capacity Providers: | ||||||||||||
| BCO Independent Contractors ^(3)^ | 7,844 | 8,385 | ||||||||||
| Truck Brokerage Carriers: | ||||||||||||
| Approved and active ^(4)^ | 41,842 | 45,382 | ||||||||||
| Other approved | 27,672 | 25,450 | ||||||||||
| 69,514 | 70,832 | |||||||||||
| Total available truck capacity providers | 77,358 | 79,217 | ||||||||||
| Trucks provided by BCO Independent Contractors<br>^(3)^ | 8,611 | 9,180 | ||||||||||
| (1) | Includes power-only, expedited, straight truck, cargo van, and miscellaneous other truck transportation revenue<br>generated by the transportation logistics segment. Power-only refers to shipments where the Company furnishes a power unit and an operator but not trailing equipment, which is typically provided by the shipper or consignee. | |||||||||||
| --- | --- | |||||||||||
| (2) | Includes primarily reinsurance premium revenue generated by the insurance segment and intra-Mexico<br>transportation services revenue generated by Landstar Metro. | |||||||||||
| --- | --- | |||||||||||
| (3) | BCO Independent Contractors are independent contractors who provide truck capacity to the Company under<br>exclusive lease arrangements. | |||||||||||
| --- | --- | |||||||||||
| (4) | Active refers to Truck Brokerage Carriers who moved at least one load in the 180 days immediately preceding the<br>fiscal quarter end. | |||||||||||
| --- | --- |
Landstar System, Inc. and Subsidiary
Reconciliation of Gross Profit to Variable Contribution
(Dollars in thousands)
(Unaudited)
| Twenty-Six Weeks Ended | Thirteen Weeks Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 28, | June 29, | June 28, | June 29, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | $ | 2,363,885 | $ | 2,396,048 | $ | 1,211,383 | $ | 1,225,005 | ||||
| Costs of revenue: | ||||||||||||
| Purchased transportation | 1,839,289 | 1,855,579 | 941,411 | 950,058 | ||||||||
| Commissions to agents | 192,836 | 197,098 | 99,522 | 99,816 | ||||||||
| Variable costs of revenue | 2,032,125 | 2,052,677 | 1,040,933 | 1,049,874 | ||||||||
| Trailing equipment depreciation | 13,844 | 13,834 | 6,867 | 6,937 | ||||||||
| Information technology costs (1) | 7,609 | 11,986 | 3,934 | 6,182 | ||||||||
| Insurance-related costs (2) | 71,317 | 54,659 | 30,793 | 27,881 | ||||||||
| Other operating costs | 31,424 | 28,994 | 19,595 | 14,135 | ||||||||
| Other costs of revenue | 124,194 | 109,473 | 61,189 | 55,135 | ||||||||
| Total costs of revenue | 2,156,319 | 2,162,150 | 1,102,122 | 1,105,009 | ||||||||
| Gross profit | $ | 207,566 | $ | 233,898 | $ | 109,261 | $ | 119,996 | ||||
| Gross profit margin | 8.8 | % | 9.8 | % | 9.0 | % | 9.8 | % | ||||
| Plus: other costs of revenue | 124,194 | 109,473 | 61,189 | 55,135 | ||||||||
| Variable contribution | $ | 331,760 | $ | 343,371 | $ | 170,450 | $ | 175,131 | ||||
| Variable contribution margin | 14.0 | % | 14.3 | % | 14.1 | % | 14.3 | % | ||||
| (1) | Includes costs of revenue incurred related to internally developed software including ASC 350-40 amortization, implementation costs, hosting costs and other support costs utilized to support the Company’s independent commission sales agents, third party capacity providers, and customers, included as<br>a portion of depreciation and amortization and of selling, general and administrative in the Company’s Consolidated Statements of Income. | |||||||||||
| --- | --- | |||||||||||
| (2) | Primarily includes (i) insurance premiums paid for commercial auto liability, general liability, cargo and<br>other lines of coverage related to the transportation of freight; (ii) the related cost of claims incurred under those programs; and (iii) brokerage commissions and other fees incurred relating to the administration of insurance programs<br>available to BCO Independent Contractors that are reinsured by the Company, which are included in selling, general and administrative in the Company’s Consolidated Statements of Income. | |||||||||||
| --- | --- |
