Item 2.02 Results of Operations and Financial Condition

On January 26, 2022, Landstar System, Inc. ("Landstar" or the "Company") issued a press release announcing results for the fourth quarter of fiscal 2021. 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 January 26, 2022, 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 January 27, 2022 in connection with the Company's release of results for the fourth quarter of fiscal 2021.

In the press release attached hereto as Exhibit 99.1 and the slide presentation attached hereto as Exhibit 99.2, the Company provided the following information that may be deemed a non-GAAP financial measure: variable contribution and variable contribution margin. In the slide presentation attached hereto as Exhibit 99.2, the Company provided the following information that may also be deemed a non-GAAP financial measure: (1) operating income as a percentage of gross profit and operating income as a percentage of variable contribution, each in the 2020 fiscal year period, excluding the impact of one-time costs to buyout certain incentive commission arrangements with several agents (the "Commission Buyout Costs") and the impact of pandemic relief incentive payments; and (2) operating income as a percentage of gross profit in the 2020 fourth quarter, excluding the impact of the Commission Buyout Costs.

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 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.

The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 hereof, 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 January 26, 2022, of Landstar System, Inc.

99.2     Slide Presentation, dated January 26, 2022, of Landstar System, Inc.

104    Inline XBRL for the cover page of this Current Report on Form 8-K

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