Landstar System
LSTR
#2880
Rank
$5.54 B
Marketcap
$161.57
Share price
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Change (1 year)

Landstar System - 10-Q quarterly report FY


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended March 31, 2001

or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For 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 (I.R.S. Employer
of incorporation or organization) 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)

N/A
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes ( X ) No ( )

The number of shares of the registrant's Common Stock, par value $.01 per
share, outstanding as of the close of business on April 27, 2001 was
8,518,533.
PART I

FINANCIAL INFORMATION

Index


Item 1

Consolidated Balance Sheets as of March 31, 2001
and December 30, 2000 ............................................... Page 3

Consolidated Statements of Income for the Thirteen Weeks
Ended March 31, 2001 and March 25, 2000 ......................... Page 4

Consolidated Statements of Cash Flows for the Thirteen Weeks
Ended March 31, 2001 and March 25, 2000 ......................... Page 5

Consolidated Statement of Changes in Shareholders'
Equity for the Thirteen Weeks Ended March 31, 2001 .................. Page 6

Notes to Consolidated Financial Statements............................. Page 7

Item 2

Management's Discussion and Analysis of
Financial Condition and Results of Operations........................ Page 9

Item 3

Quantitative and Qualitative Disclosures About Market Risk............. Page 14


Item 1. Financial Statements

The interim consolidated financial statements contained herein reflect
all adjustments (all of a normal, recurring nature) which, in the opinion of
management, are necessary for a fair statement of the financial condition,
results of operations, cash flows and changes in shareholders' equity
for the periods presented. They have been prepared in accordance with Rule
10-01 of Regulation S-X and do not include all the information and footnotes
required by generally accepted accounting principles for complete financial
statements. Operating results for the thirteen weeks ended March 31, 2001
are not necessarily indicative of the results that may be expected for the
entire fiscal year ending December 29, 2001.

These interim financial statements should be read in conjunction with
the audited financial statements and notes thereto included in the Company's
2000 Annual Report on Form 10-K.









2
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
March 31, Dec 30,
2001 2000
---------- ------------
ASSETS
<S> <C> <C>
Current assets:
Cash $ 27,845 $ 32,926
Short-term investments 3,017 1,500
Trade accounts receivable, less allowance of $4,521
and $4,450 187,082 195,398
Other receivables, including advances to independent
contractors, less allowance of $6,102 and $5,089 17,913 13,122
Prepaid expenses and other current assets 4,718 6,062
---------- -----------
Total current assets 240,575 249,008
---------- -----------
Operating property, less accumulated depreciation
and amortization of $38,406 and $37,497 73,967 76,049
Goodwill, less accumulated amortization of $9,297 and $8,993 32,170 32,474
Deferred income taxes and other assets 9,542 12,831
---------- -----------
Total assets $ 356,254 $ 370,362
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Cash overdraft $ 15,597 $ 17,496
Accounts payable 60,627 63,002
Current maturities of long-term debt 9,699 9,766
Insurance claims 21,540 23,364
Accrued compensation 2,994 8,277
Other current liabilities 33,705 32,385
---------- -----------
Total current liabilities 144,162 154,290
---------- -----------
Long-term debt, excluding current maturities 74,462 84,877
Insurance claims 21,263 23,336
Shareholders' equity:
Common stock, $.01 par value, authorized 20,000,000
shares, issued 13,260,374 and 13,233,874 shares 133 132
Additional paid-in capital 72,076 71,325
Retained earnings 223,722 215,368
Cost of 4,741,841 shares of common stock in
treasury (172,727) (172,727)
Notes receivable arising from exercise of stock options (6,837) (6,239)
---------- -----------
Total shareholders' equity 116,367 107,859
---------- -----------
Total liabilities and shareholders' equity $ 356,254 $ 370,362
========== ===========
See accompanying notes to consolidated financial statements.
</TABLE>
3
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)

<TABLE>
<CAPTION>
Thirteen Weeks Ended
-----------------------
March 31, March 25,
2001 2000
---------- ----------
<S> <C> <C>
Revenue $ 331,281 $ 327,006
Investment income 1,056 930

