##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    December 27, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For 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
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)13410 Sutton Park Drive South
    Jacksonville, Florida

32224(Zip Code)(Address of principal executive
    offices)   (904) 398-9400
  (Registrants telephone
    number, including area code)
  Securities registered pursuant
    to Section 12(b) of the Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, $0.01 Par Value

The NASDAQ Stock Market, Inc.   Securities Registered Pursuant
    to Section 12(g) of the Act:
 None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o
    (Do not check if a smaller reporting company)

Smaller reporting company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K
  Part of 10-Kinto WhichDocument

IncorporatedProxy Statement relating to Landstar System, Inc.s Annual
    Meeting of Stockholders scheduled to be held on April 30,
    2009

Part III




---



##### 





LANDSTAR
    SYSTEM, INC.
  2008
    ANNUAL REPORT ON
    FORM 10-K
  TABLE OF
    CONTENTS
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


11Item 1B.


Unresolved Staff Comments


14Item 2.


Properties


14Item 3.


Legal Proceedings


14Item 4.


Submission of Matters to a Vote of Security
    Holders


15PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


16Item 6.


Selected Financial Data


19Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


19Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


31Item 8.


Financial Statements and Supplementary Data


32Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


59Item 9A.


Controls and Procedures


59Item 9B.


Other Information


61PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


61Item 11.


Executive Compensation


61Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


62Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


62Item 14.


Principal Accounting Fees and Services


62PART IVItem 15.


Exhibits and Financial Statement Schedules


62Signatures


65EX-10.2EX-10.12EX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I  Item 1.
    Business  General
  (904) 398-9400. Form 10-K, Form 10-Q, Form 8-K http://www.sec.gov
  Historical
    Background
    Description
    of Business
     3




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##### Table of Contents



Transportation
    Logistics Segment
    Truck Services.
  Rail Intermodal Services. pick-up
  Air and Ocean Services. door-to-door
 4




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##### Table of Contents



Warehousing Services.
  Other Services.
  Insurance
    Segment
    Factors
    Significant to the Companys Operations
    Agent
    Network
    pick-up), pick-up
  agreed-upon
 5




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##### Table of Contents



Transportation
    Capacity
    BCO Independent Contractors. his/her
 6




---



##### Table of Contents



Truck Brokerage Carriers. agreed-upon
    Third Party Rail, Air, Ocean and Other Transportation
    Capacity.
  Warehouse
    Capacity
   7




---



##### Table of Contents



Diversity
    of Services Offered
      Trailers by TypeVans


9,852Temperature-controlled


95Flatbeds, including step decks, drop decks and low boys


3,863Total


13,810     Customers
     8




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##### Table of Contents



Technology
      Corporate
    Services
        Competition
      Self-Insured
    Claims
   9




---



##### Table of Contents



Insurance
    Coverage Above Self-Insured Retention
    Regulation
  and/or
  and/or
  and/or
 10




---



##### Table of Contents



Seasonality
    Employees
    Item 1A.
    Risk
    Factors  Increased severity or frequency of accidents and other
    claims.
  Dependence on third party insurance
    companies.
  Dependence on independent commission sales
    agents.
 11




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##### Table of Contents



Dependence on third party capacity
    providers.
  Decreased demand for transportation
    services.
  Substantial industry competition.
  Dependence on key personnel.
  Disruptions or failures in the Companys computer
    systems.
  Potential changes in fuel taxes.
 12




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##### Table of Contents



Status of independent contractors.
    Regulatory and legislative changes. and/or and/or and/or
  Catastrophic loss of a Company facility.
   13




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##### Table of Contents



Concentrations of credit risk in key
    customers.
  Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      Item 3.
    Legal
    Proceedings     14




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders   15




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    2008 Market Price


2007 Market Price


Dividends DeclaredFiscal Period

High


Low


High


Low


2008


2007First Quarter

$
54.24


$
37.39


$
48.45


$
38.51


$
0.0375


$
0.0300Second Quarter


59.21



48.71



52.19



45.21



0.0375



0.0300Third Quarter


56.30



43.24



51.43



39.71



0.0400



0.0375Fourth Quarter


45.74



27.37



44.98



36.50



0.0400



0.0375       Purchases
    of Equity Securities by the Company
    Total Number of Shares


Maximum Number ofPurchased as Part of


Shares that May Yet beTotal Number of


Average Price


Publicly Announced


Purchased Under theFiscal Period

Shares Purchased


Paid per Share


Programs


ProgramsSeptember 28, 2008














2,154,579Sept. 28, 2008 - Oct. 25, 2008


317,708


$
33.29



317,708



1,836,871Oct. 26, 2008 - Nov. 22, 2008


406,248


$
30.72



406,248



1,430,623Nov. 23, 2008 - Dec. 27, 2008














1,430,623Total


723,956


$
31.85



723,956    16




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##### Table of Contents



Declaration


Record


PaymentDividend Amount per Share

Date


Date


Date$0.0375


January 31, 2008



February 8, 2008



February 29, 2008$0.0375


April 17, 2008



May 9, 2008



May 30, 2008$0.0400


July 16, 2008



August 11, 2008



August 29, 2008$0.0400


October 14, 2008



November 3, 2008



November 28, 2008       Number of SecuritiesNumber of Securities



Remaining Available forto be Issued Upon

Weighted-Average

Future Issuance UnderExercise of

Exercise Price of

Equity CompensationPlan Category

Outstanding Options

Outstanding Options

PlansEquity Compensation Plans Approved by Security Holders


2,505,644


$
35.47



3,005,323Equity Compensation Plans Not Approved by Security Holders


0



0



0    17




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##### Table of Contents



Financial
    Model Shareholder Returns
    Financial
    Model
    Shareholder Returns
  
