8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July 28, 2011

PACER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Commission file number 000-49828

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

6805 Perimeter Drive

Dublin, OH 43016

Telephone Number (614) 923-1400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. Results of Operations and Financial Condition

On July 28, 2011, Pacer International, Inc. issued a press release announcing its second quarter and year-to-date 2011 results. The press release is attached hereto as Exhibit 99.1.

The information set forth under this “Item 2.02. Results of Operations and Financial Condition,” including the Exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing, except as otherwise expressly stated in such filing.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of Pacer International, Inc. dated July 28, 2011 (furnished pursuant to Item 2.02).

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 hereunto duly authorized.

	PACER INTERNATIONAL, INC.
	A Tennessee Corporation
Dated: July 28, 2011	By: /s/ John J. Hafferty
	Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

EXHIBIT NUMBER
99.1	Press Release of Pacer International, Inc. dated July 28, 2011 (furnished pursuant to Item 2.02).

EX-99.1

Exhibit 99.1

Pacer International Reports Three-fold Increase in Second Quarter Earnings

DUBLIN Ohio, July 28, 2011 (BUSINESS WIRE) –Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three and six month periods ended June 30, 2011.

SECOND QUARTER RESULTS

• Revenues were $386.3 million. Excluding revenues from the transitioned east-west big box business during 2010, intermodal revenues improved by $27.2 million or 9.8%;

• Gross margin percentage improved to 12.0% in the 2011 period compared to 11.2% in the 2010 period;

• Selling, general and administrative expenses decreased $3.2 million or 8%;

• Income from operations increased $4.3 million or 134% to $7.5 million;

• Operating margin percentage improved to 1.9% in the 2011 period compared to 0.8% in the 2010 period;

• Net income increased by $2.8 million to $4.2 million; and

• Earnings per share increased by $0.08 to earnings per share of $0.12 in 2011.

(In millions, except for per share data)

	2011						2010
	Q1			Q2			Q2
Revenue	$	358.4		$	386.3		$	401.0
Gross margin	$	42.1		$	46.3		$	44.8
Gross margin %		11.7	%		12.0	%		11.2	%
SG&A	$	36.5		$	37.0		$	40.2
Income from operations		3.9			7.5			3.2
Operating margin %		1.1	%		1.9	%		0.8	%
Net income		2.0			4.2			1.4
Earnings per share	$	0.06		$	0.12		$	0.04

“We continued on the track of improved sustainable profitability as our earnings per share increased to $0.12 for the quarter and to $0.18 year-to-date. Our continued focus on growth and leveraging our SG&A has resulted in our positive financial results to date,” said John J. Hafferty, CFO of Pacer.

A tabular reconciliation detailing the adjustments made to arrive at the adjusted financial results set forth above and elsewhere in this press release from financial results determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”) is contained in the reconciliation schedules attached to this press release. Significant items affecting comparability between periods are adjusted revenues for 2010, which exclude the revenues from the transitioned east-west big box business from intermodal marketing companies (IMCs).

YEAR-TO-DATE RESULTS

• Revenues were $744.7 million. Excluding revenues from the transitioned east-west big box business during 2010, intermodal revenues improved by $52.7 million or 9.9%;

• Gross margin percentage increased to 11.9% in the 2011 period compared to 11.2% in the 2010 period;

• Selling, general and administrative expenses decreased $5.5 million or 7%;

• Income from operations increased by $7.6 million or tripled to $11.4 million;

• Operating margin percentage improved to 1.5% in the 2011 period compared to 0.5% in the 2010 period;

• Net income increased $5.3 million to $6.2 million; and

• Earnings per share increased by $0.15 to earnings per share of $0.18 in 2011.

(In millions, except for per share data)

	2011 Year-to-Date			2010 Year-to-Date
Revenue	$	744.7		$	764.7
Gross margin	$	88.4		$	85.6
Gross margin %		11.9	%		11.2	%
SG&A	$	73.5		$	79.0
Income from operations		11.4			3.8
Operating margin %		1.5	%		0.5	%
Net income		6.2			0.9
Earnings per share	$	0.18		$	0.03

“The significant improvement in operating income is a nice reflection of the strides we have made in three areas including delivery of excellent service, capacity allocation decision processes, and cost controls,” said Daniel W. Avramovich, chairman and CEO of Pacer. “We also would like to recognize the hard work and dedication of our employees for their focus on serving our customers and our Company. The fruits of their efforts are resident within our improved operating results.”

