Investor Presentation

May, 2012
 Forward Looking Statements

This presentation contains or may contain forward-looking statements, including revenue and earnings per share guidance,
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 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, 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, 2011
filed with the SEC on February 10, 2011 and the Companys Quarterly Report on Form 10-Q for the three month period ended
March 31, 2012 filed with the SEC on April 27, 20112 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.

2
 Topics Covered

Pacer International Company Overview

Intermodal Operation

International Logistics

Financial Update Q1 2012

Summary 2012 Focus

3
Business Overview

4
 Pacer International Overview

Founded in 1997 through the acquisition of several logistics

companies and the APL Linertrain business, which was
renamed Pacer Stacktrain

Leader in North American Intermodal transportation

Headquartered near Columbus, OH

1,100 employees in our global operations

Comprehensive transportation and logistics portfolio

Best-in-class service delivery model

Publically traded (PACR on NASDAQ)

Financially sound and well positioned for growth

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 Pacer Portfolio

Pacer

Intermodal ($1.2B) Logistics ($0.3B)

International freight
Door-to-door intermodal International
"Retail" forwarding and shipping
movements provided to
Freight Forwarding (Ocean World Lines & RF
BCOs
International)

Transportation primarily for Warehousing, consolidation,

Warehouse, Port, &
Automotive Auto OEMs and parts deconsolidation, and
manufacturers Transload Services transloading

Inland intermodal for Brokered truck-based freight

Ocean Carrier
incoming / outgoing ISO Highway Brokerage movements
Services containers for Ocean
Carriers

Drayage and repositioning Supply chain management

Drayage services sold externally and Logistics Solutions solutions
to support other LOBs

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 Service Portfolio

INTERMODAL HIGHWAY OCEAN/AIR WAREHOUSING LOGISTICS

Access to 42% of 3,000+ Truckload NVOCC Contracts Over 1m SQ.FT MANAGEMENT
the Domestic Carrier base with 20+ major 100+ trucks to Load Control
Equipment Fleet 950+ Pacer ocean carriers cover pick and Center to manage
Over 100,000 mile Cartage owner IATA Licensed with deliveries within customers and
rail network in operators full air carrier Southern Pacers capacity
North America 2,000 + additional access California throughout your
Collaborative rail dray carrier base OWL 360 for full WMS for network
operations with all MobilCom shipment visibility inventory / Complete dispatch
carriers equipped visibility control and
shipment visibility

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 Customer Portfolio
Intermodal Logistics
Highway Import / Warehouse, Logistics
Customer Brokerage Export Transload Mgmt
Big Lots
Continental Tire
Costco
Ford
General Electric
JC Penney
Oneida
Osram Sylvania
P&G P&G
Scotts
Solae
Toyota
Vizio
Walmart
Zappos
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 Pacer Intermodal Segment

Intermodal Segment ($1.2B)

"Retail" (Door-to-Door)
Automotive
Ocean Carrier Services
Drayage

9
 Intermodal Transformation
Old Model (2009 & Prior) Wholesale Focus
Origin Zone Destination Zone Rail and Dray sold separately
Rail Wholesaler
+ Dray Wholesaler IMC Customers
O Hub, Alliance, etc
D Retail Relatively Small
24% of drays in house
O R R Network sub-optimized
Manage Network Thru
D Spot Pricing, Per Diems
O D
Strained Carrier Relations

New Model (2010+) Wholesale Transitioned

O/D Zone O/D Zone Retail, Door-to-Door,
Retail, Door-to-Door Logistics Focus
O Intermodal Growing capacity and revenue
D Optimizing Our Network
Competitive pricing / allocation
D R R Network flow balancing
Converting to in-house dray
Reducing empty dray miles
D
O O Maximize box turns
Mix of Pacer and rail boxes
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 Pacer's Intermodal Journey

