10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

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 000-49828

PACER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Tennessee	62-0935669
(State or other jurisdiction of organization)	(I.R.S. employer identification no.)

6805 Perimeter Drive

Dublin, OH 43016

Telephone Number (614) 923-1400

Indicate by checkmark 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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at May 4, 2011
Common stock, $.01 par value per share	34,988,611 shares

PACER INTERNATIONAL, INC. AND SUBSIDIARIES

FORM 10-Q

FISCAL QUARTER ENDED MARCH 31, 2011

TABLE OF CONTENTS

			Page
Part 1.	Financial Information
	Item 1.	Condensed Consolidated Financial Statements (Unaudited):
		Condensed Consolidated Balance Sheets		3
		Condensed Consolidated Statements of Operations		4
		Condensed Consolidated Statements of Stockholders’ Equity		5
		Condensed Consolidated Statements of Cash Flows		6
		Notes to Condensed Consolidated Financial Statements		7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		21
	Item 4.	Controls and Procedures		21
Part 2.	Other Information
	Item 1.	Legal Proceedings		22
	Item 1A.	Risk Factors		22
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		22
	Item 3.	Defaults Upon Senior Securities		22
	Item 4.	(Removed and Reserved)		22
	Item 5.	Other Information		22
	Item 6.	Exhibits		22
	Signatures			23

2

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PACER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions)	March 31, 2011			December 31, 2010
ASSETS
Current assets
Cash and cash equivalents	$	7.3		$	4.2
Accounts receivable, net of allowances of $2.8 million and $2.7 million, respectively		151.1			152.5
Prepaid expenses and other		17.9			15.4
Deferred income taxes		6.5			6.3
Total current assets		182.8			178.4
Property and equipment
Property and equipment, cost		98.4			97.4
Accumulated depreciation		(54.9	)		(53.7	)
Property and equipment, net		43.5			43.7
Other assets
Deferred income taxes		22.9			24.3
Other assets		15.6			15.5
Total other assets		38.5			39.8
Total assets	$	264.8		$	261.9
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Book overdraft	$	2.5		$	2.7
Accounts payable and other accrued liabilities		143.8			144.8
Total current liabilities		146.3			147.5
Long-term liabilities
Bank borrowings		15.7			13.4
Other		1.9			2.5
Total long-term liabilities		17.6			15.9
Total liabilities		163.9			163.4
Commitments and contingencies (Note 5)
Stockholders’ equity
Preferred stock, par value $0.01 per share; 50,000,000 shares authorized; none issued and outstanding		—			—
Common stock, par value $0.01 per share; 150,000,000 shares authorized; 34,988,954 and 34,911,674 issued and outstanding		0.4			0.4
Additional paid-in capital		302.7			302.5
Accumulated deficit		(202.1	)		(204.1	)
Accumulated other comprehensive loss		(0.1	)		(0.3	)
Total stockholders’ equity		100.9			98.5
Total liabilities and stockholders’ equity	$	264.8		$	261.9

The accompanying notes are an integral part of the condensed consolidated financial statements.

3

PACER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	March 31, 2011			March 31, 2010
(in millions, except share and per share data)
Revenues	$	358.4		$	363.7
Operating expenses:
Cost of purchased transportation and services		292.3			299.6
Direct operating expenses (excluding depreciation)		24.0			23.3
Selling, general and administrative expenses		36.5			38.8
Depreciation and amortization		1.7			1.4
Total operating expenses		354.5			363.1
Income from operations		3.9			0.6
Interest expense		(0.6	)		(1.3	)
Income (loss) before income taxes		3.3			(0.7	)
Income tax expense (benefit)		1.3			(0.2	)
Net income (loss)	$	2.0		$	(0.5	)
Earnings (loss) per share:
Basic:
Earnings (loss) per share	$	0.06		$	(0.01	)
Weighted average shares outstanding		34,934,722			34,787,301
Diluted:
Earnings (loss) per share	$	0.06		$	(0.01	)
Weighted average shares outstanding		35,064,375			34,787,301

The accompanying notes are an integral part of the condensed consolidated financial statements.

4

PACER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended March 31, 2011

(Unaudited)

	Common Shares		Common Stock and Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income/(Loss)			Total Stockholders’ Equity
(in millions, except share amounts)
Balance at December 31, 2010		34,911,674	$	302.9	$	(204.1	)	$	(0.3	)	$	98.5
Net income		—		—		2.0			—			2.0
Other comprehensive income		—		—		—			0.2			0.2
Total comprehensive income		—		—		2.0			0.2		$	2.2
Stock based compensation		—		0.2		—			—		$	0.2
Issuance of common stock for vesting of restricted stock units		19,042		—		—			—		$	—
Issuance of restricted stock		58,238		—		—			—		$	—
Balance at March 31, 2011		34,988,954	$	303.1	$	(202.1	)	$	(0.1	)	$	100.9

Total comprehensive loss for the three months ended March 31, 2010 was ($0.7) million.

The accompanying notes are an integral part of the condensed consolidated financial statements.

5

PACER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	March 31, 2011			March 31, 2010
(in millions)
Cash flows from operating activities
Net income (loss)	$	2.0		$	(0.5	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		1.7			1.4
Gain on sale of property and equipment and other assets		—			(0.1	)
Gain on sale lease-back transactions		(0.2	)		(0.3	)
Deferred taxes		1.2			(0.5	)
Stock based compensation expense		0.2			0.3
Change in operating assets and liabilities
Accounts receivable, net		1.4			4.0
Prepaid expenses and other		(2.5	)		0.6
Accounts payable and other accrued liabilities		(1.5	)		(2.0	)
Other long-term assets		(0.1	)		(1.3	)
Other long-term liabilities		(0.2	)		(1.1	)
Net cash provided by operating activities		2.0			0.5
Cash flows used in investing activities
Capital expenditures		(1.2	)		(2.7	)
Net proceeds from sale lease-back transaction		—			2.4
Proceeds from sales of property, equipment and other assets		—			0.1
Net cash used in investing activities		(1.2	)		(0.2	)
Cash flows provided by financing activities
Net borrowings under revolving line of credit		2.3			1.3
Capital lease obligation payment		—			(0.1	)
Net cash provided by financing activities		2.3			1.2
Net increase in cash and cash equivalents		3.1			1.5
Cash and cash equivalents at beginning of the period		4.2			2.8
Cash and cash equivalents at end of the period	$	7.3		$	4.3

The accompanying notes are an integral part of the condensed consolidated financial statements.

6

PACER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. INTERIM FINANCIAL STATEMENTS

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of March 31, 2011 and December 31, 2010 and for the three month periods ended March 31, 2011 and March 31, 2010 for Pacer International, Inc. and subsidiaries (referred to in these notes to the condensed consolidated financial statements as “Pacer”, “the Company”, “we”, “us”, or “our”) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and with the instructions to Form 10-Q and Article 10 of the Securities and Exchange Commission (“SEC”) Regulations S-X. Accordingly they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair statement of the financial condition and results of operations at the dates and for the interim periods presented, have been included. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for any full fiscal year. These unaudited condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 as filed with the SEC.

Use of Estimates

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include recognition of revenue, costs of purchased transportation and services, allowance for doubtful accounts, accounting for income taxes, valuation of deferred income taxes, the economic lives of our property and equipment and contingencies. Actual results could differ from those estimates.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive loss consists of foreign currency translation adjustments, net of related taxes, as follows (in millions):

	Foreign Currency Translation Adjustment
Balance at December 31, 2010	$	(0.3	)
Activity during 2011 (net of tax)		0.2
Balance at March 31, 2011	$	(0.1	)

NOTE 2. BANK BORROWINGS

At March 31, 2011, pursuant to Accounting Standards Codification (“ASC”) 470, borrowings under our revolving credit facility agreement entered into on December 30, 2010 (the “2010 Credit Agreement”) are classified as long-term debt. The previous credit facility had a lockbox arrangement in place at all times, which required our debt to be classified as current prior to December 30, 2010.

