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) October 25, 2012

PACER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Commission file number 000-49828

Tennessee	62-0935669
(State or other jurisdiction	(I.R.S. employer
of incorporation)	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 October 25, 2012, Pacer International, Inc. (the “Company” or “Pacer”) issued a press release announcing its third quarter and year-to-date 2012 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 Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise expressly stated in such filing.

ITEM 7.01 Regulation FD Disclosure

Pacer is holding a call on Thursday, October 25, 2012 at 8:30 a.m. Eastern Time to update interested parties regarding its third quarter 2012 financial results, discuss its new Cross-Border Intermodal Transportation and Network Logistics Management Services Agreement (the “Cross-Border Agreement”) with Union Pacific Railroad (“UP”) discussed in Item 8.01 below, and respond to investor questions.

On October 24, 2012, Pacer issued a press release announcing the new Cross-Border Agreement with UP. That press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

The information set forth under this “Item 7.01—Regulation FD Disclosure,” including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.

Exhibits 99.1 and 99.2 attached hereto contain forward-looking statements, within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including earnings per share and revenue guidance for 2012 and earnings per share guidance for 2013. 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; competitive pressures that may limit our ability to pass through cost increases from the transportation providers to our customers; our ability to implement operational and cost improvements and execute growth plans; our success at growing our direct US-Mexico or other business to offset declines in revenue and margins for equipment and services under our new Cross-Border Agreement with UP; and other risks discussed in the Company’s Form 10-K and other filings with the Securities and Exchange Commission, which are incorporated herein by reference. 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.

ITEM 8.01. Other Events.

On October 19, 2012, we entered into a multi-year agreement with UP for the handling of automotive parts and other shipments in connection with existing cross-border US-Mexico business. The new agreement will change the nature of our participation in this business. Typically, we contract for rail transportation from multiple rail carriers and combine that with our equipment and network logistics management services to intermediaries. Under the new agreement, effective January 1, 2013, we will no longer pass through the rail transportation costs to automotive parts intermediaries, but will provide the same network logistics management services for UP and be compensated for such services and the use of our equipment. Accordingly, for US-Mexico automotive parts shipments, our financial results will no longer include the revenue and costs associated with the purchased rail transportation. Additionally, as part of the new agreement, we will pursue these shipments as a retail provider of intermodal services.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release of Pacer International, Inc. dated October 25, 2012 (furnished pursuant to Item 2.02).
99.2	Press Release of Pacer International, Inc. dated October 24, 2012 (furnished pursuant to Item 7.01).

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: October 25, 2012	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 October 25, 2012 (furnished pursuant to Item 2.02).
99.2	Press Release of Pacer International, Inc. dated October 24, 2012 (furnished pursuant to Item 7.01).

EX-99.1

EXHIBIT 99.1

Pacer International Reports Third Quarter Results

DUBLIN Ohio, October 25, 2012(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 nine month periods ended September 30, 2012.

THIRD QUARTER RESULTS

• Income from operations in the intermodal segment, excluding the gain on sale of railcar assets of $4.8 million in the third quarter of 2011 and the previously announced reduction in volume from an ocean carrier customer, decreased year over year by $1.0 million. Total intermodal income from operations decreased $8.5 million and logistics income from operations decreased $1.5 million. Overall income from operations decreased by $9.1 million;

• Earnings per share decreased from $0.19 in the 2011 period to $0.03 in the 2012 period. Excluding the 2011 gain on sale of railcar assets, earnings per share decreased $0.02 year over year;

• Selling, general and administrative expenses improved by $4.0 million or 10.7%;

• Total intermodal revenue declined $11.2 million or 3.7%. Excluding the impact from the reduction in volume from an ocean carrier customer of $24.1 million in the third quarter of 2011, intermodal revenues grew by 4.6%. Logistics revenues declined to $58.1 million. In total, revenues decreased by 7.2% to $348.9 million;

• Intermodal gross margin declined by $5.9 million. Excluding the reduced volume from the ocean carrier customer, intermodal gross margin decreased by $3.2 million. Logistics gross margin declined by $2.2 million;

• Net income decreased $5.5 million to $1.1 million.