 18




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##### Table of Contents



Item 6.
    Selected
    Financial Data  LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
    SELECTED CONSOLIDATED FINANCIAL DATA
    (Dollars in thousands, except per share amounts)
  Fiscal YearsIncome Statement Data:

2008


2007


2006


2005


2004Revenue

$
2,643,069


$
2,487,277


$
2,513,756


$
2,517,828


$
2,019,936Investment income


3,339



5,347



4,250



2,695



1,346Costs and expenses:Purchased transportation


2,033,384



1,884,207



1,890,755



1,880,431



1,510,963Commissions to agents


203,058



200,630



199,775



203,730



161,011Other operating costs


28,033



28,997



45,700



36,709



37,130Insurance and claims


36,374



49,832



39,522



50,166



60,339Selling, general and administrative


137,758



125,177



134,239



140,345



124,357Depreciation and amortization


20,960



19,088



16,796



15,920



13,959Total costs and expenses


2,459,567



2,307,931



2,326,787



2,327,301



1,907,759Operating income


186,841



184,693



191,219



193,222



113,523Interest and debt expense


7,351



6,685



6,821



4,744



3,025Income before income taxes


179,490



178,008



184,398



188,478



110,498Income taxes


68,560



68,355



71,313



72,880



42,661Net income

$
110,930


$
109,653


$
113,085


$
115,598


$
67,837Earnings per common share

$
2.11


$
2.01


$
1.95


$
1.95


$
1.13Diluted earnings per share

$
2.10


$
1.99


$
1.93


$
1.91


$
1.10Dividends paid per common share

$
0.155


$
0.135


$
0.110


$
0.050   Dec. 27,


Dec. 29,


Dec. 30,


Dec. 31,


Dec. 25,Balance Sheet Data:

2008


2007


2006


2005


2004Total assets

$
663,530


$
629,001


$
646,651


$
765,814


$
586,802Long-term debt, including current maturities


136,445



164,753



129,321



166,973



92,090Shareholders equity


253,136



180,786



230,274



255,689



215,129   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-Looking
    Statements
  Form 10-K
 19




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##### Table of Contents



Form 10-K
  Introduction
      less-than-truckload less-than-truckload
  short-to-long
 20




---



##### Table of Contents



Changes
    in Financial Condition and Results of Operations
      Fiscal Year2008


2007


2006Number of Million Dollar Agents


484



495



490Average revenue generated per Million Dollar Agent

$
4,907,000


$
4,571,000


$
4,700,000Percent of consolidated revenue generated by Million Dollar
    Agents


90
%


91
%


92
%Number of independent commission sales agent locations at year
    end


1,428



1,397



1,345  21




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##### Table of Contents



Fiscal Year2008


2007


2006Revenue generated through (in thousands):BCO Independent Contractors

$
1,388,353


$
1,377,083


$
1,351,694Truck Brokerage Carriers


996,269



884,577



871,134Rail intermodal


136,367



133,878



122,656Ocean cargo carriers


42,153



26,498



17,022Air cargo carriers


14,891



19,692



15,991Other(1)


65,036



45,549



135,259$
2,643,069


$
2,487,277


$
2,513,756Number of loads:BCO Independent Contractors


820,680



857,200



851,880Truck Brokerage Carriers


571,600



588,660



569,360Rail intermodal


58,510



62,720



55,650Ocean cargo carriers


5,380



4,620



3,680Air cargo carriers


8,260



11,600



8,7901,464,430



1,524,800



1,489,360Revenue per load:BCO Independent Contractors

$
1,692


$
1,606


$
1,587Truck Brokerage Carriers


1,743



1,503



1,530Rail intermodal


2,331



2,135



2,204Ocean cargo carriers


7,835



5,735



4,626Air cargo carriers


1,803



1,698



1,819     (1)
    
    Includes premium revenue generated by the insurance segment and
    warehousing revenue generated by the transportation logistics
    segment. Also, included in the 2008 fiscal year period was
    $27,638 of Bus Revenue. Included in the 2007 and 2006 fiscal
    year periods was $8,511 and $100,655 respectively, of revenue
    derived from transportation services provided in support of
    disaster relief efforts provided under a contract between
    Landstar Express America, Inc. and the United States Department
    of Transportation/Federal Aviation Administration (the
    FAA). 22




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##### Table of Contents



Dec. 27,


Dec. 29,


Dec. 30,2008


2007


2006BCO Independent Contractors


8,455



8,403



8,516Truck Brokerage Carriers:Approved and active(1)


16,135



16,053



15,247Other approved


10,036



9,362



8,57426,171



25,415



23,821Total available truck capacity providers


34,626



33,818



32,337Number of trucks provided by BCO Independent Contractors


9,039



8,993



9,205     (1)
    
    Active refers to Truck Brokerage Carriers who moved at least one
    load in the 180 days immediately preceding the fiscal year
    end.    agreed-upon agreed-upon agreed-upon agreed-upon
  agreed-upon
     23




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##### Table of Contents



Fiscal Year2008


2007


2006Revenue


100.0
%


100.0
%


100.0
%Investment income


0.1



0.2



0.2Costs and expenses:Purchased transportation


76.9



75.8



75.2Commissions to agents


7.7



8.1



8.0Other operating costs


1.0



1.1



1.8Insurance and claims


1.4



2.0



1.6Selling, general and administrative


5.2



5.0



5.3Depreciation and amortization


0.8



0.8



0.7Total costs and expenses


93.0



92.8



92.6Operating income


7.1



7.4



7.6Interest and debt expense


0.3



0.3



0.3Income before income taxes


6.8



7.1



7.3Income taxes


2.6



2.7



2.8Net income


4.2
%


4.4
%


4.5
%   Fiscal
    Year Ended December 27, 2008 Compared to Fiscal Year Ended
    December 29, 2007
   24




