##### 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 31, 2005oro

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(Address of principal
    executive offices)

32224(Zip
    Code)   (904) 398-9400
 (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities Registered Pursuant to Section 12(g) of the
    Act:
 Common Stock, $0.01 Par Value
 (Title of Class)
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated filer  þ
    Accelerated
    filer  o
    Non-accelerated
    filer  o  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K
  Part
    of 10-KDocument

into Which
    IncorporatedProxy Statement relating to
    Landstar System, Inc.s Annual Meeting of Stockholders to
    be held on May 4, 2006


Part III




---



##### 



LANDSTAR
    SYSTEM, INC.
    2005 ANNUAL REPORT ON
    FORM 10-K
    TABLE OF CONTENTS
  
  PagePART IItem 1.

Business


3Item 1A.

Risk Factors


10Item 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


15Item 6.

Selected Financial
    Data


17Item 7.

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


17Item 7A.

Quantitative and
    Qualitative Disclosures About Market Risk


29Item 8.

Financial
    Statements and Supplementary Data


30Item 9.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


56Item 9A.

Controls and
    Procedures


56Item 9B.

Other
    Information


59PART IIIItem 10.

Directors and
    Executive Officers of the Registrant


59Item 11.

Executive
    Compensation


59Item 12.

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


59Item 13.

Certain
    Relationships and Related Transactions


60Item 14.

Principal
    Accounting Fees and Services


60PART IVItem 15.

Exhibits, Financial
    Statement Schedules


60Signatures


64Restated Certificate of IncorporationForm of Key Executive Employment Protective Agrmt.Form of Key Executive Employment AgreementAmendment to Key Executive Employment AgreementForm of Amendment to Key Executive Protection AgrmtList of SubsidiariesConsent of KPMG LLPPowers of AttorneySection 302 CEO CertificationSection 302 CFO CertificationSection 906 CEO CertificationSection 906 CFO Certification   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
  Historical
    Background
      two-for-one
  two-for-one
  two-for-one
  Description
    of Business
   3




---



##### Table of Contents



less-than-truckload
    Form 10-K.
  short-to-long
   4




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##### Table of Contents



Factors
    Significant to the Companys Operations
    Agent
    Network
  pick-up
 5




---



##### Table of Contents



Capacity
    BCO Independent Contractors. his/her
 6




---



##### Table of Contents



Truck Brokerage Carriers.
      Third Party Rail, Air, Ocean and Other
    Capacity.
  Diversity
    of Services Offered
   7




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##### Table of Contents



Trailers by TypeVans


9,755Temperature-controlled


108Flatbeds, including step decks,
    drop decks and low boys


3,566Total


13,429   Customers
         8




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##### Table of Contents



Technology
      Corporate
    Services
    accounting,
    budgeting and taxes

quality programsfinance

risk management insurance serviceshuman
    resource management

safetylegal

strategic planningpurchasing

technology and management
    information systems   Competition
  less-than-truckload
    Self-Insured
    Claims
   9




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##### Table of Contents



Insurance
    Above Self-Insured Retention
    Regulation
    and/or
    Seasonality
    Employees
   Item 1A.  Risk
    Factors  Increased severity or frequency of accidents and other
    claims.
 10




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##### Table of Contents



Dependence on third party insurance
    companies.
  Dependence on independent commission sales
    agents.
  Dependence on third party capacity
    providers.
  Change in capacity mix.
 11




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##### Table of Contents



and/or
  Expiration of contract with the United States Department of
    Transportation/Federal Aviation
    Administration.
      Decreased demand for transportation
    services.
  Substantial industry competition. less-than-truckload
 12




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##### Table of Contents



Dependence on key personnel.
  Disruptions or failures in the Companys computer
    systems.
  Potential changes in fuel taxes.
  Status of independent contractors.
    Regulatory and legislative changes. and/or
 13




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##### Table of Contents



Catastrophic loss of a Company facility. .
   Item 1B.  Unresolved
    Staff Comments    Item 2.
    Properties      Item 3.
    Legal
    Proceedings  class-certification
 14




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  two-for-one
  2005 Market Price


2004 Market PriceFiscal Period

High


Low


High


LowFirst Quarter

$
39.250


$
29.250


$
20.870


$
17.000Second Quarter


35.850



26.750



26.110



20.260Third Quarter


40.420



27.450



28.590



23.140Fourth Quarter


44.500



36.100



37.495



27.125    15




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##### Table of Contents



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


2,794,652


$
19.07



4,677,160Equity Compensation Plans Not
    Approved by Security Holders


0



0



0    16




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##### Table of Contents



Item 6.
    Selected
    Financial Data  LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
   SELECTED CONSOLIDATED FINANCIAL DATA
  Fiscal YearsIncome Statement Data:

