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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2004



- OR -



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from              to



Commission file number 000  24573



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Overnite Corporation

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Virginia                                                       |  | 04-3770212                          
|(State or other jurisdiction of Incorporation or organization) |  | (I.R.S. Employer Identification No.)



1000 Semmes Avenue,
Richmond, Virginia

(Address of principal executive offices)



23224

(Zip Code)



(804) 231-8000

(Registrants telephone number, including area code)



---



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES x    NO ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    YES ̈NO x



As of October 25, 2004, there were 28,010,084 shares of the Registrants Common Stock outstanding.



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##### Table of Contents

TABLE OF CONTENTS



OVERNITE
CORPORATION



|           |  |                                                                                                                               |  |           
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | ----------
|           |  |                                                                                                                               |  | PageNumber
|           |  |                                                                                                                              
|           |  | PART I. FINANCIAL INFORMATION                                                                                                 |  |           
|           |  |                                                                                                                              
|Item 1:    |  | Consolidated Condensed Financial Statements:                                                                                  |  |           
|           |  |                                                                                                                              
|           |  | CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)For the Three Months and Nine Months Ended September 30, 2004 and 2003 |  | 3         
|           |  |                                                                                                                              
|           |  | CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION (Unaudited) At September 30, 2004 and December 31, 2003               |  | 4         
|           |  |                                                                                                                              
|           |  | CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)For the Nine Months Ended September 30, 2004 and 2003              |  | 5         
|           |  |                                                                                                                              
|           |  | NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)                                                              |  | 6         
|           |  |                                                                                                                              
|Item 2:    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                         |  | 13        
|           |  |                                                                                                                              
|Item 3:    |  | Quantitative and Qualitative Disclosures About Market Risk                                                                    |  | 31        
|           |  |                                                                                                                              
|Item 4:    |  | Controls and Procedures                                                                                                       |  | 31        
|           |  |                                                                                                                              
|           |  | PART II. OTHER INFORMATION                                                                                                    |  |           
|           |  |                                                                                                                              
|Item 1:    |  | Legal Proceedings                                                                                                             |  | 32        
|           |  |                                                                                                                              
|Item 6:    |  | Exhibits                                                                                                                      |  | 32        
|           | 
|Signatures |  | 33                                                                                                                           



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



Item 1. Consolidated Financial Statements



OVERNITE CORPORATION (OVERNITE HOLDING, INC., prior to November 5, 2003)



CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)



|                                               |  |                                         |            |      |                                        |            |      |  |      |            |  |   |           
|---------------------------------------------- |  | --------------------------------------- | ---------- | ---- | -------------------------------------- | ---------- | ---- |  | ---- | ---------- |  | - | ----------
|                                               |  | For the Three Months EndedSeptember 30, |            |      | For the Nine Months EndedSeptember 30,
|                                               |  | 2004                                    |            | 2003 |                                        |            | 2004 |  | 2003
|                                               |  | (Thousands of Dollars)                  |            |      | (Thousands of Dollars)                
|Operating Revenue                              |  | $                                       | 429,046    |      | $                                      | 384,182    |      |  | $    | 1,226,105  |  | $ | 1,097,390 
|                                               |  |                                         |            |     
|Operating Expenses:                            |  |                                         |            |      |                                        |            |      |  |      |            |  |   |           
|Salaries, wages and employee benefits          |  |                                         | 242,983    |      |                                        | 218,703    |      |  |      | 710,226    |  |   | 647,458   
|Supplies and expenses                          |  |                                         | 41,083     |      |                                        | 30,916     |      |  |      | 111,076    |  |   | 91,533    
|Operating taxes                                |  |                                         | 14,461     |      |                                        | 13,368     |      |  |      | 42,639     |  |   | 39,699    
|Claims and insurance                           |  |                                         | 11,882     |      |                                        | 19,376     |      |  |      | 38,951     |  |   | 44,459    
|Rents and purchased transportation             |  |                                         | 43,826     |      |                                        | 39,582     |      |  |      | 130,195    |  |   | 112,959   
|Communication and utilities                    |  |                                         | 4,874      |      |                                        | 5,243      |      |  |      | 15,318     |  |   | 15,903    
|Depreciation                                   |  |                                         | 14,267     |      |                                        | 14,033     |      |  |      | 44,199     |  |   | 42,787    
|Other                                          |  |                                         | 18,254     |      |                                        | 14,130     |      |  |      | 52,889     |  |   | 40,169    
|                                               |  |                                         |            |      |                                        |            |      |  |      |            |  |   |           
|Total operating expenses                       |  |                                         | 391,630    |      |                                        | 355,351    |      |  |      | 1,145,493  |  |   | 1,034,967 
|                                               |  |                                         |            |      |                                        |            |      |  |      |            |  |   |           
|Operating Income                               |  |                                         | 37,416     |      |                                        | 28,831     |      |  |      | 80,612     |  |   | 62,423    
|                                               |  |                                         |            |      |                                        |            |      |  |      |            |  |   |           
|                                               |  |                                         |            |     
|Other Income and Expense:                      |  |                                         |            |      |                                        |            |      |  |      |            |  |   |           
|Interest income from Union Pacific Corporation |  |                                         |           |      |                                        | 4,053      |      |  |      |           |  |   | 11,022    
|Interest expense                               |  |                                         | 1,353      |      |                                        | 263        |      |  |      | 3,989      |  |   | 1,032     
|Other income (expense)                         |  |                                         | 7          |      |                                        | (9         | )    |  |      | 137        |  |   | 288       
|                                               |  |                                         |            |      |                                        |            |      |  |      |            |  |   |           
|Income before Income Taxes                     |  |                                         | 36,070     |      |                                        | 32,612     |      |  |      | 76,760     |  |   | 72,701    
|Income tax expense                             |  |                                         | 13,640     |      |                                        | 12,894     |      |  |      | 29,984     |  |   | 28,952    
|                                               |  |                                         |            |      |                                        |            |      |  |      |            |  |   |           
|Net Income                                     |  | $                                       | 22,430     |      | $                                      | 19,718     |      |  | $    | 46,776     |  | $ | 43,749    
|                                               |  |                                         |            |      |                                        |            |      |  |      |            |  |   |           
|                                               |  |                                         |            |     
|Earnings and dividends per share:              |  |                                         |            |      |                                        |            |      |  |      |            |  |   |           
|Net income per share  basic                   |  | $                                       | 0.81       |      | $                                      | 0.72       |      |  | $    | 1.69       |  | $ | 1.59      
|                                               |  |                                         |            |      |                                        |            |      |  |      |            |  |   |           
|Net income per share  diluted                 |  | $                                       | 0.80       |      | $                                      | 0.72       |      |  | $    | 1.67       |  | $ | 1.59      
|                                               |  |                                         |            |      |                                        |            |      |  |      |            |  |   |           
|Number of shares  basic                       |  |                                         | 27,766,403 |      |                                        | 27,500,000 |      |  |      | 27,764,158 |  |   | 27,500,000
|                                               |  |                                         |            |      |                                        |            |      |  |      |            |  |   |           
|Number of shares  diluted                     |  |                                         | 27,974,393 |      |                                        | 27,500,000 |      |  |      | 27,905,251 |  |   | 27,500,000
|                                               |  |                                         |            |      |                                        |            |      |  |      |            |  |   |           
|Dividends declared                             |  | $                                       | 0.04       |      |                                        | N/A        |      |  | $    | 0.12       |  |   | N/A       
|                                               |  |                                         |            |      |                                        |            |      |  |      |            |  |   |           



The accompanying Notes
are an integral part of these Consolidated Condensed Financial Statements.



3



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##### Table of Contents

OVERNITE CORPORATION (OVERNITE HOLDING, INC., prior to November 5, 2003)



CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION (Unaudited)



|                                                                                                                                                                  |  |                        |           |   |                     |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | --------- | - | ------------------- | - | --------- | -
|                                                                                                                                                                  |  | At September 30,2004   |           |   | At December 31,2003 |  
|                                                                                                                                                                  |  | (Thousands of Dollars) |          
|ASSETS                                                                                                                                                            |  |                        |           |   |                     |   |           |  
|Current Assets:                                                                                                                                                   |  |                        |           |   |                     |   |           |  
|Cash and cash equivalents                                                                                                                                         |  | $                      | 53,275    |   |                     | $ | 11,068    |  
|Accounts receivable (net of allowances of $18,249 in 2004 and $14,848 in 2003)                                                                                    |  |                        | 183,870   |   |                     |   | 152,285   |  
|Inventories                                                                                                                                                       |  |                        | 10,723    |   |                     |   | 9,569     |  
|Current deferred income tax asset                                                                                                                                 |  |                        | 8,643     |   |                     |   | 8,643     |  
|Other current assets                                                                                                                                              |  |                        | 9,228     |   |                     |   | 16,693    |  
|                                                                                                                                                                  |  |                        |           |   |                     |   |           |  
|Total current assets                                                                                                                                              |  |                        | 265,739   |   |                     |   | 198,258   |  
|                                                                                                                                                                  |  |                        |           |   |                     |   |           |  
|Properties:                                                                                                                                                       |  |                        |           |   |                     |   |           |  
|Cost                                                                                                                                                              |  |                        | 1,024,691 |   |                     |   | 1,009,443 |  
|Accumulated depreciation                                                                                                                                          |  |                        | (522,201  | ) |                     |   | (509,997  | )
|                                                                                                                                                                  |  |                        |           |   |                     |   |           |  
|Net properties                                                                                                                                                    |  |                        | 502,490   |   |                     |   | 499,446   |  
|                                                                                                                                                                  |  |                        |           |   |                     |   |           |  
|Other Assets:                                                                                                                                                     |  |                        |           |   |                     |   |           |  
|Deferred income tax asset                                                                                                                                         |  |                        | 78,778    |   |                     |   | 81,126    |  
|Goodwill and intangible asset                                                                                                                                     |  |                        | 16,232    |   |                     |   | 16,232    |  
|Intangible pension asset                                                                                                                                          |  |                        | 20,375    |   |                     |   | 20,375    |  
|Other assets                                                                                                                                                      |  |                        | 14,007    |   |                     |   | 15,293    |  
|                                                                                                                                                                  |  |                        |           |   |                     |   |           |  
|Total assets                                                                                                                                                      |  | $                      | 897,621   |   |                     | $ | 830,730   |  
|                                                                                                                                                                  |  |                        |           |   |                     |   |           |  
|LIABILITIES AND COMMON SHAREHOLDERS EQUITY                                                                                                                       |  |                        |           |   |                     |   |           |  
|Current Liabilities:                                                                                                                                              |  |                        |           |   |                     |   |           |  
|Accounts payable                                                                                                                                                  |  | $                      | 41,880    |   |                     | $ | 34,268    |  
|Employee savings plan                                                                                                                                             |  |                        | 20,991    |   |                     |   | 18,125    |  
|Accrued wages and benefits                                                                                                                                        |  |                        | 68,535    |   |                     |   | 60,646    |  
|Accrued casualty costs                                                                                                                                            |  |                        | 53,477    |   |                     |   | 48,488    |  
|Income and other taxes                                                                                                                                            |  |                        | 16,706    |   |                     |   | 10,151    |  
|Retiree benefits obligation                                                                                                                                       |  |                        | 11,400    |   |                     |   | 11,400    |  
|Current portion of long-term debt                                                                                                                                 |  |                        | 12,500    |   |                     |   | 12,500    |  
|Promissory note to Union Pacific Corporation                                                                                                                      |  |                        |          |   |                     |   | 1,000     |  
|Other current liabilities                                                                                                                                         |  |                        | 5,470     |   |                     |   | 5,268     |  
|                                                                                                                                                                  |  |                        |           |   |                     |   |           |  
|Total current liabilities                                                                                                                                         |  |                        | 230,959   |   |                     |   | 201,846   |  
|                                                                                                                                                                  |  |                        |           |   |                     |   |           |  
|Non-current Liabilities:                                                                                                                                          |  |                        |           |   |                     |   |           |  
|Long-term debt, less current portion                                                                                                                              |  |                        | 103,125   |   |                     |   | 115,500   |  
|Accrued casualty costs                                                                                                                                            |  |                        | 23,450    |   |                     |   | 23,450    |  
|Retiree benefits obligation                                                                                                                                       |  |                        | 111,098   |   |                     |   | 107,817   |  
|Other liabilities                                                                                                                                                 |  |                        | 992       |   |                     |   | 1,049     |  
|                                                                                                                                                                  |  |                        |           |   |                     |   |           |  
|Total non-current liabilities                                                                                                                                     |  |                        | 238,665   |   |                     |   | 247,816   |  
|                                                                                                                                                                  |  |                        |           |   |                     |   |           |  
|Commitments and contingencies                                                                                                                                     |  |                        |           |   |                     |   |           |  
|Common Shareholders Equity:                                                                                                                                      |  |                        |           |   |                     |   |           |  
|Common stock, $0.01 par value, authorized 150,000,000 shares; issued and outstanding: 28,008,524 shares at September 30, 2004 and 27,913,720
at December 31, 2003 |  |                        | 280       |   |                     |   | 279       |  
|Paid-in surplus                                                                                                                                                   |  |                        | 1,286,012 |   |                     |   | 1,275,415 |  
|Accumulated deficit                                                                                                                                               |  |                        | (800,495  | ) |                     |   | (843,911  | )
|Unearned deferred compensation                                                                                                                                    |  |                        | (9,830    | ) |                     |   | (2,745    | )
|Accumulated other comprehensive loss                                                                                                                              |  |                        | (47,970   | ) |                     |   | (47,970   | )
|                                                                                                                                                                  |  |                        |           |   |                     |   |           |  
|Total common shareholders equity                                                                                                                                 |  |                        | 427,997   |   |                     |   | 381,068   |  
|                                                                                                                                                                  |  |                        |           |   |                     |   |           |  
|Total liabilities and common shareholders equity                                                                                                                 |  | $                      | 897,621   |   |                     | $ | 830,730   |  
|                                                                                                                                                                  |  |                        |           |   |                     |   |           |  



The accompanying Notes
are an integral part of these Consolidated Condensed Financial Statements.



