##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTER ENDED JUNE 30, 2007
 OR
 o
    
    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:
  VITRAN CORPORATION INC.
 Ontario, Canada
    
    (I.R.S. Employer(State of incorporation)
    
    Identification No.)
 185 The West Mall, Suite 701, Toronto, Ontario, Canada, M9C 5L5
 
 þ o
  o þ o
  o þ




---



##### 



TABLE OF CONTENT
 Item
    
    
    
    PagePART I
    
    Financial Information1.
    
    Financial Statements
    
    
    32.
    
    Managements Discussion and Analysis
    
    
    133.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    204.
    
    Controls and Procedures
    
    
    20PART II
    
    Other Information1.
    
    Legal Proceedings
    
    
    212.
    
    Changes in Securities and Use of Proceeds
    
    
    213.
    
    Defaults Upon Senior Securities
    
    
    214.
    
    Submission of Matters to a Vote of Security Holders
    
    
    215.
    
    Other Information
    
    
    216.
    
    Exhibits and Reports on Form 8-K
    
    
    21
 2




---



##### 



Part I. Financial Information
 Item 1: Financial Statements
 VITRAN CORPORATION INC.
 CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 (In thousands of United States dollars except for per share amounts)
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2007
    
    June 30, 2006
    
    June 30, 2007
    
    June 30, 2006Revenue
    
    $
    170,144
    
    
    $
    123,641
    
    
    $
    324,280
    
    
    $
    238,768Operating expenses
    
    
    140,780
    
    
    
    101,307
    
    
    
    269,236
    
    
    
    198,428Selling, general and administrative expenses
    
    
    15,283
    
    
    
    11,737
    
    
    
    30,382
    
    
    
    22,480Other income
    
    
    (101
    )
    
    
    (40
    )
    
    
    (72
    )
    
    
    (156
    )Depreciation and amortization expense
    
    
    5,109
    
    
    
    2,509
    
    
    
    10,054
    
    
    
    4,916Total operating expenses
    
    
    161,071
    
    
    
    115,513
    
    
    
    309,600
    
    
    
    225,668Income from operations before undernoted
    
    
    9,073
    
    
    
    8,128
    
    
    
    14,680
    
    
    
    13,100Interest expense, net
    
    
    2,115
    
    
    
    171
    
    
    
    4,179
    
    
    
    347Income from operations before income taxes
    
    
    6,958
    
    
    
    7,957
    
    
    
    10,501
    
    
    
    12,753Income taxes
    
    
    1,425
    
    
    
    2,181
    
    
    
    1,581
    
    
    
    3,354Net income before cumulative effect of
change in accounting principle
    
    
    5,533
    
    
    
    5,776
    
    
    
    8,920
    
    
    
    9,399Cumulative effect of a change in accounting
principle (note 8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    141Net income
    
    $
    5,533
    
    
    $
    5,776
    
    
    $
    8,920
    
    
    $
    9,540Earnings per share:Basic - net income before cumulative
effect of change in accounting principle
    
    $
    0.41
    
    
    $
    0.45
    
    
    $
    0.66
    
    
    $
    0.74Basic - cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.01Basic -  net income
    
    $
    0.41
    
    
    $
    0.45
    
    
    $
    0.66
    
    
    $
    0.75Diluted - net income before cumulative
effect of change in accounting principle
    
    $
    0.41
    
    
    $
    0.45
    
    
    $
    0.65
    
    
    $
    0.73Diluted - cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.01Diluted - net income
    
    $
    0.41
    
    
    $
    0.45
    
    
    $
    0.65
    
    
    $
    0.74Weighted average number of shares:Basic
    
    
    13,463,374
    
    
    
    12,732,644
    
    
    
    13,450,790
    
    
    
    12,692,582Diluted
    
    
    13,661,467
    
    
    
    12,964,761
    
    
    
    13,656,765
    
    
    
    12,950,673
 See accompanying notes to consolidated financial statements
 3




---



##### 



VITRAN CORPORATION INC.
 CONSOLIDATED BALANCE SHEETS
 (In thousands of United States dollars)
 Jun. 30, 2007
    
    Dec. 31, 2006(Unaudited)
    
    (Audited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    1,047
    
    
    $
    1,454Accounts receivable
    
    
    79,415
    
    
    
    66,051Inventory, deposits and prepaid expenses
    
    
    9,713
    
    
    
    10,796Income and other taxes receivable
    
    
    4,347
    
    
    
    Deferred income taxes
    
    
    3,227
    
    
    
    1,72097,749
    
    
    
    80,021Property and equipment
    
    
    154,770
    
    
    
    145,129Intangible assets
    
    
    14,766
    
    
    