EX-99.2
Date Landstar System, Inc. Earnings Conference Call 2Q 2025 Exhibit 99.2
Forward-Looking Statements Disclaimer The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995. Statements made in this slide presentation that are not based on historical facts are “forward-looking statements.” This presentation may make certain statements containing forward-looking statements, such as statements which relate to Landstar’s business objectives, plans, strategies and expectations. Such statements are by nature subject to uncertainties and risks, including but not limited to: the operational, financial or legal risks or uncertainties detailed in Landstar’s Form 10-K for the 2024 fiscal year, described in the section 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 the Company undertakes no obligation to publicly update or revise any forward-looking statements. 2Q 2025
In this slide presentation, the Company provides the following information that may be deemed a non-GAAP financial measure: variable contribution, variable contribution margin and operating income as a percentage of variable contribution. Management believes variable contribution and variable contribution margin are useful measures of the variable costs that we incur at a shipment-by-shipment level attributable to our transportation network of third-party capacity providers and independent agents in order to provide services to our customers. Management believes that operating income as a percentage of variable contribution is a useful measure as: (i) variable costs of revenue for a significant portion of the Company’s business are highly influenced by short-term market-based trends in the freight transportation industry, whereas other costs, including other costs of revenue, are much less impacted by short-term freight market trends; and (ii) this measure is meaningful to investors’ evaluations of the Company’s management of costs attributable to operations other than the purely variable costs associated with purchased transportation and commissions to agents that the Company incurs to provide services to our customers. Management also believes that it is appropriate to present each of the financial measures that may be deemed a non-GAAP financial measure, as referred to above, for the following reasons: (1) disclosure of these matters will allow investors to better understand the underlying trends in the Company’s financial condition and results of operations; (2) this information will facilitate comparisons by investors of the Company’s results as compared to the results of peer companies; and (3) management considers this financial information in its decision making. A tabulation of the expenses identified as costs of revenue as well as a reconciliation of gross profit to variable contribution and gross profit margin to variable contribution margin for the 2025 and 2024 second quarters and year-to-date periods is included in this slide presentation within the Appendix. Non-GAAP Financial Measures 2Q 2025
Frank Lonegro Chief Executive Officer 2Q 2025 Executive Summary
Slide header CEO Perspective R E S U L T S Dollars in Millions (except per share amounts) H I G H L I G H T S 2Q revenue performance Sequential increase in truck revenue per load outperformed typical seasonality Truck capacity 2Q BCO truck count ~flat sequentially; best performance in three years Strong balance sheet Continuing to return meaningful capital to stockholders Investing through the cycle Supporting our network of entrepreneurs with continued investment in trailing equipment and technology Metric 2Q 2025 2Q 2024 Chg. Revenue $ 1,211.4 $ 1,225.0 (1.1%) Operating Income $ 56.3 $ 68.1 (17.3%) Earnings per Share $ 1.20 $ 1.48 (18.9%)
Slide header $1.12B Truck Revenue 501K Truck Loadings $2,234 Truck Revenue per Load 485 Million $ Agents* 8,611 BCO Trucks 69,514 Carriers 17,300+ Trailers 0.67 DOT Accidents per Million Miles** * Based on 2024 fiscal year ** Based on 2Q 2025 YTD; See definition of DOT Accidents within the Appendix 2Q R E S U L T S L A N D S T A R N E T W O R K Agents ~1,000 Customers 23,000+ Capacity 77,000+ Employees ~1,400 Landstar Network and 2Q Truckload Operating Results