7

PACER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

Borrowings under the 2010 Credit Agreement bore a weighted average interest rate of 3.7% per annum as of March 31, 2011. Letter of credit fees are charged monthly at a rate equal to the applicable margin on Eurodollar rate loans.

As of March 31, 2011, $69.5 million was available under the 2010 Credit Agreement pursuant to the borrowing base formula set forth in the 2010 Credit Agreement.

NOTE 3. FACILITY CLOSINGS AND OTHER SEVERANCE COSTS

The Company implemented an organizational simplification and workforce reduction initiative in 2009 to move toward operations organized by function rather than by business unit and to consolidate operations. All remaining severance and lease termination costs associated with these activities will result in future cash expenditures. The table below shows the activity for the organizational simplification and workforce initiative as of and for the three month period ended March 31, 2011 (in millions).

	Organizational and Workforce Reduction Program Activity
	Accrued		Paid		Balance
Balance at 12/31/10		12.4		8.5		3.9
2011 Activity		0.3		1.5		(1.2	)
Balance at 3/31/11	$	12.7	$	10.0	$	2.7

All of these costs are included in the selling, general and administrative line item of the consolidated statement of operations.

NOTE 4. LONG-TERM INCENTIVE PLANS

The Company has adopted the 2006 Long-Term Incentive Plan (the “2006 Plan”) under which stock options, stock appreciation rights, restricted stock or restricted stock units, performance or performance unit awards and other stock-based awards may be issued to attract, retain, incentivize and reward directors, officers, employees and consultants. Up to 2,500,000 shares of common stock may be issued under the 2006 Plan.

Previously, the Company had two stock option plans, the 1999 Stock Option Plan (the “1999 Plan”) and the 2002 Stock Option Plan (the “2002 Plan”). Upon adoption of the 2002 Plan, no further awards were able to be made under the 1999 Plan, although outstanding awards under that plan were not affected. Upon shareholder adoption of the 2006 Plan, no further awards were able to be made under the 2002 Plan, although outstanding awards under the 2002 Plan were not affected.

The 2006 Plan will continue until July 31, 2016, unless terminated earlier by the Board. As of March 31, 2011, there were 1,173,764 shares available for issuance under the 2006 Plan.

No stock options were granted, exercised, cancelled or expired during the three month period ended March 31, 2011.

During the three month period ended March 31, 2011, we granted time based restricted stock under the 2006 Plan to the non-management members of the Board of Directors. Restricted stock cannot

8

PACER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

be sold, transferred or disposed of during the restriction period. The holders of restricted stock generally have the same rights as a stockholder of the Company with respect to such shares, including the right to vote and receive dividends with respect to the shares. Restricted stock is valued at the date of grant, based on the closing market price of the Company’s common stock, and expensed using the straight-line method over the requisite service period. All of the restricted stock awards granted during the three month period ended March 31, 2011 vest on March 5, 2012. A summary of restricted stock activity for the three month period ended March 31, 2011 is presented below:

	Shares			Weighted Average Grant-Date Fair Value
Nonvested at December 31, 2010		73,250		$	13.12
Granted		58,488		$	5.46
Vested		—		$	—
Forfeited		(250	)	$	22.41
Nonvested at March 31, 2011		131,488		$	9.69

During the three month period ended March 31, 2011, we granted equity incentive awards under the 2006 Plan to certain key employees and executive officers. These equity incentive awards are divided into two types: (1) restricted stock units, which vest in equal one-third increments on March 5, 2012, 2013 and 2014, subject to the grantee’s continued employment by the Company on such vesting dates, and (2) performance stock units, which vest based on (i) the Company’s achievement of operating income and operating margin targets established by the Compensation Committee of the Board of Directors for the performance periods ending December 31, 2011, 2012 and 2013 and (ii) the continued employment of the grantee through March 5, 2014. Upon vesting, the restricted stock units and performance stock units (the “Units”) result in the issuance of shares of Pacer common stock after required tax withholdings. The holders of the Units do not have the rights of a shareholder and do not have voting rights but are entitled to receive dividend equivalents payable in the form of additional shares upon vesting of the Units. The Units are valued at the date of grant, based on the closing market price of the Company’s common stock, and expensed using the straight-line method over the requisite service period. The actual number of performance stock units earned will be based on the Company’s performance for the periods ending December 31, 2011, 2012 and 2013. A summary of restricted stock unit and performance unit award activity for the three month period ended March 31, 2011 is presented below:

	Performance Stock Units		Restricted Stock Units			Total			Weighted Average Grant-Date Fair Value
Balance at December 31, 2010		185,657		92,830			278,487		$	6.97
Granted		371,068		123,690			494,758		$	5.46
Vested		—		(28,237	)		(28,237	)	$	6.97
Forfeited		—		(8,120	)		(8,120	)	$	6.93
Balance at March 31, 2011		556,725		180,163			736,888		$	5.96

9

PACER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

NOTE 5. COMMITMENTS AND CONTINGENCIES

The Company is subject to routine litigation arising in the ordinary course of business, and, except as discussed below, none of which is expected to have a material adverse effect on the Company’s business, consolidated results of operations, financial condition or cash flows. Most of the lawsuits to which the Company is a party are covered by insurance and are being defended in cooperation with insurance carriers.

Union Pacific has asserted a claim against the Company for retroactive and prospective rate adjustments which is in the pre-trial stage of arbitration before a neutral third party arbitrator and relates to domestic shipments in 20-, 40- and 45 ft. international containers. The arbitration hearing has been postponed indefinitely. The information available to the Company at March 31, 2011 does not indicate that it is probable that a liability had been incurred as of the period ended March 31, 2011, and the Company could not make an estimate of the amount, or range of amounts, of any liability that would be incurred if this claim were resolved against it. Accordingly, the Company has not accrued any liability for this claim in its financial statements at and for the period ended March 31, 2011. The Company disputes this claim in its entirety and believes that it has meritorious defenses to it and that Union Pacific is not entitled to the claimed rate adjustments. The Company intends to vigorously defend against this claim by Union Pacific and to pursue its other related rights and remedies.

NOTE 6. SEGMENT INFORMATION

The following table presents reportable segment information for the three month periods ended March 31, 2011 and March 31, 2010 (in millions).

10

PACER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

	Intermodal			Logistics			Corp/Other			Consolidated
Three-months ended March 31, 2011
Revenues	$	279.5		$	79.0		$	—		$	358.5
Intersegment elimination		(0.1	)		—			—			(0.1	)
Subtotal		279.4			79.0			—			358.4
Income (loss) from operations		8.4			(0.2	)		(4.3	)		3.9
Depreciation and amortization		1.1			0.5			0.1			1.7
Capital expenditures		0.6			0.5			0.1			1.2
Three-months ended March 31, 2010
Revenues	$	264.2		$	99.8		$	—		$	364.0
Intersegment elimination		(0.3	)		—			—			(0.3	)
Subtotal		263.9			99.8			—			363.7
Income (loss) from operations		5.7			(0.3	)		(4.8	)		0.6
Depreciation and amortization		1.1			0.3			—			1.4
Capital expenditures		1.7			1.0			—			2.7

The “Corp/Other” column includes corporate amounts (primarily compensation, tax and overhead costs unrelated to a specific segment) and elimination of intercompany balances and subsidiary investment. The Chief Operating Decision Maker does not review assets by segment for purposes of allocating resources and therefore assets by segment are not disclosed here.

The following table presents revenues from continuing operations generated by country or geographical area for the three month periods ended March 31, 2011 and March 31, 2010 (in millions).

	Three Months Ended
	March 31, 2011		March 31, 2010
United States	$	301.0	$	285.2
Asia		27.4		56.0
Europe		17.7		9.7
North America (excluding United States)		7.1		7.1
Australia		2.4		2.7
South America		1.7		2.0
Africa		1.1		1.0
Total	$	358.4	$	363.7

Substantially all of the foreign revenues are generated by the logistics segment. All material assets are located in the United States of America.