    15,888Goodwill (note 5)
    
    
    119,136
    
    
    
    117,146Other
    
    
    125
    
    
    
    150$
    386,546
    
    
    $
    358,334Liabilities and Shareholders EquityCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    72,584
    
    
    $
    67,916Income and other taxes payable
    
    
    
    
    
    
    1,275Current portion of long-term debt
    
    
    16,353
    
    
    
    15,72488,937
    
    
    
    84,915Long-term debt
    
    
    99,089
    
    
    
    93,139Other
    
    
    2,089
    
    
    
    Deferred income taxes
    
    
    11,826
    
    
    
    6,983Shareholders equity:Common shares, no par value, unlimited authorized,
13,466,359 and 13,419,859 issued and outstanding at
March 31, 2007 and December 31, 2006, respectively
    
    
    77,168
    
    
    
    76,913Additional paid-in capital
    
    
    2,018
    
    
    
    1,607Retained earnings
    
    
    99,853
    
    
    
    90,933Accumulated other comprehensive income
    
    
    5,566
    
    
    
    3,844184,605
    
    
    
    173,297$
    386,546
    
    
    $
    358,334
  See accompanying notes to consolidated financial statements.
 4




---



##### 



VITRAN CORPORATION INC.
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(Unaudited)
 AccumulatedAdditional
    
    
    
    
    
    other
    
    TotalCommon shares
    
    Paid-in
    
    Retained
    
    comprehensive
    
    ShareholdersShares
    
    Amount
    
    Capital
    
    Earnings
    
    income
    
    EquityDecember 31, 2006
    
    
    13,419,859
    
    
    $
    76,913
    
    
    $
    1,607
    
    
    $
    90,933
    
    
    $
    3,844
    
    
    $
    173,297Shares issued upon
exercise of employee
stock options
    
    
    46,500
    
    
    
    255
    
    
    
    (48
    )
    
    
    
    
    
    
    
    
    
    
    207Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,920
    
    
    
    
    
    
    
    8,920Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,722
    
    
    
    1,722Share based compensation
    
    
    
    
    
    
    
    
    
    
    459
    
    
    
    
    
    
    
    
    
    
    
    459June 30, 2007
    
    
    13,466,359
    
    
    $
    77,168
    
    
    $
    2,018
    
    
    $
    99,853
    
    
    $
    5,566
    
    
    $
    184,605
 AccumulatedAdditional
    
    
    
    
    
    other
    
    TotalCommon shares
    
    Paid-in
    
    Retained
    
    comprehensive
    
    ShareholdersShares
    
    Amount
    
    Capital
    
    Earnings
    
    income
    
    EquityDecember 31, 2005
    
    
    12,647,636
    
    
    $
    63,604
    
    
    $
    956
    
    
    $
    71,553
    
    
    $
    3,689
    
    
    $
    139,802Shares issued upon
exercise of employee
stock options
    
    
    97,300
    
    
    
    526
    
    
    
    (47
    )
    
    
    
    
    
    
    
    
    
    
    479Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,540
    
    
    
    
    
    
    
    9,540Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,418
    
    
    
    1,418Share based compensation
    
    
    
    
    
    
    
    
    
    
    409
    
    
    
    
    
    
    
    
    
    
    
    409Cumulative effect of a
change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    (141
    )
    
    
    
    
    
    
    
    
    
    
    (141
    )June 30, 2006
    
    
    12,744,936
    
    
    $
    64,130
    
    
    $
    1,177
    
    
    $
    81,093
    
    
    $
    5,107
    
    
    $
    151,507
 5




---



##### 



VITRAN CORPORATION INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 (In thousands of United States dollars)
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2007
    
    June 30, 2006
    
    June 30, 2007
    
    June 30, 2006Cash provided by (used in):Net income
    
    $
    5,533
    
    
    $
    5,776
    
    
    $
    8,920
    
    
    $
    9,540Items not involving cash from operationsDepreciation and amortization expense
    
    
    5,109
    
    
    
    2,509
    
    
    
    10,054
    
    
    
    4,916Deferred income taxes
    
    
    1,628
    
    
    
    195
    
    
    
    2,595
    
    
    
    572Share-based compensation expense
    
    
    251
    
    
    
    219
    
    
    
    459
    
    
    
    409Gain on sale of property and equipment
    
    
    (101
    )
    
    
    (40
    )
    
    
    (72
    )
    
    
    (156
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (141
    )Change in non-cash working capital components
    
    
    (2,066
    )
    
    
    (1,509
    )
    
    
    (5,763
    )
    
    
    44610,354
    
    
    
    7,150
    
    
    
    16,193
    
    
    