Slide header Active refers to truck brokerage carriers who hauled freight for Landstar in the 180-day period immediately preceding the period end. Note: Fuel surcharges billed to customers on freight hauled by BCO Independent Contractors, which are paid 100% to the BCO and not included in either revenue or the cost of purchased transportation, were $110.8 million and $135.9 million in the 2025 and 2024 year-to-date periods, respectively, and $56.6 million and $ 68.4 million in the 2025 and 2024 second quarters, respectively. A V A I L A B L E T R U C K C A P A C I T Y P R O V I D E R S Type of Capacity Jun 28, 2025 Mar 29, 2025 Dec 28, 2024 Jun 29, 2024 BCO Independent Contractors 7,844 7,871 8,082 8,385 Truck Brokerage Carriers Approved and Active (1) 41,842 47,323 43,718 45,382 Other Approved 27,672 33,275 26,527 25,450 Total Truck Brokerage Carriers 69,514 80,598 70,245 70,832 Total Available Truck Capacity Providers 77,358 88,469 78,327 79,217 Trucks Provided by BCO Independent Contractors 8,611 8,620 8,843 9,180 Truck Capacity All information is provided as of the end of the applicable period
Jim Todd Chief Financial Officer 2Q 2025 Financial Results
Slide header Revenue Source Rate (1) Vol. (2) Chg. Truck 2.6% (1.5%) 1.1% Rail Intermodal (8.7%) 8.2% (1.3%) Ocean/Air (18.4%) (12.7%)) (28.8%) Insurance Premiums N/A N/A (7.7%) Total Revenue — — (1.1%) R E S U L T S V A R I A N C E Percentage change in rate is calculated on a revenue per load basis. Percentage change in volume is calculated on the number of loads hauled. Revenue Dollars in Millions
Slide header Revenue Share Y-O-Y Change 2Q 2025 2Q 2024 Market Segment in Revenue 27.0 27.5 Consumer Durables (3) 15.1 14.2 Machinery 5 9.2 10.9 Automotive (17) 9.1 9.6 Building Products (6) 8.2 7.7 AA&E, Hazmat 5 7.9 5.9 Electrical 32 5.1 5.2 Metals (2) 2.9 1.7 Energy 68 1.6 1.5 Substitute Line Haul 11 13.9 15.8 Other (13) Transportation logistics revenue down 1% Y-O-Y Revenue Variances by Industry Served with Revenue Share Indicated Amounts in Percent
Slide header Gross Profit Variable Contribution Amounts in % 2Q 2024 14.3 Revenue – Variable (0.2) Revenue – Fixed (3) (0.1) Change in Mix/Other 0.1 2025 14.1 C H A N G E I N V C M A R G I N Gross profit equals revenue less the cost of purchased transportation, commissions to agents and other costs of revenue. Gross profit margin equals gross profit divided by revenue. Variable contribution (VC) equals revenue less the cost of purchased transportation and commissions to agents. Variable contribution margin equals VC divided by revenue. Revenue on transactions where the Company’s variable contribution margin was based on a contractually pre-determined percentage of revenue accounted for 43% of revenue in both the 2025 and 2024 second quarters. R E S U L T S 9.0% 9.8% 14.1% 14.3% Gross Profit (1) and Variable Contribution (2) with Associated Margins Dollars in Millions
Slide header Operating Income Percentage of Gross Profit Variable Contribution C H A N G E I N P E R C E N T A G E of Variable Contribution R E S U L T S Amounts in % 2Q 2024 38.9) Other operating costs (3.4) Insurance and claims (2.3) SG&A (1.3) Depreciation and amortization 1.1 2025 33.0) Operating Income as a Percentage of Gross Profit and Variable Contribution Dollars in Millions