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OVERNITE CORPORATION (OVERNITE HOLDING, INC., prior to November 5, 2003)



CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)



|                                                                                  |  |                                        |         |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | -------------------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                  |  | For the Nine MonthsEnded September 30, |        
|                                                                                  |  | 2004                                   |         |   | 2003 |  
|                                                                                  |  | (Thousands of Dollars)                 |        
|Operating Activities:                                                             |  |                                        |         |   |      |   |         |  
|Net income                                                                        |  | $                                      | 46,776  |   |      | $ | 43,749  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                        |         |   |      |   |         |  
|Depreciation                                                                      |  |                                        | 44,199  |   |      |   | 42,787  |  
|Provision for doubtful accounts                                                   |  |                                        | 10,395  |   |      |   | 3,883   |  
|Deferred income taxes                                                             |  |                                        | 2,348   |   |      |   | 19,572  |  
|Change in retiree obligations, net                                                |  |                                        | 3,281   |   |      |   | (20,530 | )
|Othernet                                                                         |  |                                        | 4,741   |   |      |   | (350    | )
|Changes in current assets and liabilities, net                                    |  |                                        | (5,556  | ) |      |   | 20,775  |  
|                                                                                  |  |                                        |         |   |      |   |         |  
|Cash provided by operating activities                                             |  |                                        | 106,184 |   |      |   | 109,886 |  
|                                                                                  |  |                                        |         |   |      |   |         |  
|Investing Activities:                                                             |  |                                        |         |   |      |   |         |  
|Capital investments                                                               |  |                                        | (48,312 | ) |      |   | (43,530 | )
|Proceeds from sale of assets                                                      |  |                                        | 1,070   |   |      |   | 805     |  
|                                                                                  |  |                                        |         |   |      |   |         |  
|Cash used in investing activities                                                 |  |                                        | (47,242 | ) |      |   | (42,725 | )
|                                                                                  |  |                                        |         |   |      |   |         |  
|Financing Activities:                                                             |  |                                        |         |   |      |   |         |  
|Repayment of debt                                                                 |  |                                        | (13,375 | ) |      |   |        |  
|Dividends paid to shareholders                                                    |  |                                        | (3,360  | ) |      |   |        |  
|Cash overdraft                                                                    |  |                                        |        |   |      |   | (2,979  | )
|Dividends paid to Union Pacific Corporation                                       |  |                                        |        |   |      |   | (12,000 | )
|Advances to Union Pacific Corporation, net                                        |  |                                        |        |   |      |   | (51,423 | )
|                                                                                  |  |                                        |         |   |      |   |         |  
|Cash used in financing activities                                                 |  |                                        | (16,735 | ) |      |   | (66,402 | )
|                                                                                  |  |                                        |         |   |      |   |         |  
|Net Change in Cash:                                                               |  |                                        | 42,207  |   |      |   | 759     |  
|Cash at beginning of year                                                         |  |                                        | 11,068  |   |      |   | 2,086   |  
|                                                                                  |  |                                        |         |   |      |   |         |  
|Cash at end of period                                                             |  | $                                      | 53,275  |   |      | $ | 2,845   |  
|                                                                                  |  |                                        |         |   |      |   |         |  
|Changes in Current Assets and Liabilities, net:                                   |  |                                        |         |   |      |   |         |  
|Accounts receivable                                                               |  | $                                      | (41,980 | ) |      | $ | (29,534 | )
|Income taxes receivable                                                           |  |                                        |        |   |      |   | 25,381  |  
|Inventories                                                                       |  |                                        | (1,154  | ) |      |   | 914     |  
|Other current assets                                                              |  |                                        | 7,465   |   |      |   | 2,541   |  
|Accounts, wages and benefits payable                                              |  |                                        | 15,501  |   |      |   | 11,889  |  
|Employee savings plan                                                             |  |                                        | 2,866   |   |      |   | 3,992   |  
|Other current liabilities                                                         |  |                                        | 202     |   |      |   | (3,323  | )
|Income and other taxes payable                                                    |  |                                        | 6,555   |   |      |   | 3,405   |  
|Casualty cost                                                                     |  |                                        | 4,989   |   |      |   | 5,510   |  
|                                                                                  |  |                                        |         |   |      |   |         |  
|Total                                                                             |  | $                                      | (5,556  | ) |      | $ | 20,775  |  
|                                                                                  |  |                                        |         |   |      |   |         |  
|Supplemental Cash Flow Information:                                               |  |                                        |         |   |      |   |         |  
|Cash paid during the period for:                                                  |  |                                        |         |   |      |   |         |  
|Interest                                                                          |  | $                                      | 3,598   |   |      | $ | 1,013   |  
|Income taxes, net                                                                 |  | $                                      | 24,952  |   |      | $ | (20,624 | )



The accompanying Notes
are an integral part of these Consolidated Condensed Financial Statements.



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OVERNITE CORPORATION (OVERNITE HOLDING, INC., prior to November 5, 2003)



NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)



Basis of Presentation



The accompanying unaudited consolidated condensed financial statements for
Overnite Corporation (prior to November 5, 2003, Overnite Holding, Inc.) and its subsidiaries (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim
financial reporting, and in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (the SEC). Accordingly, they do not include all of the information and notes
required by generally accepted accounting principles for a complete financial presentation. In the opinion of management, the financial statements include all adjustments (consisting only of normal and recurring adjustments) necessary for a fair
presentation of the financial position and operating results for the interim periods. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K
for Overnite Corporation (Overnite) for the year ended December 31, 2003. The results of operations for the nine months ended September 30, 2004 are not necessarily indicative of the expected results for the entire year ending December
31, 2004.



Unless the context otherwise requires, all
references herein to we, us, our, and the Company are to Overnite and its subsidiaries.



On November 5, 2003 Union Pacific Corporation (UPC) completed the divestiture of its entire interest in Overnite Holding, Inc. (Overnite
Holding) through an initial public offering. In order to facilitate the offering, immediately prior to the consummation of the offering, Overnite acquired from UPC all of the outstanding common stock of Overnite Holding. In exchange, Overnite
issued to UPC (1) 27.5 million shares of its common stock, which represented all of the outstanding shares of common stock of Overnite upon consummation of the transaction, and (2) a $1.0 million promissory note payable six months following the date
of consummation of the transaction. In addition, subsequent to this transaction but immediately prior to the consummation of the offering, Overnite Holding paid to UPC a dividend consisting of $128.0 million in cash and the forgiveness of the net
intercompany advances to UPC as of the date of the transaction, which totaled $222.1 million. This series of transactions is referred to as the Divestiture Transaction.



Concurrent with the Divestiture Transaction, Overnite and Overnite Transportation Company (Overnite
Transportation or OTC) entered into a $300 million credit agreement (the Credit Agreement) with a syndicate of lenders. A total of $128.0 million was drawn immediately to pay the cash dividend described in the preceding
paragraph.



Following the Divestiture Transaction, Overnite
Holding became a direct wholly-owned subsidiary of Overnite and Overnite Transportation and Motor Cargo Industries, Inc. (Motor Cargo) became indirect wholly-owned subsidiaries of Overnite. UPC sold 100% of the shares of common stock of
Overnite that it received in the Divestiture Transaction in the initial public offering.



Note 1. Business



The
Company, through its primary operating subsidiaries, is a leading predominantly non-union provider of less than truckload (LTL) transportation service, offering a full spectrum of regional, inter-regional and long-haul services
nationwide. The Company serves a diverse customer base through a network of 208 service centers located near metropolitan centers. The Company operates through two principal subsidiary companies, OTC and Motor Cargo. OTC operates on a nationwide
basis and Motor Cargo operates primarily in the Western United States.



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OVERNITE CORPORATION (OVERNITE HOLDING, INC., prior to November 5, 2003)



NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
STATEMENTS(Continued)

(Unaudited)



Note 2. Earnings and Dividends Per Share



The following table presents information necessary to calculate basic and diluted earnings per share and common
equivalent shares:



|                                              |  |                                               |            |                                               |   |            |  |      |            |  |   |           
|--------------------------------------------- |  | --------------------------------------------- | ---------- | --------------------------------------------- | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                              |  | Three Months Ended September 30,              |            | Nine Months Ended September 30,              
|                                              |  | 2004                                          |            | 2003                                          |   | 2004       |  | 2003
|                                              |  | (thousands except share andper share amounts) |            | (thousands except share andper share amounts)
|Net income                                    |  | $                                             | 22,430     |                                               | $ | 19,718     |  | $    | 46,776     |  | $ | 43,749    
|                                              |  |                                               |            |                                               |   |            |  |      |            |  |   |           
|Basic EPS                                     |  |                                               |            |                                               |   |            |  |      |            |  |   |           
|Weighted average shares outstanding  basic   |  |                                               | 27,766,403 |                                               |   | 27,500,000 |  |      | 27,764,158 |  |   | 27,500,000
|                                              |  |                                               |            |                                               |   |            |  |      |            |  |   |           
|                                              |  |                                               |            |                                              
|Net income per share                          |  | $                                             | 0.81       |                                               | $ | 0.72       |  | $    | 1.69       |  | $ | 1.59      
|                                              |  |                                               |            |                                               |   |            |  |      |            |  |   |           
|Diluted EPS                                   |  |                                               |            |                                               |   |            |  |      |            |  |   |           
|Weighted average shares outstanding  basic   |  |                                               | 27,766,403 |                                               |   | 27,500,000 |  |      | 27,764,158 |  |   | 27,500,000
|Dilutive effect of stock options              |  |                                               | 80,282     |                                               |   |           |  |      | 56,321     |  |   |          
|Dilutive effect of retention shares           |  |                                               | 127,708    |                                               |   |           |  |      | 84,772     |  |   |          
|                                              |  |                                               |            |                                               |   |            |  |      |            |  |   |           
|                                              |  |                                               |            |                                              
|Weighted average shares outstanding  diluted |  |                                               | 27,974,393 |                                               |   | 27,500,000 |  |      | 27,905,251 |  |   | 27,500,000
|                                              |  |                                               |            |                                               |   |            |  |      |            |  |   |           
|                                              |  |                                               |            |                                              
|Net income per share                          |  | $                                             | 0.80       |                                               | $ | 0.72       |  | $    | 1.67       |  | $ | 1.59      
|                                              |  |                                               |            |                                               |   |            |  |      |            |  |   |           



Basic earnings per
share is calculated on the weighted average number of common shares outstanding during each period. Diluted earnings per share includes shares issuable upon exercise of outstanding stock options and stock-based awards where such instruments would be
dilutive.



Note 3. Comprehensive Income



For the nine months ended September 30, 2004 and September 30, 2003, the
Company recognized total comprehensive income of $46.8 million and $43.3 million, respectively. For the nine months ended September 30, 2004, the Company recognized no other comprehensive income or loss, compared to other comprehensive loss of
$0.5 million for the nine months ended September 30, 2003. Other comprehensive loss for the nine-month period ended September 30, 2003 related to the effective portion of the changes in the fair values of derivatives designated as hedging
instruments related to fuel.



Note 4. Segment Information



OTC Segment



The OTC segment includes LTL, closely related truckload operations and
dedicated truckload operations, and operates as a regional carrier with long-haul capabilities, with a network of 171 service centers throughout the United States. This segment serves all 50 states, Canada, Mexico, the U.S. Virgin Islands, Puerto
Rico and Guam and transports a variety of products, including machinery, textiles, plastics, electronics and paper products. Corporate assets and expenses are included in the OTC segment.



Motor Cargo Segment



Motor Cargo is a regional LTL carrier operating through 37 service centers, providing transportation services within the Western United States,
transporting a variety of products, including consumer goods,



7



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##### Table of Contents

OVERNITE CORPORATION (OVERNITE HOLDING, INC., prior to November 5, 2003)



NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
STATEMENTS(Continued)

(Unaudited)



packaged foodstuffs, electronics, apparel, hardware and industrial goods. Motor Cargo also provides warehousing, dry and temperature controlled LTL and
logistics services.



