##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
  FORM 10-Q
 (Mark One)x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 June 27, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 0-21238
 
 LANDSTAR SYSTEM, INC.
  Delaware
(State or other jurisdiction 
of incorporation or organization)
    
    06-1313069
(I.R.S. Employer
Identification No.)
 13410 Sutton Park Drive South, Jacksonville, Florida   32224   (904) 398-9400   N/A
  þ o
  o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o (Do not check if a smaller reporting company)Smaller reporting company o
  o þ




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##### 



PART I Financial InformationItem 1.
    
    Financial StatementsConsolidated Balance Sheets as of June 27, 2009 and December 27, 2008
    
    Page 3Consolidated Statements of Income for the Twenty Six and Thirteen Weeks Ended June 27, 2009 and June 28, 2008
    
    Page 4Consolidated Statements of Cash Flows for the Twenty Six Weeks Ended June 27, 2009 and June 28, 2008
    
    Page 5Consolidated Statement of Changes in Shareholders Equity for the Twenty Six Weeks Ended June 27, 2009
    
    Page 6Notes to Consolidated Financial Statements
    
    Page 7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    Page 11Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    Page 19Item 4.
    
    Controls and Procedures
    
    Page 20PART II Other InformationItem 1.
    
    Legal Proceedings
    
    Page 20Item 1A.
    
    Risk Factors
    
    Page 21Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    Page 22Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    Page 22Item 6.
    
    Exhibits
    
    Page 23Signatures
    
    
    
    Page 25EX-31.1EX-31.2EX-32.1EX-32.2
   
 
 PART I 
 
    2




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##### Table of Contents



June 27,
    
    
    Dec. 27,2009
    
    
    2008ASSETSCurrent AssetsCash and cash equivalents
    
    $
    92,091
    
    
    $
    98,904Short-term investments
    
    
    23,791
    
    
    
    23,479Trade accounts receivable, less allowance of $7,092 and $6,230
    
    
    237,516
    
    
    
    315,065Other receivables, including advances to independent contractors, less allowance
of $5,344 and $4,298
    
    
    12,639
    
    
    
    10,083Deferred income taxes and other current assets
    
    
    28,128
    
    
    
    27,871Total current assets
    
    
    394,165
    
    
    
    475,402Operating property, less accumulated depreciation and amortization of $115,023
and $106,635
    
    
    124,513
    
    
    
    124,178Goodwill
    
    
    31,134
    
    
    
    31,134Other assets
    
    
    33,512
    
    
    
    32,816Total assets
    
    $
    583,324
    
    
    $
    663,530LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesCash overdraft
    
    $
    20,471
    
    
    $
    32,065Accounts payable
    
    
    91,858
    
    
    
    105,882Current maturities of long-term debt
    
    
    25,881
    
    
    
    24,693Insurance claims
    
    
    27,410
    
    
    
    23,545Accrued income taxes
    
    
    11,948
    
    
    
    12,239Other current liabilities
    
    
    34,435
    
    
    
    38,161Total current liabilities
    
    
    212,003
    
    
    
    236,585Long-term debt, excluding current maturities
    
    
    37,778
    
    
    
    111,752Insurance claims
    
    
    34,459
    
    
    
    38,278Deferred income taxes
    
    
    27,825
    
    
    
    23,779Shareholders EquityCommon stock, $0.01 par value, authorized 160,000,000 shares, issued 66,181,267
and 66,109,547 shares
    
    
    662
    
    
    
    661Additional paid-in capital
    
    
    158,543
    
    
    
    154,533Retained earnings
    
    
    731,959
    
    
    
    704,331Cost of 14,868,687 and 14,424,887 shares of common stock in treasury
    
    
    (619,609
    )
    
    
    (605,828
    )Accumulated other comprehensive loss
    
    
    (296
    )
    
    
    (561
    )Total shareholders equity
    
    
    271,259
    
    
    
    253,136Total liabilities and shareholders equity
    
    $
    583,324
    
    
    $
    663,530
  3




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Twenty Six Weeks Ended
    
    
    Thirteen Weeks EndedJune 27,
    
    
    June 28,
    
    
    June 27,
    
    
    June 28,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenue
    
    $
    960,411
    
    
    $
    1,306,479
    
    
    $
    491,164
    
    
    $
    697,651Investment income
    
    
    675
    
    
    
    1,869
    
    
    
    250
    
    
    
    773Costs and expenses:Purchased transportation
    
    
    717,891
    
    
    
    1,003,345
    
    
    
    366,567
    
    
    
    538,316Commissions to agents
    
    
    78,251
    
    
    