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##### Table of Contents



Fiscal
    Year Ended December 29, 2007 Compared to Fiscal Year Ended
    December 30, 2006
   25




---



##### Table of Contents



26




---



##### Table of Contents



Capital
    Resources and Liquidity
             27




---



##### Table of Contents



Contractual
    Obligations and Commitments
    Payments Due by PeriodLess than


1-3


4-5


More thanContractual Obligation

Total


1 Year


Years


Years


5 YearsLong-term debt

$
70,000










$
70,000Capital lease obligations


71,912


$
27,591


$
38,024



6,297Operating leases


16,031



4,338



5,640



4,187


$
1,866$
157,943


$
31,929


$
43,664


$
80,484


$
1,866       Off-Balance
    Sheet Arrangements
    Legal
    Matters
   28




---



##### Table of Contents



29




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
          Effects
    of Inflation
    Seasonality
   30




---



##### Table of Contents



Item 7a.
    Quantitative
    and Qualitative Disclosures about Market Risk          available-for-sale,
   31




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  CONSOLIDATED
    BALANCE SHEETS
 (Dollars
    in thousands, except per share amounts)
  Dec. 27,


Dec. 29,2008


2007ASSETSCurrent AssetsCash and cash equivalents

$
98,904


$
60,750Short-term investments


23,479



22,921Trade accounts receivable, less allowance of $6,230 and $4,469


315,065



310,258Other receivables, including advances to independent
    contractors, less allowance of $4,298 and $4,792


10,083



11,170Deferred income taxes and other current assets


27,871



28,554Total current assets


475,402



433,653Operating property, less accumulated depreciation and
    amortization of $106,635 and $88,284


124,178



132,369Goodwill


31,134



31,134Other assets


32,816



31,845Total assets

$
663,530


$
629,001LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesCash overdraft

$
32,065


$
25,769Accounts payable


105,882



117,122Current maturities of long-term debt


24,693



23,155Insurance claims


23,545



28,163Accrued income taxes


12,239



14,865Other current liabilities


38,161



40,501Total current liabilities


236,585



249,575Long-term debt, excluding current maturities


111,752



141,598Insurance claims


38,278



37,631Deferred income taxes


23,779



19,411Shareholders EquityCommon stock, $0.01 par value, authorized
    160,000,000 shares, issued 66,109,547 and
    65,630,383 shares


661



656Additional paid-in capital


154,533



132,788Retained earnings


704,331



601,537Cost of 14,424,887 and 13,121,109 shares of common stock in
    treasury


(605,828
)


(554,252
)Accumulated other comprehensive income (loss)


(561
)


57Total shareholders equity


253,136



180,786Total liabilities and shareholders equity

$
663,530


$
629,001    32




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  CONSOLIDATED
    STATEMENTS OF INCOME
 (Dollars
    in thousands, except per share amounts)
  Fiscal Years EndedDec. 27,


Dec. 29,


Dec. 30,2008


2007


2006Revenue

$
2,643,069


$
2,487,277


$
2,513,756Investment income


3,339



5,347



4,250Costs and expenses:Purchased transportation


2,033,384



1,884,207



1,890,755Commissions to agents


203,058



200,630



199,775Other operating costs


28,033



28,997



45,700Insurance and claims


36,374



49,832



39,522Selling, general and administrative


137,758



125,177



134,239Depreciation and amortization


20,960



19,088



16,796Total costs and expenses


2,459,567



2,307,931



2,326,787Operating income


186,841



184,693



191,219Interest and debt expense


7,351



6,685



6,821Income before income taxes


179,490



178,008



184,398Income taxes


68,560



68,355



71,313Net income

$
110,930


$
109,653


$
113,085Earnings per common share

$
2.11


$
2.01


$
1.95Diluted earnings per share

$
2.10


$
1.99


$
1.93Average number of shares outstanding:Earnings per common share


52,503,000



54,681,000



57,854,000Diluted earnings per share


52,854,000



55,156,000



58,654,000Dividends paid per common share

$
0.155


$
0.135


$
0.110    33




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 (Dollars
    in thousands)
  Fiscal Years EndedDec. 27,


Dec. 29,


Dec. 30,2008


2007


2006OPERATING ACTIVITIESNet income

$
110,930


$
109,653


$
113,085Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization of operating property


20,960



19,088



16,796Non-cash interest charges


196



174



174Provisions for losses on trade and other accounts receivable


6,937



4,100



5,349Losses (gains) on sales and disposals of operating property, net


176



(1,648
)


(475
)Deferred income taxes, net


3,873



521



3,297Stock-based compensation


6,636



7,610



6,908Director compensation paid in common stock


634



678



265Changes in operating assets and liabilities:Decrease (increase) in trade and other accounts receivable


(10,657
)


7,653



207,128Decrease (increase) in other assets


28



(3,207
)


(7,761
)Decrease in accounts payable


(11,240
)


(5,191
)


(42,196
)Decrease in other liabilities


(4,813
)


(3,147
)


(6,145
)Increase (decrease) in insurance claims


(3,971
)


4,324



(4,257
)NET CASH PROVIDED BY OPERATING ACTIVITIES


119,689



140,608



292,168INVESTING ACTIVITIESNet change in other short-term investments


(7,887
)