The following tables reflect asset
information for these segments of the Company as of September 30, 2004 and December 31, 2003, and capital expenditures and depreciation expense for the three-month and nine-month periods ended September 30, 2004 and 2003:



|             |  |                        |         |                  |   |        
|------------ |  | ---------------------- | ------- | ---------------- | - | -------
|             |  | At                    
|             |  | September 30,2004      |         | December 31,2003
|             |  | (Thousands of Dollars)
|Assets:      |  |                        |         |                  |   |        
|OTC          |  | $                      | 767,152 |                  | $ | 710,752
|Motor Cargo  |  |                        | 130,469 |                  |   | 119,978
|             |  |                        |         |                  |   |        
|Consolidated |  | $                      | 897,621 |                  | $ | 830,730
|             |  |                        |         |                  |   |        



|                      |  |                                 |        |                                |   |        |  |      |        |  |   |       
|--------------------- |  | ------------------------------- | ------ | ------------------------------ | - | ------ |  | ---- | ------ |  | - | ------
|                      |  | Three Months EndedSeptember 30, |        | Nine Months EndedSeptember 30,
|                      |  | 2004                            |        | 2003                           |   | 2004   |  | 2003
|                      |  | (Thousands of Dollars)          |        | (Thousands of Dollars)        
|Capital Expenditures: |  |                                 |        |                                |   |        |  |      |        |  |   |       
|OTC                   |  | $                               | 29,331 |                                | $ | 14,438 |  | $    | 40,863 |  | $ | 35,784
|Motor Cargo           |  |                                 | 3,348  |                                |   | 1,518  |  |      | 7,449  |  |   | 7,746 
|                      |  |                                 |        |                                |   |        |  |      |        |  |   |       
|Consolidated          |  | $                               | 32,679 |                                | $ | 15,956 |  | $    | 48,312 |  | $ | 43,530
|                      |  |                                 |        |                                |   |        |  |      |        |  |   |       
|                      |  |                                 |        |                               
|Depreciation Expense: |  |                                 |        |                                |   |        |  |      |        |  |   |       
|OTC                   |  | $                               | 12,403 |                                | $ | 12,009 |  | $    | 38,482 |  | $ | 36,412
|Motor Cargo           |  |                                 | 1,864  |                                |   | 2,024  |  |      | 5,717  |  |   | 6,375 
|                      |  |                                 |        |                                |   |        |  |      |        |  |   |       
|Consolidated          |  | $                               | 14,267 |                                | $ | 14,033 |  | $    | 44,199 |  | $ | 42,787
|                      |  |                                 |        |                                |   |        |  |      |        |  |   |       



The following table
reflects operating segment information of the Company for operating revenue, operating income and net income for the three-month and nine-month periods ended September 30, 2004 and 2003:



|                   |  |                                 |         |                                |   |         |  |      |           |  |   |          
|------------------ |  | ------------------------------- | ------- | ------------------------------ | - | ------- |  | ---- | --------- |  | - | ---------
|                   |  | Three Months EndedSeptember 30, |         | Nine Months EndedSeptember 30,
|                   |  | 2004                            |         | 2003                           |   | 2004    |  | 2003
|                   |  | (Thousands of Dollars)          |         | (Thousands of Dollars)        
|Operating Revenue: |  |                                 |         |                                |   |         |  |      |           |  |   |          
|OTC                |  | $                               | 380,702 |                                | $ | 340,903 |  | $    | 1,091,698 |  | $ | 977,987  
|Motor Cargo        |  |                                 | 48,344  |                                |   | 43,279  |  |      | 134,407   |  |   | 119,403  
|                   |  |                                 |         |                                |   |         |  |      |           |  |   |          
|Consolidated       |  | $                               | 429,046 |                                | $ | 384,182 |  | $    | 1,226,105 |  | $ | 1,097,390
|                   |  |                                 |         |                                |   |         |  |      |           |  |   |          
|                   |  |                                 |         |                               
|Operating Income:  |  |                                 |         |                                |   |         |  |      |           |  |   |          
|OTC                |  | $                               | 33,742  |                                | $ | 24,932  |  | $    | 71,634    |  | $ | 54,943   
|Motor Cargo        |  |                                 | 3,674   |                                |   | 3,899   |  |      | 8,978     |  |   | 7,480    
|                   |  |                                 |         |                                |   |         |  |      |           |  |   |          
|Consolidated       |  | $                               | 37,416  |                                | $ | 28,831  |  | $    | 80,612    |  | $ | 62,423   
|                   |  |                                 |         |                                |   |         |  |      |           |  |   |          
|                   |  |                                 |         |                               
|Net Income:        |  |                                 |         |                                |   |         |  |      |           |  |   |          
|OTC                |  | $                               | 20,122  |                                | $ | 17,254  |  | $    | 41,126    |  | $ | 38,911   
|Motor Cargo        |  |                                 | 2,308   |                                |   | 2,464   |  |      | 5,650     |  |   | 4,838    
|                   |  |                                 |         |                                |   |         |  |      |           |  |   |          
|Consolidated       |  | $                               | 22,430  |                                | $ | 19,718  |  | $    | 46,776    |  | $ | 43,749   
|                   |  |                                 |         |                                |   |         |  |      |           |  |   |          



8



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##### Table of Contents

OVERNITE CORPORATION (OVERNITE HOLDING, INC., prior to November 5, 2003)



NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
STATEMENTS(Continued)

(Unaudited)



Note 5. Related Party Transactions



Until the date of the Divestiture Transaction, advances to and from UPC accrued interest at a 7.5% annual interest rate. The
Company earned $11.0 million of interest income related to the receivable from UPC in the first nine months of 2003. The receivable from UPC was eliminated on November 5, 2003 as a result of the Divestiture Transaction.



Until the date of the Divestiture Transaction, the Company and UPC completed
transportation arrangements for each others customers and billed each other in accordance with intermodal agreements and other contracts in the normal course of business, at commercial terms that were equitable to all parties. During the nine
months ended September 30, 2003 these intercompany transactions included in the Companys operating revenue amounted to $4.1 million.



Note 6. Long-term debt



Long-term debt at September 30, 2004 consisted of $115.6 million outstanding under the Credit Agreement entered into at the time of the Divestiture
Transaction. The Credit Agreement provides for total borrowings of $300 million, consisting of a term loan of $125 million and a revolving loan of $175 million, of which up to a maximum of $150 million is available for the issuance of letters of
credit.



The remaining availability under the revolving loan
facility can be used for working capital, capital expenditures, general corporate purposes and to support letters of credit. The terms of the Credit Agreement also provide for an increase, at our option, in the aggregate commitments under the
facility from $300 million to $350 million, either by adding additional lenders or by agreeing with existing lenders to increase their commitments. Each of the term loan and the revolving loan facility has a maturity date of November 5, 2008.



Borrowings under the term loan and the revolving loan facility
bear interest, at the Companys option, at either adjusted LIBOR or the alternate base rate, plus a spread based upon our credit rating. The effective interest rate at September 30, 2004 was 3.34%. For the nine months ended September 30, 2004
the average interest rate was 2.73%. Outstanding letters of credit issued under the revolving loan facility are subject to an annual fee equal to the applicable spread over adjusted LIBOR for revolving loans. Letters of credit outstanding under the
Credit Agreement were $68.7 million at September 30, 2004. The Company is also required to pay administrative fees, commitment fees, letter of credit issuance and administration fees and certain expenses, and to provide certain indemnities, all of
which the Company believes to be customary for financings of this type.



The Credit Agreement contains affirmative, negative and financial covenants we believe are customary for financings of this type. Specifically, the Credit Agreement contains financial covenants regarding maximum leverage ratios, a minimum
fixed charge coverage ratio and a minimum asset coverage ratio. Obligations under the Credit Agreement are guaranteed by Overnite and certain of our domestic subsidiaries, including Motor Cargo, and are secured by a first-priority lien on and
security interest in all of the capital stock of Overnite Holding, Overnite, Inc. and OTC, as well as all of the capital stock held by OTC and any guarantor under the Credit Agreement.



The Companys long-term debt at September 30, 2004 consists of:



|                     |  |                       |         |  
|-------------------- |  | --------------------- | ------- | -
|                     |  | (Thousandsof Dollars) |        
|Term Loan            |  | $                     | 115,625 |  
|Current Portion      |  |                       | (12,500 | )
|                     |  |                       |         |  
|Total Long-Term Debt |  | $                     | 103,125 |  
|                     |  |                       |         |  



9



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##### Table of Contents

OVERNITE CORPORATION (OVERNITE HOLDING, INC., prior to November 5, 2003)



NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
STATEMENTS(Continued)

(Unaudited)



Note 7. Retirement Plans



The Company provides defined pension benefits to eligible employees of OTC and Motor Cargo. OTC pension benefits are based
on years of service and compensation during employment and cover substantially all employees. Motor Cargo pension benefits are based solely upon years of service.



On April 10, 2004, the Pension Funding Equity Act of 2004 (the Act) was approved. As a result, discount rates
used to calculate pension funding requirements for 2004 and 2005 will be based upon long-term corporate bond rates. In years prior to 2004, discount rates used to calculate pension funding requirements were based upon the 30-year Treasury rate
which, in general, has been slightly lower than the rates now required under the Act.



During the first nine months of 2004, the Company made pension plan contributions of $30.3 million compared to $45.7 million in the comparable period of 2003. The Company has made these contributions on a voluntary
basis as no contributions were required in either 2003 or 2004.



The amount of net periodic benefit cost for the three months ended September 30, 2004 was $10.9 million compared to $7.7 million for the same period in 2003. The amount of net periodic benefit cost for the nine months ended September 30,
2004 was $29.1 million compared to $22.6 million for the same period in 2003. The components are summarized in the table below:



|                               |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|------------------------------ |  | ------------------------------- | ------- | - | ------------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                               |  | Three Months EndedSeptember 30, |         |   | Nine Months EndedSeptember 30, |  
|                               |  | 2004                            |         |   | 2003                           |   |         | 2004 |  |   | 2003    |  
|                               |  | (Thousands of Dollars)          |         |   | (Thousands of Dollars)         |  
|Service cost                   |  | $                               | 6,065   |   |                                | $ | 8,364   |      |  | $ | 24,232  |   |  | $ | 24,617  |  
|Interest cost                  |  |                                 | 14,363  |   |                                |   | 13,141  |      |  |   | 42,089  |   |  |   | 38,674  |  
|Expected return on plan assets |  |                                 | (14,329 | ) |                                |   | (15,074 | )    |  |   | (45,793 | ) |  |   | (44,362 | )
|Prior service cost             |  |                                 | 1,154   |   |                                |   | 1,230   |      |  |   | 3,692   |   |  |   | 3,622   |  
|Actuarial (gain)loss           |  |                                 | 3,656   |   |                                |   | 23      |      |  |   | 4,848   |   |  |   | 63      |  
|                               |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Net periodic benefit cost      |  | $                               | 10,909  |   |                                | $ | 7,684   |      |  | $ | 29,068  |   |  | $ | 22,614  |  
|                               |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  



10



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##### Table of Contents

OVERNITE CORPORATION (OVERNITE HOLDING, INC., prior to November 5, 2003)



NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
STATEMENTS(Continued)

(Unaudited)



Note 8. Stock-Based Compensation



The Company has stock-based employee compensation that may consist of options, stock appreciation rights, stock awards or
performance shares. The Company participated in UPCs stock-based employee compensation plans until November 5, 2003. The Company accounts for these plans under the recognition and measurement principles of APB Opinion No. 25, Accounting
for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation expense related to stock option grants is reflected in net income as all options granted under these plans had an exercise price equal to the
market value of the underlying common stock on the date of grant. Stock-based employee compensation expense related to restricted stock and other incentive plans is reflected in net income. The following table illustrates the effect on net income
for the three-month and nine-month periods ended September 30, 2004 and 2003 if the Company had applied the fair value recognition provisions of Financial Accounting Standards Board (the FASB) Statement No. 123, Accounting for
Stock-Based Compensation, to stock-based employee compensation:



|                                                                                                              |  |                                                 |        |   |                                                 |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------- | ------ | - | ----------------------------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                              |  | Three Months Ended September 30,                |        |   | Nine Months Ended September 30,                 |  
|                                                                                                              |  | 2004                                            |        |   | 2003                                            |   |        | 2004 |  |   | 2003   |  
|                                                                                                              |  | (Thousands of Dollars Except Per Share Amounts) |        |   | (Thousands of Dollars Except Per Share Amounts) |  
|Net income as reported                                                                                        |  | $                                               | 22,430 |   |                                                 | $ | 19,718 |      |  | $ | 46,776 |   |  | $ | 43,749 |  
|Stock-based employee compensation expense included in reported net income, net of tax                         |  |                                                 | 1,531  |   |                                                 |   | 381    |      |  |   | 2,016  |   |  |   | 1,690  |  
|Total stock-based employee compensation expense determined under fair value method for all awards, net of tax |  |                                                 | (1,704 | ) |                                                 |   | (840   | )    |  |   | (2,584 | ) |  |   | (3,059 | )
|                                                                                                              |  |                                                 |        |   |                                                 |   |        |      |  |   |        |   |  |   |        |  
|Pro forma net income                                                                                          |  | $                                               | 22,257 |   |                                                 | $ | 19,259 |      |  | $ | 46,208 |   |  | $ | 42,380 |  
|                                                                                                              |  |                                                 |        |   |                                                 |   |        |      |  |   |        |   |  |   |        |  
|Net income per share, as reported  basic                                                                     |  | $                                               | 0.81   |   |                                                 | $ | 0.72   |      |  | $ | 1.69   |   |  | $ | 1.59   |  
|                                                                                                              |  |                                                 |        |   |                                                 |   |        |      |  |   |        |   |  |   |        |  
|Net income per share, pro forma  basic                                                                       |  | $                                               | 0.80   |   |                                                 | $ | 0.70   |      |  | $ | 1.66   |   |  | $ | 1.54   |  
|                                                                                                              |  |                                                 |        |   |                                                 |   |        |      |  |   |        |   |  |   |        |  
|Net income per share, as reported  diluted                                                                   |  | $                                               | 0.80   |   |                                                 | $ | 0.72   |      |  | $ | 1.67   |   |  | $ | 1.59   |  
|                                                                                                              |  |                                                 |        |   |                                                 |   |        |      |  |   |        |   |  |   |        |  
|Net income per share, pro forma  diluted                                                                     |  | $                                               | 0.80   |   |                                                 | $ | 0.70   |      |  | $ | 1.66   |   |  | $ | 1.54   |  
|                                                                                                              |  |                                                 |        |   |                                                 |   |        |      |  |   |        |   |  |   |        |  



The fair value of each
option grant was estimated on the date of grant using the Black-Scholes option-pricing model, with the following weighted-average assumptions for options granted during the three and nine months ended September 30, 2004: risk-free interest rates of
3.2%; dividend yield of 0.7%; expected lives of 5 years; and volatility of 44.6%. Assumptions for the three and nine months ended September 30, 2003 were: risk free interest rates of 2.9%; dividend yield of 1.5%; expected lives of 5 years; and
volatility of 28.4%.



Note 9. Commitments and Contingencies



Unasserted ClaimsThere are various claims and lawsuits
pending against the Company. It is not possible at this time for the Company to determine fully the effect of all unasserted claims on its consolidated financial condition, results of operations or liquidity; however, to the extent possible, where
unasserted claims can be estimated and where such claims are considered probable, the Company has recorded a liability. The Company does not expect that any known lawsuits, claims, environmental costs, commitments, contingent liabilities or
guarantees will have a material adverse effect on its consolidated financial condition, results of operations or liquidity.



11



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##### Table of Contents

OVERNITE CORPORATION (OVERNITE HOLDING, INC., prior to November 5, 2003)



NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
STATEMENTS(Continued)

(Unaudited)



CommitmentsAs of September 30, 2004, the Companys self-insured retention
arrangements for workers compensation and automobile liability were secured by $83.4 million in letters of credit, which were unused, compared to $55.4 million as of December 31, 2003. The Company has $68.7 million of the letters of credit at
September 30, 2004 that fall under the Credit Agreement. The increase in the letters of credit resulted primarily as the surety bond market has deteriorated and the Company has replaced surety bonds with letters of credit. Additionally the increase
resulted from the Company becoming a stand-alone entity and having to obtain letters of credit rather than relying on UPC letters of credit.