2011 GUIDANCE

Given our year-to-date results, we believe it is appropriate to provide updated guidance for the full year of 2011. As a result of our improved margin results, we are increasing our earnings per share guidance by approximately 25%, and now expect earnings per share to range between $0.32 and $0.37 per share. We expect revenues in 2011 to range between $1.500 billion and $1.525 billion.

CONFERENCE CALL TODAY Pacer International will hold a conference call for investors, analysts, business and trade media, and other interested parties at 8:30 a.m. ET, today (Thursday, July 28, 2011). To participate, please call five minutes early by dialing (800) 288-8960(in USA) and ask for “Pacer International 2nd Quarter Earnings Call.” International callers can dial (612) 332-0342.

An audio-only, simultaneous Webcast of the live conference call can be accessed through the Investors link on the company’s website at www.pacer.com. For persons unable to participate in either the conference call or the Webcast, a digitized replay will be available from July 28, 2011 at 11:00 a.m. ET to August 28, 2011 at 11:59 p.m. ET. For the replay, dial (800) 475-6701(USA) or (320) 365-3844 (international), using access code 209929. During such period, the replay also can be accessed through the Investors link on the company’s website at www.pacer.com

ABOUT PACER INTERNATIONAL (www.pacer.com)

Pacer International, a leading asset-light North American freight transportation and logistics services provider, offers a broad array of services to facilitate the movement of freight from origin to destination through its intermodal and logistics operating segments. The intermodal segment offers container capacity, integrated local transportation services, and door-to-door intermodal shipment management. The logistics segment provides truck brokerage, warehousing and distribution, international freight forwarding, and supply-chain management services. For more information on Pacer International visit www.pacer.com.

SOURCE: Pacer International, Inc.

USE OF NON-GAAP FINANCIAL MEASURES: This press release contains “non-GAAP financial measures” as defined by the Securities and Exchange Commission. These non-GAAP measures are adjusted revenues, which exclude the impact of the transition of the east-west big box IMC business in 2010. Non-GAAP measures are used by management and the Board of Directors in their analysis of the company’s ongoing core operating performance. Management believes that the non-GAAP financial measures provide useful supplemental information that is essential to a proper understanding of the operating results of the company’s core businesses and allows investors to more easily compare operating results from period to period. A tabular reconciliation of the differences between the non-GAAP financial information discussed in this release and the most directly comparable financial information calculated and presented in accordance with GAAP is contained in the financial summary statements attached to this press release.

CERTAIN FORWARD-LOOKING STATEMENTS—This press release contains or may contain forward-looking statements, including earnings per share and revenue guidance for fiscal year 2011, 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. These forward-looking statements are based on the company’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions. Among the important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are general economic and business conditions including 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, motor,

ocean and air transportation providers; changes resulting from our November 2009 arrangements with Union Pacific that have reduced revenues and have compressed margins; changes in the terms of new or replacement contracts with our 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 2011 which continues to apply to our automotive and international lines of business, and our legacy contract with CSX, expiring in 2014); our reliance on Union Pacific to provide us with, and to service and maintain, the equipment 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; increases in interest rates; 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; changes in, or the failure to comply with, government regulation; 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 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; difficulties in 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. Additional information about these and other factors that could affect the company’s business is set forth in the company’s various filings with the Securities and Exchange Commission, including those set forth in the company’s annual report on Form 10-K for the year ended December 31, 2010 filed with the SEC on February 24, 2011. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believed, expected or intended. Except as otherwise required by federal securities laws, the company does not undertake any obligation to update such forward-looking statements whether as a result of new information, future events or otherwise.

####

INVESTOR CONTACT:

Pacer International, Inc.