3,272



(4,462
)Sales and maturities of investments


13,801



44,224



42,334Purchases of investments


(6,921
)


(48,266
)


(41,239
)Purchases of operating property


(8,289
)


(6,514
)


(4,173
)Proceeds from sales of operating property


146



3,708



2,620NET CASH USED BY INVESTING ACTIVITIES


(9,150
)


(3,576
)


(4,920
)FINANCING ACTIVITIESIncrease (decrease) in cash overdraft


6,296



334



(4,394
)Proceeds from repayment of note receivable arising from exercise
    of stock options










47Dividends paid


(8,136
)


(7,389
)


(6,361
)Proceeds from exercises of stock options


12,249



12,862



10,533Excess tax benefit on stock option exercises


2,231



3,624



5,758Borrowings on revolving credit facility


87,000



58,000



5,000Purchases of common stock


(51,576
)


(176,590
)


(156,492
)Principal payments on long-term debt and capital lease
    obligations


(120,110
)


(58,614
)


(79,246
)NET CASH USED BY FINANCING ACTIVITIES


(72,046
)


(167,773
)


(225,155
)Effect of exchange rate changes on cash and cash equivalents


(339
)






Increase (decrease) in cash and cash equivalents


38,154



(30,741
)


62,093Cash and cash equivalents at beginning of period


60,750



91,491



29,398Cash and cash equivalents at end of period

$
98,904


$
60,750


$
91,491    34




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARYCONSOLIDATED STATEMENT OF CHANGES IN
    SHAREHOLDERS EQUITY
    For the Fiscal Years Ended December 27, 2008,
    December 29, 2007 and December 30, 2006
    (Dollars in thousands)
  NoteReceivableArisingAccumulated


fromAdditional





Treasury


Other


ExerciseCommon Stock


Paid-In


Retained


Stock at Cost


Comprehensive


of StockShares


Amount


Capital


Earnings


Shares


Amount


Income (Loss)


Options


TotalBalance December 31, 2005


64,151,902


$
642


$
84,532


$
392,549



5,344,883


$
(221,776
)

$
(211
)

$
(47
)

$
255,689Net income














113,085



















113,085Dividends paid ($0.110 per share)














(6,361
)


















(6,361
)Purchases of common stock


















3,697,726



(156,492
)










(156,492
)Exercises of stock options, including excess tax benefit


835,241



8



16,283























16,291Director compensation paid in common stock


6,000







265























265Stock-based compensation expense










6,908























6,908Repayment of note receivable arising from exercise of stock
    options






























47



47Incentive compensation paid in common stock










32







(14,600
)


606











638Unrealized gain on
    available-for-sale
    investments, net of income taxes


























204







204Balance December 30, 2006


64,993,143



650



108,020



499,273



9,028,009



(377,662
)


(7
)


0



230,274Net income














109,653



















109,653Dividends paid ($0.135 per share)














(7,389
)


















(7,389
)Purchases of common stock


















4,093,100



(176,590
)










(176,590
)Exercises of stock options, including excess tax benefit


623,663



6



16,480























16,486Director compensation paid in common stock


13,577







678























678Stock-based compensation expense










7,610























7,610Unrealized gain on
    available-for-sale
    investments, net of income taxes


























64







64Balance December 29, 2007


65,630,383



656



132,788



601,537



13,121,109



(554,252
)


57



0



180,786Net income














110,930



















110,930Dividends paid ($0.155 per share)














(8,136
)


















(8,136
)Purchases of common stock


















1,303,778



(51,576
)










(51,576
)Exercises of stock options, including excess tax benefit


467,164



5



14,475























14,480Director compensation paid in common stock


12,000







634























634Stock-based compensation expense










6,636























6,636Foreign currency translation adjustments


























(339
)






(339
)Unrealized loss on
    available-for-sale
    investments, net of income taxes


























(279
)






(279
)Balance December 27, 2008


66,109,547


$
661


$
154,533


$
704,331



14,424,887


$
(605,828
)

$
(561
)

$
0


$
253,136    35




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  (1)
    Significant
    Accounting Policies  Consolidation
    Fiscal
    Year
    Revenue
    Recognition
    Insurance
    Claim Costs
    Tires
    Cash
    and Cash Equivalents
    Investments
  available-for-sale,
 36




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Operating
    Property
    Income
    Taxes
      Earnings
    Per Share
      Fiscal Year2008


2007


2006Average number of common shares outstanding


52,503



54,681



57,854Incremental shares from assumed exercises of stock options


351



475



800Average number of common shares and common share equivalents
    outstanding


52,854



55,156



58,654    37




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Share-Based
    Payments
  Black-Scholes
  Foreign
    Currency Translation
    (2)
    Comprehensive
    Income    Fiscal Year2008


2007


2006Net income

$
110,930


$
109,653


$
113,085Unrealized holding gains/(losses) on
    available-for-sale
    investments, net of income taxes


(279
)


64



204Foreign currency translation loss


(339
)Comprehensive income

$
110,312


$
109,717


$
113,289   available-for-sale mark-to-market available-for-sale mark-to-market available-for-sale mark-to-market
 38




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (3)
    Income
    Taxes    Fiscal Year2008