    15,586Investments:Purchase of property and equipment
    
    
    (6,870
    )
    
    
    (9,651
    )
    
    
    (11,420
    )
    
    
    (11,529
    )Proceeds on sale of property and equipment
    
    
    167
    
    
    
    1,384
    
    
    
    238
    
    
    
    1,554Additional payments due to acquisition of subsidiary
    
    
    (6,383
    )
    
    
    
    
    
    
    (6,921
    )
    
    
    Acquisition of business assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,251
    )(13,086
    )
    
    
    (8,267
    )
    
    
    (18,103
    )
    
    
    (12,226
    )Financing:Change in revolving credit facility
    
    
    6,838
    
    
    
    
    
    
    
    10,122
    
    
    
    (2,985
    )Repayment of long-term debt
    
    
    (2,255
    )
    
    
    (631
    )
    
    
    (4,510
    )
    
    
    (1,952
    )Repayment of capital leases
    
    
    (1,674
    )
    
    
    
    
    
    
    (3,314
    )
    
    
    Issue of common shares upon exercise of stock options
    
    
    80
    
    
    
    158
    
    
    
    207
    
    
    
    4792,989
    
    
    
    (473
    )
    
    
    2,505
    
    
    
    (4,458
    )Effect of translation adjustment on cash
    
    
    (753
    )
    
    
    (63
    )
    
    
    (1,002
    )
    
    
    (177
    )Decrease in cash position
    
    
    (496
    )
    
    
    (1,653
    )
    
    
    (407
    )
    
    
    (1,275
    )Cash position, beginning of period
    
    
    1,543
    
    
    
    14,970
    
    
    
    1,454
    
    
    
    14,592Cash position, end of period
    
    $
    1,047
    
    
    $
    13,317
    
    
    $
    1,047
    
    
    $
    13,317Change in non-cash working capital components:Accounts receivable
    
    $
    (6,354
    )
    
    $
    (4,083
    )
    
    $
    (13,364
    )
    
    $
    (6,429
    )Inventory, deposits and prepaid expenses
    
    
    696
    
    
    
    1,438
    
    
    
    1,083
    
    
    
    1,626Income and other taxes receivable/payable
    
    
    (1,462
    )
    
    
    510
    
    
    
    (5,987
    )
    
    
    98Accounts payable and accrued liabilities
    
    
    4,893
    
    
    
    626
    
    
    
    10,416
    
    
    
    5,151Other liabilities
    
    
    161
    
    
    
    
    
    
    
    2,089
    
    
    
    $
    (2,066
    )
    
    $
    (1,509
    )
    
    $
    (5,763
    )
    
    $
    446Supplemental cash flow information:Capital lease additions
    
    $
    3,740
    
    
    
    
    
    
    $
    3,740
    
    
    
    
 See accompanying notes to consolidated financial statements.
 6




---



##### 



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (In thousands of United States dollars except for per share amounts)
 1. Accounting Policies
    2. New Accounting Pronouncements
   3. Foreign Currency Translation
   7




---



##### 



4. Acquisition
   Three months
    
    Six monthsEnded
    
    EndedJune 30, 2006
    
    June 30, 2006Pro forma revenue
    
    $
    169,315
    
    
    $
    326,107Pro forma net income
    
    
    6,839
    
    
    
    10,867Pro forma diluted earnings per share
    
    $
    0.50
    
    
    $
    0.80
 5. Goodwill
 GoodwillBalance at December 31, 2006
    
    $
    117,146Foreign exchange on CDN$denominated goodwill
    
    
    817Adjustment to goodwill (note 4)
    
    
    1,173Balance at June 30, 2007
    
    $
    119,136
 6. Income Taxes
    8




---



##### 



7. Stock Option Plan
   2007Options granted
    
    
    115,000Risk-free interest rate
    
    
    4.20
    %Dividend yield
    
    
    Volatility factor of the future expected market price of the
Companys common shares
    
    
    31.76
    %Expected life of the options
    
    6 years
  8 Comprehensive income (loss)
   Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2007
    
    June 30, 2006
    
    June 30, 2007
    
    June 30, 2006Net Income
    
    $
    5,533
    
    
    $
    5,776
    
    
    $
    8,920
    
    
    $
    9,540Translation adjustment
    
    
    1,652
    
    
    
    1,779
    
    
    
    1,747
    
    
    
    1,418Interest rate swap
    
    
    1
    
    
    
    
    
    
    
    (25
    )
    
    
    Other comprehensive income
    
    $
    1,653
    
    
    $
    1,779
    
    
    $
    1,722
    
    
    $
    1,418Comprehensive net income
    
    $
    7,186
    
    
    $
    7,555
    
    
    $
    10,642
    
    
    $
    10,958
 9. Computation of Earnings per Share
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2007
    