Steve Markosky, 614-923-1703

VP Investor Relations & Financial Planning & Analysis

steve.markosky@pacer.com

MEDIA CONTACT:

Princeton Partners

Erin Bijas

Senior Account Manager, Public Relations

(609) 452-8500 x118; 732-895-0792 (mobile)

ebijas@princetonpartners.com

Pacer International, Inc.

Unaudited Condensed Consolidated Balance Sheet

(in millions)

	June 30, 2011			December 31, 2010
Assets
Current assets
Cash and cash equivalents	$	3.4		$	4.2
Accounts receivable, net		152.1			152.5
Prepaid expenses and other		12.8			15.4
Deferred income taxes		6.8			6.3
Assets held for sale		17.7			—
Total current assets		192.8			178.4
Property and equipment
Property and equipment, cost		97.0			97.4
Accumulated depreciation		(53.6	)		(53.7	)
Property and equipment, net		43.4			43.7
Other assets
Deferred income taxes		20.2			24.3
Other assets		15.3			15.5
Total other assets		35.5			39.8
Total assets	$	271.7		$	261.9
Liabilities & Equity
Current liabilities
Book overdraft	$	1.9		$	2.7
Accounts payable and other accrued liabilities		138.2			144.8
Total current liabilities		140.1			147.5
Long-term liabilities
Bank borrowings		24.5			13.4
Other		1.5			2.5
Total long-term liabilities		26.0			15.9
Total liabilities		166.1			163.4
Stockholders’ equity
Common stock		0.4			0.4
Additional paid-in-capital		303.3			302.5
Accumlated deficit		(197.9	)		(204.1	)
Accumulated other comprehensive loss		(0.2	)		(0.3	)
Total stockholders’ equity		105.6			98.5
Total liabilities and stockholders’ equity	$	271.7		$	261.9

Pacer International, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in millions, except share and per share data)

	Three Months Ended						Six Months Ended
	June 30, 2011			June 30, 2010			June 30, 2011			June 30, 2010
Revenues	$	386.3		$	401.0		$	744.7		$	764.7
Operating Expenses:
Cost of purchased transportation and services		315.5			332.0			607.8			631.6
Direct operating expense (excluding depreciation)		24.5			24.2			48.5			47.5
Selling, general and administrative expenses		37.0			40.2			73.5			79.0
Depreciation and amortization		1.8			1.4			3.5			2.8
Total operating expenses		378.8			397.8			733.3			760.9
Income from operations		7.5			3.2			11.4			3.8
Interest expense, net		(0.7	)		(1.2	)		(1.3	)		(2.5	)
Income before income taxes		6.8			2.0			10.1			1.3
Income tax expense		2.6			0.6			3.9			0.4
Net income	$	4.2		$	1.4		$	6.2		$	0.9
Earnings per share:
Basic:
Earnings per share	$	0.12		$	0.04		$	0.18		$	0.03
Diluted:
Earnings per share	$	0.12		$	0.04		$	0.18		$	0.03

Pacer International, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in millions)

	Six Months Ended
	June 30, 2011			June 30, 2010
Cash Flows from Operating Activities
Net income	$	6.2		$	0.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3.5			2.8
Gain on sale of property, equipment and other assets		—			(0.2	)
Gain on sale lease-back transactions		(0.3	)		(0.4	)
Deferred taxes		3.5			(2.3	)
Stock based compensation expense		1.0			0.7
Changes in operating assets and liabilities:
Accounts receivable, net		0.4			(16.3	)
Prepaid expenses and other		2.6			12.2
Accounts payable and other accrued liabilities		(7.4	)		16.3
Other long-term assets		0.2			(1.5	)
Other long-term liabilities		(0.6	)		(1.2	)
Net cash provided by operating activities		9.1			11.0
Cash Flows from Investing Activities
Capital expenditures		(3.4	)		(4.9	)
Purchase of assets held for sale		(17.7	)		—
Net proceeds from sale lease-back transaction		—			2.4
Proceeds from sales of property, equipment and other assets		0.2			0.5
Net cash used in investing activities		(20.9	)		(2.0	)
Cash Flows from Financing Activities
Net borrowings (repayments) under revolving line of credit		11.1			(6.4	)
Repurchase and retirement of Pacer common stock		(0.1	)		(0.2	)
Capital lease obligation repayment		—			(0.2	)
Net cash provided by (used in) financing activities		11.0			(6.8	)
Net increase (decrease) in cash and cash equivalents		(0.8	)		2.2
Cash and cash equivalents - beginning of period		4.2			2.8
Cash and cash equivalents - end of period	$	3.4		$	5.0

Pacer International, Inc.