GoodwillThe Company completed the required goodwill impairment test under generally accepted accounting principles effective August 31, 2004,
which did not indicate any impairment. The Company has $13.2 million of goodwill and $3.0 million in non-amortizable intangible assets related to its investment in Motor Cargo.



Note 10. Subsequent Events



On November 3, 2004, the Company amended the Credit Agreement to reduce the total credit availability to $250 million by (i) increasing the revolving loan
to $250 million, of which $175 million will be available for the issuance of letters of credit, and (ii) converting all outstanding term loans to revolving loans so that the outstanding principal amount of all term loans and term loan commitments
shall be zero. The initial interest rate will be 50 basis points below the existing rate. The terms of the Credit Agreement, as amended and restated (the Amended and Restated Credit Agreement) also provide an option for the Company to
increase the aggregate revolving credit commitments under the facility from $250 million up to $400 million, either by adding additional lenders or agreeing with existing lenders to increase their commitments. The revolving loan facility has a
maturity date of November 3, 2009. The Amended and Restated Credit Agreement contains affirmative, negative and financial covenants customary for financings of this type. Specifically, the Amended and Restated Credit Agreement contains financial
covenants regarding a maximum leverage ratio and a minimum fixed charge coverage ratio. Obligations under the Amended and Restated Credit Agreement are guaranteed by Overnite and certain of our domestic subsidiaries, including Motor Cargo, and are
secured by a first-priority lien on and security interest in all of the capital stock of Overnite Holding, Overnite, Inc. and OTC, as well as all the capital stock held by OTC and any guarantor under the Amended and Restated Credit Agreement.



Overnite uses Marsh & McLennan Cos. (Marsh) as
a broker for insurance coverage. Marsh has been accused by the Attorney General of the State of New York in a civil action, and the Chairman and Chief Executive of Marsh has resigned. The Company does not believe the outcome of the civil suit or the
change in the management at Marsh will have a material effect on the financial results of the Company or the availability or affordability of insurance coverage.



12



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



FORWARD LOOKING STATEMENTS



The following discussion contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These
forward-looking statements include, without limitation, statements regarding: expectations as to operational improvements; expectations as to cost savings, revenue growth and earnings; the time by which certain objectives will be achieved; estimates
of costs relating to environmental remediation and restoration; proposed new products and services; expectations that claims, lawsuits, environmental costs, commitments, contingent liabilities, labor negotiations or agreements, or other matters will
not have a material adverse effect on our consolidated financial position, results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results
and future economic performance; and statements of managements goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as may, will, should,
could, would, predicts, potential, continue, expects, anticipates, future, intends, plans, believes,
estimates, and similar expressions, as well as statements in future tense, identify forward-looking statements.



Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the
times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or managements good faith belief with respect to future events, and is subject to risks and
uncertainties that could cause the Companys actual performance or results to differ materially from those expressed in the statements. Important factors that could cause such differences include, but are not limited to: whether we are fully
successful in implementing our financial and operational initiatives; industry competition; conditions, performance and consolidation; legislative and/or regulatory developments; the effects of adverse general economic conditions, both within the
United States and globally; any adverse economic or operational repercussions from terrorist activities, any government response thereto and any future terrorist activities, war or other armed conflicts; changes in fuel prices; changes in labor
costs; labor stoppages; the outcome of claims and litigation; natural events such as severe weather, floods and earthquakes and other factors described in the Companys filings with the SEC, including under Risk Factors under Item 1
of our annual report on Form 10-K for the year ended December 31, 2003.



Forward-looking statements speak only as of the date the statements are made. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting
forward-looking information except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect
to other forward-looking statements.



OVERVIEW



The Company is a leading, predominantly non-union provider
of LTL transportation services, offering a full spectrum of regional, inter-regional and long-haul LTL services nationwide. In addition to our core LTL service, we also provide our customers with a number of additional value-added LTL services,
including expedited and guaranteed delivery, cross-border, assembly and distribution, trade show, government and third party logistics services. We serve a diverse customer base through a network of 208 service centers located near metropolitan
centers. We draw customers from varying industries and geographic markets, including customers in the retail, chemical, automotive, electronics and furniture industries.



From 1986 until November 5, 2003, the Company was a wholly-owned subsidiary of UPC. Although we operated as a separate
business, distinct from UPCs other activities, we relied on UPC for certain support functions, as well as financial support. Following the Divestiture Transaction, we no longer receive interest



13



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##### Table of Contents

income from UPC, which accounted for $11.0 million of interest income in the first nine months of 2003. Furthermore we have incurred certain costs in
connection with operating as a stand-alone company that exceed the costs that were incurred or were charged to us by UPC. These stand-alone costs include certain administrative costs for services previously performed for us by UPC, such as cash
management, internal audit and information services, as well as incremental costs we will incur, including SEC compliance, insurance, corporate secretary, shareholder relations, government relations and non-employee director costs. In addition,
Overnite incurred indebtedness under the Credit Agreement in order to pay a cash dividend to UPC in connection with the Divestiture Transaction, and may incur future indebtedness to finance working capital, capital expenditures, other general
corporate purposes and to support letters of credit.



MANAGEMENT SUMMARY



Operating revenue for the three months ended September
30, 2004 was $429.0 million, an increase of $44.8 million or 11.7% from $384.2 million for the comparable period of 2003. Total operating expense for the three months ended September 30, 2004 was $391.6 million, an increase of $36.2 million or 10.2%
from $355.4 million for the comparable period of 2003. The growth in operating revenue for the three months ended September 30, 2004 was primarily attributable to volume growth of 8.9%, higher fuel surcharges, and rate increases negotiated with
customers. The tonnage growth was attributable to higher growth in the economy, general tightness in the TL market, and the implementation of new hours of service rules. Higher expenses were primarily due to increased volumes, higher fuel costs and
increased other expenses.



The following table sets forth
certain statement of income data expressed as a percentage of operating revenue.



RESULTS OF OPERATIONS



Three Months Ended September 30, 2004 Compared to Three Months Ended September 30, 2003



|                                      |  |                                         |   |  |       |   |  |                   |  
|------------------------------------- |  | --------------------------------------- | - |  | ----- | - |  | ----------------- | -
|                                      |  | For the three months endedSeptember 30, |  
|                                      |  | 2004                                    |   |  | 2003  |   |  | Pro Forma2003 (1) |  
|                                      |  | Amounts in Percentages                  |  
|Operating revenue                     |  | 100.0                                   | % |  | 100.0 | % |  | 100.0             | %
|Operating expenses                    |  |                                         |   |  |       |   |  |                   |  
|Salaries, wages and employee benefits |  | 56.6                                    |   |  | 56.9  |   |  | 57.1              |  
|Supplies and expenses                 |  | 9.6                                     |   |  | 8.0   |   |  | 8.0               |  
|Operating taxes                       |  | 3.4                                     |   |  | 3.5   |   |  | 3.5               |  
|Claims and insurance                  |  | 2.8                                     |   |  | 5.0   |   |  | 5.2               |  
|Rents and purchased transportation    |  | 10.2                                    |   |  | 10.3  |   |  | 10.3              |  
|Communication and utilities           |  | 1.1                                     |   |  | 1.4   |   |  | 1.4               |  
|Depreciation                          |  | 3.3                                     |   |  | 3.7   |   |  | 3.7               |  
|Other                                 |  | 4.3                                     |   |  | 3.7   |   |  | 3.9               |  
|                                      |  |                                         |   |  |       |   |  |                   |  
|Total operating expenses (2)          |  | 91.3                                    |   |  | 92.5  |   |  | 93.1              |  
|                                      |  |                                         |   |  |       |   |  |                   |  
|Operating income                      |  | 8.7                                     |   |  | 7.5   |   |  | 6.9               |  
|Other income and expense              |  |                                         |   |  |       |   |  |                   |  
|Interest income from UPC              |  |                                        |   |  | 1.1   |   |  |                  |  
|Interest expense                      |  | 0.3                                     |   |  | 0.1   |   |  | 0.3               |  
|Other income                          |  |                                        |   |  |      |   |  |                  |  
|                                      |  |                                         |   |  |       |   |  |                   |  
|Income before income taxes            |  | 8.4                                     |   |  | 8.5   |   |  | 6.6               |  
|                                      |  |                                         |  
|Income tax expense (benefit)          |  | 3.2                                     |   |  | 3.4   |   |  | 2.6               |  
|                                      |  |                                         |   |  |       |   |  |                   |  
|Net income                            |  | 5.2                                     | % |  | 5.1   | % |  | 4.0               | %
|                                      |  |                                         |   |  |       |   |  |                   |  



14



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##### Table of Contents

---

Notes:



|(1) | Overnite became a stand-alone public company on November 5, 2003, as a result of the Divestiture Transaction. Pro forma results are a non-GAAP measure and have been provided to
present results as if we had been a public entity beginning January 1, 2003. For further information see the pro forma discussion beginning on page 25, below.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | The ratio of total operating expenses to operating revenue is referred to as the operating ratio.
|--- | -------------------------------------------------------------------------------------------------



Operating Revenue



The following table includes the components of operating revenue for the three months ended September 30, 2004. Operating revenue is affected by
weight hauled, LTL revenue per LTL hundredweight (LTL Rate Factor) including LTL fuel surcharge, and volume of shipments of our dedicated truckload service.



|                                                                |  |                                 |         |                              |   |         |                 |   |        |   |  |      |  
|--------------------------------------------------------------- |  | ------------------------------- | ------- | ---------------------------- | - | ------- | --------------- | - | ------ | - |  | ---- | -
|                                                                |  | Three Months EndedSeptember 30, |         | Increase (Decrease)from 2003 |   |         | %Changefrom2003 |  
|                                                                |  | 2004                            |         | 2003                         |   |        
|Operating Revenue by Business Line                              |  |                                 |         |                              |   |         |                 |   |        |   |  |      |  
|(amounts in thousands of dollars, except for percentages):      |  |                                 |         |                              |   |         |                 |   |        |   |  |      |  
|OTC LTL (1)                                                     |  | $                               | 335,859 |                              | $ | 305,928 |                 | $ | 29,931 |   |  | 9.8  | %
|OTC TL (1)                                                      |  |                                 | 23,497  |                              |   | 19,093  |                 |   | 4,404  |   |  | 23.1 |  
|OTC Dedicated TL                                                |  |                                 | 21,346  |                              |   | 15,882  |                 |   | 5,464  |   |  | 34.4 |  
|Motor Cargo LTL (1)                                             |  |                                 | 41,264  |                              |   | 36,852  |                 |   | 4,412  |   |  | 12.0 |  
|Motor Cargo TL (1)                                              |  |                                 | 4,985   |                              |   | 4,496   |                 |   | 489    |   |  | 10.9 |  
|Motor Cargo Other operating revenue                             |  |                                 | 2,095   |                              |   | 1,931   |                 |   | 164    |   |  | 8.5  |  
|                                                                |  |                                 |         |                              |   |         |                 |   |        |   |  |      |  
|Consolidated Operating Revenue                                  |  | $                               | 429,046 |                              | $ | 384,182 |                 | $ | 44,864 |   |  | 11.7 | %
|                                                                |  |                                 |         |                              |   |         |                 |   |        |   |  |      |  
|Operating Measures                                              |  |                                 |         |                              |   |         |                 |   |        |   |  |      |  
|Weight hauled (millions of pounds)(1):                          |  |                                 |         |                              |   |         |                 |   |        |   |  |      |  
|LTL                                                             |  |                                 | 2,359.3 |                              |   | 2,202.3 |                 |   | 157.0  |   |  | 7.1  | %
|TL                                                              |  |                                 | 455.7   |                              |   | 382.3   |                 |   | 73.4   |   |  | 19.2 |  
|                                                                |  |                                 |         |                              |   |         |                 |   |        |   |  |      |  
|Total                                                           |  |                                 | 2,815.0 |                              |   | 2,584.6 |                 |   | 230.4  |   |  | 8.9  | %
|                                                                |  |                                 |         |                              |   |         |                 |   |        |   |  |      |  
|OTC Dedicated TL Shipments (in thousands)                       |  |                                 | 22.6    |                              |   | 18.4    |                 |   | 4.2    |   |  | 22.8 | %
|LTL weight per LTL shipment (pounds)                            |  |                                 | 957     |                              |   | 889     |                 |   | 68     |   |  | 7.6  |  
|LTL revenue per LTL hundredweight (including fuel surcharge)(2) |  | $                               | 15.98   |                              | $ | 15.56   |                 | $ | 0.42   |   |  | 2.7  |  
|Length of haul (miles)                                          |  |                                 | 768     |                              |   | 787     |                 |   | (19    | ) |  | (2.4 | )

---

|(1) | Effective January 1, 2004 LTL weight, shipments, LTL weight per LTL shipment and LTL Rate Factor include all shipments with weight under 10,000 pounds. TL weight and shipments
include shipments with weight of 10,000 pounds or more. Previously, LTL and TL shipments and weight were determined by weight as well as the size of the shipment. Weight, shipments, LTL weight per LTL shipment and LTL Rate Factor for all periods of
2003 have been recalculated on a basis consistent with the new definition.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | LTL revenue per LTL hundredweight (also identified as LTL Rate Factor) is calculated by dividing the sum of LTL revenue for OTC and Motor Cargo by LTL weight hauled.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



For the three months ended September 30, 2004,
operating revenue increased $44.9 million. The increase in operating revenue resulted from a 7.1% increase in LTL weight hauled. This volume increase was primarily the result of a stronger economy and contributed approximately $24.4 million in
additional operating revenue. The LTL Rate Factor increased 2.7%. The change in the LTL Rate Factor, which increased operating revenue approximately $9.9 million, is the result of increased revenue from fuel surcharges and favorable price
negotiation with customers. These increases were offset by changes in our freight mix, such as heavier weight per shipment, lower average length of haul and lower average classification of freight. Our dedicated truckload



15



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##### Table of Contents

revenue increased $5.5 million due to a change in customer mix, an increase in shipments resulting from the addition of three new customers during the second
quarter of 2004 and an increase in fuel surcharges. TL revenue increased $4.9 million as a result of a 19.2% increase in weight hauled due to capacity constraints in the TL market, the implementation of new hours of service rules and increased fuel
surcharges. Fuel surcharge revenue, which is included in the preceding amounts referenced in this paragraph, was $24.9 million, an increase of $14.1 million, or 131.2%, over $10.8 million for the comparable period of 2003.