Intermodal
Liquidity
Debt Agreements (2009, 2010), Positive Cash Flow, Debt Free (2011)
Organization and Incentives
Business Leadership: Commercial, Finance, Capacity, Logistics
Functional Excellence: Sales, Network, Operations, Capacity, Logistics

Customer Service
Logistics (95-98%, +/- 2 hours) vs. Railroad (70-80%, +/- 2 days) mindset
Carrier Relationships
Rail (UP, CSX, KCSM)
Trucking (Dray Owner Operators & Core Carriers, Brokerage Carriers)

Equipment Rightsizing
Systems
Intermodal (Rail Ops: orders, scheduling, equipment)
Drayage (Pegasus, Mobile Communications) l
Network decision support l

SG&A
Rightsizing and Processing Efficiency l
Volume Leverage l

= completed (announced phases) l = in process / planned 11

Intermodal Conversion Opportunity

Moves

12m
+3.5m
+29%

70m
(3.5m)
(5%)

Source: FRA National Rail Plan, Union Pacific

12
 Flexible Rail Capacity Strategy
Domestic
Domestic Container
Container Distribution
Capacity, By Provider
by Provider andand Western
Western Railroads
Railroad Relationship
30.0%

26.1%
25.0% 54 % on the UP

20.2%
20.0%

15.0%
12.5%
11.6%

10.0% 9.2%

6.6% 6.6%

5.0% Pacer controls or has access 3.9%

to 42% of domestic
containers 2.1%
1.2%

0.0%
Pacer Fleet EMP UMAX Other JB Hunt Schnieder Swift NS- EMP Other BNSF CN/CP
Private UP
Fleet

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 Pacer Logistics Segment

Logistics Segment ($0.3B)

International Freight Forwarding
Warehouse, Port, & Transload Services
Highway Brokerage
Logistics Solutions

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 Logistics Segment Value Proposition

Long Term Growth

Attractive markets long term
Long Profitable on stand alone basis
Term
Growth
Customer Base
More touch points for existing
Value customers
Portfolio Customer Entry point for new customers
Differentiation Base
Portfolio Differentiation
Full range of global door-to-door
transportation solutions
Connects to Intermodal, Ocean
Carrier, and Drayage offerings

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 Logistics Improvement Actions

TRACK & TRACE

WAREHOUSE, WAREHOUSE, Los Angeles Columbus

CUSTOMS CUSTOMS

Shanghai

RAIL DRAYAGE
HIGHWAY INTERMODAL
OCEAN AIR

Improvement Actions
Import / Export
Leadership Changes
- Business level
- Station level
Station Incentives
Systems
- Consolidate Platforms
- Processing Efficiency
Extend Geography
Warehousing &
Logistical Solutions Highway Brokerage
Leadership Changes Leadership Changes
- Business level - Business level
Strengthen Pipeline - Sales Teams
(customer moved in-house) Growth Culture and Incentives
Systems Strengthen Pipeline
- Consolidate Platforms Systems
- Capability Enhancements
- Processing Efficiency

Why? Long Term Portfolio Customer Profitable

Attractiveness Differentiator Base Growth
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 Pacer's Transformational Journey
Intermodal
Logistics
Liquidity
Debt Agreements (2009, 2010), Positive Cash Flow, Debt Free (2011)
Organization and Incentives
Business Leadership: Commercial, Finance, Capacity, Logistics
Functional Excellence: Sales, Network, Operations, Capacity, Logistics
l
Global presence (China WOFE, China offices, SE Asia) l
Customer Service
Logistics (95-98%, +/- 2 hours) vs. Railroad (70-80%, +/- 2 days) mindset
Carrier Relationships
Rail (UP, CSX, KCSM)
Trucking (Dray Owner Operators & Core Carriers, Brokerage Carriers) l