(In millions, except for per share data)

	2012									2011
	Q1			Q2			Q3			Q3
Revenue	$	345.9		$	368.3		$	348.9		$	375.8
Gross margin	$	37.8		$	38.6		$	37.9		$	46.0
Gross margin %		10.9	%		10.5	%		10.9	%		12.2	%
SG&A	$	36.0		$	34.2		$	33.5		$	37.5
Income from operations		—			2.5			2.3			11.4
Net income (loss)		(0.3	)		1.3			1.1			6.6
Earnings (loss) per share	$	(0.01	)	$	0.04		$	0.03		$	0.19

“We have taken several actions in the quarter to improve our intermodal margins and we are exiting the quarter stronger from all of these actions. However, the competitive pricing environment along with rising rail costs will continue to be a challenge in our intermodal segment. Our logistics segment, excluding the cost of strategic organizational changes in Europe during the quarter, continues to improve in a sluggish global freight forwarding market and an increasingly competitive landscape. We will continue to take actions in both segments to improve financial performance going forward,” said Chief Financial Officer John J. Hafferty.

“Clearly a challenging quarter as a softening economic environment makes it difficult to achieve yields necessary to offset higher purchased transportation costs. We are addressing under-performing traffic corridors, reducing controllable costs and working with our carriers to mitigate cost increases. Our service performance is excellent and we will continue to seek margins that are comparable to the service provided,” said Chief Executive Officer Dan Avramovich.

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.

YEAR-TO-DATE RESULTS

• Income from operations in the intermodal segment, excluding the gain on sale of railcar assets of $4.8 million in 2011 and the reduced volume from the ocean carrier customer, increased year over year by $0.1 million. Total intermodal income from operations decreased $12.5 million and logistics income from operations decreased $6.8 million. Overall income from operations decreased by $18.0 million;

• Earnings per share decreased from $0.37 in the 2011 period to $0.06 in the 2012 period. Excluding the 2011 gain on sale of railcar assets, earnings per share decreased $0.17 year over year;

• Selling, general and administrative expenses improved by $7.3 million or 6.6%;

• Total intermodal revenue declined $2.9 million or 0.3%. Excluding the impact from the previously announced reduction in volume from an ocean carrier customer of $73.2 million through the third quarter of 2011, intermodal revenues grew by 8.7%. Logistics revenues declined by 23.0% to $181.0 million. In total, revenues decreased by 5.1% to $1,063.1 million;

• Intermodal gross margin declined by $13.4 million. Excluding the reduced volume from the ocean carrier customer, intermodal gross margin decreased by $5.6 million. Logistics gross margin declined by $6.7 million;

• Net income decreased $10.7 million to $2.1 million.

(In millions, except for per share data)

	2012 Year-to-Date			2011 Year-to-Date
Revenue	$	1,063.1		$	1,120.5
Gross margin	$	114.3		$	134.4
Gross margin %		10.8	%		12.0	%
SG&A	$	103.7		$	111.0
Income from operations		4.8			22.8
Net income		2.1			12.8
Earnings per share	$	0.06		$	0.37

2012 GUIDANCE

Given our year-to-date results, we are revising our full year 2012 earnings per share guidance which we now expect to range between $0.10 and $0.14 per share. We expect revenues in 2012 to range between $1.400 billion and $1.450 billion.

2013 GUIDANCE

As we continue to operate in an uncertain economic environment we are offering a cautious early look at 2013. We expect earnings per share in 2013 to range between $0.25 and $0.35.

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, October 25, 2012). To participate, please call five minutes early by dialing (800) 230-1059(in USA) and ask for “Pacer International Earnings Call.” International callers can dial (612) 234-9959.