Overnite Transportation:Operating revenue for the three months
ended September 30, 2004 was $380.8 million, an increase of $39.9 million or 11.7%, from $340.9 million for the comparable period in 2003. For the three months ended September 30, 2004, LTL volume increased 6.9%, contributing approximately $21.1
million in additional revenue. The LTL Rate Factor increased by 2.7%, increasing operating revenue by approximately $8.8 million. Dedicated truckload service contributed $5.5 million in additional operating revenue. Operating revenue from truckload
services increased by $4.4 million. LTL weight per LTL shipment increased by 7.6%. Fuel surcharge revenue, which is included in the preceding amounts referenced in this paragraph, was $22.3 million, an increase of $12.9 million, or 138.5%, from $9.4
million for the comparable period in 2003.



Motor Cargo:For the three months ended September 30, 2004, operating revenue was $48.3 million, an increase of $5.0 million, or 11.7%, from $43.3 million in the comparable period of 2003. LTL operating revenue increased $4.4 million as LTL weight hauled
increased 9.0%. Truckload services and other services contributed $0.6 million in additional operating revenue. Fuel surcharge revenue, which is included in the preceding amounts referenced in this paragraph, was $2.6 million, an increase of $1.2
million, or 82.9%, from $1.4 million for the comparable period in 2003.



Operating Expenses



For the three
months ended September 30, 2004, operating expenses were $391.6 million, an increase of $36.2 million, or 10.2%, from $355.4 million for the comparable period in 2003. As a percentage of operating revenue, operating expenses improved to 91.3% of
revenue for the three months ended September 30, 2004, compared to 92.5% for the comparable period of 2003, and 93.1% on a pro forma basis for 2003. Operating expenses, on a pro forma basis, were $357.5 million, or 93.1% of operating revenue, for
the three months ended September 30, 2003 and included $2.1 million in stand-alone expenses, which represent incremental costs incurred following the Divestiture Transaction.



For the three months ended September 30, 2004 operating expenses as compared to actual and pro forma 2003 (as described
above) were primarily affected by changes in salaries, wages and employee benefits; supplies and expenses; claims and insurance; rents and purchased transportation, and other expenses. The discussion of our calculation of pro forma items and
reconciliation to the nearest GAAP measure begins on page 25. Discussion and analysis of these items follows.



|                                                     |  |                                         |         |      |   |                  |  |                 |         |  |                     |    |  |       |   
|---------------------------------------------------- |  | --------------------------------------- | ------- | ---- | - | ---------------- |  | --------------- | ------- |  | ------------------- | -- |  | ----- | --
|                                                     |  | For the Three months endedSeptember 30, |         |      |   |                  |  |                
|(amounts in thousands of dollars except percentages) |  | 2004                                    |         | 2003 |   | ProForma 2003(1) |  | %Changefrom2003 |         |  | %ChangefromProForma |   
|Salaries, wages and employee benefits                |  | $                                       | 242,983 |      | $ | 218,703          |  | $               | 219,212 |  | 11.1                | %  |  | 10.8  | % 
|Supplies and expenses                                |  |                                         | 41,083  |      |   | 30,916           |  |                 | 30,916  |  | 32.9                | %  |  | 32.9  | % 
|Claims and insurance                                 |  |                                         | 11,882  |      |   | 19,376           |  |                 | 19,977  |  | (38.7               | )% |  | (40.5 | )%
|Rents and purchased transportation                   |  |                                         | 43,826  |      |   | 39,582           |  |                 | 39,582  |  | 10.7                | %  |  | 10.7  | % 
|Other                                                |  |                                         | 18,254  |      |   | 14,130           |  |                 | 15,070  |  | 29.2                | %  |  | 21.1  | % 

---

|(1) | Overnite became a stand-alone public company on November 5, 2003, as a result of the Divestiture Transaction. Pro forma results are a non-GAAP measure and have been provided to
present results as if we had been a public entity beginning January 1, 2003. For further information see the pro forma discussion beginning on page 25, below.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



16



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##### Table of Contents

Salaries, Wages and Employee Benefits:



Salaries, wages and employee benefits were 56.6% of operating revenue in the
period, compared to 56.9% for the comparable period in 2003 and 57.1% of operating revenue for the comparable period of 2003 on a pro forma basis. This 0.5% improvement, compared to pro forma results, as a percent of operating revenue resulted from
our increased volume of transportation services, while maintaining control over wage and benefit costs. Salaries, wages and employee benefits, for the three months ended September 30, 2003, on a pro forma basis, included $0.5 million of incremental
costs related to staff needed as a stand-alone entity.



The
10.8% increase in salaries, wages and employee benefits from $219.2 million, on a pro forma basis, for the three months ended September 30, 2003 to $243.0 million for the three months ended September 30, 2004 was due to wage inflation and a 3.8%
increase in the average number of employees over the period. The increase in the number of employees was primarily due to the increase in LTL volume shipped.



Salaries and wages increased by $13.4 million, compared to actual results, primarily due to a 3.8% increase in the average number of employees resulting
from the increase in LTL volume shipped. Pro forma 2003 expenses include human resources costs for internal audit, accounting, tax, human resource and treasury functions. These functions were fully staffed at September 30, 2004. The new provisions
of the Fair Labor Standards Act (FLSA) defining overtime hours is not expected to have a material effect on salaries and wages.



Employee benefit expenses increased $10.9 million, compared to actual results, for the three months ended September 30, 2004 and were primarily affected
by pension and other post employment benefit cost increases and the 3.8% increase in the average number of employees. Expenses related to pension and other post retirement benefits were $14.0 million for the three months ended September 30, 2004, an
increase of $4.1 million, or 41.7%, from $9.9 million in the comparable period in 2003. This increase was primarily attributable to the lower than expected returns on pension assets in the years 2000 through 2002 and declines in interest rates.
Payroll taxes were $21.0 million for the three months ended September 30, 2004 an increase of $1.7 million, or 8.9%, from $19.3 million for the comparable period of 2003. The cost of healthcare benefits for active employees was $20.5 million in the
three months ended September 30, 2004, an increase of $4.4 million, or 27.6%, from $16.1 million in the comparable period in 2003. Pro forma 2003 expense includes benefits associated with the additional staffing described above.



Supplies and Expenses:



Supplies and expenses increased to 9.6% of operating revenue in the three
months ended September 30, 2004 from 8.0% in the comparable period of 2003. The increase in expense was primarily due to a 58.5% increase in fuel expense. Fuel expense was $23.2 million for the 2004 period compared to $14.6 million in 2003 and the
increase is a result of a 5.4% increase in miles driven and a 48.0% increase in the cost of fuel compared to 2003. Fuel expense for the three months ended September 30, 2004 and 2003 does not include fuel surcharges that the Company paid to
third-party carriers who provided purchased transportation. These costs are included in purchased transportation. Maintenance and facilities supplies expenses were $17.9 million for the three months ended September 30, 2004, an increase of $1.6
million, or 9.9%, from $16.3 million in the comparable period in 2003. Maintenance and facilities supplies expenses increased as a result of increased volume and an associated 5.4% increase in miles driven during the three months ended September 30,
2004.



Claims and Insurance:



Claims and insurance expenses decreased to 2.8% of operating revenue in the
three months ended September 30, 2004 from 5.0% for the comparable period in 2003 and 5.2% for the comparable period in 2003 on a pro forma basis. Expenses decreased by $7.5 million or 38.7% from the comparable period of 2003 as our provisions for
liability reserves for injury or property damages decreased by $4.5 million and our provision for liability reserves for cargo claims decreased by $3.8 million. These decreases were partially offset by a $0.8 million increase in insurance expense.
The reduction in liability reserves for injury and property damages is



17



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##### Table of Contents

attributable to improved claim experience in 2004. The reduction in liability provision for cargo claims is attributable to successful quality cargo handling
initiatives in 2004. Pro forma 2003 expense includes $0.6 million of incremental costs for directors and officers insurance coverage and other insurance coverages necessary as a stand-alone entity.



Rents and Purchased Transportation:



Rents and purchased transportation expenses decreased to 10.2% of operating
revenue from 10.3% in 2003 on an actual basis, and increased by $4.2 million, or 10.7%, from the 2003 level of expenditures as a result of the 8.9% increase in tonnage hauled and an increase in the rates charged by third-party carriers, primarily
related to higher costs such as fuel and insurance. During the three months ended September 30, 2004 we increased, on an absolute basis, the use of other carriers to supplement our resources and provide flexibility in connection with higher tonnage
levels in the quarter.



Other:



Other operating expenses increased as a percentage of operating revenue from
3.7% during the three months ended September 30, 2003, to 4.3% for the three months ended September 30, 2004. For the three months ended September 30, 2004, provision for bad debt increased $1.3 million over the comparable period of 2003 as a result
of higher revenue. General supplies and expenses increased $1.4 million for the three months ended September 30, 2004 over the comparable period of 2003. Other expenses for the three months ended September 30, 2003, on a pro forma basis,
include $0.9 million in stand-alone expenses, which represent incremental legal and professional fees incurred subsequent to the Divestiture Transaction.



Overnite Transportation: Operating expenses at OTC were $347.0 million for the three months ended September 30, 2004, an increase of $31.0
million, or 9.8%, from $316.0 million for the comparable period in 2003 due to the factors discussed above. Operating expenses on a pro forma basis for the three months ended September 30, 2003 included $2.2 million in incremental stand-alone
expenses.



Motor Cargo:Operating expenses at
Motor Cargo were $44.7 million for the three months ended September 30, 2004, an increase of $5.3 million, or 13.4%, from $39.4 million for the comparable period in 2003 due to the factors discussed above.



Operating Income



For the three months ended September 30, 2004, operating income was $37.4 million, an increase of $8.6 million, or 29.8%,
compared to $28.8 million in the comparable period of 2003, and $26.7 million on a pro forma basis in 2003. Our operating expenses as a percentage of operating revenue, or operating ratio, was 91.3% for the three months ended September 30, 2004,
compared to 92.5% for the comparable period of 2003 and 93.1% on a pro forma basis.



Overnite Transportation: For the three months ended September 30, 2004, operating income at OTC was $33.7 million, an increase of $8.8 million, or 35.3%, from $24.9 million in the comparable period of
2003. For the three months ending September 30, 2004, the operating ratio for OTC improved to 91.1%, compared to 92.7% for the comparable period of 2003. For the three months ended September 30, 2003, pro forma operating income was $22.8 million and
the pro forma operating ratio was 93.3%.



Motor Cargo:For the three months ended September 30, 2004, operating income at Motor Cargo was $3.7 million, a decrease of 5.8% from $3.9 million in the comparable period of 2003. For the three months ended September 30, 2004, the operating ratio for
Motor Cargo was 92.4%, compared to 91.0% for the comparable period of 2003. The deterioration in the operating ratio was a result of lower rate factor growth as a result of decreased freight mix and higher costs for salaries, wages and benefits and
purchased transportation.



18



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##### Table of Contents

Other Income and Expense Items



Other income and expense items netted to $1.3 million of expense for the three months ended September 30, 2004, compared to
income of $3.8 million for the comparable period of 2003. For the three months ended September 30, 2004, there was no interest income received from UPC, compared with $4.1 million for the three months ended September 30, 2003. This decrease was the
result of no longer receiving intercompany interest income after the Divestiture Transaction.Interest expense for the three months ended September 30, 2004 was $1.4 million, an increase of $1.1 million, compared to $0.3 million for the
comparable period of 2003, primarily as a result of the debt incurred in connection with the Divestiture Transaction. Pro forma other income and expense reflects the absence of $4.1 million of intercompany interest income and the addition of $1.1
million to reflect interest expense for debt incurred related to the Divestiture Transaction for the three months ended September 30, 2003.



Income Taxes



Income taxes were $13.6 million in the three months ended September 30, 2004, with an effective tax rate of 37.8%, compared to $12.9 million in the
comparable period of 2003, with an effective tax rate of 39.5%. Income taxes for the three months ended September 30, 2004 reflect a state income tax audit settlement during the quarter that reduced income taxes by $0.7 million. Pro forma income
taxes reflect the tax effect of the pro forma adjustments described above with an effective tax rate of 39.5% for the three months ended September 30, 2003.



Net Income



As a result of the foregoing, net income for the three months ended September 30, 2004 was $22.4 million, an increase of $2.7 million, or 13.8%, from
$19.7 million in the comparable period of 2003. OTC contributed $20.1 million in net income for the three months ended September 30, 2004, compared to $17.2 million in net income in the comparable period of 2003. Motor Cargo contributed $2.3 million
of net income in the three months ended September 30, 2004 compared to $2.5 million in net income in the comparable period of 2003. Net income for the comparable period of 2003 on a pro forma basis would have been $15.3 million as a result of the
adjustments described above.



19



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##### Table of Contents

The following table sets forth certain statement of income data expressed as a percentage of operating
revenue.



