The presentation provides an overview of Pacer International, a leader in North American intermodal transportation. It discusses Pacer's intermodal and logistics segments, including door-to-door intermodal services, international freight forwarding, and warehouse services. It outlines Pacer's transformation from a wholesale focus to a retail focus, optimizing its network and converting drayage services to in-house. The presentation also reviews Pacer's customer portfolio, flexible rail capacity strategy, and progress in improving its intermodal and logistics operations.

1. Investor Presentation
May, 2012

2. 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 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.
2

3. Topics Covered
• Pacer International Company Overview
• Intermodal Operation
• International Logistics
• Financial Update Q1 2012
• Summary 2012 Focus
3

4. Business Overview
4

5. 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
5

6. 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 LOB’s
6

7. 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 customer’s and
rail network in operators full air carrier Southern Pacer’s 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
7

8. 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
8

9. Pacer Intermodal Segment
Intermodal Segment ($1.2B)
• "Retail" (Door-to-Door)
• Automotive
• Ocean Carrier Services
• Drayage
9

10. 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
10

11. 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

12. Intermodal Conversion Opportunity
Moves
12m
+3.5m
+29%
70m
(3.5m)
(5%)
Source: FRA National Rail Plan, Union Pacific
12

13. Flexible Rail Capacity Strategy
Domestic Container Capacity, by Provider andand Western Railroads
Domestic Container Distribution By Provider Western 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
13

14. Pacer Logistics Segment
Logistics Segment ($0.3B)
• International Freight Forwarding
• Warehouse, Port, & Transload Services
• Highway Brokerage
• Logistics Solutions
14

15. 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
15

16. Logistics Improvement Actions
TRACK & TRACE
WAREHOUSE, WAREHOUSE, Los Angeles Columbus
CUSTOMS CUSTOMS
Shanghai
RAIL DRAYAGE
HIGHWAY INTERMODAL
OCEAN AIR
Improvement Actions
Warehousing &
Import / Export Logistical Solutions Highway Brokerage
• Leadership Changes • Leadership Changes • Leadership Changes
- Business level - Business level - Business level
- Station level • Strengthen Pipeline - Sales Teams
• Station Incentives (customer moved in-house) • Growth Culture and Incentives
• Systems • Systems • Strengthen Pipeline
- Consolidate Platforms - Consolidate Platforms • Systems
- Processing Efficiency - Capability Enhancements
• Extend Geography - Processing Efficiency
Why? Long Term Portfolio Customer Profitable
Attractiveness Differentiator Base Growth
16

17. 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

18. 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 Forwarding’s 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.
18

19. 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
19

20. 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
20

21. 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

22. 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
PDS’s growth plan will New Jersey
increase its attractiveness for nearly 70% of
and broaden Pacer’s 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
22

23. Pacer Highway Brokerage
Service Offerings Our Advantage
Full Truckload Services • Experienced and capable transportation
• Van professionals at all levels
• Flatbed
• Over 3,000 providers to meet customer
• Heavy Haul/Specialized capacity needs
• Temperature controlled
• Dedicated • Dedicated carrier procurement team
• Cross-border
focused on delivering the best possible
• Pool distribution
price and service package from our core
carriers
Less-Than-Truckload Services
• Dedicated carrier compliance team
• Door-to-door delivery solutions
insuring Pacer carriers are capable, safe
• Business to business
and fully insured
• White glove services
• Home delivery • Operations and customer service
• Guaranteed day of delivery available 24/7 365 days a year
JIT Trucking Services • Asset and non-asset based capacity to
• Guaranteed time definite delivery expand our service reach and flexibility
• Automotive industry recovery while reducing costs
• Inventory shortage avoidance • Centralized operations improves
• Air freight recovery efficiency and timeliness of invoicing
23

24. 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
24

25. 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

26. Financial Overview
26

27. 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

28. 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)
28

29. 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
29

30. 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

31. 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

32. 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

33. 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