Slide header Return Type Jun 28, 2025 Jun 29, 2024 Equity 17% 22% Invested Capital 16% 20% Assets 10% 12% N E T C A S H (1) with Debt to Capital (2) as of date indicated S O U R C E S / U S E S O F C A S H Year-to-date as of date indicated Cash Flow Type 2Q 2025 2Q 2024 Cash flow from operations $ 62.8 $ 142.3 Capital expenditures $ 4.4 $ 16.8 Free cash flow (3) $ 58.4 $ 125.6 Share repurchases $ 102.3 $ 56.5 Dividends paid $ 97.2 $ 95.0 R E T U R N S Trailing 12 months as of date indicated Net cash is defined as cash and cash equivalents of $359.2 million plus short term investments of $66.9 million less outstanding debt of $85.4 million as of June 28, 2025. As of June 29, 2024, net cash was cash and cash equivalents of $438.1 million plus short term investments of $66.0 million less outstanding debt of $73.4 million. Capital is defined as total debt plus total shareholders’ equity. Free cash flow is defined as cash flow from operations less cash capital expenditures. 9% 7% Key Balance Sheet and Cash Flow Statistics Dollars in Millions
Frank Lonegro Chief Executive Officer 2Q 2025 Closing Remarks
Slide header 5 Current Market Update and Historical Trends Ü Current Market Update - July business activity: – Truck Loads: July approximately 1% above July 2024 – Slightly above typical June to July month-to-month historical trends – Truck Revenue per Load: July approximately 3% below July 2024 – Below typical June to July month-to-month historical trends Historical Trends - Pre-pandemic historical seasonality patterns would normally yield: – Truck Revenue: Approximately equal from 2Q to 3Q – Truck Loads: Slight decrease 2Q to 3Q – Truck Revenue per Load: Slight increase 2Q to 3Q
2Q 2025 Appendix
Slide header Revenue Breakdown by Service Type P E R C E N T A G E O F R E V E N U E 2Q 2 0 2 5 by Service Type LTL — 2% T R U C K L O A D Van — 49%, Unsided/Platform — 33% OTHER TRUCK — 8% T R U C K T R A N S P O R T A T I O N RAIL INTERMODAL — 2% OCEAN / AIR CARGO — 4% CHANGE IN SHARE SINCE 2Q 2024 Van Equipment Unsided/ Platform Equipment LTL Other Truck Transportation Rail Intermodal Ocean/ Air cargo All Other 51% Ü 49% 31% Ü 33% 2% Ü 2% 6% Ü 8% 2% Ü 2% 6% Ü 4% 2% Ü 2% ALL OTHER — 2%
Slide header Truckload Loadings and Revenue per Truckload Trends U N S I D E D / P L A T F O R M V A N NUMBER OF LOADS REVENUE PER LOAD NUMBER OF LOADS REVENUE PER LOAD
Slide header Revenue – Year-to-Date Dollars in Millions Revenue Source Rate (1) Vol. (2) Chg. Truck 1.0% (1.3%) (0.3%) Rail Intermodal (9.6%) (2.9%) (12.2%) Ocean/Air (3.3%) (3.9%)) (7.1%) Insurance Premiums N/A N/A (9.2%) Total Revenue — — (1.3%) R E S U L T S V A R I A N C E Percentage change in rate is calculated on a revenue per load basis. Percentage change in volume is calculated on the number of loads hauled.
Slide header Gross Profit and Variable Contribution – Year-to-Date with Associated Margins Dollars in Millions Gross Profit Variable Contribution Amounts in % 2Q YTD 2024 14.3 Revenue – Fixed (1) (0.1) Revenue – Variable (0.1) Change in Mix/Other (0.1) 2025 14.0 C H A N G E I N V C M A R G I N Revenue on transactions where the Company’s variable contribution margin was based on a contractually pre-determined percentage of revenue accounted for 43% of revenue in both the 2025 and 2024 year-to-date periods. R E S U L T S 8.8% 9.8% 14.0% 14.3%
Slide header Operating Income – Year-to-Date as a Percentage of Gross Profit and Variable Contribution Dollars in Millions Operating Income Percentage of Gross Profit Variable Contribution C H A N G E I N P E R C E N T A G E of Variable Contribution R E S U L T S Amounts in % 2Q YTD 2024 37.3) Insurance and claims (5.5) SG&A (2.9) Other operating costs (1.1) Depreciation and amortization 1.0 2025 28.8)
Slide header Reconciliation of Gross Profit to Variable Contribution Dollars in Thousands Includes costs of revenue incurred related to internally developed software including ASC 350-40 amortization, implementation costs, hosting costs and other support costs utilized to support the Company’s independent commission sales agents, third party capacity providers, and customers, included as a portion of depreciation and amortization and of selling, general and administrative in the Company's Consolidated Statements of Income. Primarily includes (i) insurance premiums paid for commercial auto liability, general liability, cargo and other lines of coverage related to the transportation of freight; (ii) the related cost of claims incurred under those programs; and (iii) brokerage commissions and other fees incurred relating to the administration of insurance programs available to BCO Independent Contractors that are reinsured by the Company, which are included in selling, general and administrative in the Company’s Consolidated Statements of Income. 