OVERNITE CORPORATION (OVERNITE HOLDING, INC., prior
to November 5, 2003)



RESULTS OF OPERATIONS

Nine Months Ended September 30, 2004 Compared to

Nine Months Ended September 30, 2003



|                                      |  |                                        |   |  |       |   |  |                   |  
|------------------------------------- |  | -------------------------------------- | - |  | ----- | - |  | ----------------- | -
|                                      |  | For the Nine months endedSeptember 30, |  
|                                      |  | 2004                                   |   |  | 2003  |   |  | Pro Forma2003 (1) |  
|                                      |  | Amounts in Percentages                 |  
|Operating revenue                     |  | 100.0                                  | % |  | 100.0 | % |  | 100.0             | %
|Operating expenses                    |  |                                        |   |  |       |   |  |                   |  
|Salaries, wages and employee benefits |  | 57.9                                   |   |  | 59.0  |   |  | 59.1              |  
|Supplies and expenses                 |  | 9.1                                    |   |  | 8.3   |   |  | 8.3               |  
|Operating taxes                       |  | 3.5                                    |   |  | 3.6   |   |  | 3.6               |  
|Claims and insurance                  |  | 3.2                                    |   |  | 4.1   |   |  | 4.2               |  
|Rents and purchased transportation    |  | 10.6                                   |   |  | 10.3  |   |  | 10.3              |  
|Communication and utilities           |  | 1.2                                    |   |  | 1.4   |   |  | 1.4               |  
|Depreciation                          |  | 3.6                                    |   |  | 3.9   |   |  | 3.9               |  
|Other                                 |  | 4.3                                    |   |  | 3.7   |   |  | 4.0               |  
|                                      |  |                                        |   |  |       |   |  |                   |  
|Total operating expenses              |  | 93.4                                   |   |  | 94.3  |   |  | 94.8              |  
|                                      |  |                                        |   |  |       |   |  |                   |  
|Operating income                      |  | 6.6                                    |   |  | 5.7   |   |  | 5.2               |  
|Other income and expense              |  |                                        |   |  |       |   |  |                   |  
|Interest income from parent           |  |                                       |   |  | 1.0   |   |  |                  |  
|Interest expense                      |  | 0.3                                    |   |  | 0.1   |   |  | 0.4               |  
|Other income                          |  |                                       |   |  |      |   |  |                  |  
|                                      |  |                                        |   |  |       |   |  |                   |  
|Income before income taxes            |  | 6.3                                    |   |  | 6.6   |   |  | 4.8               |  
|                                      |  |                                        |  
|Income tax expense (benefit)          |  | 2.5                                    |   |  | 2.6   |   |  | 1.9               |  
|                                      |  |                                        |   |  |       |   |  |                   |  
|Net income                            |  | 3.8                                    | % |  | 4.0   | % |  | 2.9               | %
|                                      |  |                                        |   |  |       |   |  |                   |  

---

Note:



|(1) | Overnite became a stand-alone public company on November 5, 2003, as a result of the Divestiture Transaction. Pro forma results are a non-GAAP measure and have been provided to
present results as if we had been a public entity beginning January 1, 2003. For further information see the pro forma discussion beginning on page 25, below.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



20



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##### Table of Contents

Operating Revenue



The following table presents our analysis of the components of operating revenue for the nine months ended September 30, 2004. Operating revenue is
affected by weight hauled, LTL revenue per LTL hundredweight (LTL Rate Factor) including fuel surcharge and volume of shipments of our dedicated truckload service.



|                                                                |  |                                |           |                              |   |           |                 |   |         |   |  |      |  
|--------------------------------------------------------------- |  | ------------------------------ | --------- | ---------------------------- | - | --------- | --------------- | - | ------- | - |  | ---- | -
|                                                                |  | Nine Months EndedSeptember 30, |           | Increase (Decrease)from 2003 |   |           | %Changefrom2003 |  
|                                                                |  | 2004                           |           | 2003                         |   |          
|Operating Revenue by Business Line                              |  |                                |           |                              |   |           |                 |   |         |   |  |      |  
|(amounts in thousands of dollars, except percentages):          |  |                                |           |                              |   |           |                 |   |         |   |  |      |  
|OTC LTL (1)                                                     |  | $                              | 965,073   |                              | $ | 877,018   |                 | $ | 88,055  |   |  | 10.0 | %
|OTC TL (1)                                                      |  |                                | 68,299    |                              |   | 54,830    |                 |   | 13,469  |   |  | 24.6 |  
|OTC Dedicated TL                                                |  |                                | 58,326    |                              |   | 46,139    |                 |   | 12,187  |   |  | 26.4 |  
|Motor Cargo LTL (1)                                             |  |                                | 114,707   |                              |   | 102,090   |                 |   | 12,617  |   |  | 12.4 |  
|Motor Cargo TL (1)                                              |  |                                | 13,494    |                              |   | 12,164    |                 |   | 1,330   |   |  | 10.9 |  
|Motor Cargo Other operating revenue                             |  |                                | 6,206     |                              |   | 5,149     |                 |   | 1,057   |   |  | 20.5 |  
|                                                                |  |                                |           |                              |   |           |                 |   |         |   |  |      |  
|Consolidated Operating Revenue                                  |  | $                              | 1,226,105 |                              | $ | 1,097,390 |                 | $ | 128,715 |   |  | 11.7 | %
|                                                                |  |                                |           |                              |   |           |                 |   |         |   |  |      |  
|                                                                |  |                                |           |                             
|Operating Measures                                              |  |                                |           |                              |   |           |                 |   |         |   |  |      |  
|Weight hauled (millions of pounds) (1):                         |  |                                |           |                              |   |           |                 |   |         |   |  |      |  
|LTL                                                             |  |                                | 6,949.3   |                              |   | 6,329.8   |                 |   | 619.5   |   |  | 9.8  | %
|TL                                                              |  |                                | 1,382.3   |                              |   | 1,129.5   |                 |   | 252.8   |   |  | 22.4 |  
|                                                                |  |                                |           |                              |   |           |                 |   |         |   |  |      |  
|Total                                                           |  |                                | 8,331.6   |                              |   | 7,459.3   |                 |   | 872.3   |   |  | 11.7 | %
|                                                                |  |                                |           |                              |   |           |                 |   |         |   |  |      |  
|OTC Dedicated TL Shipments (in thousands)                       |  |                                | 63.6      |                              |   | 58.9      |                 |   | 4.7     |   |  | 8.0  | %
|LTL weight per LTL shipment (pounds)                            |  |                                | 952       |                              |   | 883       |                 |   | 69      |   |  | 7.8  |  
|LTL revenue per LTL hundredweight (including fuel surcharge)(2) |  | $                              | 15.54     |                              | $ | 15.47     |                 | $ | 0.07    |   |  | 0.5  |  
|Length of haul (miles)                                          |  |                                | 769       |                              |   | 780       |                 |   | (11     | ) |  | (1.4 | )

---

|(1) | Effective January 1, 2004 LTL weight, shipments, LTL weight per LTL shipment and LTL Rate Factor include all shipments with weight under 10,000 pounds. TL weight and shipments
include shipments with weight of 10,000 pounds or more. Previously, LTL and TL shipments and weight were determined by weight as well as the size of the shipment. Weight, shipments, LTL weight per LTL shipment and LTL Rate Factor for all periods of
2003 have been recalculated on a basis consistent with the new definition.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | LTL revenue per LTL hundredweight (also identified as LTL Rate Factor) is calculated by dividing the sum of LTL revenue for OTC and Motor Cargo by LTL weight hauled.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



For the nine months ended September 30, 2004,
operating revenue increased $128.7 million, or 11.7%, to $1,226.1 million from $1,097.4 million for the nine months ended September 30, 2003. The increase in operating revenue resulted from a 9.8% increase in LTL weight hauled. This volume increase
which was the result of a stronger economy contributed approximately $95.8 million in additional operating revenue. The LTL Rate Factor increased 0.5%. The change in the LTL Rate Factor increased operating revenue approximately $4.9 million is the
result of increased revenue from fuel surcharges and favorable price negotiation with customers. These increases were offset by changes in our freight mix, such as heavier weight per shipment, lower average length of haul and lower average
classification of freight. Our dedicated truckload revenue increased $12.2 million due to a change in our customer mix, an increase in shipments resulting from the addition of three new customers in the second quarter of 2004 and an increase in fuel
surcharges. TL revenue increased $14.8 million as a result of a 22.4% increase in weight hauled due to capacity constraints in the TL market, the implementation of new hours of service rules and increased fuel surcharges. Fuel surcharge revenue,
which is included in the preceding amounts referenced in this paragraph, was $60.1 million, an increase of $26.8 million, or 80.3%, compared to $33.3 million for the comparable period in 2003.



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Overnite Transportation:For the nine months ended September 30, 2004, operating revenue at
OTC was $1,091.7 million, an increase of $113.7 million, or 11.6%, compared to operating revenue of $978.0 million for the nine months ended September 30, 2003. LTL volume at OTC increased 9.8%, contributing approximately $86.2 million in additional
revenue. The LTL Rate Factor increased by 0.2%, increasing operating revenue by approximately $1.8 million. Dedicated truckload service contributed $12.2 million in additional revenue and operating revenue from truckload services increased by $13.5
million as a result of a 25.4% increase in weight hauled. Fuel surcharge revenue, which is included in the preceding amounts referenced in this paragraph, was $53.6 million an increase of $23.9 million, or 80.3%, compared to $29.8 million for the
comparable period in 2003.



Motor Cargo:For the
nine months ended September 30, 2004, operating revenue at Motor Cargo was $134.4 million, an increase of $15.0 million, or 12.6%, from $119.4 million in the comparable period of 2003. Operating revenue at Motor Cargo from LTL business increased by
$12.6 million as a result of a 9.7% increase in LTL volume. Truckload services and other services contributed $2.4 million in additional operating revenue. Fuel surcharge revenue, which is included in the preceding amounts referenced in this
paragraph, was $6.5 million, an increase of $2.9 million, or 81.1%, compared to $3.6 million for the comparable period in 2003.



Operating Expenses



For the nine months ended September 30, 2004, operating expenses were $1,145.5 million, an increase of $110.5 million, or 10.7%, from $1,035.0 million for
the comparable period in 2003. As a percentage of operating revenue, operating expenses were 93.4%, for the nine months ended September 30, 2004 and 94.3% for the comparable period of 2003. Operating expenses, on a pro forma basis, were $1,040.7
million, or 94.8% of operating revenue, for the nine months ended September 30, 2003 and included $5.8 million in stand-alone expenses, which represent incremental costs incurred following the Divestiture Transaction.



For the nine months ended September 30, 2004 operating expenses as compared
to actual and pro forma 2003 were primarily affected by changes in salaries, wages and employee benefits, supplies and expenses, claims and insurance, rents and purchased transportation and other expenses. The discussion of our calculation of pro
forma items and reconciliation to the nearest GAAP measure begins on page 25. Discussion and analysis of these items follows:



|                                                      |  |                                         |         |      |   |                   |  |                 |         |  |                     |    |  |       |   
|----------------------------------------------------- |  | --------------------------------------- | ------- | ---- | - | ----------------- |  | --------------- | ------- |  | ------------------- | -- |  | ----- | --
|                                                      |  | For the Nine months ended September 30, |        
|(amounts in thousands of dollars except percentages): |  | 2004                                    |         | 2003 |   | ProForma 2003 (1) |  | %Changefrom2003 |         |  | %ChangefromProForma |   
|Salaries, wages and employee benefits                 |  | $                                       | 710,226 |      | $ | 647,458           |  | $               | 648,902 |  | 9.7                 | %  |  | 9.5   | % 
|Supplies and expenses                                 |  |                                         | 111,076 |      |   | 91,533            |  |                 | 91,533  |  | 21.4                | %  |  | 21.4  | % 
|Claims and insurance                                  |  |                                         | 38,951  |      |   | 44,459            |  |                 | 46,257  |  | (12.4               | )% |  | (15.8 | )%
|Rents and purchased transportation                    |  |                                         | 130,195 |      |   | 112,959           |  |                 | 112,959 |  | 15.3                | %  |  | 15.3  | % 
|Other                                                 |  |                                         | 52,889  |      |   | 40,169            |  |                 | 42,402  |  | 31.7                | %  |  | 24.7  | % 

---

|(1) | Overnite became a stand-alone public company on November 5, 2003, as a result of the Divestiture Transaction. Pro forma results are a non-GAAP measure and have been provided to
present results as if we had been a public entity beginning January 1, 2003. For further information see the pro forma discussion beginning on page 25, below.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Salaries, Wages and Employee Benefits:



Salaries, wages and employee benefits were 57.9% of operating revenue in the 2004 period, compared to 59.0% for the
comparable period in 2003, and 59.1% for the comparable period in 2003 on a pro forma basis. This 1.2% improvement, compared to pro forma results, as a percentage of operating revenue resulted from our



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increased volume of transportation services while maintaining control over wage and benefit costs. Salaries, wages and employee benefits, for the nine months
ended September 30, 2003, on a pro forma basis, included $1.4 million of incremental costs related to staff needed as a stand-alone entity.



The $61.3 million, or 9.5%, increase, on a pro forma basis, in salaries, wages and benefits compared to the same period in 2003 was due to wage inflation
and a 3.6% increase in the average number of employees over the period. The increase in the number of employees was primarily due to the increase in LTL volume shipped.



Salaries and wages increased by $39.6 million, compared to actual results, primarily due to a 3.6% increase in the average
number of employees resulting from the increase in LTL volume shipped. Pro forma 2003 expenses include human resources costs for internal audit, accounting, tax, human resource and treasury functions. These functions were fully staffed at September
30, 2004. The new provisions of the FLSA defining overtime hours is not expected to have a material effect on salaries and wages.



Employee benefit expense increased $23.1 million, compared to actual results, for the nine months ended September 30, 2004 over the comparable period in
2003. Employee benefit expenses were primarily affected by pension, other post employment benefits and employee healthcare cost increases and the 3.6% increase in the average number of employees. Expenses related to pension and other post retirement
benefits were $39.4 million for the nine months ended September 30, 2004, an increase of $8.3 million, or 26.6%, from $31.1 million in the comparable period in 2003. This increase was primarily attributable to the lower than expected returns on
pension assets in 2000 through 2002 and declines in interest rates. The cost of healthcare benefits for active employees was $61.9 million in the nine months ended September 30, 2004, an increase of $7.8 million, or 14.4%, from $54.1 million in the
comparable period in 2003. Payroll taxes were $60.5 million for the nine months ended September 30, 2004, an increase of $4.1 million, or 7.2%, from $56.4 million for the comparable period of 2003.