Costs and expenses:
Purchased transportation 244,155 240,990
Commissions to agents 26,117 25,904
Other operating costs 8,103 7,447
Insurance and claims 7,803 9,104
Selling, general and administrative 26,862 25,948
Depreciation and amortization 3,490 3,054
---------- ----------
Total costs and expenses 316,530 312,447
---------- ----------
Operating income 15,807 15,489
Interest and debt expense 2,222 1,705
---------- ----------
Income before income taxes 13,585 13,784
Income taxes 5,231 5,445
---------- ----------
Net income $ 8,354 $ 8,339
========== ==========
Earnings per common share $ 0.98 $ 0.91
========== ==========
Diluted earnings per share $ 0.96 $ 0.89
========== ==========
Average number of shares outstanding:
Earnings per common share 8,512,000 9,169,000
========== ==========
Diluted earnings per share 8,730,000 9,371,000
========== ==========
See accompanying notes to consolidated financial statements.
</TABLE>






4
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
---------------------------
March 31, March 25,
2001 2000
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 8,354 $ 8,339
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization of operating property 3,186 2,750
Amortization of goodwill 304 304
Non-cash interest charges 81 81
Provisions for losses on trade and other accounts receivable 1,305 270
Gains on sales of operating property (102) (46)
Deferred income taxes, net 68 263
Changes in operating assets and liabilities:
Decrease in trade and other accounts receivable 2,220 22,451
Decrease (increase) in prepaid expenses and other assets 2,469 (2,461)
Decrease in accounts payable (2,375) (6,138)
Decrease in other liabilities (3,963) (5,631)
Increase (decrease) in insurance claims (3,897) 307
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 7,650 20,489
----------- -----------
INVESTING ACTIVITIES
Maturity of short-term investment 498 500
Purchases of operating property (1,309) (2,304)
Proceeds from sales of operating property 307 187
----------- -----------
NET CASH USED BY INVESTING ACTIVITIES (504) (1,617)
----------- -----------
FINANCING ACTIVITIES
Decrease in cash overdraft (1,899) (8,586)
Borrowings on revolving credit facility 26,500
Proceeds from exercise of stock options 154 79
Purchases of common stock (11,558)
Principal payments on long-term debt and capital lease obligations (10,482) (1,791)
----------- -----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (12,227) 4,644
----------- -----------
Increase (decrease) in cash (5,081) 23,516
Cash at beginning of period 32,926 23,721
----------- -----------
Cash at end of period $ 27,845 $ 47,237
=========== ===========
See accompanying notes to consolidated financial statements.
</TABLE>



5
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY
Thirteen Weeks Ended March 31, 2001
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Notes
Treasury Stock Receivable
Common Stock Additional at Cost Arising from
------------------ Paid-In Retained ------------------- Exercise of
Shares Amount Capital Earnings Shares Amount Stock Options Total
---------- ------- --------- --------- --------- --------- ------------- ---------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance December 30, 2000 13,233,874 $ 132 $ 71,325 $ 215,368 4,741,841 $(172,727) $ (6,239) $ 107,859

Net income 8,354 8,354

Exercises of stock options 26,500 1 751 (598) 154

---------- ------- --------- --------- --------- --------- ------------- ---------

Balance March 31, 2001 13,260,374 $ 133 $ 72,076 $ 223,722 4,741,841 $(172,727) $ (6,837) $ 116,367
========== ======= ========= ========= ========= ========= ============= =========

See accompanying notes to consolidated financial statements.


</TABLE>











6
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The consolidated financial statements include the accounts of Landstar System,
Inc. and its subsidiary, Landstar System Holdings, Inc., and reflect all
adjustments (all of a normal, recurring nature) which are, in the opinion of
management, necessary for a fair statement of the results for the periods
presented. The preparation of the consolidated financial statements requires
the use of management's estimates. Actual results could differ from those
estimates. Landstar System, Inc. and its subsidiary are herein referred to as
"Landstar" or the "Company."