    99,590
    
    
    
    39,927
    
    
    
    52,776Other operating costs
    
    
    14,838
    
    
    
    13,940
    
    
    
    7,388
    
    
    
    7,356Insurance and claims
    
    
    18,799
    
    
    
    19,034
    
    
    
    9,797
    
    
    
    9,513Selling, general and administrative
    
    
    66,612
    
    
    
    70,958
    
    
    
    32,243
    
    
    
    35,101Depreciation and amortization
    
    
    11,201
    
    
    
    10,307
    
    
    
    5,716
    
    
    
    5,177Total costs and expenses
    
    
    907,592
    
    
    
    1,217,174
    
    
    
    461,638
    
    
    
    648,239Operating income
    
    
    53,494
    
    
    
    91,174
    
    
    
    29,776
    
    
    
    50,185Interest and debt expense
    
    
    2,136
    
    
    
    3,878
    
    
    
    973
    
    
    
    1,736Income before income taxes
    
    
    51,358
    
    
    
    87,296
    
    
    
    28,803
    
    
    
    48,449Income taxes
    
    
    19,607
    
    
    
    33,788
    
    
    
    10,946
    
    
    
    18,684Net income
    
    $
    31,751
    
    
    $
    53,508
    
    
    $
    17,857
    
    
    $
    29,765Earnings per common share
    
    $
    0.62
    
    
    $
    1.01
    
    
    $
    0.35
    
    
    $
    0.56Diluted earnings per share
    
    $
    0.61
    
    
    $
    1.01
    
    
    $
    0.35
    
    
    $
    0.56Average number of shares outstanding:Earnings per common share
    
    
    51,453,000
    
    
    
    52,726,000
    
    
    
    51,330,000
    
    
    
    52,851,000Diluted earnings per share
    
    
    51,636,000
    
    
    
    53,198,000
    
    
    
    51,487,000
    
    
    
    53,373,000Dividends paid per common share
    
    $
    0.0800
    
    
    $
    0.0750
    
    
    $
    0.0400
    
    
    $
    0.0375
  4




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Twenty Six Weeks EndedJune 27,
    
    
    June 28,2009
    
    
    2008OPERATING ACTIVITIESNet income
    
    $
    31,751
    
    
    $
    53,508Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization of operating property
    
    
    11,201
    
    
    
    10,307Non-cash interest charges
    
    
    109
    
    
    
    87Provisions for losses on trade and other accounts receivable
    
    
    4,868
    
    
    
    3,156Losses (gains) on sales/disposals of operating property
    
    
    (80
    )
    
    
    7Director compensation paid in common stock
    
    
    
    
    
    
    634Deferred income taxes, net
    
    
    3,542
    
    
    
    4,183Stock-based compensation
    
    
    2,570
    
    
    
    3,352Changes in operating assets and liabilities:Decrease (increase) in trade and other accounts receivable
    
    
    70,125
    
    
    
    (47,409
    )Decrease (increase) in other assets
    
    
    388
    
    
    
    (7,056
    )Increase (decrease) in accounts payable
    
    
    (14,024
    )
    
    
    15,664Decrease in other liabilities
    
    
    (4,149
    )
    
    
    (1,405
    )Increase (decrease) in insurance claims
    
    
    46
    
    
    
    (440
    )NET CASH PROVIDED BY OPERATING ACTIVITIES
    
    
    106,347
    
    
    
    34,588INVESTING ACTIVITIESNet change in other short-term investments
    
    
    4,553
    
    
    
    (2,783
    )Sales and maturities of investments
    
    
    5,612
    
    
    
    7,529Purchases of investments
    
    
    (11,049
    )
    
    
    (6,881
    )Purchases of operating property
    
    
    (2,047
    )
    
    
    (3,997
    )Proceeds from sales of operating property
    
    
    384
    
    
    
    23NET CASH USED BY INVESTING ACTIVITIES
    
    
    (2,547
    )
    
    
    (6,109
    )FINANCING ACTIVITIESIncrease (decrease) in cash overdraft
    
    
    (11,594
    )
    
    
    4,368Dividends paid
    
    
    (4,123
    )
    
    
    (3,955
    )Proceeds from exercises of stock options
    
    
    1,116
    
    
    
    11,993Excess tax benefit on stock option exercises
    
    
    325
    
    
    
    1,630Borrowings on revolving credit facility
    
    
    
    
    
    
    67,000Purchases of common stock
    
    
    (13,781
    )
    
    
    Principal payments on long-term debt and capital lease obligations
    
    
    (82,579
    )
    