For the three month period ended March 31, 2011, the Company had two customers that contributed more than 10% of total consolidated revenues (one contributed 14.1%, and the other 14.0% of total revenues). For the three month period ended March 31, 2010, two customers contributed more than 10% of total consolidated revenues (individually contributed 14.5% and 14.4%, respectively).

11

PACER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

NOTE 7. EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of earnings (loss) per share-basic and diluted (in millions, except share and per share amounts):

	Three Months Ended
	March 31, 2011		March 31, 2010
Numerator - Net income (loss) available to common stockholders	$	2.0	$	(0.5	)
Denominator:
Denominator for earnings per share - basic:
Weighted average common shares outstanding		34,934,722		34,787,301
Effect of dilutive securities:
Stock options/restricted stock		129,653		—
Denominator for earnings per share - diluted		35,064,375		34,787,301
Earnings (loss) per share - basic	$	0.06	$	(0.01	)
Earnings (loss) per share - diluted	$	0.06	$	(0.01	)

Anti-dilutive shares attributable to outstanding stock options were excluded from the calculation of diluted net income per share. For the three month periods ended March 31, 2011 and March 31, 2010, 344,800 shares and 523,521 shares were anti-dilutive, respectively.

NOTE 8. SUBSEQUENT EVENT

On April 1, 2011, the Company purchased 195 railcars pursuant to a purchase option under a lease agreement that was previously accounted for as an operating lease. Consideration for the railcars was approximately $17.7 million, which was financed through borrowings under the 2010 Credit Agreement. No gain or loss was recorded as a result of the transaction.

12

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the MD&A, including the discussion of our critical accounting policies, and the Condensed Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the “2010 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on February 24, 2011.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that reflect our current estimates, expectations and projections about our future results, performance, prospects and opportunities. Forward-looking statements include, among other things, the information concerning our possible future consolidated results of operations, business and growth strategies, financing plans, our competitive position and the effects of competition, the projected growth of the industries in which we operate, and the benefits to be obtained from our cost reduction initiatives. Forward-looking statements include all statements that are not historical facts and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “would,” “project” and similar expressions. These forward-looking statements are based on information currently available to us and are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Important factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements we make in this Quarterly Report are discussed under “Item 1A. Risk Factors” of the 2010 Annual Report and include:

• general economic and business conditions, including the continued effect of the current U.S. and global economic environment and the timing and strength of economic recovery in the U.S. and internationally;

• industry trends, including changes in the costs of services from rail, ocean, motor and air transportation providers;

• changes resulting from our new arrangements with Union Pacific Railroad Company (“Union Pacific”) that have reduced or may in the future reduce revenues and compress margins;

• the terms of new or replacement contracts with our major underlying rail carriers that are less favorable to us relative to our legacy contracts as these expire (including our legacy contract with Union Pacific, expiring in October 2011 which continues to apply to our automotive and international lines of business, and our legacy contract with CSX Intermodal (“CSX”), expiring in 2014);

• our reliance on Union Pacific to provide us with, and to service and maintain, a substantial portion of the chassis and containers used in our business;

• our ability to borrow amounts under our credit agreement due to borrowing base limitations and/or to comply with the covenants in our credit agreement;

• the loss of one or more of our major customers;

• the effect of uncertainty surrounding the current economic environment on the transportation needs of our customers;

• the impact of competitive pressures in the marketplace;

• the frequency and severity of accidents, particularly involving our trucking operations;

• increases in interest rates;

• changes in, or the failure to comply with, government regulations;

• changes in our business strategy, development plans or cost savings plans;

• congestion, work stoppages, equipment and capacity shortages, weather related issues and service disruptions affecting our rail, ocean and motor transportation providers;

• the degree and timing of changes in fuel prices, including changes in the fuel costs and surcharges that we pay to our vendors and those that we are able to collect from our customers;

• changes in international and domestic shipping patterns;

• availability of qualified personnel;

13

• selecting, developing and implementing applications and solutions to update or replace our diverse legacy systems;

• increases in our leverage; and

• terrorism and acts of war.

Our actual consolidated results of operations and the execution of our business strategy could differ materially from those expressed in, or implied by, the forward-looking statements contained in this Quarterly Report on Form 10-Q or in other forward-looking statements made by us. In addition, past financial or operating performance is not necessarily a reliable indicator of future performance and you should not use our historical performance to anticipate future results or future period trends. We can give no assurances that any of the events anticipated or implied by the forward-looking statements we make will occur or, if any of them do occur, what impact they will have on our consolidated results of operations, financial condition or cash flows. In evaluating our forward-looking statements, you should specifically consider the risks and uncertainties discussed under “Item 1A. Risk Factors” in the 2010 Annual Report. Except as otherwise required by federal securities laws, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this Quarterly Report on Form 10-Q. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report on Form 10-Q and our other filings with the SEC.

Executive Summary

The Company continues to make progress in achieving its strategic objectives and improving its financial performance since the end of 2010. We significantly improved our income and cash flows from operations in the 2011 period as compared to the 2010 period and believe we are well positioned to continue to execute on our 2011 plan. Optimizing and managing our intermodal equipment flows on our network continues to be a primary focus as this will both drive our financial results and provide our customers with the service quality and on-time performance they expect.

During the first quarter we have continued to expand our customer base and replace revenues from the transitioned wholesale domestic east-west big box business in our intermodal segment. We improved the utilization of our equipment and increased equipment turns. We have also reduced the number of chassis we utilize by 20.7% since March 31, 2010. In addition, we have begun to see the benefits of our internally developed intermodal transportation management system which replaced the systems previously provided through an agreement with APL Limited. We are positioned to benefit from favorable trends in the intermodal market, the general improvement in freight activity and rising fuel costs, which generally lead to conversions of truckload freight to intermodal freight.

In our logistics segment, excluding the absence of military shipments in our international freight forwarding operations, ocean and air shipments have increased due to better economic conditions across the globe. The expansion of our international operations continues to capture more freight at origin points in order to take full advantage of our ability to provide integrated global door-to-door transportation and logistics solutions for our customers.

We have continued to see the benefits of our cost reduction initiatives begun in prior periods. These initiatives led to period-over-period reduction in selling, general and administrative (“SG&A”) expenses of 5.9% notwithstanding the continued expansion costs of $0.9 million associated with our international operations.

Our debt level remained low at March 31, 2011 with $15.7 million outstanding and interest expense decreased over 50% compared to the 2010 first quarter. Our credit facility entered into in December 2010 has lowered our interest rates and increased our flexibility by eliminating capital expenditure limitations and easing other restrictions. We have taken advantage of the increased flexibility under our credit facility by financing the strategic purchase on April 1, 2011 of 195 railcars pursuant to a purchase option under a lease agreement, which purchase we believe will decrease our future annual expense per railcar.

We expect the continued improvement in global economic conditions will drive demand for our services. However, the uncertain impact of the earthquake and tsunami in Japan could weaken the growth in the automotive business and higher fuel costs could depress consumer spending on retail goods, both of which could impact the pace of the economic recovery.

14

Use of Non-GAAP Financial Measures

From time to time in press releases regarding quarterly earnings, presentations and other communications, we may provide financial information determined by methods other than in accordance with GAAP. The non-GAAP measures include adjusted revenues, which exclude the impact of the transition of the east-west big box business from intermodal marketing companies (“IMCs”). Management uses the non-GAAP measures in its analysis of the Company’s performance and regularly reports such information to our Board of Directors. Management believes that presentations of financial performance excluding the impact of these revenues provides useful supplemental information that is essential to a proper understanding of the operating results of our core businesses as we continue to transform the Company’s operations, focus on network flows and integrate our intermodal operations and allow investors, management and our Board to more easily compare operating results from period to period. However, the use of any such non-GAAP financial information should not be considered in isolation or as a substitute for revenues, net income or loss, operating income or loss, cash flows from operations or other income or cash flow data prepared in accordance with GAAP or as a measure of our profitability or liquidity. These non-GAAP measures may not be comparable to those used by other companies.

15

Results of Operations

Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010

The following table sets forth our historical financial data by reportable segment for the three months ended March 31, 2011and March 31, 2010 (in millions).