(1) Income Taxes

The provisions for income taxes for the 2001 and 2000 thirteen-week
periods were based on estimated full year combined effective income
tax rates of approximately 38.5% and 39.5%, respectively, which are
higher than the statutory federal income tax rate primarily as a result of
state income taxes, amortization of certain goodwill and the meals and
entertainment exclusion.

(2) Earnings Per Share

Earnings per common share amounts are based on the weighted average number
of common shares outstanding and diluted earnings per share amounts are
based on the weighted average number of common shares outstanding plus
the incremental shares that would have been outstanding upon the assumed
exercise of all dilutive stock options.

(3) Additional Cash Flow Information

During the 2001 period, Landstar paid income taxes and interest of
$354,000 and $2,371,000, respectively. During the 2000 period, Landstar
paid income taxes and interest of $1,549,000 and $1,789,000, respectively.





7
(4)   Segment Information

The following tables summarize information about Landstar's reportable
business segments for the thirteen weeks ended March 31, 2001 and
March 25, 2000 (in thousands):
<TABLE>
<CAPTION>

Thirteen Weeks Ended March 31, 2001
------------------------------------------

Carrier Multimodal Insurance Other Total
------- ---------- --------- ----- -----
<S> <C> <C> <C> <C> <C>
External revenue $ 263,385 $ 61,829 $ 6,067 $ 331,281
Investment income 1,056 1,056
Internal revenue 6,639 482 5,366 12,487
Operating income 17,034 586 7,196 $ (9,009) 15,807

Thirteen Weeks Ended March 25, 2000
------------------------------------------

Carrier Multimodal Insurance Other Total
------- ---------- --------- ----- -----
<S> <C> <C> <C> <C> <C>
External revenue $ 255,805 $ 65,198 $ 6,003 $ 327,006
Investment income 930 930
Internal revenue 9,080 48 5,203 14,331
Operating income 18,712 1,782 4,799 $ (9,804) 15,489



/TABLE>

8
(5)   Commitments and Contingencies

At March 31, 2001, Landstar had commitments for letters of
credit outstanding in the amount of $23,804,000, primarily as
collateral for insurance claims. The commitments for letters of credit
outstanding included $10,080,000 under the Second Amended and Restated
Credit Agreement and $13,724,000 secured by assets deposited with a
financial institution.

Landstar is involved in certain claims and pending litigation
arising from the normal conduct of business. Based on the
knowledge of the facts and, in certain cases, opinions of
outside counsel, management believes that adequate provisions
have been made for probable losses with respect to the resolution
of all claims and pending litigation and that the ultimate outcome,
after provisions thereof, will not have a material adverse effect
on the financial condition of Landstar, but could have a material
effect on the results of operations in a given quarter or year.

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

The following discussion should be read in conjunction with the attached
interim consolidated financial statements and notes thereto, and with the
Company's audited financial statements and notes thereto for the fiscal year
ended December 30, 2000 and Management's Discussion and Analysis of Financial
Condition and Results of Operations included in the 2000 Annual Report to
Shareholders.

RESULTS OF OPERATIONS

Landstar System, Inc. and its subsidiary, Landstar System Holdings, Inc.
("Landstar" or the "Company"), provide transportation services to a variety
of market niches throughout the United States and to a lesser extent in Canada
and between the United States and Canada and Mexico through its operating
subsidiaries. The Company has three reportable business segments. These are
the carrier, multimodal and insurance segments.

The carrier segment consists of Landstar Ranger, Inc., Landstar Inway, Inc.,
Landstar Ligon, Inc. and Landstar Gemini, Inc. The carrier segment provides
truckload transportation for a wide range of general commodities over irregular
routes with its fleet of dry and specialty vans and unsided trailers, including
flatbed, drop deck and specialty. It also provides short-to-long haul movement
of containers by truck and dedicated power-only truck capacity. The carrier
segment markets its services primarily through independent commission sales
agents and utilizes tractors provided by independent contractors. The nature
of the carrier segment's business is such that a significant portion of its
operating costs varies directly with revenue.