2007


2006Current:Federal

$
57,249


$
61,266


$
60,599State


6,267



6,568



7,417Canadian


1,171



0



064,687



67,834



68,016Deferred:Federal


3,438



296



2,650State


435



225



6473,873



521



3,297Income taxes

$
68,560


$
68,355


$
71,313     Dec. 27,


Dec. 29,2008


2007Deferred tax assets:Receivable valuations

$
5,401


$
3,927Share-based payments


5,050



4,554Self-insured claims


6,782



7,358Other


2,807



3,201$
20,040


$
19,040Deferred tax liabilities:Operating property

$
25,758


$
21,273Other


5,897



5,509$
31,655


$
26,782Net deferred tax liability

$
11,615


$
7,742     Fiscal Year2008


2007


2006Income taxes at federal income tax rate

$
62,822


$
62,303


$
64,539State income taxes, net of federal income tax benefit


4,356



4,415



5,234Meals and entertainment exclusion


493



802



720Share-based payments


515



598



443Other, net


374



237



377Income taxes

$
68,560


$
68,355


$
71,313  39




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Fiscal Year2008


2007Gross unrecognized tax benefits  beginning of the year

$
16,401


$
15,175Gross increases related to current year tax positions


2,161



2,036Gross increases related to prior year tax positions


1,759



1,957Gross decreases related to prior year tax positions


(1,163
)


(1,511
)Settlements


(352
)


0Lapse of statute of limitations


(2,696
)


(1,256
)Gross unrecognized tax benefits  end of the year

$
16,110


$
16,401     (4)
    Operating
    Property    Dec. 27,


Dec. 29,2008


2007Land

$
1,921


$
1,921Leasehold improvements


9,654



9,384Buildings and improvements


8,206



8,181Trailing equipment


173,254



167,207Other equipment


37,778



33,960230,813



220,653Less accumulated depreciation and amortization


106,635



88,284$
124,178


$
132,369    40




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (5)
    Retirement
    Plan      (6)
    Debt    Dec. 27,


Dec. 29,2008


2007Capital leases

$
66,445


$
84,753Revolving credit facility


70,000



80,000136,445



164,753Less current maturities


24,693



23,155Total long-term debt

$
111,752


$
141,598        41




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (7)
    Leases    Capital


OperatingLeases


Leases2009

$
27,591


$
4,3382010


22,177



3,2752011


15,847



2,3652012


5,993



2,1232013


304



2,064Thereafter






1,86671,912


$
16,031Less amount representing interest (3.9% to 5.9)%


5,467Present value of minimum lease payments

$
66,445     (8)
    Share-Based
    Payment Arrangements  Employee
    and Director Stock Option Plans
    Fiscal YearsDec. 27,


Dec. 29,


Dec. 30,2008


2007


2006Total cost of the Plans during the period

$
6,636


$
7,610


$
6,908Amount of related income tax benefit recognized during the period


1,973



2,187



2,169Net cost of the Plans during the period

$
4,663


$
5,423


$
4,739    42




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2008


2007


2006Expected volatility


33.0
%


33.0
%


34.0
%Expected dividend yield


0.375
%


0.300
%


0.300
%Risk-free interest rate


3.00
%


4.75
%


4.75
%Expected lives (in years)


4.1



4.2



4.5        43




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options Outstanding


Options ExercisableWeighted Average





Weighted AverageExercise Price





Exercise PriceShares


per Share


Shares


per ShareOptions at December 31, 2005


2,794,652


$
19.07



855,816


$
10.37Granted


650,000


$
43.61Exercised


(835,241
)

$
12.61Forfeited


(42,840
)

$
21.14Options at December 30, 2006


2,566,571


$
27.35



779,739


$
16.29Granted


275,500


$
43.00Exercised


(623,663
)

$
20.62Forfeited


(19,100
)

$
39.73Options at December 29, 2007


2,199,308


$
31.11



747,626


$
24.73Granted


777,500


$
42.30Exercised


(467,164
)

$
26.22Forfeited


(4,000
)

$
44.63Options at December 27, 2008


2,505,644


$
35.47



822,211


$
30.75     Options OutstandingNumber


Weighted Average


Weighted AverageOutstanding


Remaining Contractual


Exercise PriceRange of Exercise Prices Per Share

Dec. 27, 2008


Life (Years)


per Share$ 8.08 - $10.00


129,800



2.4


$
8.18$10.01 - $15.00


131,696



3.9


$
13.68$15.01 - $25.00


236,000



5.0


$
19.25$25.01 - $35.00


270,001



5.8


$
29.60$35.01 - $40.00


236,667



6.5


$
37.56$40.01 - $44.00


1,218,480



8.2


$
42.43$44.01 - $48.15


283,000



8.4


$
45.542,505,644



7.0


$
35.47   Options ExercisableNumber


Weighted AverageExercisable


Exercise PriceRange of Exercise Prices Per Share

Dec. 27, 2008


per Share$ 8.08 - $10.00


129,800


$
8.18$10.01 - $15.00


131,696


$
13.68$15.01 - $25.00


4,000


$
20.21$25.01 - $35.00


80,001


$
32.77$35.01 - $40.00


177,667


$
37.32$40.01 - $44.00


256,047


$
43.65$44.01 - $46.83


43,000


$
44.37822,211


$
30.75  44




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Directors
    Stock Compensation Plan
    (9)
    Shareholders
    Equity      (10)
    Commitments
    and Contingencies         45




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            (11)
    Concentrations
    of Credit Risk in Key Customers   46




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (12)
    Segment
    Information    less-than-truckload less-than-truckload
  short-to-long
   47




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          TransportationLogistics