    June 30, 2006
    
    June 30, 2007
    
    June 30, 2006Numerator:Net Income
    
    $
    5,533
    
    
    $
    5,776
    
    
    $
    8,920
    
    
    $
    9,540Denominator:Basic weighted-average shares outstanding
    
    
    13,463,374
    
    
    
    12,732,644
    
    
    
    13,450,790
    
    
    
    12,692,582Dilutive Stock options
    
    
    198,093
    
    
    
    232,117
    
    
    
    205,975
    
    
    
    258,091Dilutive weighted-average shares outstanding
    
    
    13,661,467
    
    
    
    12,964,761
    
    
    
    13,656,765
    
    
    
    12,950,673
 9




---



##### 



9. Computation of Earnings per Share (continued)
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2007
    
    June 30, 2006
    
    June 30, 2007
    
    June 30, 2006Basic earnings per share before cumulative
effect of change in accounting principle
    
    $
    0.41
    
    
    $
    0.45
    
    
    $
    0.66
    
    
    $
    0.74Effect of a change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.01Basic earnings per share
    
    $
    0.41
    
    
    $
    0.45
    
    
    $
    0.66
    
    
    $
    0.75Diluted earnings per share before cumulative
effect of change in accounting principle
    
    $
    0.41
    
    
    $
    0.45
    
    
    $
    0.65
    
    
    $
    0.73Effect of a change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.01Diluted earnings per share
    
    $
    0.41
    
    
    $
    0.45
    
    
    $
    0.65
    
    
    $
    0.74
  10. Contingent Liabilities
  11. Risk Management Activities
  12. Segmented Information
 Three months ended
    
    Less-than-
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate Office
    
    ConsolidatedJune 30, 2007
    
    truckload
    
    Logistics
    
    Truckload
    
    Total
    
    and Other
    
    TotalsRevenue
    
    $
    150,615
    
    
    $
    11,225
    
    
    $
    8,304
    
    
    $
    170,144
    
    
    $
    
    
    
    $
    170,144Operating, selling, general and
administrative expenses
    
    
    137,022
    
    
    
    10,348
    
    
    
    7,643
    
    
    
    155,013
    
    
    
    1,050
    
    
    
    156,063Other income
    
    
    101
    
    
    
    
    
    
    
    
    
    
    
    101
    
    
    
    
    
    
    
    101Depreciation and amortization
    
    
    4,692
    
    
    
    142
    
    
    
    256
    
    
    
    5,090
    
    
    
    19
    
    
    
    5,109Income (loss) from operations
    
    $
    9,002
    
    
    $
    735
    
    
    $
    405
    
    
    $
    10,142
    
    
    $
    (1,069
    )
    
    
    9,073Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,115Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,425Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,533
 Three months ended
    
    Less-than-
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate Office
    
    ConsolidatedJune 30, 2006
    
    truckload
    
    Logistics
    
    Truckload
    
    Total
    
    and Other
    
    TotalsRevenue
    
    $
    105,213
    
    
    $
    10,251
    
    
    $
    8,177
    
    
    $
    123,641
    
    
    $
    
    
    
    $
    123,641Operating, selling, general and
administrative expenses
    
    
    95,023
    
    
    
    9,509
    
    
    
    7,446
    
    
    
    111,978
    
    
    
    1,066
    
    
    
    113,044Other income (loss)
    
    
    43
    
    
    
    
    
    
    
    (3
    )
    
    
    40
    
    
    
    
    
    
    
    40Depreciation and amortization
    
    
    2,194
    
    
    
    104
    
    
    
    198
    
    
    
    2,496
    
    
    
    13
    
    
    
    2,509Income (loss) from operations
    
    $
    8,039
    
    
    $
    638
    
    
    $
    530
    
    
    $
    9,207
    
    
    $
    (1,079
    )
    
    
    8,128Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    171Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,181Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,776
 10




---



##### 



12. Segmented Information (continued)
 Six months ended
    
    Less-than-
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate Office
    
    ConsolidatedJune 30, 2007
    
    truckload
    
    Logistics
    
    Truckload
    
    Total
    
    and Other
    
    TotalsRevenue
    
    $
    286,772
    
    
    $
    20,888
    
    
    $
    16,620
    
    
    $
    324,280
    
    
    $
    
    
    
    $
    324,280Operating, selling, general and
administrative expenses
    
    
    262,348
    
    
    
    19,452
    
    
    
    15,419
    
    
    
    297,219
    
    
    
    2,399
    
    
    
    299,618Other income (loss)
    
