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) March 31, Dec 30, 2001 2000 ---------- ------------ ASSETS 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. 3

LANDSTAR SYSTEM, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except per share amounts) (Unaudited) Thirteen Weeks Ended ----------------------- March 31, March 25, 2001 2000 ---------- ---------- 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. 4

LANDSTAR SYSTEM, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) Thirteen Weeks Ended --------------------------- March 31, March 25, 2001 2000 ----------- ----------- 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. 5

LANDSTAR SYSTEM, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Thirteen Weeks Ended March 31, 2001 (Dollars in thousands) (Unaudited) 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 ---------- ------- --------- --------- --------- --------- ------------- --------- 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. 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): Thirteen Weeks Ended March 31, 2001 ------------------------------------------ Carrier Multimodal Insurance Other Total ------- ---------- --------- ----- ----- 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 ------- ---------- --------- ----- ----- 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: Thirteen Weeks Ended ------------------------ March 31, March 25, 2001 2000 ---------- ---------- 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% ======= ====== 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


                                                                 EXHIBIT 11.1


                         LANDSTAR SYSTEM, INC. AND SUBSIDIARY
                       CALCULATION OF EARNINGS PER COMMON SHARE
                       (In thousands, except per share amounts)
                                       (Unaudited)




                                                            Thirteen
                                                           Weeks Ended
                                                  ---------------------------
                                                     March 31,      March 25,
                                                          2001           2000
                                                  ------------   -------------


Earnings available for earnings per share:

                                                          

Net income                                        $      8,354   $      8,339
                                                  ============   ============


Average number of common shares outstanding              8,512          9,169
                                                  ============   ============



Earnings per common share                         $       0.98   $       0.91
                                                  ============   ============

                                       19





                                                                  EXHIBIT 11.2

                         LANDSTAR SYSTEM, INC. AND SUBSIDIARY
                       CALCULATION OF DILUTED EARNINGS PER SHARE
                       (In thousands, except per share amounts)
                                       (Unaudited)




                                                            Thirteen
                                                           Weeks Ended
                                                  ---------------------------
                                                     March 31,      March 25,
                                                          2001           2000
                                                  ------------   ------------
                                                         

Net income                                        $      8,354   $      8,339
                                                  ============   ============

Average number of common shares
    outstanding                                          8,512          9,169

  Plus: Incremental shares from
    assumed exercise of stock
    options                                                218            202
                                                  ------------   ------------
Average number of common shares
    and common share equivalents
    outstanding                                          8,730          9,371
                                                  ============   ============

Diluted earnings per share                        $       0.96   $       0.89
                                                  ============   ============



                                       20