2005


2004


2003


2002


2001(Dollars in thousands, except
    per share amounts)Revenue

$
2,517,828


$
2,019,936


$
1,596,571


$
1,506,555


$
1,392,771Investment income


2,695



1,346



1,220



1,950



3,567Costs and expenses:Purchased transportation


1,880,431



1,510,963



1,185,043



1,116,009



1,030,454Commissions to agents


203,730



161,011



125,997



118,864



110,513Other operating costs


36,709



37,130



37,681



34,325



32,750Insurance and claims


50,166



60,339



45,690



42,188



32,930Selling, general and administrative


134,085



118,461



105,849



101,918



99,762Depreciation and amortization


15,920



13,959



12,736



11,520



13,543Total costs and expenses


2,321,041



1,901,863



1,512,996



1,424,824



1,319,952Operating income


199,482



119,419



84,795



83,681



76,386Interest and debt expense


4,744



3,025



3,240



4,292



6,802Income before income taxes


194,738



116,394



81,555



79,389



69,584Income taxes


74,782



44,522



30,855



30,168



26,790Net income

$
119,956


$
71,872


$
50,700


$
49,221


$
42,794Earnings per common share

$
2.03


$
1.19


$
0.82


$
0.76


$
0.64Diluted earnings per share

$
1.98


$
1.16


$
0.79


$
0.73


$
0.63Dividends paid per common share

$
0.05   Dec. 31,


Dec. 25,


Dec. 27,


Dec. 28,


Dec. 29,Balance Sheet Data:

2005


2004


2003


2002


2001Total assets

$
762,760


$
584,512


$
438,457


$
400,748


$
364,651Long-term debt, including current
    maturities


166,973



92,090



91,456



77,360



101,874Shareholders equity


252,635



212,839



142,515



149,093



117,440   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-Looking
    Statements
  Form 10-K
 17




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##### Table of Contents



Form 10-K
  Introduction
    short-to-long
        Changes
    in Financial Condition and Results of Operations
   18




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##### Table of Contents



Fiscal Year2005


2004


2003Number of Million Dollar Agents


466



427



396Average revenue generated per
    Million Dollar Agent

$
5,063,000


$
4,374,000


$
3,584,000Percent of consolidated revenue
    generated by Million Dollar Agents


94
%


92
%


89
%     Fiscal Year2005


2004


2003Carrier Segment:External revenue generated through
    (in thousands):BCO Independent Contractors

$
1,249,159


$
1,191,605


$
1,052,346Truck Brokerage Carriers


442,509



263,257



174,825$
1,691,668


$
1,454,862


$
1,227,171Revenue per revenue mile

$
1.92


$
1.79


$
1.72Revenue per load

$
1,542


$
1,391


$
1,219Average length of haul (miles)


804



779



707Number of loads


1,097,000



1,046,000



1,007,000Global Logistics Segment:External revenue generated through
    (in thousands):BCO Independent Contractors(1)

$
159,273


$
105,815


$
53,766Truck Brokerage Carriers


439,604



308,106



182,333Rail, Air, Ocean and Bus
    Carriers(2)


196,259



121,001



105,142$
795,136


$
534,922


$
341,241Revenue per load(3)

$
1,555


$
1,454


$
1,332Number of loads(3)


334,000



324,000



256,000     (1)
    
    Includes revenue from freight hauled by carrier segment BCO
    Independent Contractors for global logistics customers. 19




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##### Table of Contents



(2)
    
    Included in the 2005 fiscal year was $44,007,000 of revenue
    attributable to buses provided under a contract between Landstar
    Express America, Inc. and the United States Department of
    Transportation/Federal Aviation Administration (the
    FAA).(3)
    
    Number of loads and revenue per load for the 2005 and 2004
    fiscal years exclude the effect of $275,929,000 and $63,790,000,
    respectively, of revenue derived from disaster relief efforts
    provided primarily under a contract with the FAA as discussed
    further in the paragraphs that follow. (See the section
    Use of Non-GAAP Financial Measures on
    page 24.)    Dec. 31,


Dec. 25,


Dec. 27,2005


2004


2003BCO Independent Contractors


8,011



7,800



7,584Truck Brokerage Carriers:Approved and active(1)


14,014



11,077



9,296Other approved


8,497



7,144



6,24022,511



18,221



15,536Total available truck capacity
    providers


30,522



26,021



23,120Number of trucks provided by BCO
    Independent Contractors


8,728



8,677



8,573     (1)
    
    Active refers to Truck Brokerage Carriers who moved at least one
    load in the 180 days immediately preceding the fiscal year
    end.         20




---



##### Table of Contents



Fiscal Year2005


2004


2003Revenue


100.0
%


100.0
%


100.0
%Investment income


0.1



0.1



0.1Costs and expenses:Purchased transportation


74.7



74.8



74.2Commissions to agents


8.1



8.0



7.9Other operating costs


1.5



1.8



2.4Insurance and claims


2.0



3.0



2.9Selling, general and administrative


5.3



5.9



6.6Depreciation and amortization


0.6



0.7



0.8Total costs and expenses


92.2



94.2



94.8Operating income


7.9



5.9



5.3Interest and debt expense


0.2



0.1



0.2Income before income taxes


7.7



5.8



5.1Income taxes


2.9



2.2



1.9Net income


4.8
%


3.6
%


3.2
%   Fiscal
    Year Ended December 31, 2005 Compared to Fiscal Year Ended
    December 25, 2004
   21