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 October 25, 2012 at 11:00 a.m. ET to November 25, 2012 at 11:59 p.m. ET. For the replay, dial (800) 475-6701(USA) or (320) 365-3844 (international), using access code 252022. During such period, the replay also can be accessed through the Events Calendar within the Investors link on the company’s website at www.pacer.com

Pacer International, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in millions)

	September 30, 2012			December 31, 2011
Assets
Current assets
Cash and cash equivalents	$	12.3		$	24.0
Accounts receivable, net		141.0			133.5
Prepaid expenses and other		13.5			12.3
Deferred income taxes		2.6			4.0
Total current assets		169.4			173.8
Property and equipment
Property and equipment, cost		107.0			99.8
Accumulated depreciation		(60.2	)		(56.1	)
Property and equipment, net		46.8			43.7
Other assets
Deferred income taxes		14.5			14.1
Other assets		11.0			11.7
Total other assets		25.5			25.8
Total assets	$	241.7		$	243.3
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and other accrued liabilities		122.4			127.1
Long-term liabilities
Other		1.3			0.9
Total liabilities		123.7			128.0
Stockholders’ equity
Common stock		0.4			0.4
Additional paid-in-capital		305.8			304.7
Accumulated deficit		(188.1	)		(190.2	)
Accumulated other comprehensive (loss) income		(0.1	)		0.4
Total stockholders’ equity		118.0			115.3
Total liabilities and stockholders’ equity	$	241.7		$	243.3

Pacer International, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in millions, except share and per share data)

	Three Months Ended						Nine Months Ended
	September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
Revenues	$	348.9		$	375.8		$	1,063.1		$	1,120.5
Operating Expenses:
Cost of purchased transportation and services		287.7			306.7			880.6			914.5
Direct operating expenses (excluding depreciation)		23.3			23.1			68.2			71.6
Selling, general and administrative expenses		33.5			37.5			103.7			111.0
Other income		—			(4.8	)		—			(4.8	)
Depreciation and amortization		2.1			1.9			5.8			5.4
Total operating expenses		346.6			364.4			1,058.3			1,097.7
Income from operations		2.3			11.4			4.8			22.8
Interest expense		(0.3	)		(0.5	)		(1.1	)		(1.8	)
Income before income taxes		2.0			10.9			3.7			21.0
Income tax expense		(0.9	)		(4.3	)		(1.6	)		(8.2	)
Net income	$	1.1		$	6.6		$	2.1		$	12.8
Earnings per share:
Basic:
Earnings per share	$	0.03		$	0.19		$	0.06		$	0.37
Weighted average shares outstanding		35,087,082			34,978,646			35,064,057			34,979,784
Diluted:
Earnings per share	$	0.03		$	0.19		$	0.06		$	0.37
Weighted average shares outstanding		35,380,600			35,019,152			35,328,023			35,010,005

Pacer International, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in millions)

	Nine Months Ended
	September 30, 2012			September 30, 2011
Cash Flows from Operating Activities
Net income	$	2.1		$	12.8
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		5.8			5.4
Gain on sale of railcar assets		—			(4.8	)
Amortization of deferred gain on sale lease-back transactions		(0.6	)		(0.5	)
Deferred taxes		1.0			8.0
Stock based compensation expense		1.3			1.8
Changes in operating assets and liabilities:
Accounts receivable, net		(7.5	)		14.3
Prepaid expenses and other		(1.2	)		0.7
Accounts payable and other accrued liabilities		(4.6	)		(11.9	)
Other long-term assets		0.9			0.8
Other long-term liabilities		(1.1	)		(0.3	)
Net cash (used in) provided by operating activities		(3.9	)		26.3
Cash Flows from Investing Activities
Capital expenditures		(9.3	)		(5.4	)
Purchase of railcar assets		(28.4	)		(22.1	)
Net proceeds from sale of railcar assets		—			28.9
Net proceeds from sale lease-back transaction		30.2			—
Net proceeds from sales of property and equipment		0.1			0.2
Net cash (used in) provided by investing activities		(7.4	)		1.6
Cash Flows from Financing Activities
Net repayments under revolving line of credit		—			(13.4	)
Debt issuance costs paid to third parties		(0.2	)		—
Repurchase and retirement of Pacer common stock		(0.1	)		(0.1	)
Withholding tax paid upon vesting of restricted and performance stock units		(0.1	)		—
Net cash used in financing activities		(0.4	)		(13.5	)
Net (decrease) increase in cash and cash equivalents		(11.7	)		14.4
Cash and cash equivalents—beginning of period		24.0			4.2
Cash and cash equivalents—end of period	$	12.3		$	18.6

Pacer International, Inc.