2010 2011 2009 % Proj % Plan % External Revenue #REF! #REF! #REF! Purchased Transportation 0 #REF! 0 #REF! #REF! #REF! Commissions to Agents 0 #REF! 0 #REF! #REF! #REF! Net Revenue #REF! #REF! #REF! #REF! #REF! #REF! Investment Income 0 #REF! #VALUE! #VALUE! #REF! 1.1% Other Operating Costs #REF! #REF! #REF! #REF! #REF! #REF! Insurance Expense #REF! #REF! #REF! #REF! #REF! #REF! SG&A #REF! #REF! #REF! #REF! #REF! #REF! Depreciation and Amortization #REF! #REF! #REF! #REF! #REF! #REF! Operating Income #REF! #REF! #REF! #REF! #REF! #REF! Interest and Debt Expense #REF! #REF! #REF! Income Before Income Taxes #REF! #REF! #REF! Income Taxes #REF! #REF! #REF! Net Income #REF! #REF! #REF! Diluted Earnings per Share Shares Diluted Earnings per Share % of 2013 % of 2013 % of Twenty-Six Weeks Ended Thirteen Weeks Ended June 28, June 29, June 28, June 29, 2025 2024 2025 2024 2012 Rev/GP Plan Rev/GP Proj Rev/GP Revenue $2,363,885 $2,396,048 $1,211,383 $1,225,005 External Revenue #REF! #REF! #REF! Costs of revenue: Purchased Transportation #REF! #REF! #REF! #REF! #REF! #REF! Purchased transportation 1,839,289 1,855,579 ,941,411 ,950,058 Commissions to agents ,192,836 ,197,098 99,522 99,816 Variable costs of revenue 2,032,125 2,052,677 1,040,933 1,049,874 Interest and Debt Expense #REF! #REF! #REF! Income Before Income Taxes #REF! #REF! #REF! Trailing equipment depreciation 13,844 13,834 6,867 6,937 Information technology costs (1) 7,609 11,986 3,934 6,182 Insurance-related costs (2) 71,317 54,659 30,793 27,881 Income Taxes #REF! #REF! #REF! Other operating costs 31,424 28,994 19,595 14,135 Other costs of revenue ,124,194 ,109,473 61,189 55,135 Total costs of revenue 2,156,319 2,162,150 1,102,122 1,105,009 Gross profit $,207,566 $,233,898 $,109,261 $,119,996 Gross profit margin 8.8% 9.8% 9.2% 9.8% Plus: other costs of revenue ,124,194 ,109,473 61,189 55,135 Variable contribution $,331,760 $,343,371 $,170,450 $,175,131 Variable contribution margin 0.14034523676067151 0.14330722923747771 0.14070694404659798 0.14296349810817099 (1) Includes costs of revenue incurred related to internally developed software including ASC 350-40 amortization, implementation costs, hosting costs and other support costs utilized to support the Company’s independent commission sales agents, third party capacity providers, and customers, included as a portion of depreciation and amortization and of selling, general and administrative in the Company's Consolidated Statements of Income. (2) Primarily includes (i) insurance premiums paid for commercial auto liability, general liability, cargo and other lines of coverage related to the transportation of freight; (ii) the related cost of claims incurred under those programs; and (iii) brokerage commissions and other fees incurred relating to the administration of insurance programs available to BCO Independent Contractors that are reinsured by the Company, which are included in selling, general and administrative in the Company’s Consolidated Statements of Income. 