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##### Table of Contents



22




---



##### Table of Contents



Fiscal
    Year Ended December 25, 2004 Compared to Fiscal Year Ended
    December 27, 2003
       23




---



##### Table of Contents



Use of
    Non-GAAP Financial Measures
  Form 10-K, Form 10-K,
   24




---



##### Table of Contents



Capital
    Resources and Liquidity
             25




---



##### 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

$
120,000










$
120,000Capital lease obligations


51,560


$
14,005


$
23,987



13,568Operating leases


34,761



7,691



13,719



5,379


$
7,972$
206,321


$
21,696


$
37,706


$
138,947


$
7,972    26




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##### Table of Contents



Off-Balance
    Sheet Arrangements
    Legal
    Matters
  class-certification
        Critical
    Accounting Policies and Estimates
   27




---



##### Table of Contents



Effects
    of Inflation
    Seasonality
    Recently
    Issued Accounting Standards Not Currently Effective
       28




---



##### Table of Contents



Item 7a.
    Quantitative
    and Qualitative Disclosures about Market Risk      1 2
    available-for-sale,
 29




---



##### 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. 31,


Dec. 25,2005


2004ASSETSCurrent AssetsCash and cash equivalents

$
29,398


$
61,684Short-term investments


20,693



21,942Trade accounts receivable, less
    allowance of $4,655 and $4,021


534,274



338,774Other receivables, including
    advances to independent contractors, less allowance of $4,342
    and $4,245


11,384



13,929Deferred income taxes and other
    current assets


18,052



13,503Total current assets


613,801



449,832Operating property, less
    accumulated depreciation and amortization of $68,561 and $65,315


89,131



76,834Goodwill


31,134



31,134Other assets


28,694



26,712Total assets

$
762,760


$
584,512LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent LiabilitiesCash overdraft

$
29,829


$
23,547Accounts payable


164,509



120,197Current maturities of long-term
    debt


12,122



8,797Insurance claims


27,887



32,612Accrued compensation


20,299



14,609Other current liabilities


44,850



40,317Total current liabilities


299,496



240,079Long-term debt, excluding current
    maturities


154,851



83,293Insurance claims


37,840



32,430Deferred income taxes


17,938



15,871Shareholders EquityCommon stock, $0.01 par
    value, authorized 160,000,000 and 80,000,000 shares, issued
    64,151,902 and 63,154,190 shares


642



632Additional paid-in capital


61,057



43,845Retained earnings


412,970



295,936Cost of 5,344,883 and
    2,490,930 shares of common stock in treasury


(221,776
)


(127,151
)Accumulated other comprehensive
    income (loss)


(211
)


47Notes receivable arising from
    exercises of stock options


(47
)


(470
)Total shareholders equity


252,635



212,839Total liabilities and
    shareholders equity

$
762,760


$
584,512    30




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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. 31,


Dec. 25,


Dec. 27,2005


2004


2003Revenue

$
2,517,828


$
2,019,936


$
1,596,571Investment income


2,695



1,346



1,220Costs and expenses:Purchased transportation


1,880,431



1,510,963



1,185,043Commissions to agents


203,730



161,011



125,997Other operating costs


36,709



37,130



37,681Insurance and claims


50,166



60,339



45,690Selling, general and administrative


134,085



118,461



105,849Depreciation and amortization


15,920



13,959



12,736Total costs and expenses


2,321,041



1,901,863



1,512,996Operating income


199,482



119,419



84,795Interest and debt expense


4,744



3,025



3,240Income before income taxes


194,738



116,394



81,555Income taxes


74,782



44,522



30,855Net income

$
119,956


$
71,872


$
50,700Earnings per common share

$
2.03


$
1.19


$
0.82Diluted earnings per share

$
1.98


$
1.16


$
0.79Average number of shares
    outstanding:Earnings per common share


59,199,000



60,154,000



61,458,000Diluted earnings per share


60,492,000



61,800,000



63,840,000Dividends paid per common share

$
0.05    31




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 (Dollars in thousands)
  Fiscal Years EndedDec. 31,


Dec. 25,


Dec. 27,2005


2004


2003OPERATING ACTIVITIESNet income

$
119,956


$
71,872


$
50,700Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization of
    operating property


15,920



13,959



12,736Non-cash interest charges


174



348



272Provisions for losses on trade and
    other accounts receivable


5,939



6,250



5,094(Gains) losses on sales and
    disposals of operating property


(340
)


215



344Director compensation paid in
    common stock


193



402



85Deferred income taxes, net


(1,255
)


3,967



(2,899
)Tax benefit on stock option
    exercises


8,174



9,035



5,110Changes in operating assets and
    liabilities:Increase in trade and other
    accounts receivable


(198,894
)


(126,718
)


(34,637
)Decrease (increase) in other assets


686



677



(3,335
)Increase in accounts payable


44,312



48,484



11,416Increase in other liabilities


10,979



9,786



4,630Increase in insurance claims


685



11,467



3,880NET CASH PROVIDED BY OPERATING
    ACTIVITIES


6,529



49,744



53,396INVESTING ACTIVITIESNet change in other short-term
    investments


(1,747
)