Insurance


Total2008External revenue

$
2,606,216


$
36,853


$
2,643,069Internal revenue






27,565



27,565Investment income






3,339



3,339Interest and debt expense


7,351







7,351Depreciation and amortization


20,960







20,960Operating income


148,385



38,456



186,841Expenditures on long-lived assets


8,289







8,289Goodwill


31,134







31,134Capital lease additions


4,802







4,802Total assets


530,163



133,367



663,5302007External revenue

$
2,450,411


$
36,866


$
2,487,277Internal revenue






29,217



29,217Investment income






5,347



5,347Interest and debt expense


6,685







6,685Depreciation and amortization


19,088







19,088Operating income


150,638



34,055



184,693Expenditures on long-lived assets


6,514







6,514Goodwill


31,134







31,134Capital lease additions


36,046







36,046Total assets


539,618



89,383



629,001 48




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  TransportationLogistics


Insurance


Total2006External revenue

$
2,479,158


$
34,598


$
2,513,756Internal revenue






28,293



28,293Investment income






4,250



4,250Interest and debt expense


6,821







6,821Depreciation and amortization


16,796







16,796Operating income


155,546



35,673



191,219Expenditures on long-lived assets


4,173







4,173Goodwill


31,134







31,134Capital lease additions


36,594







36,594Total assets


540,329



106,322



646,651  49




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             Internal Control-Integrated Framework
  KPMG
    LLP
     50




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
    QUARTERLY FINANCIAL DATA
    (Dollars in thousands, except per share amounts)
    (Unaudited)
  Fourth


Third


Second


FirstQuarter


Quarter


Quarter


Quarter2008


2008


2008


2008Revenue

$
603,837


$
732,753


$
697,651


$
608,828Operating income

$
40,977


$
54,690


$
50,185


$
40,989Income before income taxes

$
39,261


$
52,933


$
48,449


$
38,847Income taxes


14,656



20,116



18,684



15,104Net income

$
24,605


$
32,817


$
29,765


$
23,743Earnings per common share(1)

$
0.47


$
0.62


$
0.56


$
0.45Diluted earnings per share(1)

$
0.47


$
0.62


$
0.56


$
0.45Dividends paid per common share

$
0.0400


$
0.0400


$
0.0375


$
0.0375   Fourth


Third


Second


FirstQuarter


Quarter


Quarter


Quarter2007


2007


2007


2007Revenue

$
642,865


$
634,811


$
632,952


$
576,649Operating income

$
48,666


$
49,648


$
49,508


$
36,871Income before income taxes

$
46,445


$
47,884


$
48,400


$
35,279Income taxes


17,414



18,536



18,730



13,675Net income

$
29,031


$
29,348


$
29,670


$
21,604Earnings per common share(1)

$
0.55


$
0.54


$
0.53


$
0.39Diluted earnings per share(1)

$
0.54


$
0.54


$
0.53


$
0.38Dividends paid per common share

$
0.0375


$
0.0375


$
0.0300


$
0.0300     (1)
    
    Due to the changes in the number of average common shares and
    common stock equivalents outstanding during the year, the sum of
    earnings per share amounts for each quarter do not necessarily
    sum in the aggregate to the earnings per share amounts for the
    full year. 51




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Form 10-K
      KPMG
    LLP
     52




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC.
 SCHEDULE I 
    CONDENSED FINANCIAL INFORMATION OF REGISTRANT
    PARENT COMPANY ONLY BALANCE SHEET INFORMATION
    (Dollars in thousands, except per share amounts)  Dec. 27,


Dec. 29,2008


2007ASSETSInvestment in Landstar System Holdings, Inc., net of advances

$
253,136


$
180,786Total assets

$
253,136


$
180,786LIABILITIES AND SHAREHOLDERS EQUITYShareholders equity:Common stock, $.01 par value, authorized
    160,000,000 shares, issued 66,109,547 and 65,630,383

$
661


$
656Additional paid-in capital


154,533



132,788Retained earnings


704,331



601,537Cost of 14,424,887 and 13,121,109 shares of common stock in
    treasury


(605,828
)


(554,252
)Accumulated other comprehensive gain/(loss)


(561
)


57Total shareholders equity


253,136



180,786Total liabilities and shareholders equity

$
253,136


$
180,786    53




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC.
 SCHEDULE I 
    CONDENSED FINANCIAL INFORMATION OF REGISTRANT
    PARENT COMPANY ONLY STATEMENT OF INCOME INFORMATION
    (Dollars in thousands, except per share amounts)  Fiscal Years EndedDec. 27,


Dec. 29,


Dec. 30,2008


2007


2006Equity in undistributed earnings of Landstar System Holdings,
    Inc.

$
110,331


$
109,200


$
113,079Income taxes


(599
)


(453
)


(6
)Net income

$
110,930


$
109,653


$
113,085Earnings per common share

$
2.11


$
2.01


$
1.95Diluted earnings per share

$
2.10


$
1.99


$
1.93Dividends paid per common share

$
0.155


$
0.135


$
0.110Average number of shares outstanding:Earnings per common share


52,503,000



54,681,000



57,854,000Diluted earnings per share


52,854,000



55,156,000



58,654,000    54




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC.
 SCHEDULE I 
    CONDENSED FINANCIAL INFORMATION OF REGISTRANT
    PARENT COMPANY ONLY STATEMENT OF CASH FLOWS INFORMATION
    (Dollars in thousands)  Fiscal Years EndedDec. 27,


Dec. 29,


Dec. 30,2008


2007


2006Operating ActivitiesNet income

$
110,930


$
109,653


$
113,085Adjustments to reconcile net income to net cash provided by
    operating activities:Equity in undistributed earnings of Landstar System Holdings, Inc


(110,331
)


(109,200
)


(113,079
)Net Cash Provided By Operating Activities


599



453



6Investing ActivitiesAdditional investments in and advances from Landstar System
    Holdings, Inc., net