2010 2011 2009 % Proj % Plan % External Revenue #REF! #REF! #REF! Purchased Transportation 0 #REF! 0 #REF! #REF! #REF! Commissions to Agents 0 #REF! 0 #REF! #REF! #REF! Net Revenue #REF! #REF! #REF! #REF! #REF! #REF! Investment Income 0 #REF! #VALUE! #VALUE! #REF! 1.1% Other Operating Costs #REF! #REF! #REF! #REF! #REF! #REF! Insurance Expense #REF! #REF! #REF! #REF! #REF! #REF! SG&A #REF! #REF! #REF! #REF! #REF! #REF! Depreciation and Amortization #REF! #REF! #REF! #REF! #REF! #REF! Operating Income #REF! #REF! #REF! #REF! #REF! #REF! Interest and Debt Expense #REF! #REF! #REF! Income Before Income Taxes #REF! #REF! #REF! Income Taxes #REF! #REF! #REF! Net Income #REF! #REF! #REF! Diluted Earnings per Share Shares Diluted Earnings per Share % of 2013 % of 2013 % of Twenty-Six Weeks Ended Thirteen Weeks Ended June 28, June 29, June 28, June 29, 2025 2024 2025 2024 2012 Rev/GP Plan Rev/GP Proj Rev/GP Revenue $2,363,885 $2,396,048 $1,211,383 $1,225,005 External Revenue #REF! #REF! #REF! Costs of revenue: Purchased Transportation #REF! #REF! #REF! #REF! #REF! #REF! Purchased transportation 1,839,289 1,855,579 ,941,411 ,950,058 Commissions to agents ,192,836 ,197,098 99,522 99,816 Variable costs of revenue 2,032,125 2,052,677 1,040,933 1,049,874 Interest and Debt Expense #REF! #REF! #REF! Income Before Income Taxes #REF! #REF! #REF! Trailing equipment depreciation 13,844 13,834 6,867 6,937 Information technology costs (1) 7,609 11,986 3,934 6,182 Insurance-related costs (2) 71,317 54,659 30,793 27,881 Income Taxes #REF! #REF! #REF! Other operating costs 31,424 28,994 19,595 14,135 Other costs of revenue ,124,194 ,109,473 61,189 55,135 Total costs of revenue 2,156,319 2,162,150 1,102,122 1,105,009 Gross profit $,207,566 $,233,898 $,109,261 $,119,996 Gross profit margin 8.8% 9.8% 9.2% 9.8% Plus: other costs of revenue ,124,194 ,109,473 61,189 55,135 Variable contribution $,331,760 $,343,371 $,170,450 $,175,131 Variable contribution margin 0.14034523676067151 0.14330722923747771 0.14070694404659798 0.14296349810817099 (1) Includes costs of revenue incurred related to internally developed software including ASC 350-40 amortization, implementation costs, hosting costs and other support costs utilized to support the Company’s independent commission sales agents, third party capacity providers, and customers, included as a portion of depreciation and amortization and of selling, general and administrative in the Company's Consolidated Statements of Income. (2) Primarily includes (i) insurance premiums paid for commercial auto liability, general liability, cargo and other lines of coverage related to the transportation of freight; (ii) the related cost of claims incurred under those programs; and (iii) brokerage commissions and other fees incurred relating to the administration of insurance programs available to BCO Independent Contractors that are reinsured by the Company, which are included in selling, general and administrative in the Company’s Consolidated Statements of Income.
Slide header Free Cash Flow with Stock Purchases and Dividends Dollars and Shares in Millions 5 – Y E A R S U M M A R Y Cash Flow Item 2020 2021 2022 2023 2024 Cash flow from operations $ 211 $ 277 $ 623 $ 394 $ 287 Cash capital expenditures(1) $ 34 $ 24 $ 26 $ 26 $ 31 Free cash flow $ 177 $ 253 $ 597 $ 368 $ 256 Share repurchases $ 116 $ 123 $ 286 $ 54 $ 81 Dividends paid $ 110 $ 112 $ 116 $ 117 $ 120 Common share count(2) 38.4 37.7 35.9 35.7 35.3 Cash capital expenditures includes purchases of operating property and, for fiscal year 2020, consideration paid for acquisition of a business. Common share count as of the end of the applicable period.
Slide header DOT Accident (1) Frequency per Million Miles Traveled by BCOs 5 – Y E A R S U M M A R Y A “DOT Accident” is defined, consistent with U.S. 49 CFR 390.5T, as an occurrence involving a commercial motor vehicle operating on a highway in interstate or intrastate commerce that results in a fatality, a bodily injury to a person who, as a result of the injury, immediately receives medical treatment away from the scene of the accident, or one or more motor vehicles incurring disabling damage as a result of the accident, requiring the motor vehicle(s) to be transported away from the scene by a tow truck or by other motor vehicle, but does not include an occurrence involving only boarding and alighting from a stationary motor vehicle or an occurrence involving only the loading or unloading of cargo.
Date Landstar System, Inc. Earnings Conference Call 2Q 2025