8,461



(27,354
)Sales and maturities of investments


4,977



4,006



4,219Purchases of long-term investments


(6,450
)


(12,606
)


(4,542
)Purchases of operating property


(3,857
)


(6,377
)


(5,557
)Proceeds from sales of operating
    property


4,492



971



1,612NET CASH USED BY INVESTING
    ACTIVITIES


(2,585
)


(5,545
)


(31,622
)FINANCING ACTIVITIESIncrease in cash overdraft


6,282



3,024



3,978Proceeds from repayment of notes
    receivable arising from exercises of stock options


423



115



605Dividends paid


(2,922
)Proceeds from exercises of stock
    options


9,216



16,036



10,584Borrowings on revolving credit
    facility


57,000



71,000



38,000Purchases of common stock


(95,600
)


(27,001
)


(73,844
)Principal payments on long-term
    debt and capital lease obligations


(10,629
)


(88,329
)


(23,904
)NET CASH USED BY FINANCING
    ACTIVITIES


(36,230
)


(25,155
)


(44,581
)Increase (decrease) in cash and
    cash equivalents


(32,286
)


19,044



(22,807
)Cash and cash equivalents at
    beginning of period


61,684



42,640



65,447Cash and cash equivalents at end of
    period

$
29,398


$
61,684


$
42,640    32




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARYCONSOLIDATED STATEMENT OF CHANGES IN
    SHAREHOLDERS EQUITY 
    For the Fiscal Years Ended December 31, 2005,
    December 25, 2004 and December 27, 2003
    (Dollars in thousands)
  NotesReceivableArisingAccumulated


fromAddl











Other


ExercisesCommon Stock


Paid-In


Retained


Treasury Stock at Cost


Comprehensive


of StockShares


Amount


Capital


Earnings


Shares


Amount


Income (Loss)


Options


TotalBalance December 28, 2002


16,337,506


$
163


$
2,609


$
173,817



554,879


$
(26,306
)





$
(1,190
)

$
149,093Net income














50,700



















50,700Purchases of common stock


















1,255,051



(73,844
)










(73,844
)Exercises of stock options and
    related income tax benefit


564,021



6



15,688























15,694Director compensation paid in
    common stock


1,500







85























85Repayment of notes receivable
    arising from exercises of stock options






























605



605Unrealized gain on
    available-for-sale
    investments, net of income taxes

























$
182







182Stock split effected in the form of
    a 100% stock dividend


14,913,833



149







(149
)


















Balance December 27, 2003


31,816,860



318



18,382



224,368



1,809,930



(100,150
)


182



(585
)


142,515Net income














71,872



















71,872Purchases of common stock


















681,000



(27,001
)










(27,001
)Exercises of stock options and
    related income tax benefit


996,700



10



25,061























25,071Director compensation paid in
    common stock


9,000







402























402Repayment of notes receivable
    arising from exercises of stock options






























115



115Unrealized loss on
    available-for-sale
    investments, net of income taxes


























(135
)






(135
)Stock split effected in the form of
    a 100% stock dividend


30,331,630



304







(304
)


















Balance December 25, 2004


63,154,190



632



43,845



295,936



2,490,930



(127,151
)


47



(470
)


212,839Net income














119,956



















119,956Dividends paid














(2,922
)


















(2,922
)Purchases of common stock


















2,873,053



(95,600
)










(95,600
)Exercises of stock options and
    related income tax benefit


991,712



10



17,380























17,390Director compensation paid in
    common stock


6,000







193























193Repayment of notes receivable
    arising from exercises of stock options






























423



423Incentive compensation paid in
    common stock










(361
)






(19,100
)


975











614Unrealized loss on
    available-for-sale
    investments, net of income taxes


























(258
)






(258
)Balance December 31, 2005


64,151,902


$
642


$
61,057


$
412,970



5,344,883


$
(221,776
)

$
(211
)

$
(47
)

$
252,635    33




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##### 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,
 34




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Operating
    Property
    Income
    Taxes
    Stock-Based
    Compensation  Stock Options
    Fiscal Year2005


2004


2003Net income, as reported

$
119,956


$
71,872


$
50,700Deduct:Total stock-based employee
    compensation expense determined under the fair value based
    method for all awards, net of related income tax benefits


(4,358
)


(3,607
)


(3,522
)Pro forma net income

$
115,598


$
68,265


$
47,178Earnings per common share:As reported

$
2.03


$
1.19


$
0.82Pro forma

$
1.95


$
1.13


$
0.77Diluted earnings per share:As reported

$
1.98


$
1.16


$
0.79Pro forma

$
1.92


$
1.11


$
0.75  35




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Earnings
    Per Share
      Fiscal Year2005


2004


2003Average number of common shares
    outstanding


59,199



60,154



61,458Incremental shares from assumed
    exercises of stock options


1,293



1,646



2,382Average number of common shares
    and common share equivalents outstanding


60,492



61,800



63,840     (2)
    Stock
    Splits and Dividends  two-for-one
  two-for-one
   36