	2011			2010			Change			% Change
Revenues
Intermodal	$	279.5		$	264.2		$	15.3			5.8	%
Logistics		79.0			99.8			(20.8	)		(20.8	)
Inter-segment elimination		(0.1	)		(0.3	)		0.2			(66.7	)
Total		358.4			363.7			(5.3	)		(1.5	)
Cost of purchased transportation and services and direct operating expenses
Intermodal		250.8			235.6			15.2			6.5
Logistics		65.6			87.6			(22.0	)		(25.1	)
Inter-segment elimination		(0.1	)		(0.3	)		0.2			(66.7	)
Total		316.3			322.9			(6.6	)		(2.0	)
Gross margin
Intermodal		28.7			28.6			0.1			0.3
Logistics		13.4			12.2			1.2			9.8
Total	$	42.1		$	40.8		$	1.3			3.2
Gross margin percentage
Intermodal		10.3	%		10.8	%		(0.5	) %
Logistics		17.0			12.2			4.8
Total		11.7	%		11.2	%		0.5	%
Selling, general & administrative expenses
Intermodal	$	19.2		$	21.8		$	(2.6	)		(11.9	)
Logistics		13.1			12.2			0.9			7.4
Corporate		4.2			4.8			(0.6	)		(12.5	)
Total		36.5			38.8			(2.3	)		(5.9	)
Depreciation and amortization
Intermodal		1.1			1.1			—			—
Logistics		0.5			0.3			0.2			66.7
Corporate		0.1			—			0.1			—
Total		1.7			1.4			0.3			21.4
Income (loss) from operations
Intermodal		8.4			5.7			2.7			47.4
Logistics		(0.2	)		(0.3	)		0.1			(33.3	)
Corporate		(4.3	)		(4.8	)		0.5			(10.4	)
Total		3.9			0.6			3.3			550.0
Interest (expense) income		(0.6	)		(1.3	)		0.7			(53.8	)
Income tax (benefit)		1.3			(0.2	)		1.5			(750.0	)
Net income (loss)	$	2.0		$	(0.5	)	$	2.5			(500.0	) %

16

Revenues. Revenues decreased $5.3 million, or 1.5%, from the 2011 period compared to the 2010 period. Excluding the impact of the transitioned east-west big box IMC business, revenues increased $4.9 million or 1.4%. The following table sets forth the change in revenue by reportable segment and the change in intermodal volumes during the 2011 period compared to the 2010 period (in millions).

							Adjusted 1/
				%						%
	Change			Change			Change			Change
Revenues:
Intermodal	$	15.3			5.8	%	$	25.5			10.0	%
Logistics	$	(20.8	)		(20.8	) %	$	(20.8	)		(20.8	) %
Intermodal Volume					(2.0	) %					1.6	%

1/ Results excluding the impact of the transitioned east-west big box IMC business on the intermodal segment. See discussion below.

Total intermodal revenue increased $15.3 million, or 5.8%, from the 2010 period to $279.5 million. Excluding the impact of the transitioned east-west IMC business, our intermodal revenues increased $25.5 million or 10.0%. This 10.0% period-over-period change in revenue is comprised of 3.9% volume growth, 6.9% of higher fuel surcharges and 1% of price increases, offset by a change in the mix within our network which reduced revenues by 1.8%. Our big box equipment turns increased from 1.6x in the 2010 period to 1.7x in the 2011 period, which reflects the right sizing of our equipment fleet and an improving balance of flows across the network.

Revenues in our logistics segment decreased $20.8 million, or 20.8%, in the 2011 period compared to the 2010 period. The decline is primarily due to the absence of the military freight forwarding business partially offset by increased revenues in our ocean and air shipping operations.

Cost of Purchased Transportation and Services and Direct Operating Expenses. Cost of purchased transportation and services and direct operating expenses decreased $6.6 million, or 2.0%, in the 2011 period compared to the 2010 period. Direct operating costs are only incurred in our intermodal segment.

The intermodal segment’s cost of purchased transportation and services and direct operating expense increased $15.2 million, or 6.5%, in the 2011 period compared to the 2010 period. The increase is primarily driven by customer mix and fuel costs, partially offset by reductions in our equipment fleet as a result of the fleet sharing arrangement with Union Pacific and our efforts to reduce equipment that was underutilized or obsolete. In connection with this equipment right sizing, we recognized $1.6 million of lease termination costs on certain containers and chassis in the 2011 period while minimal lease termination costs were incurred in the 2010 period.

Cost of purchased transportation and services in our logistics segment decreased $22.0 million, or 25.1%, in the 2011 period compared to the 2010 period. The decrease was due primarily to the absence of military shipments in the 2011 period, partially offset by the increase in international shipping volumes.

Gross Margin. Overall gross margin increased $1.3 million, or 3.2%, and our gross margin percentage (revenues less the cost of purchased transportation and services and direct operating expense divided by revenues) increased from 11.2% to 11.7 %. The gross margin for our intermodal segment increased by $0.1 million. The gross margin percentage for our intermodal segment decreased to 10.3% during the 2011 period compared to 10.8% in the 2010 period. The small increase in the gross margin and the decrease in the gross margin percentage primarily reflected the $1.6 million of lease termination costs incurred in the 2011 period to terminate leases on certain

17

containers and chassis as described above. Logistics segment gross margin increased $1.2 million, or 9.8%, and the gross margin percentage for our logistics segment increased from 12.2% in the 2010 period to 17% in the 2011 period. The increase in the gross margin was due to increased ocean and air shipments while the gross margin percentage increase was due to the absence of the low-margin military shipments in our international operations in the 2011 period.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased $2.3 million, or 5.9%, in the 2011 period compared to the 2010 period. The decrease was due primarily to the impact of cost reduction efforts taken in 2010 and continuing in 2011. A total of $0.3 million in severance costs were incurred during the 2011 period in the intermodal segment. A total of $1.4 million of severance costs were incurred during the 2010 period, $0.2 million in the intermodal segment, and $1.2 million in corporate. In July 2010, we implemented a new internally-developed transportation management system, which replaced the systems previously provided through an agreement with APL. Use of the new system resulted in a reduction in costs for the 2011 period of approximately $2.1 million. Partially offsetting these decreases was a 13 person increase in our average employment level, or 1.3%, in the 2011 period compared to the 2010 period due to our continued expansion of our international operations within our logistics segment. We estimate that the higher employment level increased expenses by approximately $0.9 million in the 2011 period compared to the 2010 period.

Depreciation and Amortization. Depreciation and amortization expenses increased $0.3 million, or 21.4%, in the 2011 period compared to the 2010 period due primarily to increased depreciation expense as a result of the transportation management and operations solution system implemented in 2010.

Income (Loss) From Operations. Income from operations increased $3.3 million from $0.6 million in the 2010 period to $3.9 million in the 2011 period.

Intermodal segment income from operations increased $2.7 million to $8.4 million in the 2011 period compared to income from operations of $5.7 in the 2010 period. The primary drivers of the improvement were increased retail and automotive business, improved equipment turns and our cost reduction activities taken in 2010 and continuing into 2011.

Logistics segment loss from operations decreased $0.1 million to $0.2 million in the 2011 period compared to a loss from operations of $0.3 million in the 2010 period. The improvement was due to increased international export volumes and cost reduction activities begun in 2010 and continuing into 2011.

Corporate expenses decreased $0.5 million from $4.8 million in the 2010 period compared to $4.3 million in the 2011 period. The decrease is primarily due to $1.2 million of severance expense in the 2010 period, partially offset by the higher bonus and incentive compensation costs in the 2011 period.

Interest Expense. Interest expense decreased $0.7 million in the 2011 period compared to the 2010 period. Interest expense is composed of interest paid on our debt and the amortization of deferred financing costs. The decrease reflects decreased deferred financing cost amortization of $0.3 million, coupled with lower interest rates in the 2011 period resulting from the 2010 Credit Agreement, and lower average borrowings compared to the 2010 period. The weighted average interest rate during the 2011 period was approximately 3.7% compared to 5.7% in the 2010 period.

