Investor Presentation

May, 2012

Forward Looking Statements

2

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 Company’s 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.

Topics Covered

• Pacer International Company Overview

• Intermodal Operation

• International Logistics

• Financial Update Q1 2012

• Summary 2012 Focus

3

4

Business Overview

Pacer International Overview

5

• 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

Intermodal ($1.2B)

"Retail"

Automotive

Ocean Carrier Services

Drayage

Logistics ($0.3B)

International Freight Forwarding

Warehouse, Port, & Transload Services

Highway Brokerage

Logistics Solutions

Pacer Portfolio

6

• Inland intermodal for

incoming / outgoing ISO

containers for Ocean

Carriers

• Brokered truck-based freight

movements

• Warehousing, consolidation,

deconsolidation, and

transloading

• International freight

forwarding and shipping

(Ocean World Lines & RF

International)

• Transportation primarily for

Auto OEMs and parts

manufacturers

• Drayage and repositioning

services sold externally and

to support other LOB’s

• Door-to-door intermodal

movements provided to

BCOs

• Supply chain management

solutions

Pacer

INTERMODAL

• Access to 42% of the Domestic Equipment Fleet

• Over 100,000 mile rail network in North America

• Collaborative rail operations with all carriers

HIGHWAY

• 3,000+ Truckload Carrier base

• 950+ Pacer Cartage owner operators

• 2,000 + additional dray carrier base

• MobilCom equipped

OCEAN/AIR

• NVOCC Contracts with 20+ major ocean carriers

• IATA Licensed with full air carrier access

• OWL 360 for full shipment visibility

WAREHOUSING

• Over 1m SQ.FT

• 100+ trucks to cover pick and deliveries within Southern California

• WMS for inventory / visibility

LOGISTICS MANAGEMENT

• Load Control Center to manage customer’s and Pacer’s capacity throughout your network

• Complete dispatch control and shipment visibility

7

Service Portfolio

Customer Portfolio

P&G

8

Intermodal Logistics

Customer Highway

Brokerage Import / Export

Warehouse, Transload

Logistics Mgmt

Big Lots

Continental Tire

Costco

Ford

General Electric

JC Penney

Oneida

Osram Sylvania

P&G

Scotts

Solae

Toyota

Vizio

Walmart

Zappos

Intermodal Segment ($1.2B) • "Retail" (Door-to-Door)

• Automotive

• Ocean Carrier Services

• Drayage

Pacer Intermodal Segment

9

• Wholesale Focus – Rail and Dray sold separately

• IMC Customers – Hub, Alliance, etc…

• Retail Relatively Small – 24% of drays in house

– Network sub-optimized

• Manage Network Thru

Spot Pricing, Per Diems

• Strained Carrier Relations

• Wholesale Transitioned

• Retail, Door-to-Door,

Logistics Focus – Growing capacity and revenue

• Optimizing Our Network – Competitive pricing / allocation

– Network flow balancing

– Converting to in-house dray

– Reducing empty dray miles

– Maximize box turns

– Mix of Pacer and rail boxes

Old Model (2009 & Prior)

New Model (2010+)

R R

Origin Zone Destination Zone Rail Wholesaler

+ Dray Wholesaler

R R

O/D Zone O/D Zone Retail, Door-to-Door

Intermodal

D

D O O

D

O

D

D D O

O

O

10

Intermodal Transformation

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) • Network decision support

l

l

SG&A • Rightsizing and Processing Efficiency • Volume Leverage

l

l

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

Intermodal Conversion Opportunity

12

Source: FRA National Rail Plan, Union Pacific

Moves

12m

+3.5m

+29%

70m

(3.5m)

(5%)