Unaudited Results by Segment

(in millions)

	Three Months Ended September 30,												Nine Months Ended September 30,
	2012			2011			Change			% Change			2012			2011			Change			% Change
Revenues
Intermodal	$	291.0		$	302.2		$	(11.2	)		(3.7	)%	$	882.7		$	885.6		$	(2.9	)		(0.3	)%
Logistics		58.1			73.7			(15.6	)		(21.2	)		181.0			235.2			(54.2	)		(23.0	)
Inter-segment eliminations		(0.2	)		(0.1	)		(0.1	)		N/M			(0.6	)		(0.3	)		(0.3	)		N/M
Total		348.9			375.8			(26.9	)		(7.2	)		1,063.1			1,120.5			(57.4	)		(5.1	)
Cost of purchased transportation and services and direct operating expense 1/
Intermodal		263.7			269.0			(5.3	)		(2.0	)		800.9			790.4			10.5			1.3
Logistics		47.5			60.9			(13.4	)		(22.0	)		148.5			196.0			(47.5	)		(24.2	)
Inter-segment eliminations		(0.2	)		(0.1	)		(0.1	)		N/M			(0.6	)		(0.3	)		(0.3	)		N/M
Total		311.0			329.8			(18.8	)		(5.7	)		948.8			986.1			(37.3	)		(3.8	)
Gross margin
Intermodal		27.3			33.2			(5.9	)		(17.8	)		81.8			95.2			(13.4	)		(14.1	)
Logistics		10.6			12.8			(2.2	)		(17.2	)		32.5			39.2			(6.7	)		(17.1	)
Total	$	37.9		$	46.0		$	(8.1	)		(17.6	)%	$	114.3		$	134.4		$	(20.1	)		(15.0	)%
Gross margin percentage
Intermodal		9.4	%		11.0	%		(1.6	)%					9.3	%		10.7	%		(1.4	)%
Logistics		18.2			17.4			0.8						18.0			16.7			1.3
Total		10.9	%		12.2	%		(1.3	)%					10.8	%		12.0	%		(1.2	)%
Income (loss) from operations
Intermodal		8.7			17.2			(8.5	)		(49.4	)		26.3			38.8			(12.5	)		(32.2	)
Logistics		(2.3	)		(0.8	)		(1.5	)		N/M			(8.0	)		(1.2	)		(6.8	)		N/M
Corporate		(4.1	)		(5.0	)		0.9			(18.0	)		(13.5	)		(14.8	)		1.3			(8.8	)
Total	$	2.3		$	11.4		$	(9.1	)		(79.8	)%	$	4.8		$	22.8		$	(18.0	)		(78.9	)%

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

Pacer International, Inc.

Reconciliation of GAAP Results to Adjusted Results

For the Three and Nine Months Ended September 30, 2012 and September 30, 2011

(in millions)