    
    77
    
    
    
    
    
    
    
    (5
    )
    
    
    (72
    )
    
    
    
    
    
    
    (72
    )Depreciation and amortization
    
    
    9,269
    
    
    
    261
    
    
    
    496
    
    
    
    10,026
    
    
    
    28
    
    
    
    10,054Income (loss) from operations
    
    $
    15,232
    
    
    $
    1,175
    
    
    $
    700
    
    
    $
    17,107
    
    
    $
    (2,427
    )
    
    
    14,680Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,179Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,581Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8,920
 Six months ended
    
    Less-than-
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate Office
    
    ConsolidatedJune 30, 2006
    
    truckload
    
    Logistics
    
    Truckload
    
    Total
    
    and Other
    
    TotalsRevenue
    
    $
    202,636
    
    
    $
    19,663
    
    
    $
    16,469
    
    
    $
    238,768
    
    
    $
    
    
    
    $
    238,768Operating, selling, general and
administrative expenses
    
    
    185,370
    
    
    
    18,323
    
    
    
    15,140
    
    
    
    218,833
    
    
    
    2,075
    
    
    
    220,908Other income (loss)
    
    
    159
    
    
    
    
    
    
    
    (3
    )
    
    
    156
    
    
    
    
    
    
    
    156Depreciation and amortization
    
    
    4,318
    
    
    
    188
    
    
    
    386
    
    
    
    4,892
    
    
    
    24
    
    
    
    4,916Income (loss) from operations
    
    $
    13,107
    
    
    $
    1,152
    
    
    $
    940
    
    
    $
    15,199
    
    
    $
    (2,099
    )
    
    
    13,100Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    347Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,354Net income before cumulative
effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,399Effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    141Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    9,540
 13. United States and Canadian accounting policy differences
  (a) Consolidated reconciliation of net income and shareholders equity
  Net income
    
    Net Income
    
    Shareholders equityThree months ended
    
    Six months ended2007
    
    2006
    
    2007
    
    2006
    
    2007
    
    2006Balance as at June 30, based on United States GAAP
    
    $
    5,533
    
    
    $
    5,776
    
    
    $
    8,920
    
    
    $
    9,540
    
    
    $
    186,383
    
    
    $
    151,507Effect of change in accounting principle (i)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (141
    )
    
    
    (141
    )
    
    
    (141
    )Foreign exchange adjustment (ii)
    
    
    (631
    )
    
    
    
    
    
    
    (714
    )
    
    
    
    
    
    
    144
    
    
    
    858Unrealized foreign exchange loss on derivative instrument
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (101
    )
    
    
    (101
    )Accumulated other comprehensive income adjustment (ii)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (43
    )
    
    
    (757
    )Balance as at June 30, based on Canadian GAAP
    
    $
    4,902
    
    
    $
    5,776
    
    
    $
    8,206
    
    
    $
    9,399
    
    
    $
    186,242
    
    
    $
    151,366
 11




---



##### 



13. United States and Canadian accounting policy differences (continued)
 (i)
    
    The adoption of SFAS 123(R)  Share-Based Payments only applies to United States GAAP.
Therefore, the effect of a change in accounting principle does not impact Canadian GAAP net
income or shareholders equity.(ii)
    
    The Company had a foreign exchange loss of $0.6 million and $0.7 million for the three
months and six months ended June 30, 2007, respectively, that did not represent a
substantially complete liquidation of a foreign operation in the current period. In
previous years, the Company had foreign exchange gains of $0.9 million that did not
represent a substantially complete liquidation of a foreign operation. Under Canadian GAAP
these gains and losses were recognized upon the transfer into income of the related
cumulative translation adjustment. Under United States GAAP, there is no reduction of the
cumulative translation adjustment account. Retained earnings under Canadian GAAP is
increased $0.8 million with a corresponding decrease to the cumulative translation
adjustment included in accumulated other comprehensive income.
 Earnings per share
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2007
    
    June 30, 2006
    
    June 30 2007
    
    June 30, 2006Earnings per shareCanadian GAAPBasic
    
    $
    0.36
    
    
    $
    0.45
    
    
    $
    0.61
    
    
    $
    0.74Diluted
    
    $
    0.36
    
    
    $
    0.45
    
    
    $
    0.60
    
    
    $
    0.73
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2007
    
    June 30, 2006
    
    June 30 2007
    
    June 30, 2006Weighted average number of shares:Basic
    
    
    13,463,374
    
    
    
    12,732,644
    
    
    
    13,450,790
    
    
    
    12,692,582Potential exercise of stock options
    
    
    198,093
    
    
    
    232,117
    
    
    
    205,975
    
    
    