Ocean Carriers l
Equipment Rightsizing
Systems
Intermodal (Rail Ops: orders, scheduling, equipment)
Drayage (Pegasus, Mobile Communications) l
Network decision support l
Highway Brokerage l
International Freight Forwarding l
SG&A
Rightsizing and Processing Efficiency l
Volume Leverage l
= completed (announced phases) l = in process / planned 17
 Pacer International Freight Forwarding

Business Features
Ocean World Lines (OWL) is an NVOCC Well established
3rd largest export NVOCC
Non-Vessel Operating Common Carrier
Large base of small / medium
Service similar to a Freight Forwarder customers
Authorized to issue its own tariff as carrier Leverage inbound growth for
better carrier rates

Freight Forwardings three main activities Smaller customer base an

Freight Forwarding arranges shipment of Opportunity
goods for ex-/importers. Services includes air Customers average 17 shipments
and ocean freight, contract logistics, (41 TEUs) per year
Higher margins
documentation, distribution, domestic ground
transport, inbound logistics, and warehousing.
Customs Brokerage services involve
preparing and filing documentation for
customs clearance, customs bonds, and
paying import duties on behalf of the importer.
VAF is standalone online tool that allows the
customer to be their own freight forwarder.
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 Pacer Forwarding / NVOCC Under OWL

Ocean World Lines (OWL) High Level Business Overview Illustrative

OWL Suppliers OWL Customers

Sample BCOs (Primarily
OWL and sells to Small & Medium Shippers)
purchases over 3,000
capacity on Key Success Factors small &
over 100 medium
steamship Good and flexible
shippers &
lines customer-facing IT
freight
system
Annual forwarders
contracts with High-touch customer Fragmented
multiple carriers service customer base
with volume
commitments on Focus on small and Limited number
specific lanes medium shippers/ of longer term
freight forwarders, contracts
Limited FCL only
liquidated Most
damages for not Strong relationships customers
meeting volume purchase on a Sample Freight Forwarders
with steamship
commitments carriers spot basis

Similar levers being

applied to growth in
the air freight sector

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 Pacer Freight Forwarding Network
Owned and Agent Offices

Europe
North America
5 Owned + 45 Agency
16 Owned + 7 Agency Asia Pacific
7 Owned + 37 Agency
Owned Europe
Owned USA
Hamburg
Atlanta Berlin Owned Asia
Charleston Bremen Tokyo
Charlotte Gdynia Hong Kong
Cincinnati Warsaw Singapore
Long Beach Xiamen
Louisville Shenzhen
New Orleans Qingdao
Norfolk Shanghai
Phoenix
Seattle
Chicago
Miami
New York
San Francisco
Columbus
New Jersey

Latin America
0 Owned + 50 Agency

Africa/ Middle East

Office Key
0 Owned + 25 Agency
Pacer and Agent Office
Pacer Agent Office

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 Asia Freight Forwarding History

Aug, 2009 OWL Hong Kong office opens

Sep, 2009 OWL Shanghai Rep. office opens
Sep, 2009 Commenced ocean freight operations in Hong Kong
Oct, 2009 Commenced ocean freight operations in Shanghai
Oct, 2009 Commenced air freight operations in Shanghai
Nov, 2009 China NVOCC license approved by the MOT (former MOC)
Jan, 2010 Commenced air freight operations in Hong Kong
Feb, 2010 Air capabilities extended to Ningbo, Tianjin, Dalian, Qingdao, Xiamen, Beijing
Mar, 2010 OWL Qingdao and Shenzhen Opens
Apr, 2010 Launched OWLs Cargo Management offering
Jul, 2010 First Cargo Management (TR) account deployed
Sep, 2010 Singapore office opens
Nov, 2010 WOFE(Class A) application process begins
Apr, 2011 Class A Business License granted in Shanghai
Oct, 2011 OWL Ningbo Office Opens
Apr, 2012 OWL Xiamen Office Opens