9.2%

20.2%

11.6%12.5%

26.1%

6.6%

2.1%

6.6%

1.2%

3.9%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

Pacer Fleet EMP UMAX OtherPrivate UP

Fleet

JB Hunt Schnieder Swift NS- EMP Other BNSF CN/CP

Domestic Container Distribution By Provider and Western Railroads

54 % on the UP

Flexible Rail Capacity Strategy

Pacer controls or has access

to 42% of domestic

containers

Domestic Container Capacity, by Provider and Western Railroad Relationship

13

Logistics Segment ($0.3B) • International Freight Forwarding

• Warehouse, Port, & Transload Services

• Highway Brokerage

• Logistics Solutions

Pacer Logistics Segment

14

Portfolio

Differentiation

Long

Term

Growth

Customer

Base

Value

Logistics Segment Value Proposition

15

• Long Term Growth

– Attractive markets long term

– Profitable on stand alone basis

• Customer Base

– More touch points for existing

customers

– Entry point for new customers

• Portfolio Differentiation

– Full range of global door-to-door

transportation solutions

– Connects to Intermodal, Ocean

Carrier, and Drayage offerings

TRACK & TRACE

WAREHOUSE,

CUSTOMS WAREHOUSE,

CUSTOMS

OCEAN AIR HIGHWAY

RAIL DRAYAGE

INTERMODAL

Logistics Improvement Actions

16

Import / Export

Warehousing &

Logistical Solutions Highway Brokerage

• Leadership Changes

- Business level

- Station level

• Station Incentives

• Systems

- Consolidate Platforms

- Processing Efficiency

• Extend Geography

• Leadership Changes

- Business level

• Strengthen Pipeline

(customer moved in-house)

• Systems

- Consolidate Platforms

• Leadership Changes

- Business level

- Sales Teams

• Growth Culture and Incentives

• Strengthen Pipeline

• Systems

- Capability Enhancements

- Processing Efficiency

Long Term

Attractiveness

Customer

Base

Profitable

Growth

Why? Portfolio

Differentiator

Los Angeles Columbus

Shanghai

Improvement Actions

Pacer's Transformational 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 • Global presence (China WOFE, China offices, SE Asia)

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) • Ocean Carriers

Equipment Rightsizing

Systems • Intermodal (Rail Ops: orders, scheduling, equipment) • Drayage (Pegasus, Mobile Communications) • Network decision support • Highway Brokerage • International Freight Forwarding

l

l

SG&A • Rightsizing and Processing Efficiency • Volume Leverage

l

l

Logistics

l

l

l l

l l

l l

= completed (announced phases) l = in process / planned 17

Pacer International Freight Forwarding

Business

• Ocean World Lines (“OWL”) is an NVOCC

– Non-Vessel Operating Common Carrier

– Service similar to a Freight Forwarder

– Authorized to issue its own tariff as carrier

• Freight Forwarding’s three main activities

– Freight Forwarding arranges shipment of

goods for ex-/importers. Services includes air

and ocean freight, contract logistics,

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.

Features

• Well established

• 3rd largest export NVOCC

• Large base of small / medium

customers

• Leverage inbound growth for

better carrier rates

• Smaller customer base … an

“Opportunity”

• Customers average 17 shipments

(41 TEUs) per year

• Higher margins

18

Key Success Factors

• Good and flexible customer-facing IT system

• High-touch customer service

• Focus on small and medium shippers/ freight forwarders, FCL only

• Strong relationships with steamship carriers

OWL Suppliers

Ocean World Lines (OWL) High Level Business Overview Illustrative

OWL Customers

Sample BCOs (Primarily Small & Medium Shippers)

Sample Freight Forwarders

Similar levers being applied to growth in the air freight sector

OWL purchases capacity on

over 100 steamship

lines…

• Annual contracts with multiple carriers with volume commitments on specific lanes

• Limited liquidated damages for not meeting volume commitments

…and sells to over 3,000

small & medium

shippers & freight

forwarders

• Fragmented customer base

• Limited number of longer term contracts

• Most customers purchase on a spot basis

Pacer Forwarding / NVOCC Under OWL

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North America 16 Owned + 7 Agency

Latin America

0 Owned + 50 Agency

Europe

5 Owned + 45 Agency

Africa/ Middle East

0 Owned + 25 Agency

Asia Pacific

7 Owned + 37 Agency

Office Key

Pacer and Agent Office Pacer Agent Office

Pacer Freight Forwarding Network Owned and Agent Offices

Owned – USA

Atlanta Charleston Charlotte Cincinnati Long Beach Louisville New Orleans Norfolk Phoenix Seattle Chicago Miami New York San Francisco Columbus New Jersey

Owned – Europe

Hamburg Berlin Bremen Gdynia Warsaw

Owned – Asia

Tokyo Hong Kong Singapore Xiamen Shenzhen Qingdao Shanghai

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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 OWL’s 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

21

PDS Warehouses

Warehousing Services

• Distribution

• Deconsolidation

• Transloading (dry or refrigerated)

• Storage (floor and rack, containers)

• Inventory management

Value Added Services

• Labeling / Retagging

• Repackaging

• Pick / Pack

• Palletizing

Customer Locations

Ports

Airports

Customer/ Shipper Location

Local Transportation

• Harbor drayage

• Local area pick ups

• Air freight pick ups

Local Transportation

• Local area deliveries

These four locations account for nearly 70% of

all U.S. containerized

Imports/Exports

Current Location

Future Location

Key

Illustrative

Pacer Distribution Services (PDS)

L.A. /

Long Beach

Seattle

New York /

New Jersey

Savannah Ga.