The multimodal segment is comprised of Landstar Logistics, Inc. and Landstar
Express America, Inc. Transportation services provided by the multimodal
segment include the arrangement of intermodal moves, contract logistics, truck
brokerage and emergency and expedited ground and air freight. The multimodal
segment markets its services through independent commission sales agents and



9
utilizes capacity provided by independent contractors, including railroads and
air cargo carriers. The nature of the multimodal segment's business is such
that a significant portion of its operating costs also varies directly with
revenue.

The insurance segment is comprised of Signature Insurance Company
("Signature"), a wholly-owned offshore insurance subsidiary and Risk Management
Claim Services, Inc. The insurance segment provides risk and claims management
services to Landstar's operating companies. In addition, it reinsures certain
property, casualty and occupational accident risks of certain independent
contractors who have contracted to haul freight for Landstar and provides
certain property and casualty insurance directly to Landstar's operating
subsidiaries.

Purchased transportation represents the amount an independent contractor
is paid to haul freight and is primarily based on a contractually agreed-
upon percentage of revenue generated by the haul for truck capacity provided by
independent contractors. Purchased transportation for the intermodal services
operations and the air freight operations of the multimodal segment is based on
a contractually agreed-upon fixed rate. Purchased transportation as a
percentage of revenue for the intermodal services operations is normally higher
than that of Landstar's other transportation operations. Purchased
transportation is the largest component of costs and expenses and, on a
consolidated basis, increases or decreases in proportion to the revenue
generated through independent contractors. Commissions to agents
are primarily based on contractually agreed-upon percentages of revenue at the
carrier segment and of gross profit at the multimodal segment. Commissions to
agents as a percentage of consolidated revenue will vary directly
with the percentage of consolidated revenue generated through independent
commission sales agents. Both purchased transportation and commissions to
agents generally will also increase or decrease as a percentage of the
Company's consolidated revenue if there is a change in the percentage of
revenue contributed by Signature or by the intermodal services operations or
the air freight operations of the multimodal segment.

Trailer rent and maintenance costs are the largest components of other
operating costs.

Potential liability associated with accidents in the trucking industry is
severe and occurrences are unpredictable. A material increase in the
frequency or severity of accidents or workers' compensation claims or the
unfavorable development of existing claims can be expected to adversely affect
Landstar's operating income. Landstar retains liability up to $1,000,000,
through April 30, 2001 and $5,000,000 thereafter, for each individual property,
casualty and general liability claim, $250,000 for each workers' compensation
claim and $100,000 for each cargo claim.

Employee compensation and benefits account for over half of the Company's
selling, general and administrative expense. Other significant components of
selling, general and administrative expense are communications cost and rent
expense.

Depreciation and amortization primarily relates to depreciation of trailers
and management information services equipment.




10
The following table sets forth the percentage relationships of
income and expense items to revenue for the periods indicated:


</TABLE>
<TABLE>
<CAPTION>
Thirteen Weeks Ended
------------------------
March 31, March 25,
2001 2000
---------- ----------
<S> <C> <C>
Revenue 100.0% 100.0%
Investment income 0.3 0.3

Costs and expenses:
Purchased transportation 73.7 73.7
Commissions to agents 7.9 7.9
Other operating costs 2.4 2.3
Insurance and claims 2.4 2.8
Selling, general and administrative 8.1 8.0
Depreciation and amortization 1.0 0.9
------- ------
Total costs and expenses 95.5 95.6
------- ------
Operating income 4.8 4.7
Interest and debt expense 0.7 0.5
------- ------
Income before income taxes 4.1 4.2
Income taxes 1.6 1.7
------- ------
Net income 2.5% 2.5%
======= ======
</TABLE>

THIRTEEN WEEKS ENDED MARCH 31, 2001 COMPARED TO THIRTEEN WEEKS
ENDED MARCH 25, 2000

Revenue for the 2001 thirteen-week period was $331,281,000, an increase of
$4,275,000, or 1.3%, over the 2000 thirteen-week period. The increase was
attributable to increased revenue of $7,580,000 and $64,000 at the carrier and
insurance segments, respectively, partially offset by decreased revenue at the
multimodal segment of $3,369,000. Overall, revenue per revenue mile increased
approximately 3%, which reflected improved freight quality, while revenue
miles were approximately 2% lower than 2000. Investment income at the
insurance segment was $1,056,000 and $930,000 in the 2001 and 2000 periods,
respectively.