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 Pacer Distribution Services (PDS)
PDS Warehouses
Ports Local
Warehousing Services
Transportation Local
Distribution
Deconsolidation
Transportation
Harbor drayage Transloading (dry or refrigerated) Customer
Airports Storage (floor and rack, containers) Local area Locations
Local area pick ups
Inventory management deliveries
Air freight pick ups Value Added Services
Customer/ Labeling / Retagging
Repackaging Illustrative
Shipper
Pick / Pack
Location Palletizing

Seattle
400K Sq. Ft.
New York /
These four
locations account
PDSs growth plan will New Jersey
increase its attractiveness for nearly 70% of
and broaden Pacers overall all U.S.
product and service portfolio containerized
L.A. / Imports/Exports
Long Beach
Savannah Ga.
Key
3 locations, 763K Current Location
available sq. ft. Future Location

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 Pacer Highway Brokerage
Service Offerings
Full Truckload Services
Van
Flatbed
Heavy Haul/Specialized
Temperature controlled
Dedicated
Cross-border
Pool distribution
Less-Than-Truckload Services
Door-to-door delivery solutions
Business to business
White glove services
Home delivery
Guaranteed day of delivery
JIT Trucking Services
Guaranteed time definite delivery
Automotive industry recovery
Inventory shortage avoidance
Air freight recovery
Our Advantage
Experienced and capable transportation
professionals at all levels
Over 3,000 providers to meet customer
capacity needs
Dedicated carrier procurement team
focused on delivering the best possible
price and service package from our core
carriers
Dedicated carrier compliance team
insuring Pacer carriers are capable, safe
and fully insured
Operations and customer service
available 24/7 365 days a year
Asset and non-asset based capacity to
expand our service reach and flexibility
while reducing costs
Centralized operations improves
efficiency and timeliness of invoicing
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 Pacer Highway Brokerage

Business Features
Non-Asset transportation management 4,000 plus contracted
provider carriers
Coverage throughout North America Newly implemented, best in
Leverage of all modes (Rail, Truck, LTL, class technology for
Domestic Air, Expedite, and Specialty) optimization and visibility
24X7 coverage for critical
Three Main Offerings
shipments
Brokerage: Traditional brokerage serving
transactional customers with TL, LTL, and Air Leverage of intermodal
solutions cartage empty moves for
Dedicated: Long term, outsourced short-haul opportunities
contracted solution for customers who desire One call solutions, offering
more control over transportation pricing and delivery
JIT: Emergency freight solutions for line down capabilities across and
or critical needs. between modes

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 Pacer Highway Brokerage
Services Portfolio

Dedicated Brokerage JIT

Leverage of Inside sales driven Emergency

intermodal Variable shipments
customer base compensation based High quality, high
Relatively low staff cost carriers used
margin, steady Rapid growth Backstop for
growth Higher margins dedicated fleets and
Relationship and Ad Hoc pricing with fixed route solutions
RFQ driven customer Serves automotive,
Negotiated pricing manufacturing and
Contracted carriers surge needs of
with long term with carrier base
retailers
pricing secured Identifies capacity
availability from JIT Steady growth, high
and Dedicated margin
business 24x7 coverage
24x7 coverage

All offerings leverage the same technology, carrier community, and visibility across networks

25
Financial Overview

26
 Revenue

1Q12 Revenue (ongoing) up 4% to $346 million

Intermodal (ongoing) +13%, Logistics (23%)
2012 Guidance Reconfirmed: $1.500 $1.525B, (+7-9% ongoing)
Domestic Intermodal (+15-20%) offsets international and Logistics softness

$2,500 Ocean Customer Transition

Wholesale E-W Big Box
$2,088 International Military 1st Quarter
Transport
$2,000
391
$1,574 $1,503
129 $1,479
$1,500 249
18
92 75
65
54
$1,500
$1,000 to
$1,567 $1,403 $1,525
$1,392
$1,207 $358 $346
$500
26