    
    (91,473
    )NET CASH USED BY FINANCING ACTIVITIES
    
    
    (110,636
    )
    
    
    (10,437
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    23
    
    
    
    Increase (decrease) in cash and cash equivalents
    
    
    (6,813
    )
    
    
    18,042Cash and cash equivalents at beginning of period
    
    
    98,904
    
    
    
    60,750Cash and cash equivalents at end of period
    
    $
    92,091
    
    
    $
    78,792
  5




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AccumulatedAdditional
    
    
    
    
    
    
    Treasury Stock
    
    
    OtherCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    at Cost
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Shares
    
    
    Amount
    
    
    Income (Loss)
    
    
    TotalBalance December 27, 2008
    
    
    66,109,547
    
    
    $
    661
    
    
    $
    154,533
    
    
    $
    704,331
    
    
    
    14,424,887
    
    
    $
    (605,828
    )
    
    $
    (561
    )
    
    $
    253,136Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,751
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,751Dividends paid ($0.08 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,123
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,123
    )Purchases of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    443,800
    
    
    
    (13,781
    )
    
    
    
    
    
    
    (13,781
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    2,570
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,570Exercises of
stock options, including
excess tax benefit
    
    
    71,720
    
    
    
    1
    
    
    
    1,440
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,441Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23
    
    
    
    23Unrealized gain on
available-for-sale
investments, net of income
taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    242
    
    
    
    242Balance June 27, 2009
    
    
    66,181,267
    
    
    $
    662
    
    
    $
    158,543
    
    
    $
    731,959
    
    
    
    14,868,687
    
    
    $
    (619,609
    )
    
    $
    (296
    )
    
    $
    271,259
  6




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Twenty Six Weeks Ended
    
    
    Thirteen Weeks EndedJune 27,
    
    
    June 28,
    
    
    June 27,
    
    
    June 28,2009
    
    
    2008
    
    
    2009
    
    
    2008Total cost of the Plans during the period
    
    $
    2,570
    
    
    $
    3,352
    
    
    $
    1,181
    
    
    $
    1,659Amount of related income tax benefit
recognized during the period
    
    
    650
    
    
    
    1,060
    
    
    
    297
    
    
    
    530Net cost of the Plans during the period
    
    $
    1,920
    
    
    $
    2,292
    
    
    $
    884
    
    
    $
    1,129
  2009
    
    
    2008Expected volatility
    
    
    38.0
    %
    
    
    33.0
    %Expected dividend yield
    
    
    0.400
    %
    
    
    0.375
    %Risk-free interest rate
    
    
    1.50
    %
    
    
    3.00
    %Expected lives (in years)
    
    
    4.0
    
    
    
    4.1
 7




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Weighted AverageWeighted Average
    
    RemainingNumber of
    
    Exercise Price
    
    Contractual
    
    Aggregate IntrinsicOptions
    
    per Share
    
    Term (years)
    
    Value (000s)Options outstanding at December 27, 2008
    
    
    2,505,644
    
    
    $
    35.47Granted
    
    
    362,000
    
    
    $
    38.24Exercised
    
    
    (71,720
    )
    
    $
    15.57Forfeited
    
    
    (93,000
    )
    
    $
    42.74Options outstanding at June 27, 2009
    
    
    2,702,924
    
    
    $
    36.12
    
    
    
    7.0
    
    
    $
    0Options exercisable at June 27, 2009
    
    
    1,333,424
    
    
    $
    31.39
    
    
    
    5.4
    
    
    $
    6,136
         8




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Twenty Six Weeks Ended
    
    
    Thirteen Weeks EndedJune 27,
    
    
    June 28,
    
    
    June 27,
    
    
    June 28,2009
    
    
    2008
    
    
    2009
    
    
    2008Average number of
common shares
outstanding
    
    
    51,453
    
    
    
    52,726
    
    
    
    51,330
    
    
    
    52,851Incremental shares
from assumed
exercises of stock
options
    
    
    183
    
    
    
    472
    
    
    
    157
    
    
    
    522Average number of
common shares and
common share
equivalents
outstanding
    
    
    51,636
    
    
    
    53,198
    
    
    
    51,487
    
    
    
    53,373
      Twenty Six Weeks EndedJune 27, 2009
    
    
    June 28, 2008Transportation
    
    
    
    
    
    
    
    
    
    
    TransportationLogistics
    
    
    Insurance
    
    
    Total
    
    
    Logistics
    
    
    Insurance
    
    
    TotalExternal revenue
    
    $
    942,032
    
    
    $
    18,379
    
    
    $
    960,411
    
    
    $
    1,288,231
    
    
    $
    18,248
    
    
    $
    1,306,479Investment income
    
    
    