Purchased transportation and commissions to agents were 73.7% and 7.9%
of revenue, respectively, in both 2001 and 2000.







11
Other operating costs were 2.4% of revenue in 2001 compared with 2.3% in 2000.
The increase in other operating costs as a percentage of revenue was primarily
due to a higher provision for contractor bad debts and higher net trailer
costs. Insurance and claims were 2.4% of revenue in 2001 compared with 2.8%
in 2000. The decrease in insurance and claims as a percentage of revenue was
primarily attributable to favorable development of prior year claims in 2001
and a decrease in the average severity of accidents. Selling, general and
administrative costs were 8.1% of revenue in 2001 compared with 8.0% of revenue
in 2000. The increase in selling, general and administrative costs as a
percentage of revenue was primarily due to an increased provision for customer
bad debts and increased wages and benefits, partially offset by a lower
provision for bonuses under the management incentive compensation plan and
lower management information services costs. Depreciation and amortization was
1.0% of revenue in 2001 and 0.9% of revenue in 2000. The increase in
depreciation and amortization as a percentage of revenue was due to an increase
in company-owned trailing equipment.

Interest and debt expense was 0.7% and 0.5% of revenue in 2001 and 2000,
respectively. This increase was primarily attributable to the effect of higher
average borrowings on the senior credit facility, which were used to finance a
a portion of the Company's stock repurchase program, and increased capital lease
obligations for trailing equipment.

The provisions for income taxes for the 2001 and 2000 thirteen-week periods
were based on estimated full year combined effective income tax rates of
approximately 38.5% and 39.5%, respectively, which are higher than the
statutory federal income tax rate primarily as a result of state income taxes,
amortization of certain goodwill and the meals and entertainment exclusion.
The decrease in the effective income tax rate was attributable to the
implementation of certain state income tax planning strategies.

Net income was $8,354,000, or $0.98 per common share ($0.96 per diluted
share), in the 2001 period compared with $8,339,000, or $0.91 per common share
($0.89 per diluted share), in the 2000 period.









12
CAPITAL RESOURCES AND LIQUIDITY

Shareholders' equity increased to $116,367,000 at March 31, 2001 compared
with $107,859,000 at December 30, 2000, primarily as a result of net income for
the period. Shareholders' equity was 58% and 53% of total capitalization at
March 31, 2001 and December 30, 2000, respectively. As of March 31, 2001, the
Company may purchase 500,000 shares of its common stock under its authorized
stock repurchase program.

Working capital and the ratio of current assets to current liabilities were
$96,413,000 and 1.67 to 1, respectively, at March 31, 2001, compared with
$94,718,000 and 1.61 to 1, respectively, at December 30, 2000. Landstar has
historically operated with current ratios approximating 1.5 to 1. Cash
provided by operating activities was $7,650,000 in the 2001 period compared
with $20,489,000 in the 2000 period. The decrease in cash flow provided by
operating activities was primarily attributable to timing of the collection
of accounts receivable. During the 2001 period, Landstar purchased $1,309,000
of operating property. Management anticipates acquiring approximately
$11,000,000 of operating property during the remainder of fiscal year 2001
either by purchase or lease financing.

Management believes that cash flow from operations combined with the Company's
borrowing capacity under its revolving credit agreement will be adequate to
meet Landstar's debt service requirements, fund continued growth, both internal
and through acquisitions, and meet working capital needs.

INFLATION

Management does not believe inflation has had a material impact on the
results of operations or financial condition of Landstar in the past five
years. However, inflation higher than that experienced in the past five
years might have an adverse effect on the Company's results of operations.