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (3)
    Litigation
    Settlement Agreement    (4)
    Comprehensive
    Income    Fiscal Year2005


2004


2003Net income

$
119,956


$
71,872


$
50,700Unrealized holding gains (losses)
    on
    available-for-sale
    investments, net of income taxes


(258
)


(135
)


182Comprehensive income

$
119,698


$
71,737


$
50,882   available-for-sale mark-to-market available-for-sale mark-to-market available-for-sale mark-to-market
 37




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (5)
    Income
    Taxes    Fiscal Year2005


2004


2003Current:Federal

$
66,787


$
37,233


$
25,217State


9,250



3,322



8,53776,037



40,555



33,754Deferred:Federal


(1,443
)


3,400



3,063State


188



567



(5,962
)(1,255
)


3,967



(2,899
)Income taxes

$
74,782


$
44,522


$
30,855     Dec. 31,


Dec. 25,2005


2004Deferred tax assets:Receivable valuations

$
3,702


$
3,538State net operating loss
    carryforwards


633



1,282Self-insured claims


4,365



4,045Other


5,165



4,12513,865



12,990Valuation allowance






(420
)$
13,865


$
12,570Deferred tax liabilities:Operating property

$
16,384


$
16,913Goodwill


4,459



3,890$
20,843


$
20,803Net deferred tax liability

$
6,978


$
8,233    38




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Fiscal Year2005


2004


2003Income taxes at federal income tax
    rate

$
68,158


$
40,738


$
28,544State income taxes, net of federal
    income tax benefit


6,135



2,528



1,674Meals and entertainment exclusion


229



789



500Other, net


260



467



137Income taxes

$
74,782


$
44,522


$
30,855     (6)
    Operating
    Property    Dec. 31,


Dec. 25,2005


2004Land

$
1,921


$
1,999Leasehold improvements


8,926



8,730Buildings and improvement


8,117



8,221Trailing equipment


110,226



93,739Other equipment


28,502



29,460157,692



142,149Less accumulated depreciation and
    amortization


68,561



65,315$
89,131


$
76,834     (7)
    Retirement
    Plan     39




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (8)
    Debt    Dec. 31,


Dec. 25,2005


2004Capital leases

$
46,973


$
29,090Revolving credit facility


120,000



63,000166,973



92,090Less current maturities


12,122



8,797Total long-term debt

$
154,851


$
83,293            40




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         (9)
    Leases    Capital


OperatingLeases


Leases2006

$
14,005


$
7,6912007


13,558



7,0922008


10,429



6,6272009


9,497



3,2772010


4,071



2,102Thereafter






7,97251,560


$
34,761Less amount representing interest
    (3.6% to 5.3%)


4,587Present value of minimum lease
    payments

$
46,973     (10)
    Stock
    Compensation Plans     41




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##### 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 28, 2002


5,494,080


$
7.07



1,861,752


$
5.29Granted


985,200


$
14.06Exercised


(1,897,556
)

$
5.58Forfeited


(22,400
)

$
10.72Options at December 27, 2003


4,559,324


$
9.18



1,328,204


$
7.11Granted


660,000


$
20.59Exercised


(1,993,400
)

$
8.04Forfeited


(110,160
)

$
9.85Options at December 25, 2004


3,115,764


$
12.31



664,324


$
8.56Granted


683,000


$
35.77Exercised


(991,712
)

$
9.29Forfeited


(12,400
)

$
22.31Options at December 31, 2005


2,794,652


$
19.07



855,816


$
10.37     Options OutstandingNumberOutstanding


Weighted Average


Weighted AverageDec. 31,


Remaining Contractual


Exercise PriceRange of Exercise Prices per
    Share

2005


Life (Years)


per Share$ 3.99 - $ 6.00


113,176



2.5


$
4.14$ 6.01 - $ 9.00


643,600



5.2


$
8.12$ 9.01 - $13.50


299,860



6.9


$
13.08$13.51 - $20.00


913,016



7.6


$
17.06$20.01 - $30.00


148,000



8.5


$
26.02$30.01 - $37.31


677,000



9.0


$
35.802,794,652



7.2


$
19.07   42




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##### Table of Contents



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


Weighted AverageDec. 31,


Exercise PriceRange of Exercise Prices per
    Share

2005


per Share$ 3.99 - $ 6.00


113,176


$
4.14$ 6.01 - $ 9.00


416,880


$
8.03$ 9.01 - $13.50


78,340


$
12.98$13.51 - $19.03


247,420


$
16.33855,816


$
10.37     (11)
    Shareholders
    Equity            (12)
    Segment
    Information  short-to-long
 43




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         44




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##### Table of Contents



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


Logistics


Insurance


Other


Total2005External revenue

$
1,691,668


$
795,136


$
31,024






$
2,517,828Internal revenue


95,872



2,222



31,036







129,130Investment income










2,695







2,695Interest and debt expense













$
4,744



4,744Depreciation and amortization


11,262



309







4,349



15,920Operating income


171,236



60,856



19,374



(51,984
)