Unaudited Results by Segment

(in millions)

	Three Months Ended												Six Months Ended
	2011			2010			Change			% Change			2011			2010			Change			% Change
Revenues
Intermodal	$	303.9		$	280.4		$	23.5			8.4	%	$	583.4		$	544.6		$	38.8			7.1	%
Logistics		82.5			120.8			(38.3	)		(31.7	)		161.5			220.6			(59.1	)		(26.8	)
Inter-segment eliminations		(0.1	)		(0.2	)		0.1			(50.0	)		(0.2	)		(0.5	)		0.3			(60.0	)
Total		386.3			401.0			(14.7	)		(3.7	)		744.7			764.7			(20.0	)		(2.6	)
Cost of purchased transportation and services and direct operating expense 1/
Intermodal		270.6			250.2			20.4			8.2			521.4			485.8			35.6			7.3
Logistics		69.5			106.2			(36.7	)		(34.6	)		135.1			193.8			(58.7	)		(30.3	)
Inter-segment eliminations		(0.1	)		(0.2	)		0.1			(50.0	)		(0.2	)		(0.5	)		0.3			(60.0	)
Total		340.0			356.2			(16.2	)		(4.5	)		656.3			679.1			(22.8	)		(3.4	)
Gross margin
Intermodal		33.3			30.2			3.1			10.3			62.0			58.8			3.2			5.4
Logistics		13.0			14.6			(1.6	)		(11.0	)		26.4			26.8			(0.4	)		(1.5	)
Total	$	46.3		$	44.8		$	1.5			3.3	%	$	88.4		$	85.6		$	2.8			3.3	%
Gross margin percentage
Intermodal		11.0	%		10.8	%		0.2	%					10.6	%		10.8	%		(0.2	)%
Logistics		15.8			12.1			3.7						16.3			12.1			4.2
Total		12.0	%		11.2	%		0.8	%					11.9	%		11.2	%		0.7	%

1/ Direct operating expenses are only incurred in the intermodal segment

Pacer International, Inc.

Reconciliation of GAAP Revenues to Adjusted Revenues

For the Three and Six Months Ended June 30, 2011 and June 30, 2010

(in millions)

	Three Months Ended June 30, 2011								Three Months Ended June 30, 2010									Adjusted Variance 2011 vs  2010			% Adjusted Variance 2011 vs 2010
	GAAP Results			Adjustments		Adjusted Results			GAAP Results			Adjustments			Adjusted Results
Revenues:
Intermodal	$	303.9		$	—	$	303.9		$	280.4		$	(3.7	) 1/	$	276.7		$	27.2			9.8	%
Logistics		82.5			—		82.5			120.8			—			120.8			(38.3	)		(31.7	)
Inter-segment elimination		(0.1	)		—		(0.1	)		(0.2	)		—			(0.2	)		0.1			(50.0	)
	$	386.3		$	—	$	386.3		$	401.0		$	(3.7	)	$	397.3		$	(11.0	)		(2.8	)
	Six Months Ended June 30, 2011								Six Months Ended June 30, 2010									Adjusted Variance 2011 vs 2010			% Adjusted Variance 2011 vs 2010
	GAAP Results			Adjustments		Adjusted Results			GAAP Results			Adjustments			Adjusted Results
Revenues:
Intermodal	$	583.4		$	—	$	583.4		$	544.6		$	(13.9	) 1/	$	530.7		$	52.7			9.9	%
Logistics		161.5			—		161.5			220.6			—			220.6			(59.1	)		(26.8	)
Inter-segment elimination		(0.2	)		—		(0.2	)		(0.5	)		—			(0.5	)		0.3			(60.0	)
	$	744.7		$	—	$	744.7		$	764.7		$	(13.9	)	$	750.8		$	(6.1	)		(0.8	)

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