44,972



167,040



146,509Net Cash Provided By Investing Activities


44,972



167,040



146,509Financing ActivitiesExcess tax benefit on stock option exercises


2,231



3,624



5,758Proceeds from repayment of note receivable arising from exercise
    of stock options


0



0



47Proceeds from exercises of stock options


12,249



12,862



10,533Dividends paid


(8,136
)


(7,389
)


(6,361
)Purchases of common stock


(51,576
)


(176,590
)


(156,492
)Net Cash Used By Financing Activities


(45,232
)


(167,493
)


(146,515
)Effect of exchange rate changes on cash and cash equivalents


(339
)


0



0Change in cash and cash equivalents


0



0



0Cash and cash equivalents at beginning of period


0



0



0Cash and cash equivalents at end of period

$
0


$
0


$
0    55




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
 SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
    For the Fiscal Year Ended December 27, 2008
    (Dollars in thousands)  COL A

COL B


COL C


COL D


COL EAdditionsCharged toBalance at


Charged to


Other


Deductions


Balance atBeginning of


Costs and


Accounts


Describe


End ofPeriod


Expenses


Describe


(A)


PeriodDescriptionAllowance for doubtful accounts:Deducted from trade receivables

$
4,469


$
4,641






$
(2,880
)

$
6,230Deducted from other receivables


4,792



2,290







(2,784
)


4,298Deducted from other non-current receivables


310



6











316$
9,571


$
6,937






$
(5,664
)

$
10,844     (A)
    
    Write-offs, net of recoveries.   56




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
 SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
    For the Fiscal Year Ended December 29, 2007
    (Dollars in thousands)  COL A

COL B


COL C


COL D


COL EAdditionsCharged toBalance at


Charged to


Other


Deductions


Balance atBeginning of


Costs and


Accounts


Describe


End ofPeriod


Expenses


Describe


(A)


PeriodDescriptionAllowance for doubtful accounts:Deducted from trade receivables

$
4,834


$
2,501






$
(2,866
)

$
4,469Deducted from other receivables


4,512



1,586







(1,306
)


4,792Deducted from other non-current receivables


297



13











310$
9,643


$
4,100






$
(4,172
)

$
9,571     (A)
    
    Write-offs, net of recoveries.   57




---



##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
 SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
    For the Fiscal Year Ended December 30, 2006
    (Dollars in thousands)  COL A

COL B


COL C


COL D


COL EAdditionsCharged toBalance at


Charged to


Other


Deductions


Balance atBeginning of


Costs and


Accounts


Describe


End ofPeriod


Expenses


Describe


(A)


PeriodDescriptionAllowance for doubtful accounts:Deducted from trade receivables

$
4,655


$
3,235






$
(3,056
)

$
4,834Deducted from other receivables


4,342



2,099







(1,929
)


4,512Deducted from other non-current receivables


282



15











297$
9,279


$
5,349






$
(4,985
)

$
9,643     (A)
    
    Write-offs, net of recoveries   58




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Form 10-K, Rule 13a-15(e)
    Internal
    Control Over Financial Reporting
  (a)
    Managements
    Report on Internal Control over Financial
    Reporting  Rules 13a-15(f) 15d-15(f)
       59




---



##### Table of Contents



Form 10-K
  (b)
    Attestation
    Report of the Registered Public Accounting Firm  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             Internal Control  Integrated
    Framework
   60




---



##### Table of Contents



(c)
    Changes
    in Internal Control Over Financial Reporting    Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    www.landstar.com Form 8-K
  Item 11.
    Executive
    Compensation   61




---



##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Regulation S-K
  Regulation S-K
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence      Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements and Supplementary Data
  PageConsolidated Balance Sheets


32Consolidated Statements of Income


33Consolidated Statements of Cash Flows


34Consolidated Statement of Changes in
    Shareholders Equity


35Notes to Consolidated Financial Statements


36Report of Independent Registered Public
    Accounting Firm


50  62




---



##### Table of Contents



Financial Statement Schedules
  Form 10-K.
  ScheduleNumber

Description

PageI


Condensed Financial Information of Registrant
    Parent Company Only Balance Sheet Information


53I


Condensed Financial Information of Registrant
    Parent Company Only Statement of Income Information


54I


Condensed Financial Information of Registrant
    Parent Company Only Statement of Cash Flows Information


55II


Valuation and Qualifying Accounts For the Fiscal
    Year Ended December 27, 2008


56II


Valuation and Qualifying Accounts For the Fiscal
    Year Ended December 29, 2007


57II


Valuation and Qualifying Accounts For the Fiscal
    Year Ended December 30, 2006


58     Exhibits
  ExhibitNo.

Description(3)


Articles of Incorporation and By-Laws:3
.1

Restated Certificate of Incorporation of the Company dated
    March 6, 2006, including Certificate of Designation of
    Junior Participating Preferred Stock dated February 10,
    1993. (Incorporated by reference to Exhibit 3.1 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005 (Commission
    File
    No. 0-21238))3
.2

The Companys Bylaws, as amended and restated on
    November 1, 2007. (Incorporated by reference to
    Exhibit 3.1 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 29, 2007 (Commission
    File
    No. 0-21238))(4)


Instruments defining the rights of security holders,
    including indentures:4
.1

Specimen of Common Stock Certificate. (Incorporated by reference
    to Exhibit 4.1 to the Registrants Registration
    Statement on
    Form S-1
    (Registration
    No. 33-57174))4
.2