Income Tax Expense (Benefit). We recorded income tax expense of $1.3 million in the 2011 period compared to an income tax benefit of $0.2 million in the 2010 period. The effective tax rate was 39.4% in the 2011 period and 39.2% in the 2010 period. The change in those estimated annual effective tax rates is primarily due to the change in the mix of income among the jurisdictions in which we do business.

Net income (loss). As a result of the foregoing, net income increased by $2.5 million from a net loss of $0.5 million in the 2010 period to net income of $2.0 million in the 2011 period.

18

Reconciliation of GAAP Revenues to Adjusted Revenues

For the Three Months Ended March 31, 2011 and March 31, 2010

(in millions)

	Three Months Ended March 31, 2011								Three Months Ended March 31, 2010									Adjusted
	GAAP					Adjusted			GAAP						Adjusted			Variance
	Results			Adjustments		Results			Results			Adjustments			Results			2011 vs 2010
Revenues:
Intermodal	$	279.5		$	—	$	279.5		$	264.2		$	(10.2	) 1/	$	254.0		$	25.5
Logistics		79.0			—		79.0			99.8			—			99.8			(20.8	)
Inter-segment elimination		(0.1	)		—		(0.1	)		(0.3	)		—			(0.3	)		0.2
	$	358.4		$	—	$	358.4		$	363.7		$	(10.2	)	$	353.5		$	4.9

1/ Transitioned east-west big box revenues from intermodal marketing companies.

19

Liquidity and Capital Resources

Cash provided by operating activities was $2.0 million and $0.5 million for the three month periods ended March 31, 2011 and March 31, 2010, respectively. The increase in cash provided by operating activities in the 2011 period was due primarily to the higher income from operations in the 2011 period partially offset by a decrease in cash provided by changes in working capital.

We had working capital of $36.5 million and $8.2 million at March 31, 2011 and 2010, respectively. The increase in 2011 is due primarily to the debt outstanding under our 2010 Credit Agreement being classified as a long-term debt under GAAP, combined with an increased level of accounts receivable and reduced accounts payable at March 31, 2011.

Cash flows used in investing activities were $1.2 million and $0.2 million for the three month periods ended March 31, 2011 and March 31, 2010, respectively.

The 2011 period cash capital expenditures included $0.9 million for enhancements to the internally developed transportation management and operations solutions system that replaced the systems previously provided by APL in the 2010 period and $0.3 million for normal computer replacement items.

The 2010 period capital expenditures included $1.7 million for the internally developed transportation management and operations solutions system that replaced the systems previously provided by APL and $1.0 million for normal computer hardware items. Also during the 2010 period, we entered into a sale leaseback arrangement for 4,000 53-ft containers and recorded, as a reduction of lease expense, a gain of $0.3 million and deferred an additional gain of $2.1 million which is being amortized over the lease term. During the 2010 period, we retired and sold primarily 48-ft. chassis in our intermodal segment for proceeds of $0.1 million.

Cash flows provided by financing activities were $2.3 million and $1.2 million for the three month periods ended March 31, 2011 and March 31, 2010, respectively.

During the 2011 period, the Company borrowed a net $2.3 million under our 2010 Credit Agreement. As of March 31, 2011, no capital leases were outstanding.

During the 2010 period, we borrowed a net $1.3 million under our prior credit facility, and repaid $0.1 million of capital lease obligations related to the SAP software project. The net book value of equipment under capital lease was $0.2 million at March 31, 2010.

As of March 31, 2011, $69.5 million was available under the 2010 Credit Agreement pursuant to the borrowing base formula set forth in the 2010 Credit Agreement.

The Company purchased 195 railcars on April 1, 2011 for $17.7 million pursuant to a purchase option under an operating lease agreement. The Company also anticipates exercising a purchase option on July 1, 2011 to purchase an additional 50 cars for $4.6 million. The primary source of funds for these purchases is additional borrowings under the 2010 Credit Agreement. Except for the foregoing, there were no material changes as of March 31, 2011 to our contractual obligations from those set forth the contractual obligations table in our 2010 Annual Report.

We believe that our cash, cash flow from operations and borrowings available under the 2010 Credit Agreement will be sufficient to meet our cash needs for at least the next twelve months.

20

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risk is affected primarily by changes in interest rates. Under our policies, we may use hedging techniques and derivative financial instruments to reduce the impact of adverse changes in interest rates.

We have market risk in interest rate exposure, primarily in the United States. We manage interest exposure through our floating rate debt. Interest rate swaps may be used from time to time to adjust interest rate exposure when appropriate based on market conditions. There were no swaps outstanding as of March 31, 2011.

Based upon the average variable interest rate debt outstanding during the three months ended March 31, 2011, a 100 basis point change in our variable interest rates would affect our pre-tax earnings by approximately $0.3 million on an annual basis.

As our foreign business expands, we will be subjected to greater foreign currency risk.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. We evaluated the effectiveness of the design and operation of our “disclosure controls and procedures” as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this report. This evaluation (the “disclosure controls evaluation”) was done under the supervision and with the participation of management, including our chief executive officer (“CEO”) and chief financial officer (“CFO”). Rules adopted by the SEC require that in this section of our Quarterly Report on Form 10-Q we present the conclusions of the CEO and the CFO about the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report based on the disclosure controls evaluation.

Objective of Controls. Our disclosure controls and procedures are designed so that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

Conclusion. Based upon the disclosure controls evaluation, our CEO and CFO have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that the foregoing objectives are achieved.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

21

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Information on legal proceedings is set forth in Note 5 to the Notes to Condensed Consolidated Financial Statements included in Part I of this report, which information is incorporated by reference herein.

ITEM 1A. RISK FACTORS.

Information on risk factors is set forth in “Managements’ Discussion and Analysis of Financial Condition and Results of Operations – Forward Looking Statements” in Part I-Item 2 of this Quarterly Report on Form 10-Q and in Part I – “Item 1A. Risk Factors” to the Company’s 2010 Annual Report. There have been no material changes from the risk factors previously described in Pacer’s 2010 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM  4. (Removed and Reserved).

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit No.	Description
3.1	Amendment dated April 28, 2011 to the Second Amended and Restated Charter of Pacer International, Inc.
10.1	Purchase and Sale Agreement dated March 31, 2011 between General Electric Railcar Services Corporation, Pacer International, Inc. and Pacer Stacktrain, Inc. for the purchase of railcars.
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Chief Executive Officer and Chief Financial Officer, 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, but not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we explicitly incorporate it by reference.

22

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.

		PACER INTERNATIONAL, INC.
Date: May 4, 2011			By:	/s/ Daniel W. Avramovich
		Chairman and Chief Executive Officer
			(Principal Executive Officer)
Date: May 4, 2011			By:	/s/ John J. Hafferty
	Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

23

PACER INTERNATIONAL, INC. AND SUBSIDIARIES

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amendment dated April 28, 2011 to the Second Amended and Restated Charter of Pacer International, Inc.
10.1	Purchase and Sale Agreement dated March 31, 2011 between General Electric Railcar Services Corporation, Pacer International, Inc. and Pacer Stacktrain, Inc. for the purchase of railcars.
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

24

EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT

TO THE SECOND AMENDED AND RESTATED CHARTER

OF

PACER INTERNATIONAL, INC.