    258,091Diluted
    
    
    13,661,467
    
    
    
    12,964,761
    
    
    
    13,656,765
    
    
    
    12,950,673
 (b)
    
    Derivative accountingPreviously under Canadian GAAP, gains and losses on derivatives that are designated as hedges
and that manage the underlying risks of anticipated transactions are not recorded until the
underlying hedged item is recorded in net income and hedge ineffectiveness is not recorded until
settlement. On January 1, 2007 the Company adopted CICA 3865, Hedges, in accordance with the
transitional provisions. Under the transitional provision any hedging relationships that existed
and satisfy all the conditions of CICA 3865 are adjusted to the carrying amounts that would have
resulted had CICA 3865 always been applied. Based on the transitional provision there is no longer
a difference in accounting for derivatives for the Company between United States and Canadian GAAP.On January 1, 2007, the Company adopted CICA 3855, Financial Instruments  Recognition and
Measurement. Management evaluated the effect of the standard on the consolidated financial
statements and concluded that the Company does not have a difference between United States and
Canadian GAAP upon adoption of the standard.(c)
    
    Comprehensive incomeOn January 1, 2007 the Company adopted CICA 1530, Comprehensive Income, in accordance with the
appropriate provisions of the standard. The Company reports comprehensive income as part of its
United States GAAP reporting, therefore, the adoption of this standard eliminates this presentation
difference between United States and Canadian GAAP. However, there may be measurement differences
between comprehensive income under United States and Canadian GAAP.
 14. Comparative figures
  12




---



##### 



Item 2. Managements Discussion and Analysis of Results of Operation
 This MD&A and the documents incorporated by reference contains forward-looking statements
within the meaning of the United States Private Securities Litigation Reform Act of 1995 and
applicable Canadian securities laws concerning Vitrans business, operations, and financial
performance and condition.
 Forward-looking statements may be generally identifiable by use of the words believe,
anticipate, intend, estimate, expect, project, may, plans, continue, will,
focus, should, endeavor or the negative of these words or other variation on these words or
comparable terminology. These forward-looking statements are based on current expectations and are
subject to uncertainty and changes in circumstances that may cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
 The MD&A and the documents incorporated by reference herein contain forward-looking statements
regarding, but not limited to, the following:
 
    
    the Companys objective to expand or acquire a less-than-truckload operation, in a new regional market;
    
    the Companys objective to achieve profitable revenue growth in the less-than-truckload segment;
    
    the Companys objective to complete information technology initiatives;
    
    the Companys intention to achieve above-average transborder and inter-regional growth rates;
    
    the Companys intention to add clients in the second and third quarter that will improve
revenue and income from operations within the Logistics segment;
    
    the Companys intention to purchase a specified level of capital assets and to finance
such acquisitions with cash flow from operations and, if necessary, from the Companys
unused credit facilities.
 Such forward-looking statements involve known and unknown risks, uncertainties and other
factors that may cause Vitrans actual results, performance or achievements to differ materially
from any future results, performance or achievements expressed or implied by such forward-looking
statements. Factors that may cause such differences include but are not limited to technological
change, increase in fuel costs, regulatory change, changes in tax legislation, the general health
of the economy, changes in labor relations, geographic expansion, capital requirements,
availability of financing, claims and insurance costs, environmental hazards, availability of
qualified drivers and competitive factors. More detailed information about these and other factors
is included in the MD&A. Many of these factors are beyond the Companys control; therefore, future
events may vary substantially from what the Company currently foresees. You should not place undue
reliance on such forward-looking statements. Vitran Corporation Inc. does not assume the
obligation to revise or update these forward-looking statements after the date of this document or
to revise them to reflect the occurrence of future unanticipated events, except as may be required
under applicable securities laws.
 Unless otherwise indicated all dollar references herein are in U.S. dollars. The Companys
Annual Report on Form 10-K, as well as all the Companys other required filings, may be obtained
from the Company at www.vitran.com or from www.sedar.com or from www.sec.gov/edgar.shtml . This MD&A
and the documents incorporated by reference contain forward-looking statements within the meaning
of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian
securities laws concerning Vitrans business, operations, and financial performance and condition.
 13




---



##### 



OVERVIEW
   CONSOLIDATED RESULTS
  For the three months ended June 30
    
    For the six months ended June 30(in thousands)
    
    2007
    
    2006
    
    2007 vs 2006
    
    2007
    
    2006
    
    2007 vs 2006Revenue
    
    $
    170,144
    
    
    $
    123,641
    
    
    
    37.6
    %
    
    $
    324,280
    
    
    $
    238,768
    
    
    
    35.8
    %Operating expenses
    
    
    140,780
    
    
    