3 locations, 763K available sq. ft.

400K Sq. Ft.

PDS’s growth plan will increase its attractiveness

and broaden Pacer’s overall product and service portfolio

22

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

23

Pacer Highway Brokerage

Business

• Non-Asset transportation management

provider

• Coverage throughout North America

• Leverage of all modes (Rail, Truck, LTL,

Domestic Air, Expedite, and Specialty)

• Three Main Offerings

– Brokerage: Traditional brokerage serving

transactional customers with TL, LTL, and Air

solutions

– Dedicated: Long term, outsourced

contracted solution for customers who desire

more control over transportation

– JIT: Emergency freight solutions for line down

or critical needs.

Features

• 4,000 plus contracted

carriers

• Newly implemented, best in

class technology for

optimization and visibility

• 24X7 coverage for critical

shipments

• Leverage of intermodal

cartage empty moves for

short-haul opportunities

• One call solutions, offering

pricing and delivery

capabilities across and

between modes

24

Pacer Highway Brokerage

Services Portfolio

Dedicated

• Leverage of intermodal customer base

• Relatively low margin, steady growth

• Relationship and RFQ driven

• Contracted carriers with long term pricing secured

Brokerage

• Inside sales driven

• Variable compensation based staff

• Rapid growth

• Higher margins

• Ad Hoc pricing with customer

• Negotiated pricing with carrier base

• Identifies capacity availability from JIT and Dedicated business

• 24x7 coverage

JIT

• Emergency shipments

• High quality, high cost carriers used

• “Backstop” for dedicated fleets and fixed route solutions

• Serves automotive, manufacturing and surge needs of retailers

• Steady growth, high margin

• 24x7 coverage

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

25

26

Financial Overview

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

27

$s in millions

1st Quarter

• 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)

$1,567 $1,207

$1,392 $1,403

$1,500 to

$1,525

$332 $346

129

54 65

92

391

249 18

75

26

$2,088

$1,574 $1,503 $1,479

$358 $346

$0

$500

$1,000

$1,500

$2,000

$2,500

2008 2009 2010 2011 2012 1Q11 1Q12

Ocean Customer Transition

Wholesale E-W Big Box

International Military

Transport

($0.60)

$0.15 $0.35

$0.35to

$0.41 $0.06

($0.01)

$0.05

$0.40

($0.60)

($0.40)

($0.20)

$0.00

$0.20

$0.40

$0.60

2009 2010 2011 2012

• 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

Earnings Per Share

28

1st Quarter

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)

($39.0)

($20.2)($9.2)

$24.0

($8.4)

$19.1

($50)

($40)

($30)

($20)

($10)

$0

$10

$20

$30

$40

2008 2009 2010 2011 1Q11 1Q12

• 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

Balance Sheet

29

1st Quarter

Net Debt (Debt) + Cash

$1,403

$1,500 to

$1,525

$75

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

2011 2012

$0.35

$0.35 to

$0.41

$0.05

$0.00

$0.05

$0.10

$0.15

$0.20

$0.25

$0.30

$0.35

$0.40

$0.45

2011 2012

• Revenue: $1.500 – $1.525 B

• EPS: $0.35 – $0.41

2012 Guidance

30

$0.40

• +7-9% (midpoint +8%)

– Cautious view of macro-economy

– Strong core domestic Intermodal growth

continues (+15-20%)

– Slow international freight volumes

continue (Intermodal and Logistics)

• +0-17% (midpoint +9%)

– Strong core domestic Intermodal growth

– Reduction of ocean carrier customer

– End of UP gain amortization ($5m)

– Logistics segment a work-in-process;

improvements by 4Q12

– Relatively flat SG&A

*

* 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)

$1,479

*

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 Pacer’s 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.

32

Investor Contacts

John Hafferty

EVP and Chief Financial Officer

(614) 923-1987

Steve Markosky

VP, Financial Planning & Analysis and

Investor Relations

(614) 923-1703

33