Pursuant to the provisions of Section 48-20-103 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its Second Amended and Restated Charter:

1. The name of the corporation is: Pacer International, Inc.

2. Section 12 of the charter is hereby deleted in its entirety and replaced with the following:

“12. Business Combinations. The Corporation shall not engage in any “business combination” (as hereinafter defined), or vote, consent, or otherwise act to authorize a subsidiary of the Corporation to engage in a business combination, with, with respect to, proposed by or on behalf of, or pursuant to any agreement, arrangement or understanding (whether or not in writing) with any “related person” (as hereinafter defined) or any “affiliate” or “associate” (as hereinafter defined) of a related person unless:

(a) the business combination or the transaction which resulted in the shareholder becoming a related person is approved by the board of directors of the Corporation prior to the acquisition by such related person of the beneficial ownership of 10% or more of the outstanding voting stock of the Corporation; or

(b) a five (5) year period, commencing with the date the related person acquired beneficial ownership of 10% or more of the outstanding voting stock of the Corporation, has expired and the business combination is thereafter approved by the affirmative vote of the holders of seventy-five percent (75%) of the outstanding voting stock not beneficially owned by the related person or its affiliates or associates at a properly called shareholders’ meeting; or

(c) a five (5) year period, commencing with the date the related person acquired beneficial ownership of 10% or more of the outstanding voting stock of the Corporation, has expired and all of the following conditions are satisfied:

(i) the aggregate amount of cash and market value of the property, securities or other consideration to be received per share by holders of each outstanding class or series of shares of the Corporation in the business combination is not less than the highest of (i) the highest per share price (including brokerage commissions, transfer taxes and soliciting dealers’ fees), paid by such related person in acquiring any shares of the same class or series within the five-year period immediately prior to (y) the announcement date with respect to such business combination or (z) the date of the transaction in which the related person acquired beneficial ownership of 10% or more of the outstanding voting stock of the Corporation, whichever is higher; plus, in either case, interest compounded annually from the

earliest date on which such highest per share acquisition price was paid through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash per share since such earliest date, up to the amount of such interest; (ii) the highest preferential amount per share to which the holders of shares of such class or series of shares are entitled in the event of any liquidation, dissolution or winding up of the Corporation, plus the aggregate amount of any dividends declared or due as to which such holders are entitled prior to payment of dividends on some other class or series of shares (unless the aggregate amount of such dividends is included in such preferential amount); or (iii) the market value per share of each class or series of shares on the announcement date with respect to such business combination or on the date the related person acquired beneficial ownership of 10% or more of the outstanding voting stock of the Corporation, whichever is higher; plus interest compounded annually from such date through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash per share on each class or series of shares since such date, up to the amount of such interest; and

(ii) the consideration to be received by holders of a particular class or series of outstanding shares of the Corporation in the business combination is in cash or in the same form as the related person used to acquire the largest number of shares of such class or series of shares previously acquired by the related person and such consideration shall be distributed as soon as practical; and

(iii) the holders of all outstanding shares of each class or series of shares of the Corporation not beneficially owned by the related person immediately prior to the consummation of the business combination (except those who may perfect their rights of dissent) are entitled to receive in the business combination cash or other consideration for such shares in compliance with Section 12(c)(i) and Section 12(c)(ii); and

(iv) after becoming a related person and prior to the consummation of such business combination such related person shall not have become the beneficial owner of any additional shares of capital stock of the Corporation (except as part of a transaction which resulted in the shareholder becoming a related person, upon compliance with the provisions of this Section 12 or as a result of a pro rata share dividend, stock split, or other distribution of shares in respect of shares not constituting a business combination); or

(d) if the board of directors of the Corporation determines that a shareholder became a related person inadvertently, and as soon as practicable divests itself of a sufficient number of shares of the Corporation so that such related person is no longer the beneficial owner, directly or indirectly, of 10% or more of the outstanding voting stock of the Corporation.

For purposes of this Section:

(i) The term “business combination” shall mean (a) any merger, share exchange or consolidation of the Corporation or any subsidiary with or into a related person or any of its affiliates or associates, (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one or more transactions) of all or any “substantial part” (as defined below) of the assets of the Corporation or any subsidiary, to, with or proposed by or on behalf of, a related person or any of its affiliates or associates, (c) the issuance or transfer by the Corporation of any securities of the Corporation or any subsidiary (in one or more transactions) to a related person or any of its affiliates or associates (other than pursuant to the exercise of warrants or rights to purchase securities, a pro rata dividend or distribution, or the conversion of convertible securities issued prior to the date the related person became a related person), (d) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or any reincorporation of the Corporation in another state or jurisdiction, proposed by or on behalf of, or pursuant to any agreement, arrangement or understanding (whether or not in writing) with, a related person or any of its affiliates or associates, (e) any transaction (whether or not with or into or otherwise involving a related person or any of its affiliates or associates), proposed by or on behalf of, or pursuant to any agreement, arrangement or understanding (whether or not in writing) with a related person or any of its affiliates or associates which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of shares or securities convertible into shares entitled to vote or securities that are exchangeable for, convertible into, or carry a right to acquire shares entitled to vote, of the Corporation or any subsidiary which are, directly or indirectly, owned or controlled by the related person or its affiliates or associates, except as a result of immaterial changes due to fractional share adjustments, or (f) any loans, advances, guarantees, pledges, financial assistance, security arrangements, restrictive covenants or any tax credits or other tax advantages provided by, through or to the Corporation or any subsidiary as a result of which a related person or any of its affiliates or associates receives a benefit, directly or indirectly, except proportionately as a shareholder of the Corporation.

(ii) The term “control” shall have the meaning set forth in Section 48-103-203(8) of the Act.

(iii) The term “market value” shall have the meaning set forth in Section 48-103-203(12) of the Act.

(iv) The term “related person” shall mean and include any individual, domestic or foreign corporation, partnership (general or limited), syndicate, joint venture, trust, estate, association or other person or entity which (a) together with its “affiliates” and “associates” (as defined in Section 48-103-203 of the Act), is the “beneficial owner” (as defined in Section 48-103-203(4) of the Act) of, in the aggregate ten percent (10%) or more of the voting power of any class or series of

the then outstanding voting stock of the Corporation, or (b) is an affiliate or associate of the Corporation and at any time within the five-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of any class or series of the then outstanding stock of the Corporation.

(v) The terms “subsidiary” or “subsidiaries” shall have the meaning set forth in Section 48-103-204(18) of the Act.

(vi) The term “substantial part” shall mean assets having an aggregate market value equal to at least ten percent (10%) of the (a) aggregate market value of all the assets of the Corporation (on a consolidated basis), (b) aggregate market value of all the outstanding shares of the Corporation or (c) the net income of the Corporation (on a consolidated basis).

(vii) The term “voting stock” shall have the meaning set forth in Section 48-103-204(19) of the Act.

3. The amendment was duly adopted by the shareholders on April 26, 2011 and by the board of directors on February 9, 2011.

4. These Articles of Amendment will be effective when filed with the Secretary of State.

Date: April 28, 2011.

PACER INTERNATIONAL, INC.
By:	/s/ Lisa Ormand Taylor

Name: Lisa Ormand Taylor

Title:   Secretary

EX-10.1

Exhibit 10.1

Execution Copy

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (as amended, the “Agreement”) is made as of this 31st day of March, 2011, by and among GENERAL ELECTRIC RAILCAR SERVICES CORPORATION, a corporation organized under the laws of the State of Delaware (“Seller”), PACER INTERNATIONAL, INC., a corporation organized under the laws of the State of Tennessee (“Assignor”), and PACER STACKTRAIN, INC., a corporation organized under the laws of the State of Tennessee (“Buyer”). Seller is the owner of certain items of railroad rolling stock, which Buyer desires to purchase and Seller desires to sell.

RECITALS

WHEREAS, Seller has leased certain railcars to Assignor, Buyer’s parent corporation, pursuant to

(a) Equipment Schedule No. 2 dated as of January 2, 2001 between Seller and Assignor (“Equipment Schedule 2”); and

(b) Equipment Schedule No. 3 dated as of January 2, 2001 between Seller and Assignor (“Equipment Schedule 3”);

each of which incorporates by reference that certain Railcar Lease Agreement dated as of January 2, 2001 between Seller, as successor in interest to LaSalle National Leasing Corporation, and Assignor, which Railcar Lease Agreement includes Rider No. 1 dated as of January 2, 2001 between Seller, as successor in interest to LaSalle National Leasing Corporation, and Assignor and Rider No. 2 dated as of January 2, 2001 between Seller, as successor in interest to LaSalle National Leasing Corporation, and Assignor (collectively, as amended, the “Leases”);

WHEREAS, Buyer wishes to purchase from Seller, and Seller wishes to sell to Buyer, the railcars that are subject to the Leases;

Now, therefore, for and in consideration of the premises and the mutual representations, warranties and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, Buyer and Seller hereby agree as follows:

1. PURCHASE AND SALE OF ASSETS

1.1 Assignor hereby assigns, transfers and delivers to Buyer all of Assignor’s rights under the Leases to purchase the Railcars (as defined below) from Seller and to be named as the buyer in Seller’s bills of sale for the Railcars; provided, however, that Assignor shall remain

1

liable for any obligations arising under the Leases, including but not limited to rent and indemnity obligations, incurred or accrued prior to the Closing, and further provided that the assignment in this Section 1.1. shall be null and void in the event that the transaction contemplated in Section 1.3 does not occur on the Closing Date.