	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011									Adjusted Variance 2012 vs 2011			% Adjusted Variance 2012  vs 2011
	GAAP Results			GAAP Results			Adjustments			Adjusted Results
Revenues
Intermodal	$	291.0		$	302.2		$	(24.1	)/1	$	278.1		$	12.9			4.6	%
Cost of purchased transportation and services and direct operating expense
Intermodal		263.7			269.0			(21.4	)/1	$	247.6			16.1			6.5
Gross margin
Intermodal		27.3			33.2			(2.7	)		30.5			(3.2	)		(10.5	)
Gross margin percentage
Intermodal		9.4	%		11.0	%		11.0	%		11.0	%		(1.6	)%
Income (loss) from operations
Intermodal	$	8.7		$	17.2		$	(7.5	)/2	$	9.7		$	(1.0	)		(10.3	)%
	Nine Months Ended September  30, 2012			Nine Months Ended September 30, 2011									Adjusted Variance 2012 vs 2011			% Adjusted Variance 2012 vs 2011
	GAAP Results			GAAP Results			Adjustments			Adjusted Results
Revenues
Intermodal	$	882.7		$	885.6		$	(73.2	)/1	$	812.4		$	70.3			8.7	%
Cost of purchased transportation and services and direct operating expense
Intermodal		800.9			790.4			(65.4	)/1	$	725.0			75.9			10.5
Gross margin
Intermodal		81.8			95.2			(7.8	)		87.4			(5.6	)		(6.4	)
Gross margin percentage
Intermodal		9.3	%		10.7	%		10.7	%		10.7	%		(1.4	)%
Income (loss) from operations
Intermodal	$	26.3		$	38.8		$	(12.6	)/2	$	26.2		$	0.1			0.4	%

1/ Adjustment to reflect previously announced reduction in volume from an ocean carrier customer that transitioned its western U.S. intermodal business directly to the railroad. Purchased transportation and direct operating expenses were adjusted at the average intermodal margin percentage for the 2011 period.

2/ Adjustment to reflect previously announced reduction in volume from an ocean carrier customer that transitioned its western U.S. intermodal business directly to the railroad. Purchased transportation and direct operating expenses were adjusted at the average intermodal margin percentage for the 2011 period. In addition, adjustment to eliminate the gain on sale of railcar assets of $4.8 million which occurred in Q3 2011.

EX-99.2

EXHIBIT 99.2

Pacer and Union Pacific Railroad Enter New Agreement to Service Cross Border Automotive Parts Business

DUBLIN, Ohio, October 24, 2012 (BUSINESS WIRE)—Pacer International, Inc. (Nasdaq: PACR), a leading North American freight transportation and global logistics services provider, is pleased to announce that it has entered into a multi-year agreement to arrange, manage and provide intermodal freight transportation services for both automotive parts and freight-all-kinds shipments between the US, Mexico and Canada for Union Pacific Railroad. Pacer will also act as Union Pacific’s network logistics manager for cross-border shipments and provide rail container and chassis management services for Union Pacific in Mexico.

Pacer and Union Pacific recognize cross-border intermodal’s importance to North American manufacturing. Over the next several years, manufacturing capacity and activity are expected to increase in Mexico. Pacer’s industry leading position in cross-border intermodal logistics coupled with its expertise and infrastructure in Mexico provide the platform for continued growth of this important market.

“Providing cost effective and reliable transportation solutions, particularly for automotive parts customers, is the goal of this new agreement. Additionally, as part of this agreement, Pacer will pursue automotive parts shipments as a retail provider of door-to-door intermodal services. The close relationship between Pacer and Union Pacific is strengthened by this new agreement. Pacer will also use this opportunity to enhance our on-going development of east-west intermodal business. Pacer is committed to supporting and developing this important market with Union Pacific and our other rail carriers,” said Dan Avramovich, chairman and CEO of Pacer.

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 intermodal revenue, adjusted intermodal gross margin and adjusted intermodal operating income, each of which excludes from 2011 results the impact of the previously announced volume reduction of the ocean carrier customer that transitioned its western business directly to the railroad. Adjusted intermodal operating income also excludes from 2011 results the gain on the sale of railcar assets. 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 these 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 2012 and earnings per share guidance for 2013, 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; competitive pressures that may limit our ability to pass through cost increases from the transportation providers to our customers; our ability to implement operational and cost improvements and execute growth plans; our success at growing our direct US-Mexico or other business to offset declines in revenue and margins for equipment and services under our new Cross-Border Agreement with UP; and other risks discussed in the Company’s Form 10-K and other filings with the Securities and Exchange Commission, which are incorporated herein by reference. 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.

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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