199,482Expenditures on long-lived assets


798



20







3,039



3,857Goodwill


20,496



10,638











31,134Capital lease additions


28,512















28,512Total assets


360,083



304,727



58,379



39,571



762,7602004External revenue

$
1,454,862


$
534,922


$
30,152






$
2,019,936Internal revenue


48,673



4,967



30,538







84,178Investment income










1,346







1,346Interest and debt expense













$
3,025



3,025Depreciation and amortization


9,473



270







4,216



13,959Operating income


128,400



26,211



12,456



(47,648
)


119,419Expenditures on long-lived assets


730



206







5,441



6,377Goodwill


20,496



10,638











31,134Capital lease additions


17,963















17,963Total assets


317,466



136,311



91,183



39,552



584,5122003External revenue

$
1,227,171


$
341,241


$
28,159






$
1,596,571Internal revenue


20,852



4,300



32,442







57,594Investment income










1,220







1,220Interest and debt expense













$
3,240



3,240Depreciation and amortization


8,728



272







3,736



12,736Operating income


94,303



6,403



21,227



(37,138
)


84,795Expenditures on long-lived assets


2,652



712







2,193



5,557Goodwill


20,496



10,638











31,134Total assets


254,606



70,607



64,363



48,881



438,457  45




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (13)
    Significant
    Concentrations of Credit    (14)
    Commitments
    and Contingencies    class-certification
       46




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                  47




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##### 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


Quarter2005


2005


2005


2005Revenue

$
800,442


$
676,070


$
539,104


$
502,212Operating income

$
71,295


$
59,037


$
39,191


$
29,959Income before income taxes

$
69,745


$
57,832


$
38,139


$
29,022Income taxes


26,785



22,207



14,646



11,144Net income

$
42,960


$
35,625


$
23,493


$
17,878Earnings per common share(1)

$
0.73


$
0.61


$
0.40


$
0.30Diluted earnings per share(1)

$
0.72


$
0.60


$
0.39


$
0.29Dividends paid per common share

$
0.025


$
0.025   Fourth


Third


Second


FirstQuarter


Quarter


Quarter


Quarter2004


2004


2004


2004Revenue

$
589,724


$
526,883


$
482,303


$
421,026Operating income

$
40,596


$
35,666


$
29,268


$
13,889Income before income taxes

$
39,784


$
35,004


$
28,485


$
13,121Income taxes


15,218



13,390



10,895



5,019Net income

$
24,566


$
21,614


$
17,590


$
8,102Earnings per common share(1)

$
0.41


$
0.36


$
0.29


$
0.14Diluted earnings per share(1)

$
0.40


$
0.35


$
0.29


$
0.13Dividends paid per common share     (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
    add to the earnings per share amounts for the full year. 48




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              49




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##### 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. 31,


Dec. 25,2005


2004ASSETSInvestment in Landstar System
    Holdings, Inc., net of advances

$
252,635


$
212,839Total assets

$
252,635


$
212,839LIABILITIES AND
    SHAREHOLDERS EQUITYShareholders equity:Common stock, $.01 par value,
    authorized 160,000,000 and 80,000,000 shares, issued
    64,151,902 and 63,154,190

$
642


$
632Additional paid-in capital


61,057



43,845Retained earnings


412,970



295,936Cost of 5,344,883 and
    2,490,930 shares of common stock in treasury


(221,776
)


(127,151
)Accumulated other comprehensive
    income (loss)


(211
)


47Notes receivable arising from
    exercises of stock options


(47
)


(470
)Total shareholders equity


252,635



212,839Total liabilities and
    shareholders equity

$
252,635


$
212,839  50




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##### 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. 31,


Dec. 25,


Dec. 27,2005


2004


2003Equity in undistributed earnings
    of Landstar System Holdings, Inc

$
119,378


$
71,968


$
50,773Income taxes


(578
)


96



73Net income

$
119,956


$
71,872


$
50,700Earnings per common share

$
2.03


$
1.19


$
0.82Diluted earnings per share

$
1.98


$
1.16


$
0.79Dividends paid per common share

$
0.05Average number of shares
    outstanding:Earnings per common share


59,199,000



60,154,000



61,458,000Diluted earnings per share


60,492,000



61,800,000



63,840,000  51




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##### 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. 31,


Dec. 25,


Dec. 27,2005


2004


2003Operating ActivitiesNet income

$
119,956


$
71,872


$
50,700Adjustments to reconcile net
    income to net cash provided by operating activities:Tax benefit on stock option
    exercises


8,174



9,035



5,110Equity in undistributed earnings
    of Landstar System Holdings, Inc.