1.2 Seller hereby consents to the assignment in Section 1.1.

1.3 The Transaction. At the Closing (as hereinafter defined), subject to the terms and conditions hereof, Seller shall sell, transfer and deliver to Buyer, and Buyer shall purchase and accept from Seller, all right, title and interest of Seller, both legal and equitable, in, to or arising from the Purchased Assets (as hereinafter defined).

1.4 Purchased Assets. The “Purchased Assets” are collectively the railcars subject to any of the Leases (such railcars hereinafter collectively referred to as the “Railcars” and individually as a “Railcar”), excluding any railcars previously subject to any of the Leases that on or prior to the date hereof (as hereinafter defined) have been destroyed, damaged beyond economic repair (in accordance with the provisions of Rule 107 of the Interchange Rules of the Association of American Railroads), lost, stolen or requisitioned by governmental authority (hereinafter “Casualty Railcars”). Assignor, Buyer and Seller acknowledge that, to the best knowledge of each party, there are currently One-Hundred Forty-Six (146) Railcars, which includes Eighty-Nine (89) Railcars under Equipment Schedule 2 and Fifty-Seven (57) Railcars under Equipment Schedule 3 each as listed on Schedule 1 to this Agreement.

2. PURCHASE PRICE; PAYMENT; PURCHASE PRICE ADJUSTMENTS

2.1 Purchase Price. The purchase price to be paid by Buyer for the Railcars shall be an amount in immediately available United States funds equal to Thirteen Million, Two Hundred Twenty-Five Thousand Seven Hundred Ninety-Four Dollars and Seventy-Five Cents ($13,225,794.75) (which amount is determined based on a price of $90,588.66 per Railcar under Equipment Schedule 2 and $90,586.03 per Railcar under Equipment Schedule 3 (the “Purchase Price”). No portion of the monthly rental paid or payable by Assignor or Buyer with respect to any of the Railcars will be credited against the Purchase Price. If after the date of Closing it is determined that any Railcar purchased by Buyer was a Casualty Railcar (and such Casualty arose prior to the Closing Date), then Seller shall refund to Buyer $90,588.66 for each such Casualty Railcar under Equipment Schedule 2 and $90,586.03 for each such Casualty Railcar under Equipment Schedule 3.

2.2 Taxes. All federal, state and local sales, use, stamp, transfer, license, documentary or other similar taxes, fees or duties (including, without limitation, any penalties, interest or expenses with respect thereto) arising out of the Transaction, including without limitation from the sale, use, payment, shipment, delivery or transfer of title as provided hereunder but excluding any taxes, fees or duties calculated by reference to Seller’s net income (“Taxes”) shall be the responsibility of Buyer. If Seller receives a claim or other communication from any taxing authority with respect to any Tax for which Buyer or Assignor would be liable under this Section 2.2, Seller shall give Buyer or Assignor prompt written notice thereof, and if requested by Buyer or Assignor, Seller will, at Buyer’s or Assignor’s expense, take such action

2

as Buyer or Assignor may reasonably request with respect to such claim, and any payment by Seller of such Tax will be made under protest, if protest is necessary and proper; provided however that the failure to provide such notice shall not release the Buyer or Assignor from any of its obligations under this Agreement except to the extent the Buyer or Assignor is actually prejudiced by such failure. If payment of the Tax is made, Seller will, at Buyer’s or Assignor’s expense, take such action as Buyer or Assignor may reasonably request to recover such payment and will, if reasonably requested, permit Buyer or Assignor (in Seller’s name) to file a claim or bring an action to recover such payment. If and to the extent that Seller receives a refund or recovery of any such Tax, Seller will pay promptly to Buyer or Assignor the amount of such refund plus any interest thereon received by Seller.

3. THE CLOSING AND TRANSFER OF RAILCARS

3.1 Closing. The “Closing” for the purchase and sale of the Railcars described in Section 1.1 (the “Transaction”) is defined as the time when the conditions precedent to closing, the exchange of relevant documents, and the payment of the Purchase Price have all been completed. The date on which the Closing actually occurs shall be defined as the “Closing Date”, and will take place on April 1, 2011. Delivery of signed agreements may occur by fax, email transmission or overnight courier. In the event the Closing does not occur on April 1, 2011, this Agreement shall become null and void.

3.2 Conditions Precedent to Closing by Buyer. The obligation of Buyer to consummate the Transaction is subject to the satisfaction of all of the following conditions precedent, in each case to the satisfaction of Buyer:

(a) This Agreement. Seller and Assignor shall have executed and delivered this Agreement to Buyer.

(b) Bill of Sale. Seller shall have executed and delivered to Buyer a Bill of Sale for the Railcars in the form of Exhibit A hereto (the “Bill of Sale”).

(c) Absence of Default. On the Closing Date, no Default (as such term is defined in the Leases) shall have occurred and then be continuing.

3.3 Conditions Precedent to Closing by Seller. The obligation of Seller to consummate the Transaction is subject to the satisfaction of all of the following conditions precedent, in each case to the satisfaction of Seller:

(a) This Agreement. Buyer and Assignor shall have executed and delivered this Agreement to Seller.

3

(b) Purchase Price, Seller shall have received from Buyer the Purchase Price for the Railcars by wire transfer to GENERAL ELECTRIC RAILCAR SERVICES CORPORATION at Bankers Trust Company, 4 Albany Street, New York, NY 10006.

3.4 Transaction Timing. The time the Transaction occurs on the Closing Date shall be the “Effective Time.” Buyer, Assignor and Seller agree that no party shall accrue any further obligations arising under the Leases after the Effective Time; provided that nothing herein shall constitute (a) a waiver or forgiveness of any amounts payable by Assignor under the Leases with respect to the Railcars for events or circumstances arising through the Effective Time, including without limitation rental payments owing through the Effective Time, or (b) any waiver, reduction or forgiveness of the Leases (or any portion thereof) with respect to the railroad equipment subject thereto other than the Railcars. Notwithstanding the foregoing, indemnification claims as provided or permitted in the Leases with respect to events or circumstances occurring to any of the Railcars prior to the Effective Time shall be governed by the indemnity provisions of the Leases, even if any such claim is brought subsequent to the Effective Time. Nothing in this Agreement shall alter the parties’ rights or obligations under Equipment Schedule No. 4, dated January 2, 2001, between Seller and Assignor.

3.5 Waiver. Each party hereto may waive in writing any of the conditions precedent specified for such party above; provided, however, that such waiver shall not be deemed to constitute the relinquishment by such party of any claim against the other party hereto subsequent to the Closing for the breach of any representation, warranty or covenant with respect to which such waiver is given.

4. ALLOCATION OF REVENUES AND EXPENSES

Notwithstanding anything contained in this Agreement to the contrary, all current property taxes with respect to each of the Railcars that are due shall be prorated between the Seller and Assignor as of the Closing Date.

5. WARRANTY OF SELLER.

AS OF THE CLOSING DATE, SELLER WARRANTS THAT IT IS HEREBY CONVEYING WHATEVER TITLE IN THE RAILCARS WAS ORIGINALLY CONVEYED TO SELLER, AND THAT THE RAILCARS ARE FREE AND CLEAR OF ALL CLAIMS, LIENS, ATTACHMENTS, RIGHTS OF OTHERS OR LEGAL PROCESSES CREATED BY OR THROUGH SELLER. THIS WARRANTY SHALL SURVIVE THE DELIVERY OF THE RAILCARS AND THE BILL OF SALE.