Supplies and Expenses:



Supplies and expenses increased to 9.1% of operating revenue in the nine
months ended September 30, 2004, from 8.3% in the comparable period of 2003. The increase in expense was primarily due to a 31.7% increase in fuel expense. Fuel expense was $61.5 million for the nine months ended September 30, 2004, compared to
$46.7 million for the comparable period in 2003. The increase is the result of a 6.0% increase in miles driven and a 31.2% increase in the cost of fuel as compared to 2003. Fuel expense for the nine months ended September 30, 2004 and 2003 does not
include fuel surcharges that the Company paid to third-party carriers who provided purchased transportation. These costs are included in purchased transportation. Maintenance and facilities supplies expenses were $49.6 million for the nine months
ended September 30, 2004, an increase of $4.8 million, or 10.6%, from $44.8 million in the comparable period in 2003. Maintenance and facilities supplies expenses increased as a result of increased volume and an associated 6.0% increase in miles
driven during the nine months ended September 30, 2004.



Claims and Insurance:



Claims and insurance
expenses decreased to 3.2% of operating revenue in the nine months ended September 30, 2004, from 4.1% for the comparable period in 2003, and 4.2% for the comparable period in 2003 on a pro forma basis. Claims and insurance expenses decreased $5.5
million, or 12.4% from the comparable period of 2003, as provisions to our liability reserves for injury or property damages decreased by $4.1 million and our provision for reserves for cargo claims decreased by $3.5 million. These decreases were
partially offset by a $2.1 million increase in insurance expense. The reduction in liability reserves for injury and property damages is attributable to improved claim experience in 2004. The reduction in liability provision for cargo claims is
attributable to successful quality cargo handling initiatives in 2004. Pro forma claims and insurance expense for the nine months ended September 30, 2003 include $1.8 million of incremental costs related to directors and officers insurance coverage
and other coverages necessary as a stand-alone entity.



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Rents and Purchased Transportation:



Rents and purchased transportation expenses, as a percentage of operating revenue, increased to 10.6% during the nine months
ended September 30, 2004, compared to 10.3% for the comparable period of 2003. These costs include the use of other trucking carriers for both inter-city and local delivery services to supplement our resources, provide flexibility and enable us to
maintain service levels as we absorbed the 11.7% increase in total volume. The growth in these costs also reflects an increase in the rates charged by third-party carriers, primarily related to higher costs such as fuel and insurance. These cost
increases were partially offset by a reduction in the use of rail carriers to provide long distance haul support, which decreased by $1.0 million, or 5.0%, from the comparable period of 2003.



Other:



As a percentage of operating revenue, other expenses increased to 4.3% during the nine months ended September 30, 2004, from
3.7% for the nine months ended September 30, 2003, and 4.0% for the comparable period in 2003 on a pro forma basis. For the nine months ended September 30, 2004, our provision for bad debt increased $6.5 million over the comparable period of 2003 as
a result of higher revenue. General supplies and expenses increased $5.0 million for the nine months ended September 30, 2004 over the comparable period of 2003. Other expenses for the nine months ended September 30, 2003, on a pro forma basis,
include $2.2 million in stand-alone expenses, which represent incremental legal and professional fees incurred subsequent to the Divestiture Transaction.



Overnite Transportation:Operating expenses at OTC were $1,020.0 million for the nine months ended September 30, 2004, an increase of $97.0
million, or 10.5%, from $923.0 million for the comparable period in 2003 due to the factors discussed above. Operating expenses on a pro forma basis for the nine months ended September 30, 2003 included $5.8 million in incremental stand-alone
expenses.



Motor Cargo:Operating expenses at
Motor Cargo were $125.4 million for the nine months ended September 30, 2004, an increase of $13.5 million, or 12.1%, from $111.9 million for the comparable period in 2003 due to the factors described above.



Operating Income



For the nine months ended September 30, 2004, operating income was $80.6 million, an increase of $18.2 million, or 29.1%,
compared to $62.4 million in the comparable period of 2003, and $56.6 million on a pro forma basis in 2003. Our operating ratio was 93.4% for the nine months ended September 30, 2004, compared to 94.3% for the nine months ended September 30, 2003
and 94.8% for the comparable period of 2003 on a pro forma basis.



Overnite Transportation:For the nine months ended September 30, 2004, operating income at OTC was $71.6 million, an increase of $16.7 million, or 30.4%, from $54.9 million in the comparable period of 2003. For the nine months
ended September 30, 2004, the operating ratio for OTC improved to 93.4%, compared to 94.4% for the nine months ended September 30, 2003, and 95.0% for the comparable period of 2003 on a pro forma basis.



Motor Cargo:For the nine months ended September 30, 2004,
operating income at Motor Cargo was $9.0 million, an increase of 20.0% from $7.5 million in the comparable period of 2003. For the nine months ended September 30, 2004, the operating ratio for Motor Cargo was 93.3%, compared to 93.7% for the
comparable period of 2003.



Other Income and Expense Items



Other income and expense items netted to expense of
$3.9 million for the nine months ended September 30, 2004, a change of $14.2 million, compared to income of $10.3 million for the comparable period of 2003. For the



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##### Table of Contents

nine months ended September 30, 2004, there was no interest income received from UPC, compared with $11.0 million for the nine months ended September 30,
2003. This decrease was the result of no longer receiving intercompany interest income after the Divestiture Transaction.Interest expense for the nine months ended September 30, 2004 was $4.0 million, an increase of $3.0 million, compared to
$1.0 million for the comparable period of 2003, primarily as a result of the debt incurred in connection with the Divestiture Transaction. Pro forma other income and expense reflects the absence of $11.0 million of intercompany interest income and
the addition of $3.5 million to reflect interest expense for debt incurred related to the Divestiture Transaction for the nine months ended September 30, 2003.



Income Taxes



Income taxes were $30.0 million for the nine months ended September 30, 2004, with an effective tax rate of 39.1%, compared to $29.0 million in the
comparable period of 2003, with an effective tax rate of 39.8%. Income taxes for the nine months ended September 30, 2004 reflect a state income tax audit settlement that reduced income taxes by $0.7 million. Pro forma income taxes reflect the tax
effect of the pro forma adjustments described above with an effective tax rate of 39.8% for the nine months ended September 30, 2003.



Net Income



As a result of the foregoing, net income for the nine months ended September 30, 2004 was $46.8 million, an increase of $3.1 million, or 6.9%, from $43.7
million in the comparable period of 2003. OTC contributed $41.1 million in net income for the nine months ended September 30, 2004, compared to $38.9 million in net income in the comparable period of 2003. Motor Cargo contributed $5.7 million of net
income in the nine months ended September 30, 2004, compared to $4.8 million in net income in the comparable period of 2003. Net income for the comparable period in 2003 on a pro forma basis would have been $31.5 million as a result of the
adjustments described above.



Pro forma results and reconciliation to
GAAP financial measures



We believe that the most
effective way to discuss and analyze our current performance compared to prior periods is to include a discussion of actual results for both periods and also to compare the actual results for 2004 with a pro forma presentation of 2003. As described
in Basis of Presentation in Item 1 of this report, we became a stand-alone public company on November 5, 2003 as a result of the Divestiture Transaction. Pro forma results have been provided to present 2003 results as if we had been a
public entity as of January 1, 2003.



We have included pro
forma operating expenses, the resulting pro forma operating income and pro forma operating ratio, pro forma net income and pro forma earnings per share amounts (basic and diluted) for the three-month and nine-month periods ended September 30, 2003
in addition to results prepared under generally accepted accounting principles in the United States (GAAP). We believe that these pro forma, non-GAAP financial measures are more reflective of our continuing operations as they present
investors with information about the impact of the divestiture from UPC and the initial public offering on our financial results and, in doing so, improve transparency to investors and enhance period-to-period comparability of operations and
financial performance.



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##### Table of Contents

These pro forma financial measures are alternatives to measures determined in accordance with GAAP. They
should not be considered in isolation or as an alternative to measures determined in accordance with GAAP. Set forth below is a reconciliation of these pro forma non-GAAP financial measures to the most directly comparable financial measures
calculated and reported in accordance with GAAP.



|                                                                         |  |                                      |            |   |                                     |   |            |  
|------------------------------------------------------------------------ |  | ------------------------------------ | ---------- | - | ----------------------------------- | - | ---------- | -
|(amounts in thousands, except share, per share and operating ratio data) |  | Three MonthsEndedSeptember 30, 2003  |            |   | Nine MonthsEnded September 30, 2003 |  
|Operating income as reported                                             |  | $                                    | 28,831     |   |                                     | $ | 62,423     |  
|Less: pro forma calculation of stand-alone expenses:                     |  |                                      |            |   |                                     |   |            |  
|Salaries, wages and employee benefits                                    |  |                                      | 509        |   |                                     |   | 1,444      |  
|Claims and insurance                                                     |  |                                      | 601        |   |                                     |   | 1,798      |  
|Depreciation                                                             |  |                                      | 114        |   |                                     |   | 306        |  
|Other                                                                    |  |                                      | 940        |   |                                     |   | 2,233      |  
|                                                                         |  |                                      |            |   |                                     |   |            |  
|                                                                         |  |                                      | 2,164      |   |                                     |   | 5,781      |  
|                                                                         |  |                                      |            |   |                                     |   |            |  
|Pro forma operating income                                               |  | $                                    | 26,667     |   |                                     | $ | 56,642     |  
|                                                                         |  |                                      |            |   |                                     |   |            |  
|Pro forma operating ratio                                                |  |                                      | 93.1       | % |                                     |   | 94.8       | %
|                                                                         |  |                                      |            |   |                                     |   |            |  
|                                                                         |  |                                     
|(amounts in thousands, except share and per share data)                  |  | Three MonthsEnded September 30, 2003 |            |   | Nine MonthsEnded September 30, 2003 |  
|Net Income as reported                                                   |  | $                                    | 19,718     |   |                                     | $ | 43,749     |  
|Less: pro forma calculation of stand-alone expenses (after-tax):         |  |                                      |            |   |                                     |   |            |  
|Pro forma calculation of stand-alone expenses                            |  |                                      | 1,308      |   |                                     |   | 3,479      |  
|Elimination of intercompany interest income                              |  |                                      | 2,450      |   |                                     |   | 6,632      |  
|Pro forma calculation of stand-alone interest expense                    |  |                                      | 671        |   |                                     |   | 2,108      |  
|                                                                         |  |                                      |            |   |                                     |   |            |  
|Pro forma net income                                                     |  | $                                    | 15,289     |   |                                     | $ | 31,530     |  
|                                                                         |  |                                      |            |   |                                     |   |            |  
|Pro forma earnings per share:                                            |  |                                      |            |   |                                     |   |            |  
|Basic                                                                    |  | $                                    | 0.55       |   |                                     | $ | 1.13       |  
|Diluted                                                                  |  | $                                    | 0.55       |   |                                     | $ | 1.13       |  
|Pro forma shares outstanding:                                            |  |                                      |            |   |                                     |   |            |  
|Basic                                                                    |  |                                      | 27,766,403 |   |                                     |   | 27,764,158 |  
|Diluted                                                                  |  |                                      | 27,974,393 |   |                                     |   | 27,905,251 |  



Liquidity and Capital Resources



Net cash provided by operating activities was $106.2
million during the first nine months of 2004, a decrease of $3.7 million, or 3.4%, from $109.9 million during the comparable period of 2003. Net cash from operations is attributable primarily to net income, adjusted for depreciation, changes in
working capital items and pension plan contributions. Net cash provided by operating activities for 2003 includes $25.4 million related to a tax overpayment made in 2002 which was the result of pension contributions made in late 2002. During the
nine months ended September 30, 2004 we made $30.3 million of voluntary contributions to our pension plans compared to $45.7 million of voluntary contributions in the comparable period of 2003. We plan to contribute up to $45 million to the pension
plan on a voluntary basis in 2005, and may pull from $5 million to $15 million of this funding into 2004.



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Our business requires substantial ongoing capital investments, particularly for replacement of revenue
equipment such as tractors and trailers. Capital expenditures totaled $48.3 million in the first nine months of 2004 compared to $43.5 million for the comparable period of 2003, as set forth in the following table:



|                                  |  |                                |        |      |   |       
|--------------------------------- |  | ------------------------------ | ------ | ---- | - | ------
|                                  |  | Nine Months EndedSeptember 30,
|                                  |  | 2004                           |        | 2003
|                                  |  | (Thousands of Dollars)        
|Revenue equipment                 |  | $                              | 29,035 |      | $ | 24,271
|Land and buildings                |  |                                | 9,409  |      |   | 11,881
|Technology equipment and software |  |                                | 5,796  |      |   | 2,310 
|Other equipment                   |  |                                | 4,072  |      |   | 5,068 
|                                  |  |                                |        |      |   |       
|Total capital expenditures        |  | $                              | 48,312 |      | $ | 43,530
|                                  |  |                                |        |      |   |       



During the first nine
months of 2004, we acquired 158 tractors and 648 trailers, which replaced older units in our fleet. The $4.8 million increase in capital expenditures between the first nine months of 2004 and 2003 relates primarily to the acquisition and
construction of a new service center in Newburgh, New York and timing of the purchase of revenue equipment. We expect capital expenditures to total approximately $85 million for the year ended December 31, 2004.



Historically, our capital expenditures have been funded primarily through
cash provided by operations and to a lesser extent by the proceeds from sales of used equipment and facilities. We generated cash proceeds from the sale of used tractors and trailers in the amount of $1.1 million in the first nine months of 2004
compared to $0.8 million in the comparable period of 2003.



Financing activities prior to the Divestiture Transaction consisted primarily of cash forwarded to UPC, including dividends and intercompany cash advances. Cash dividends were historically paid in an amount equal to $16.0 million per year.
Intercompany cash advances were made to UPC periodically each month when cash was generated in excess of what is anticipated to fund our operations, including expected capital expenditures. Neither dividend payments to UPC nor cash advances to or
from UPC continued after the Divestiture Transaction.