    
    
    
    675
    
    
    
    675
    
    
    
    
    
    
    
    1,869
    
    
    
    1,869Internal revenue
    
    
    
    
    
    
    15,517
    
    
    
    15,517
    
    
    
    
    
    
    
    15,861
    
    
    
    15,861Operating income
    
    
    36,496
    
    
    
    16,998
    
    
    
    53,494
    
    
    
    73,560
    
    
    
    17,614
    
    
    
    91,174Goodwill
    
    
    31,134
    
    
    
    
    
    
    
    31,134
    
    
    
    31,134
    
    
    
    
    
    
    
    31,134
 Thirteen Weeks EndedJune 27, 2009
    
    
    June 28, 2008Transportation
    
    
    
    
    
    
    
    
    
    
    TransportationLogistics
    
    
    Insurance
    
    
    Total
    
    
    Logistics
    
    
    Insurance
    
    
    TotalExternal revenue
    
    $
    482,098
    
    
    $
    9,066
    
    
    $
    491,164
    
    
    $
    688,631
    
    
    $
    9,020
    
    
    $
    697,651Investment income
    
    
    
    
    
    
    250
    
    
    
    250
    
    
    
    
    
    
    
    773
    
    
    
    773Internal revenue
    
    
    
    
    
    
    9,686
    
    
    
    9,686
    
    
    
    
    
    
    
    10,009
    
    
    
    10,009Operating income
    
    
    21,390
    
    
    
    8,386
    
    
    
    29,776
    
    
    
    41,174
    
    
    
    9,011
    
    
    
    50,185
    Twenty Six Weeks Ended
    
    
    Thirteen Weeks EndedJune 27,
    
    
    June 28,
    
    
    June 27,
    
    
    June 28,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income
    
    $
    31,751
    
    
    $
    53,508
    
    
    $
    17,857
    
    
    $
    29,765Unrealized holding gains/(losses) on
available-for-sale investments, net of income taxes
    
    
    242
    
    
    
    (137
    )
    
    
    394
    
    
    
    (341
    )Foreign currency translation gains
    
    
    23
    
    
    
    
    
    
    
    110
    
    
    
    Comprehensive income
    
    $
    32,016
    
    
    $
    53,371
    
    
    $
    18,361
    
    
    $
    29,424
 9




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10




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##### Table of Contents



11




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##### Table of Contents



Introduction
    Changes in Financial Condition and Results of Operations
   12




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Twenty Six Weeks Ended
    
    
    Thirteen Weeks EndedJune 27,
    
    
    June 28,
    
    
    June 27,
    
    
    June 28,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenue generated through (in thousands):BCO Independent Contractors
    
    $
    550,665
    
    
    $
    700,195
    
    
    $
    288,600
    
    
    $
    375,391Truck Brokerage Carriers
    
    
    329,479
    
    
    
    490,334
    
    
    
    165,236
    
    
    
    261,701Rail intermodal
    
    
    36,728
    
    
    
    71,598
    
    
    
    17,410
    
    
    
    37,809Ocean cargo carriers
    
    
    17,518
    
    
    
    18,220
    
    
    
    8,667
    
    
    
    9,786Air cargo carriers
    
    
    7,508
    
    
    
    7,449
    
    
    
    2,121
    
    
    
    3,860Other (1)
    
    
    18,513
    
    
    
    18,683
    
    
    
    9,130
    
    
    
    9,104$
    960,411
    
    
    $
    1,306,479
    
    
    $
    491,164
    
    
    $
    697,651Number of loads:BCO Independent Contractors
    
    
    365,000
    
    
    
    429,080
    
    
    
    194,350
    
    
    
    225,880Truck Brokerage Carriers
    
    
    240,020
    
    
    
    288,970
    
    
    
    122,370
    
    
    
    146,940Rail intermodal
    
    
    18,290
    
    
    
    31,000
    
    
    
    8,710
    
    
    
    16,020Ocean cargo carriers
    
    
    2,590
    
    
    
    2,590
    
    
    
    1,350
    
    
    
    1,340Air cargo carriers
    
    
    5,100
    
    
    
    3,870
    
    
    
    1,840
    
    
    
    1,880631,000
    
    
    
    755,510
    
    
    
    328,620
    
    
    
    392,060Revenue per load:BCO Independent Contractors
    
    $
    1,509
    
    
    $
    1,632
    
    
    $
    1,485
    
    
    $
    1,662Truck Brokerage Carriers
    
    
    1,373
    
    
    