$332 $346
$0
2008 2009 2010 2011 2012 1Q11 1Q12
$s in millions Adjusts GAAP revenues to ongoing revenues for:
- Ocean customer transition (volume moved direct to railroads 4Q11)
- Intermodal wholesale east-west big box business (transitioned away 4Q09 thru 3Q10)
- International military (exited business in late 2010)
- Transport business (certain assets sold in 2010) 27
 Earnings Per Share

1Q12 Diluted EPS loss of ($0.01)

Intermodal segment (ongoing) Operating Income +44%
Logistics segment loss of $3.2m
2012 Guidance Reconfirmed: $0.35 $0.41 +9% at midpoint
Logistics profitable by 4th quarter

$0.60
$0.40 1st Quarter
$0.40 $0.05
$0.35
$0.20 $0.35 to
$0.15 $0.41 $0.06
$0.00
($0.01)
($0.20)
($0.60)
($0.40)

($0.60)
2009 2010 2011 2012

2009, 2010 adjusted, as reported in 2011 10K * 2011 adjusted GAAP results of $0.40 for:
- 2011 gain on railcar sales (-$4.8m income / -8 cents EPS)
- 2011 deferred tax adjustment (+$1.2m income / +3 cents EPS)
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 Balance Sheet

1Q12 Remain debt free with $19m cash

Operating cash flow impacted by working capital timing; Capex $3.4m
2012 Focus: maintain cash generation and debt free position
$8-10m of IT-focused Capital Expenditures

$40 Net Debt

(Debt) + Cash
$30 1st Quarter
$20
$10 $24.0 $19.1
$0
($9.2) ($8.4)
($10) ($20.2)
($20) ($39.0)
($30)
($40)
($50)
2008 2009 2010 2011 1Q11 1Q12

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 2012 Guidance

Revenue: $1.500 $1.525 B +7-9% (midpoint +8%)

$1,600 $1,479
$75
Cautious view of macro-economy
$1,400
$1,200 Strong core domestic Intermodal growth
$1,000 continues (+15-20%)
$1,500
$800
$1,403 * to Slow international freight volumes
$600 $1,525
continue (Intermodal and Logistics)
$400
$200
$0
2011 2012

EPS: $0.35 $0.41 +0-17% (midpoint +9%)

$0.45
$0.40 Strong core domestic Intermodal growth
$0.40
$0.35
$0.05 Reduction of ocean carrier customer
$0.30
$0.25
End of UP gain amortization ($5m)
$0.35
$0.20 to Logistics segment a work-in-process;
$0.35 * $0.41
$0.15
improvements by 4Q12
$0.10
$0.05 Relatively flat SG&A
$0.00
2011 2012
* Adjusted 2011 GAAP Revenue of $1,479 for Ocean customer transition direct to railroads 4Q11
* Adjusted 2011 GAAP EPS of $0.40 for: gain on railcar sales (-$4.8m income / -8 cents EPS), deferred tax adjustment (+$1.2m income / +3 cents EPS) 30
 Our 2012 Focus

Continue Double-Digit Domestic Intermodal Growth

Eastern and Mexico market growth opportunities
Transform Logistics Segment for Profitable Growth
New leadership, organizational models, and incentives
Contributes on a stand alone basis and complements Intermodal
Retain a Competitive Cost Structure
Drayage conversion in-house/dedicated (now 72%, goal 85%)
Network optimization, equipment turns, empty miles reduction
SG&A scaling
Enhance Pacers Core: People, Processes, and Technologies
Pegasus drayage and retail systems
Intermodal decision support systems
Highway brokerage organization model and operating system
International import/export organization model and systems

31
 Our Vision

To be the customers preferred choice,

earning customer confidence every day by
reliably delivering best-in-class door-to-door
transportation services and logistics
solutions.

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 Investor Contacts

John Hafferty
EVP and Chief Financial Officer
(614) 923-1987

Steve Markosky
VP, Financial Planning & Analysis and
Investor Relations
(614) 923-1703

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