During
the first nine months of 2004 we paid dividends of $3.4 million to our shareholders and repaid $13.4 million of debt, including $1.0 million to repay a note payable to UPC. During the first nine months of 2003, we forwarded cash to UPC, including
dividends and intercompany advances, totaling $63.4 million.



Based on our current level of operations and our anticipated growth, we believe that cash flow from operations and other available sources of liquidity, including borrowings under our bank credit facility, will be sufficient to fund our
operations for the next 12 months and for our currently anticipated needs beyond that period.



Contractual Obligations and Commercial Commitments



We have contractual obligations and commercial commitments that may affect our financial condition. Based on our assessment of the underlying provisions and circumstances of our material contractual obligations and
commercial commitments there is no known trend, demand, commitment, event or uncertainty that we believe is reasonably likely to occur which would have a material adverse effect on our results of operations, financial condition or liquidity. In
addition, our commercial obligations, financings and commitments are customary transactions which we believe are similar to those of other comparable corporations within the transportation industry.



Concurrent with the Divestiture Transaction, Overnite and OTC entered into a
$300 million Credit Agreement with a syndicate of lenders. The Credit Agreement provides for aggregate commitments of $300 million, consisting of (1) a term loan facility of $125 million and (2) a revolving loan facility of $175 million, of



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which up to a maximum of $150 million is available for the issuance of letters of credit. Availability under the revolving loan facility is reduced by
outstanding letters of credit issued under the facility. Borrowings under the term loan in the amount of $125 million were used to pay a portion of the cash dividend to UPC in connection with the Divestiture Transaction. The remaining $3 million of
the cash dividend was funded with the initial borrowings under the revolving loan facility. The remaining availability under the revolving loan facility is available for working capital, capital expenditures, general corporate purposes and to
support letters of credit. The terms of the Credit Agreement also provide for an increase, at our option, in the aggregate commitments under the facility from $300 million to $350 million, either by adding additional lenders or by agreeing with
existing lenders to increase their commitments. Each of the term loan and the revolving loan facility has a maturity of five years.



Borrowings under the term loan and revolving loan facility bear interest, at our option, at either adjusted LIBOR or the alternate base rate, plus a
spread based upon our credit rating. The rate of interest at September 30, 2004 was 3.34%. Outstanding letters of credit issued under the revolving loan facility are subject to an annual fee equal to the applicable spread over adjusted LIBOR for
revolving loans.



The Credit Agreement contains affirmative,
negative and financial covenants we believe are customary for financings of this type. Specifically, the Credit Agreement contains financial covenants regarding maximum leverage ratios, a minimum fixed charge coverage ratio and a minimum asset
coverage ratio. Obligations under the Credit Agreement are guaranteed by Overnite and certain of our domestic subsidiaries, including Motor Cargo, and are secured by a first-priority lien on and security interest in all of the capital stock of
Overnite Holding, Overnite, Inc. and OTC, as well as all of the capital stock held by OTC and any guarantor under the Credit Agreement.



On November 3, 2004, the Company amended the Credit Agreement to reduce the total credit availability to $250 million by (i) increasing the revolving loan
to $250 million, of which $175 million will be available for the issuance of letters of credit, and (ii) converting all outstanding term loans to revolving loans so that the outstanding principal amount of all term loans and term loan commitments
shall be zero. The initial interest rate will be 50 basis points below the existing rate. The terms of the Credit Agreement, as amended and restated (the Amended and Restated Credit Agreement) also provide an option for the Company to
increase the aggregate revolving credit commitments under the facility from $250 million up to $400 million, either by adding additional lenders or agreeing with existing lenders to increase their commitments. The revolving loan facility has a
maturity date of November 3, 2009. The Amended and Restated Credit Agreement contains affirmative, negative and financial covenants customary for financings of this type. Specifically, the Amended and Restated Credit Agreement contains financial
covenants regarding a maximum leverage ratio, and a minimum fixed charge coverage ratio. Obligations under the Amended and Restated Credit Agreement are guaranteed by Overnite and certain of our domestic subsidiaries, including Motor Cargo, and are
secured by a first-priority lien on and security interest in all of the capital stock of Overnite Holding, Overnite, Inc. and OTC, as well as all the capital stock held by OTC and any guarantor under the Amended and Restated Credit Agreement.



Pension Plans



We provide defined pension benefits to eligible employees of OTC and Motor
Cargo. OTC pension benefits are based on years of service and compensation during employment and cover substantially all employees. Motor Cargo pension benefits are based solely upon years of service.



On April 10, 2004, the Pension Funding Equity Act of 2004 (the
Act) was approved. As a result, discount rates used to calculate pension funding requirements for 2004 and 2005 will be based upon long-term corporate bond rates. In years prior to 2004, discount rates used to calculate pension funding
requirements were based upon the 30-year Treasury rate which in general have been slightly lower than those required under the Act.



We made voluntary contributions of $30.3 million to the pension plans in the nine months ended September 30, 2004, although no contributions were
required. We plan to contribute $45 million to the pension plans in 2005 although future contributions may be affected by a change in interest rates and returns generated on plan assets. We may pull from $5 million to $15 million of this funding
into 2004.



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Critical Accounting Policies and Estimates



The preparation of our financial statements requires estimates and judgments that affect the reported amounts of revenues,
expenses, assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. The following are our critical accounting policies that affect significant areas of our operations and involve judgments and estimates. If these estimates differ
materially from actual results, the impact on the consolidated financial statements may be material.



Revenue Recognition, including Agency and Interline Transactions



Operating revenue is recognized in accordance with Emerging Issues Task Force 91-9, Revenue and Expense Recognition
for Freight Services in Process, which requires us to use the percentage of completion method, based upon average transit time, for transactions where we are the sole provider. Expenses related to operating revenue are recognized as incurred.
We periodically contract with third party carriers to perform transportation services for our customers. When we are the primary obligor for these services, meaning we are responsible for pricing, loss or damage and credit risk, we record revenue
gross for the entire amount billed to the customer, and operating expenses for amounts paid to the third party carriers in accordance with Emerging Issues Task Force 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent.
When we are not the primary obligor for these transportation services, we record revenue net of the amounts paid to third party carriers. Completed but unpaid interline obligations are accrued for in the month in which the shipment was made.



Claims and Insurance



Claims and insurance costs, which primarily result from property damage,
bodily injury, freight damage and workers compensation, are accrued using current information and future estimates to arrive at an estimated ultimate value of claims, less recovery and mitigation credits. These ultimate values are based on
assumptions related to the rates of growth in medical costs, general inflation, the normal elapsed time required to adjudicate and settle claims and a predicted pattern of injury severity for claims incurred but not reported. In many cases,
independent actuaries are retained to render an opinion so that we may value our reserve requirements in a way that is fair, complete and as accurate as possible based on the information available.



We accrue for cargo claims on a per-shipment basis using a method that takes
into account the claims experience, including efforts to mitigate the original claim value, and lag time between shipment and the filing date of the claim. The accuracy of our assumptions relating to claims and insurance costs may be affected by a
number of factors. Based on the nature of our business, there may be temporary or permanent reductions or increases in the number of incidents, the severity of the incident and the secondary coverage provided by insurance. Other factors outside of
our control that may contribute to casualty costs include weather severity in parts of the country, road, bridge and tunnel conditions and tire, brake and power train technology and performance. In the event that actual costs for claims and
insurance exceed our original estimates, we will incur expenses in future periods. In addition, we may adjust our underlying assumptions that result in the estimated ultimate claim value. Any of these events could have a material effect on our
financial results for future periods.



Healthcare,
Pension and Other Post Employment Benefits



Independent consultants and actuaries are used to develop estimates of healthcare, pension and other post employment benefits (OPEB) costs. With regard to pension obligations, actuarial consultants provide valuations of the
future obligations compared to the value of plan assets and earnings of the plan assets for the current and future years, using demographics of the current and future work force. We exercise oversight over the basic assumptions used to develop
pension, healthcare and OPEB costs, including an estimated rate of asset returns, salary increases, discount rates and rates of inflation of medical costs, the demographic assumptions of



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the current and future work force and life expectancy of the retired work force. Information regarding these assumptions is set forth in the notes to our
audited consolidated financial statements included in our annual report on Form 10-K, and these assumptions are evaluated for fairness by our actuaries.



Expenses and required contributions to the OTC and Motor Cargo pension plans have been and will continue to be determined based upon the use of market
related values, which is a valuation method that recognizes changes in the value of assets over five years. The assumptions we use to estimate healthcare, pension and OPEB costs may differ significantly from actual results due to a number of
factors, including changing economic conditions, withdrawal rates, participant life spans and changes in actual costs of healthcare. These differences may have a material effect on the amount of expenses we record for these costs.



Goodwill and Intangible Assets



Under FASB Statement No. 142, Goodwill and Other Intangible
Assets (FAS 142), goodwill and other intangible assets having indefinite useful lives are periodically tested for impairment and a charge is taken to the extent of any impairment. Under FAS 142, we are required to perform
impairment tests at least annually, and we have elected to perform our annual impairment tests at August 31 of each fiscal year. We are also required to perform impairment tests whenever events or changes in circumstances indicate that the carrying
value of goodwill or intangible assets may not be recoverable. The acquisition of Motor Cargo was accounted for as a purchase transaction and the purchase price was allocated among tangible assets, intangible assets and goodwill, in accordance with
FASB Statement No. 141, Business Combinations, and FAS 142. Our statement of financial position as of September 30, 2004 includes a non-amortizable intangible asset related to the Motor Cargo brand name of $3.0 million and goodwill of
$13.2 million. We completed our annual review of goodwill and intangible assets to test for impairment and concluded that there was no indication of impairment, as of August 31, 2004, with respect to goodwill or intangible assets.



Environmental Matters



We generate and transport hazardous and nonhazardous materials and we are subject to Federal, state and local environmental
laws and regulations. A liability of $0.7 million has been accrued as of September 30, 2004 for future cleanup costs at all petroleum storage and hazardous substance release sites where our obligation is probable and where such costs can be
reasonably estimated. We believe that we have adequately identified and estimated the ultimate share of costs at sites where we are alleged to be subject to joint and several liability. Future environmental obligations are not expected to have a
material adverse effect on our business, financial condition or results of operations.



We have been notified by the United States Environmental Protection Agency that we are a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, at
four hazardous waste sites. Under CERCLA, we may be jointly and severally liable for all site remediation and expenses. We have investigated the nature and costs of potential response actions at these sites and our own involvement, alone and in
relation to the involvement of other named potentially responsible parties, in waste disposal or waste generation at such sites. We have either resolved such liabilities through de minimis settlements or we have taken the position that our
obligations with respect to all such sites not subject to settlement will involve immaterial monetary liability, though there can be no assurances in this regard. Furthermore, we believe we are in material compliance with all laws applicable to our
operations and we are not aware of any situation or condition that we believe is likely to have a material adverse effect on our business, financial condition or results of operation.



Seasonality



Our shipment level and revenue mix is subject to seasonal trends common in the transportation industry. Financial results in the first and fourth quarters
are normally lower due to reduced shipments during the winter



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months. Harsh winter weather can also adversely impact our performance by reducing demand and increasing operating expenses including costs related to
accidents. The second and third quarters reflect increased demand for services during the spring and summer months, which generally results in improved operating margins.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



When fuel costs exceed our planned levels, we seek to charge a portion of the higher cost to our customers through a fuel surcharge. While we have
historically been able to offset significant increases in fuel prices through fuel surcharges, we cannot be certain that we will be able to do so in the future. The fuel surcharges we negotiate with our customers only apply when our fuel costs
exceed specified levels. Accordingly, in order to protect against fluctuations in fuel prices that will not be covered by fuel surcharges, we have historically entered into fuel hedging arrangements. In the event we are not hedged, we are at risk to
the extent that changes in the market price of fuel are not covered by our negotiated fuel surcharge arrangements. Alternatively, while the use of fuel hedging arrangements may provide us with protection from adverse fluctuations in fuel prices, by
utilizing these arrangements we potentially forgo the benefits that might result from favorable fluctuations in fuel prices or, in some cases, we may incur hedging losses. We have not hedged any of our remaining forecasted fuel consumption for 2004.



Item 4. Controls and Procedures



As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and Chief
Financial Officer, of the Companys disclosure controls and procedures pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, the Companys Chief Executive Officer and the Chief Financial
Officer concluded that, as of the end of the period covered by this report, the Companys disclosure controls and procedures are effective in alerting them, in a timely manner, to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Companys periodic SEC filings.



Additionally, during the period covered by this report, there has been no change in the Companys internal control over financial reporting that has materially affected, or is reasonably likely to materially
affect, the Companys internal control over financial reporting.



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PART II. OTHER INFORMATION



Item 1. Legal Proceedings



We are
generally subject to litigation in the personal injury, property damage, freight claim, employment and labor areas. Legal actions in these and various other areas arising in the normal course of business, are pending. None of these legal actions
currently pending against us is expected to have a material adverse effect on our business, financial condition or results of operations.



Item 6. Exhibits



|(a) | List of Exhibits
|--- | ----------------



|            |  |                                                                                                                                                                                                                                                                                                                     
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                         
|            | 
|10.1        |  | Amended and Restated Credit Agreement, dated as of November, 3, 2004, among Overnite Corporation, Overnite Transportation Company, the lenders party thereto (the Lenders),
SunTrust Bank, as administrative agent and collateral agent, and SunTrust Capital Markets, Inc., as sole bookrunner and lead arranger.
|            | 
|31(a)       |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                   
|            | 
|31(b)       |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                   
|            | 
|32(a)       |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                  
|            | 
|32(b)       |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                  



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Signatures



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 thereunto duly authorized.



|Dated: | November 8, 2004
|------ | ----------------



OVERNITE CORPORATION (Registrant)By

/s/    PATRICK D. HANLEYPatrick D. Hanley Senior Vice President and Chief
Financial Officer (Principal Financial Officer)By

/s/     MICHAEL S. LIEBSCHWAGERMichael S. Liebschwager Vice President and
Controller (Principal Accounting Officer)




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