(119,378
)


(71,968
)


(50,773
)Net Cash Provided By Operating
    Activities


8,752



8,939



5,037Investing ActivitiesAdditional investments in and
    advances from Landstar System Holdings, Inc., net


80,131



1,911



57,618Net Cash Provided By Investing
    Activities


80,131



1,911



57,618Financing ActivitiesProceeds from repayment of notes
    arising from exercises of stock options


423



115



605Proceeds from exercises of stock
    options


9,216



16,036



10,584Dividends Paid


(2,922
)Purchases of common stock


(95,600
)


(27,001
)


(73,844
)Net Cash Used By Financing
    Activities


(88,883
)


(10,850
)


(62,655
)Change in cash


0



0



0Cash at beginning of period


0



0



0Cash at end of period

$
0


$
0


$
0  52




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  SCHEDULE II  VALUATION AND
    QUALIFYING ACCOUNTS
 For the Fiscal Year Ended December 31, 2005
 (Dollars in thousands)
  Col CAdditionsCol B





Charged to





Col EBalance at


Charged to


Other


Col D


Balance atBeginning of


Costs and


Accounts


Deductions


End ofCol A

Period


Expenses


Describe


Describe(A)


PeriodDescriptionAllowance for doubtful accounts:Deducted from trade receivables

$
4,021


$
3,399






$
(2,765
)

$
4,655Deducted from other receivables


4,245



2,521







(2,424
)


4,342Deducted from other non-current
    receivables


263



19











282$
8,529


$
5,939






$
(5,189
)

$
9,279     (A)
    
    Write-offs, net of recoveries. 53




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##### Table of Contents



SCHEDULE II  VALUATION
    AND QUALIFYING ACCOUNTS

For the Fiscal Year Ended December 25, 2004

(Dollars in thousands) Col CAdditionsCol B





Charged to





Col EBalance at


Charged to


Other


Col D


Balance atBeginning of


Costs and


Accounts


Deductions


End ofCol A

Period


Expenses


Describe


Describe(A)


PeriodDescriptionAllowance for doubtful accounts:Deducted from trade receivables

$
3,410


$
2,883






$
(2,272
)

$
4,021Deducted from other receivables


4,077



3,348







(3,180
)


4,245Deducted from other non-current
    receivables


244



19











263$
7,731


$
6,250






$
(5,452
)

$
8,529     (A)
    
    Write-offs, net of recoveries. 54




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##### Table of Contents



LANDSTAR
    SYSTEM, INC. AND SUBSIDIARY
  SCHEDULE II  VALUATION AND
    QUALIFYING ACCOUNTS
 For the Fiscal Year Ended December 27, 2003
 (Dollars in thousands)
  Col CAdditionsCol B





Charged to





Col EBalance at


Charged to


Other


Col D


Balance atBeginning


Costs and


Accounts


Deductions


End ofCol A

of Period


Expenses


Describe


Describe(A)


PeriodDescriptionAllowance for doubtful accounts:Deducted from trade receivables

$
3,953


$
2,401






$
(2,944
)

$
3,410Deducted from other receivables


5,331



2,674







(3,928
)


4,077Deducted from other non-current
    receivables


230



19







(5
)


244$
9,514


$
5,094






$
(6,877
)

$
7,731     (A)
    
    Write-offs, net of recoveries. 55




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedure
  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)
     56




---



##### Table of Contents



Form 10-K
 57




---



##### Table of Contents



(b)  Attestation
    Report of the Registered Public Accounting Firm
  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
                   58




---



##### Table of Contents



(c)  Changes
    in Internal Control Over Financial Reporting
   Item 9b.  Other
    Information    PART III  Item 10.
    Directors
    and Executive Officers of the Registrant    www.landstar.com Form 8-K
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Regulation S-K
  Regulation S-K
 59




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##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions    Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements and Supplementary Data
  PageConsolidated
    Balance Sheets


30Consolidated
    Statements of Income


31Consolidated
    Statements of Cash Flows


32Consolidated
    Statement of Changes in Shareholders Equity


33Notes to
    Consolidated Financial Statements


34Report of
    Independent Registered Public Accounting Firm


47   Financial Statement Schedules
  Form 10-K.
  ScheduleNumber

Description

PageI


Condensed Financial
    Information of Registrant Parent Company Only Balance Sheet
    Information


50I


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


51I


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


52II


Valuation and
    Qualifying Accounts For the Fiscal Year Ended
    December 31, 2005


53II


Valuation and
    Qualifying Accounts For the Fiscal Year Ended
    December 25, 2004


54II


Valuation and
    Qualifying Accounts For the Fiscal Year Ended
    December 27, 2003


55     Exhibits
  ExhibitNo.

Description(2)


Plan of acquisition,
    reorganization, arrangement, liquidation or succession2
.1

Asset Purchase Agreement by and
    between Landstar Poole, Inc. as the seller, and Landstar System,
    Inc., as the guarantor, and Schneider National, Inc., as the
    purchaser, dated as of July 15, 1998. (Incorporated by
    reference to Exhibit 2.1 to the Registrants Quarterly
    Report on
    Form 10-K
    for the quarter ended June 27, 1998 (Commission File
    No. 0-21238)) 60




---



##### Table of Contents



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, 19933
.2

The Companys Bylaws, as
    amended and restated on February 9, 1993. (Incorporated by
    reference to Exhibit 3 to the Registrants
    Registration Statement on
    Form S-1
    (Registration
    No. 33-57174))(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