    101,307
    
    
    
    39.0
    %
    
    
    269,236
    
    
    
    198,428
    
    
    
    35.7
    %SG&A expenses
    
    
    15,283
    
    
    
    11,737
    
    
    
    30.2
    %
    
    
    30,382
    
    
    
    22,480
    
    
    
    35.2
    %Other expenses (income)
    
    
    (101
    )
    
    
    (40
    )
    
    
    152.5
    %
    
    
    (72
    )
    
    
    (156
    )
    
    
    (53.8
    %)Depreciation and amortization
    
    
    5,109
    
    
    
    2,509
    
    
    
    103.6
    %
    
    
    10,054
    
    
    
    4,916
    
    
    
    104.5
    %Income from operations
    
    
    9,073
    
    
    
    8,128
    
    
    
    11.6
    %
    
    
    14,680
    
    
    
    13,100
    
    
    
    12.1
    %Interest expense, net
    
    
    2,115
    
    
    
    171
    
    
    
    1,136.8
    %
    
    
    4,179
    
    
    
    347
    
    
    
    1,104.3
    %Net income
    
    
    5,533
    
    
    
    5,776
    
    
    
    (4.2
    %)
    
    
    8,920
    
    
    
    9,540
    
    
    
    (6.5
    %)Earnings per share:Basic net income
    
    $
    0.41
    
    
    $
    0.45
    
    
    
    
    
    
    $
    0.66
    
    
    $
    0.75Diluted net income
    
    $
    0.41
    
    
    $
    0.45
    
    
    
    
    
    
    $
    0.65
    
    
    $
    0.74Operating Ratio(1)
    
    
    94.7
    %
    
    
    93.4
    %
    
    
    
    
    
    
    95.5
    %
    
    
    94.5
    %
    14




---



##### 



SEGMENTED RESULTS
 Less-Than-Truckload (LTL)
  For the three months ended June 30
    
    For the six months ended June 30(in thousands)
    
    2007
    
    2006
    
    2007 vs 2006
    
    2007
    
    2006
    
    2007 vs 2006Revenue
    
    $
    150,615
    
    
    $
    105,213
    
    
    
    43.2
    %
    
    $
    286,772
    
    
    $
    202,636
    
    
    
    41.5
    %Income from operations
    
    
    9,002
    
    
    
    8,039
    
    
    
    12.0
    %
    
    
    15,232
    
    
    
    13,107
    
    
    
    16.2
    %Operating ratio
    
    
    94.0
    %
    
    
    92.4
    %
    
    
    
    
    
    
    94.7
    %
    
    
    93.5
    %
 15




---



##### 



For the three months ended June 30
    
    For the six months ended June 30(in thousands)
    
    2007
    
    2006
    
    2007 vs 2006
    
    2007
    
    2006
    
    2007 vs 2006Number of shipments (2)
    
    
    1,085,565
    
    
    
    687,120
    
    
    
    58.0
    %
    
    
    2,079,241
    
    
    
    1,351,650
    
    
    
    53.8
    %Weight (000s of lbs) (3)
    
    
    1,555,693
    
    
    
    1,100,523
    
    
    
    41.4
    %
    
    
    3,023,539
    
    
    
    2,144,103
    
    
    
    41.0
    %Revenue per shipment (4)
    
    $
    138.71
    
    
    $
    153.12
    
    
    
    (9.4
    %)
    
    $
    137.92
    
    
    $
    149.92
    
    
    
    (8.0
    %)Revenue per hundredweight (5)
    
    $
    9.68
    
    
    $
    9.56
    
    
    
    1.3
    %
    
    $
    9.48
    
    
    $
    9.45
    
    
    
    0.3
    %
   Logistics
  For the three months ended June 30
    
    
    
    
    For the six months ended June 30(in thousands)
    
    2007
    
    2006
    2007 vs 2006
    2007
    2006
    2007 vs 2006Revenue
    
    $
    11,225
    
    
    $
    10,251
    
    
    
    9.5
    %
    
    $
    20,888
    
    
    $
    19,663
    
    
    
    6.2
    %Income from operations
    
    
    735
    
    
    
    638
    
    
    
    15.2
    %
    
    
    1,175
    
    
    
    1,152
    
    
    
    2.0
    %Operating Ratio
    
    
    93.4
    %
    
    
    93.8
    %
    
    
    
    
    
    
    94.4
    %
    
    
    94.1
    %
  Truckload
  For the three months ended June 30
    
    For the six months ended June 30(in thousands)
    
    2007
    
    2006
    
    2007 vs 2006
    
    2007
    
    2006
    
    2007 vs 2006Revenue
    
    $
    8,304
    
    
    $
    8,177
    
    
    