    1,697
    
    
    
    1,350
    
    
    
    1,781Rail intermodal
    
    
    2,008
    
    
    
    2,310
    
    
    
    1,999
    
    
    
    2,360Ocean cargo carriers
    
    
    6,764
    
    
    
    7,035
    
    
    
    6,420
    
    
    
    7,303Air cargo carriers
    
    
    1,472
    
    
    
    1,925
    
    
    
    1,153
    
    
    
    2,053
 
 (1)
    
    Includes premium revenue generated by the insurance segment
and warehousing revenue generated by the transportation logistics segment.  June 27, 2009
    
    
    June 28, 2008BCO Independent Contractors
    
    
    8,286
    
    
    
    8,222Truck Brokerage Carriers:Approved and active (1)
    
    
    14,827
    
    
    
    16,080Other approved
    
    
    11,082
    
    
    
    9,21925,909
    
    
    
    25,299Total available truck capacity providers
    
    
    34,195
    
    
    
    33,521Number of trucks provided by BCO Independent Contractors
    
    
    8,875
    
    
    
    8,804
 
 (1)
    
    Active refers to Truck Brokerage Carriers who moved at least one load in the 180
days immediately preceding the fiscal quarter end.   13




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Twenty Six Weeks Ended
    
    Thirteen Weeks EndedJune 27,
    
    June 28,
    
    June 27,
    
    June 28,2009
    
    2008
    
    2009
    
    2008Revenue
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Investment income
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1Costs and expenses:Purchased transportation
    
    
    74.8
    
    
    
    76.8
    
    
    
    74.6
    
    
    
    77.2Commissions to agents
    
    
    8.1
    
    
    
    7.6
    
    
    
    8.1
    
    
    
    7.6Other operating costs
    
    
    1.5
    
    
    
    1.0
    
    
    
    1.5
    
    
    
    1.0Insurance and claims
    
    
    2.0
    
    
    
    1.5
    
    
    
    2.0
    
    
    
    1.4Selling, general and administrative
    
    
    6.9
    
    
    
    5.4
    
    
    
    6.6
    
    
    
    5.0Depreciation and amortization
    
    
    1.2
    
    
    
    0.8
    
    
    
    1.2
    
    
    
    0.7Total costs and expenses
    
    
    94.5
    
    
    
    93.1
    
    
    
    94.0
    
    
    
    92.9Operating income
    
    
    5.6
    
    
    
    7.0
    
    
    
    6.1
    
    
    
    7.2Interest and debt expense
    
    
    0.3
    
    
    
    0.3
    
    
    
    0.2
    
    
    
    0.3Income before income taxes
    
    
    5.3
    
    
    
    6.7
    
    
    
    5.9
    
    
    
    6.9Income taxes
    
    
    2.0
    
    
    
    2.6
    
    
    
    2.3
    
    
    
    2.6Net income
    
    
    3.3
    %
    
    
    4.1
    %
    
    
    3.6
    %
    
    
    4.3
    %
   14




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Acquired businesses and potential acquisitions.
  21




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Purchases of Equity Securities by the Company
  Total Number of Shares
    
    
    Maximum Number ofPurchased as Part of
    
    
    Shares That May YetTotal Number of
    
    
    Average Price Paid
    
    
    Publicly Announced
    
    
    Be Purchased UnderFiscal Period
    
    Shares Purchased
    
    
    Per Share
    
    
    Programs
    
    
    the ProgramsMarch 28, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,608,982Mar.
29, 2009  Apr. 25, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,608,982Apr.
26, 2009  May 23, 2009
    
    
    52,782
    
    
    $
    34.54
    
    
    
    52,782
    
    
    
    2,556,200May 24, 2009  June 27, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,556,200Total
    
    
    52,782
    
    
    $
    34.54
    
    
    
    52,782
   Dividend Amount
    
    Declaration
    
    Record
    
    Paymentper share
    
    Date
    
    Date
    
    Date$0.04
    
    January 27, 2009
    
    February 6, 2009
    
    February 27, 2009$0.04
    
    April 14, 2009
    
    May 7, 2009
    
    May 29, 2009
    
     22




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Exhibit No.
    
    Description(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 2002.31.2*
    
    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 2002.32.2**
    
    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.
 
 *
    
    Filed herewith**
    
    Furnished herewith 24




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LANDSTAR SYSTEM, INC.Date:  July 31, 2009
    /s/ Henry H. GerkensHenry H. GerkensPresident and
Chief Executive Officer Date:  July 31, 2009
    /s/ James B. GattoniJames B. GattoniVice President and Chief
Financial Officer 25