4

6. DISCLAIMER OF WARRANTY

THE PURCHASED ASSETS ARE TRANSFERRED “AS IS” “WHERE IS”. EXCEPT AS SET FORTH IN SECTION 5 OF THIS AGREEMENT, SELLER DOES NOT MAKE AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER AS TO THE VALUE, CONDITION, DESIGN, OPERATION, TITLE TO, MERCHANTABILITY, FITNESS FOR USE OR FOR A PARTICULAR PURPOSE, MAINTENANCE OR MARKETABILITY OF ANY PURCHASED ASSET OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN, OR THE ABSENCE OF ANY DEFECT IN, ANY PURCHASED ASSET, OR ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

7. INDEMNITY OF BUYER. Buyer shall indemnify and hold Seller harmless from and against any and all costs, claims, liabilities, loss and causes of action, including but not limited to attorneys’ and paralegal fees (collectively, the “Seller’s Claims”) arising from events occurring on the Closing Date or at any time thereafter, with respect to the condition, repair, leasing, sale, operation, utility, use, cleaning, destruction, scrapping, ownership or management of the Purchased Assets, including without limitation any liability arising from the transportation, storage or release from any of the Purchased Assets of any substance. Upon payment of such indemnity, Buyer shall be subrogated to Seller’s rights against any third parties respecting such Seller’s Claims, and Seller shall cooperate with Buyer in all reasonable respects to enable Buyer to obtain the benefits of such subrogation. Buyer’s obligations under this Section 7 shall survive any sale or other transfer of any of the Transferred Assets to any other party.

8. FURTHER ASSURANCES AND ACTIONS

8.1 Acts. Seller shall make, do and execute or cause to be made, done and executed, in any case at Buyer’s expense, all such further reasonable acts, deeds and assurances as Buyer or Buyer’s counsel may, at any time or from time to time, deem requisite for more effectively conveying the Railcars to Buyer as aforesaid and according to the intent and meaning of this Agreement.

8.2 Execution of Documents. Without limiting the generality of the foregoing, Seller shall execute all documents for each Railcar as may be required under the Rules of the Association of American Railroads, and as provided by Buyer, necessary to transfer the Railcars to Buyer, it being understood that the execution of any such document or certificate shall not be deemed to constitute any warranty or representation with respect to the Railcars.

9. COMPLIANCE WITH APPLICABLE LAW

The Buyer shall for so long as any of the Purchased Assets operate in interchange service, cause all such Purchased Assets to comply with all applicable provisions of applicable federal, state, provincial and local laws, regulations, rules, orders and other requirements in any pertinent jurisdiction (“Applicable Laws”) and the AAR Interchange Rules.

5

10. DELIVERY

The Railcars shall be deemed delivered to Buyer on the applicable Closing Date in such jurisdictions and places as the Railcars shall then be located. Transfer of title of the Railcars will occur upon delivery to Buyer on the Closing Date at the location of each Railcar as determined by both parties.

11. RECORDS

As soon as practicable after the Closing Date, Seller shall furnish Buyer with those documents in the possession of Seller, if any, as Buyer may reasonably request and as are reasonably necessary for the administration of the applicable Purchased Assets, including, without limitation, mechanical records, maintenance records and car drawings.

12. SURVIVAL

The representations and warranties herein contained shall be deemed remade as of the Closing with respect to the Purchased Assets and shall survive such Closing. Any provision that is not by its terms limited to the period prior to Closing shall survive the Closing.

13. SUCCESSORS AND ASSIGNS

This Agreement shall inure to the benefit of and be binding upon, and be enforceable by the parties hereto, and their respective successors, administrators and assigns.

14. SEVERABILITY

Any term, condition or provision of this Agreement that is, or is deemed to be, void, prohibited or unenforceable in any jurisdiction is, as to such jurisdiction, severable herefrom, and is ineffective to the extent of such avoidance, prohibition and unenforceability without in any way invalidating the remaining terms, conditions and provisions hereof. Any such avoidance, prohibition and unenforceability in any jurisdiction does not invalidate or render unenforceable such term, condition or provision in any other jurisdiction.

15. HEADINGS

The article, section and paragraph headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

16. WAIVERS

This Agreement shall not be waived, altered, modified, amended, supplemented or terminated in any manner whatsoever except by written instrument signed by Buyer, Assignor and Seller, and such alteration, modification, amendment, supplement or termination shall only be effective in the specific instance and for the specific purpose given.

6

17. GOVERNING LAW

THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF ILLINOIS, SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, THE INTERNAL LAWS OF SUCH STATE WITHOUT REFERENCE TO CONFLICT OF LAWS, AND THIS AGREEMENT SHALL BE DEEMED IN ALL RESPECTS TO BE A CONTRACT OF SUCH STATE. SELLER AND BUYER HEREBY CONSENT TO THE JURISDICTION OF THE COURTS OF SUCH STATE AND THE FEDERAL COURTS SITUATED IN SUCH STATE, EXPRESSLY WAIVING TO ANY OTHER JURISDICTION THAT MAY CORRESPOND TO THEM BY REASON OF THEIR PRESENT OR THEIR FUTURE DOMICILE OR ANY OTHER REASON.

18. NOTICES

All notices, claims, requests and other communications under this Agreement shall be in writing and shall be deemed received three business days after being sent via a reputable overnight courier in a manner to cause delivery on the following day. The addresses for notice, unless changed by notice in accordance herewith, are as follows:

If to Seller:

General Electric Railcar Services Corporation

161 North Clark Street

Chicago, IL 60601

Attn: General Counsel

If to Buyer:

Pacer Stacktrain, Inc.

6805 Perimeter Drive

Dublin, Ohio 43016

Attn: Treasurer

If to Assignor:

Pacer International, Inc.

6805 Perimeter Drive

Dublin, Ohio 43016

Attn: Treasurer

19. ENTIRE AGREEMENT

This Agreement, the Schedules and Exhibits hereto contains the entire agreement and understanding among the parties hereto with respect to the subject matter contained herein and supersedes all prior agreements, understanding and representations, oral or written.

7

20. COUNTERPARTS

This Agreement may be executed in any number of counterparts, but all of such counterparts together shall constitute one and the same agreement.

8

IN WITNESS WHEREOF, Seller, Assignor and Buyer have executed this Agreement as of the day and year first hereinabove set forth.

BUYER:		SELLER:
PACER STACKTRAIN, INC.		GENERAL ELECTRIC RAILCAR SERVICES CORPORATION
By:	/s/ John J. Hafferty	By:	/s/ Michelle De Mita
Name:	John J. Hafferty	Name:	Michelle De Mita
Title:	CFO	Title:	Vice President
ASSIGNOR:
PACER INTERNATIONAL, INC.
By:	/s/ John J. Hafferty
Name:	John J. Hafferty
Title:	CFO

9

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to

Rules 13a-14(a) and 15d-14(a) under the Securities

Exchange Act of 1934, as amended

I, Daniel W. Avramovich, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Pacer International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2011

/s/ Daniel W. Avramovich

Daniel W. Avramovich

Chairman, and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to

Rules 13a-14(a) and 15d-14(a) under the Securities

Exchange Act of 1934, as amended

I, John J. Hafferty, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Pacer International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2011

/s/ John J. Hafferty

John J. Hafferty

Executive Vice President, and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Pacer International, Inc. (the “Company”), on Form 10-Q for the fiscal quarter ended March 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Daniel W. Avramovich, Chief Executive Officer of the Company and John J. Hafferty, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Daniel W. Avramovich

Daniel W. Avramovich

Chief Executive Officer

May 4, 2011

/s/ John J. Hafferty

John J. Hafferty

Chief Financial Officer

May 4, 2011

A signed original of this written statement required by Section 906 has been provided to Pacer International, Inc. and will be retained by Pacer International, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.