13
FORWARD-LOOKING STATEMENTS

The following is a "safe harbor" statement under the Private Securities
Litigation Reform Act of 1995. Statements contained in this document that are
not based on historical facts are "forward-looking statements." This
Management's Discussion and Analysis of Financial Condition and Results of
Operations and other sections of this Form 10-Q statement contain forward-
looking statements, such as statements which relate to Landstar's business
objectives, plans, strategies and expectations. Terms such as "anticipates,"
"believes," "might," "will," the negative thereof and similar expressions
are intended to identify forward-looking statements. Such statements are
subject to uncertainties and risks, including but not limited to; an increase
in the frequency or severity of accidents or workers' compensation claims;
unfavorable development of existing accident claims; a downturn in domestic
economic growth or growth in the transportation sector; and other operational,
financial or legal risks or uncertainties detailed in Landstar's Securities
and Exchange Commission filings from time to time. These risks and
uncertainties could cause actual results or events to differ materially from
historical results or those anticipated. Investors should not place undue
reliance on such forward-looking statements and the Company undertakes no
obligation to publicly update or revise any forward-looking statements.


SEASONALITY

Landstar's operations are subject to seasonal trends common to the
trucking industry. Results of operations for the quarter ending in
March is typically lower than the quarters ending June, September
and December due to reduced shipments and higher operating costs in
the winter months.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company maintains a credit agreement with a syndicate of banks and The
Chase Manhattan Bank, as the administrative agent, (the "Second Amended and
Restated Credit Agreement") that provides $200,000,000 of borrowing
capacity, consisting of $150,000,000 revolving credit and $50,000,000 revolving
credit to finance acquisitions. Borrowings under the Second Amended and
Restated Credit Agreement bear interest at rates equal to, at the option of
Landstar, either (i) the greatest of (a) the prime rate as publicly announced
from time to time by The Chase Manhattan Bank, (b) the three month CD rate
adjusted for statutory reserves and FDIC assessment costs plus 1% and (c) the
federal funds effective rate plus 1/2%, or, (ii) the rate at the time offered
to The Chase Manhattan Bank in the Eurodollar market for amounts and periods
comparable to the relevant loan plus a margin that is determined based on the
level of the Company's Leverage Ratio, as defined in the Second Amended and
Restated Credit Agreement. There have been no significant changes that would
affect the information provided in Item 7a of the 2000 Annual Report on
Form 10-K regarding quantitative and qualitative disclosures about market risk.







14
PART II

OTHER INFORMATION

Item 1. Legal Proceedings

The Company is routinely a party to litigation incidental to its business,
primarily involving claims for personal injury and property damage incurred
in the transportation of freight. The Company maintains insurance which covers
liability amounts in excess of retained liabilities from personal injury and
property damages claims.

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.








15
Item 5.  Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

The exhibits listed on the Exhibit Index are filed as part
of this quarterly report on Form 10-Q.

(b) Form 8-K

The Company's Form 8-K filed with the Securities and Exchange
Commission on February 8, 2001 made comment to a conference
call held on that same day by the Company.














16
EXHIBIT INDEX

Registrant's Commission File No.: 0-21238

Exhibit No. Description
- ------------ -----------

(11) Statement re: Computation of Per Share Earnings:

11.1 * Landstar System, Inc. and Subsidiary Calculation of Earnings
Per Common Share for the Thirteen Weeks Ended March 31, 2001
and March 25, 2000

11.2 * Landstar System, Inc. and Subsidiary Calculation of Diluted
Earnings Per Share for the Thirteen Weeks Ended March 31,
2001 and March 25, 2000

__________________
* Filed herewith














17
SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


LANDSTAR SYSTEM, INC.



Date: May 3, 2001 Henry H. Gerkens
----------------------------
Henry H. Gerkens
Executive Vice President and
Chief Financial Officer;
Principal Financial Officer



Date: May 3, 2001 Robert C. LaRose
----------------------------
Robert C. LaRose
Vice President Finance and Treasurer;
Principal Accounting Officer



18