Credit Agreement, dated as of June 27, 2008, among LSHI,
    Landstar, the lenders named therein and JPMorgan Chase Bank,
    N.A., as administrative agent (including exhibits and schedules
    thereto). (Incorporated by reference to Exhibit 99.1 to the
    Registrants
    Form 8-K
    filed on July 3, 2008 (Commission File
    No. 0-21238))(10)


Material contracts:10
.1+

Landstar System, Inc. Executive Incentive Compensation Plan
    (Incorporated by reference to Exhibit A to the
    Registrants Definitive Proxy Statement filed on
    April 2, 2007 (Commission File
    No. 0-21238))10
.2+*

Amendment to the Landstar System, Inc. Executive Incentive
    Compensation Plan, effective as of December 3, 200810
.3+

Landstar System, Inc. Supplemental Executive Retirement Plan, as
    amended and restated effective January 1, 2008
    (Incorporated by reference to Exhibit 10.2 to the
    Registrants Annual Report on Form 10-K for the fiscal
    year ended December 29, 2007 (Commission File No. 0-21238))10
.4+

Landstar System. Inc. 1993 Stock Option Plan, as amended as of
    December 31, 2008 (Incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed on January 7, 2009(Commission File
    No. 0-21238))10
.5+

Landstar System, Inc. 2002 Employee Stock Option Plan, as
    amended as of December 31, 2008 (Incorporated by reference
    to Exhibit 99.3 to the Registrants Current Report on
    Form 8-K
    filed on January 7, 2009 (Commission File
    No. 0-21238))10
.6+

Landstar System, Inc. 1994 Directors Stock Option
    Plan. (Incorporated by reference to Exhibit 99 to the
    Registrants Registration Statement on
    Form S-8
    filed July 5, 1995. (Registration
    No. 33-94304)) 63




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##### Table of Contents



ExhibitNo.

Description10
.7+

First Amendment to the Landstar System, Inc. 1994 Directors
    Stock Option Plan (Incorporated by reference to
    Exhibit 10.8 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2000 (Commission
    File
    No. 0-21238))10
.8+

Second Amendment to the Landstar System, Inc.
    1994 Directors Stock Option Plan (Incorporated by reference
    to Exhibit 10.9 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2000 (Commission
    File
    No. 0-21238))10
.9+

Directors Stock Compensation Plan, dated May 15, 2003
    (Incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 28, 2003 (Commission File
    No. 0-21238))10
.10+

Form of Indemnification Agreement between the Company and each
    of the directors and executive officers of the Company.
    (Incorporated by reference to Exhibit 10.2 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 27, 2003 (Commission
    File
    No. 0-21238))10
.11+

Form of Key Executive Employment Protection Agreement between
    Landstar System, Inc. and each of Joseph J. Beacom, James B.
    Gattoni, Henry H. Gerkens, Jim M. Handoush, Michael K. Kneller,
    Patrick J. OMalley and Larry S. Thomas (Incorporated by
    reference to Exhibit 10.13 to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended December 30, 2006 (Commission
    File
    No. 0-21238))10
.12+*

Form of Amendment to Key Executive Employment Protection
    Agreement between Landstar System, Inc. and each of Joseph J.
    Beacom, James B. Gattoni, Henry H. Gerkens, Jim M. Handoush,
    Michael K. Kneller, Patrick J. OMalley and Larry S. Thomas10
.13+

Letter Agreement, dated July 2, 2002 from Jeffrey C. Crowe
    to Henry H. Gerkens. (Incorporated by reference to
    Exhibit 10.17 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 28, 2002 (Commission
    File
    No. 0-21238))10
.14+

Letter Agreement, dated April 27, 2004, between Landstar
    System, Inc. and Jeffrey C. Crowe (Incorporated by reference to
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K
    filed on April 28, 2004 (Commission File
    No. 0-21238))10
.15+

Letter Agreement, dated December 31, 2008, between Landstar
    System, Inc. and Henry H. Gerkens (Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on January 7, 2009 (Commission File
    No. 0-21238))(21)


Subsidiaries of the Registrant:21
.1*

List of Subsidiary Corporations of the Registrant(23)


Consents of experts and counsel:23
.1*

Consent of KPMG LLP as Independent Registered Public Accounting
    Firm of the Registrant(24)


Power of attorney:24
.1*

Powers of Attorney(31)


Certifications pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002:31
.1*

Chief Executive Officer certification, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2*

Chief Financial Officer certification, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002(32)


Certifications pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002:32
.1**

Chief Executive Officer certification pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 200232
.2**

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     +
    
    management contract or compensatory plan or arrangement*
    
    Filed herewith.**
    
    Furnished herewith.   64




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##### Table of Contents



SIGNATURES      By:
    /s/  Henry
    H. Gerkens    President and Chief Executive Officer
   By:
    /s/  James
    B. Gattoni    Vice President and Chief Financial Officer
      Signature

Title

Date*Jeffrey
    C. Crowe

Chairman of the Board

February 24, 2009/s/  Henry
    H. GerkensHenry
    H. Gerkens

Director, President and
    Chief Executive Officer;
    Principal Executive Officer

February 24, 2009/s/  James
    B. GattoniJames
    B. Gattoni

Vice President and
    Chief Financial Officer;
    Principal Accounting Officer

February 24, 2009*David
    G. Bannister

Director

February 24, 2009*Ronald
    W. Drucker

Director

February 24, 2009*William
    S. Elston

Director

February 24, 2009*Michael
    A. Henning

Director

February 24, 2009*Diana
    M. Murphy

Director

February 24, 2009By:

/s/  Michael
    K. KnellerMichael
    K. KnellerAttorney In Fact*  65