Fourth Amended and Restated Credit
    Agreement, dated July 8, 2004, among LSHI, Landstar, the
    lenders named therein and JPMorgan Chase Bank 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 12, 2004 (Commission File
    No. 0-21238))(10)


Material contracts:10
.1

Landstar System, Inc. Executive
    Incentive Compensation Plan (Incorporated by reference to
    Exhibit B to the Registrants Definitive Proxy
    Statement filed on March 22, 2002 (Commission File
    No. 0-21238))10
.2

LSHI Management Incentive
    Compensation Plan. (Incorporated by reference to
    Exhibit 10.8 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 25, 1993. (Commission
    File No.
    0-21238))10
.3

Landstar System, Inc. 1993 Stock
    Option Plan. (Incorporated by reference to Exhibit 10.1 to
    the Registrants Registration Statement on
    Form S-1.
    (Registration
    No. 33-67666))10
.4

Amendment to the Landstar System,
    Inc. 1993 Stock Option Plan (Incorporated by reference to
    Exhibit 10.10 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 27, 1997 (Commission
    File
    No. 0-21238))10
.5

Landstar System, Inc. 2002
    Employee Stock Option Plan (Incorporated by reference to
    Exhibit A to the Registrants Definitive Proxy
    Statement filed on March 22, 2002 (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))10
.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 certain
    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 No.
    0-21238))10
.11

Form of Key Executive Employment
    Protection Agreement dated January  30, 1998 between
    Landstar System, Inc. and each of Henry H. Gerkens, Robert C.
    LaRose, Jeffrey Pundt and Ronald G. Stanley (Incorporated by
    reference to Exhibit 10.9 to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended December 27, 1997 (Commission
    File No.
    0-21238)) 61




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##### Table of Contents



ExhibitNo.

Description10
.12*

Form of Key Executive Employment
    Protection Agreement between Landstar System, Inc. and each of
    James B. Gattoni and Joseph J. Beacom10
.13*

Key Executive Employment Agreement
    dated June 27, 2005 between Landstar System, Inc. and
    Michael K. Kneller10
.14

Amendment to Key Executive
    Employment Protection Agreement, dated August 7, 2002,
    between Landstar System, Inc. and Henry H. Gerkens (Incorporated
    by reference to Exhibit 10.7 to the Registrants
    Annual Report on
    Form 10-K
    for the fiscal year ended December 28, 2002 (Commission
    File
    No. 0-21238))10
.15

Amendment to Key Executive
    Employment Protection Agreement, dated August 7, 2002,
    between Landstar System, Inc. and Robert C. LaRose (Incorporated
    by reference to Exhibit 10.8 to the Registrants
    Annual Report on
    Form 10-K
    for the fiscal year ended December 28, 2002 (Commission
    File
    No. 0-21238))10
.16*

Amendment to Key Executive
    Employment Protection Agreement, dated August 7, 2002,
    between Landstar System, Inc. and Jeffrey L. Pundt10
.17

Amendment to Key Executive
    Employment Protection Agreement, dated August 7, 2002,
    between Landstar System, Inc. and Ronald G. Stanley
    (Incorporated by reference to Exhibit 10.19 to the
    Registrants Annual Report on Form 10-K for the fiscal year
    ended December 25, 2004 (Commission File
    No. 0-21238))10
.18*

Form of Amendment to Key Executive
    Employment Protection Agreement, dated August 7, 2002,
    between Landstar System, Inc. and each of James B. Gattoni and
    Joseph J. Beacom10
.19

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
.20

Letter agreement, dated
    April 27, 2004, between Landstar System, Inc. and Henry H.
    Gerkens (Incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed on April 28, 2004 (Commission File
    No. 0-21238))10
.21

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
    No. 0-21238))10
.22

Solicitation, Offer and Award
    Agreement, dated October 1, 2002, as amended
    January 31, 2003, January 1, 2004, January 10,
    2005 and September 12, 2005, between the United States
    Department of Transportation/Federal Aviation Administration and
    Landstar Express America, Inc. (Incorporated by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 24, 2005.)
    (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 62




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##### Table of Contents



ExhibitNo.

Description(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.   63




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##### Table of Contents



SIGNATURES      By:
    /s/  Henry
    H. Gerkens    President and Chief Executive Officer
  By:
    /s/  Robert
    C. Larose    Executive Vice President and
    Chief Financial Officer
      Signature

Title

Date*Jeffrey
    C. Crowe

Chairman of the Board

March 9, 2006/s/  Henry
    H. GerkensHenry
    H. Gerkens

Director, President and Chief
    Executive Officer; Principal Executive Officer

March 9, 2006/s/  Robert
    C. LaRoseRobert
    C. LaRose

Executive Vice President and Chief
    Financial Officer; Principal Accounting Officer

March 9, 2006*David
    G. Bannister

Director

March 9, 2006*Ronald
    W. Drucker

Director

March 9, 2006*Merritt
    J. Mott

Director

March 9, 2006*William
    S. Elston

Director

March 9, 2006*Diana
    M. Murphy

Director

March 9, 2006By:

/s/  MICHAEL
    K. KNELLERMichael
    K. KnellerAttorney In Fact*  64