    1.6
    %
    
    $
    16,620
    
    
    $
    16,469
    
    
    
    0.9
    %Income from operations
    
    
    405
    
    
    
    530
    
    
    
    (23.6
    %)
    
    
    700
    
    
    
    940
    
    
    
    (25.5
    %)Operating Ratio
    
    
    95.1
    %
    
    
    93.5
    %
    
    
    
    
    
    
    95.8
    %
    
    
    94.3
    %
 16




---



##### 



(6)
 LIQUIDITY AND CAPITAL RESOURCES
    For the three months ended June 30
    
    For the six months ended June 30(in thousands, unaudited)
    
    2007
    
    2006
    
    2007
    
    2006Real Estate and buildings
    
    $
    2,429
    
    
    $
    6,746
    
    
    $
    5,675
    
    
    $
    6,757Tractors
    
    
    5,343
    
    
    
    548
    
    
    
    5,343
    
    
    
    832Trailing fleet
    
    
    1,717
    
    
    
    1,629
    
    
    
    2,686
    
    
    
    2,447Information technology
    
    
    403
    
    
    
    171
    
    
    
    572
    
    
    
    530Leasehold improvements
    
    
    14
    
    
    
    37
    
    
    
    32
    
    
    
    56Other equipment
    
    
    704
    
    
    
    520
    
    
    
    852
    
    
    
    907Total
    
    $
    10,610
    
    
    $
    9,651
    
    
    $
    15,160
    
    
    $
    11,529
  off-balance
sheet
 17




---



##### 



(in thousands of dollars)
    
    
    
    
    
    Payments due by periodContractual Obligations
    
    Total
    
    2007
    
    2008 & 2009
    
    2010 & 2011
    
    ThereafterLong-term debt (LIBOR 4.74% to 7.20%)
    
    $
    77,420
    
    
    $
    4,510
    
    
    $
    72,106
    
    
    $
    804
    
    
    $
    NilRevolving credit facilities
    
    
    17,879
    
    
    
    Nil
    
    
    
    17,879
    
    
    
    Nil
    

    
    
    NilCapital lease obligations
    
    
    20,143
    
    
    
    3,709
    
    
    
    10,730
    
    
    
    4,530
    
    
    
    1,174Amount due to vendors of acquisitions
    
    
    1,980
    
    
    
    1,980
    
    
    
    Nil
    

    
    
    Nil
    

    
    
    NilSub-total
    
    
    117,422
    
    
    
    10,199
    
    
    
    100,715
    
    
    
    5,334
    
    
    
    1,174Operating leases
    
    
    32,973
    
    
    
    7,802
    
    
    
    16,316
    
    
    
    6,650
    
    
    
    2,205Total Contractual Obligations
    
    $
    150,395
    
    
    $
    18,001
    
    
    $
    117,031
    
    
    $
    11,984
    
    
    $
    3,379
   OUTLOOK
     18




---



##### 



QUARTERLY RESULTS
 U.S. GAAP(thousands of dollars
    
    2007
    
    
    2007
    
    
    2006
    
    
    2006
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    2005except per share amounts)
    
    Q2
    
    
    Q1
    
    
    Q4
    
    
    Q3
    
    
    Q2
    
    
    Q1
    
    
    Q4
    
    
    Q3Revenue
    
    $
    170,144
    
    
    $
    154,136
    
    
    $
    153,779
    
    
    $
    121,512
    
    
    $
    123,641
    
    
    $
    115,127
    
    
    $
    112,975
    
    
    $
    116,226Income from operations
    
    
    9,073
    
    
    
    5,607
    
    
    
    8,143
    
    
    
    6,797
    
    
    
    8,128
    
    
    
    4,972
    
    
    
    6,937
    
    
    
    7,647Net Income
    
    
    5,533
    
    
    
    3,387
    
    
    
    4,974
    
    
    
    4,885
    
    
    
    5,776
    
    
    
    3,764
    
    
    
    5,012
    
    
    
    5,376Earnings per share:Basic
    
    $
    0.41
    
    
    $
    0.25
    
    
    $
    0.37
    
    
    $
    0.38
    
    
    $
    0.45
    
    
    $
    0.30
    
    
    $
    0.40
    
    
    $
    0.43Diluted
    
    
    0.41
    
    
    
    0.25
    
    
    
    0.37
    
    
    
    0.38
    
    
    
    0.45
    
    
    
    0.29
    
    
    
    0.39
    
    
    
    0.42Weighted average number of shares:Basic
    
    
    13,463,374
    
    
    
    13,438,065
    
    
    
    13,413,153
    
    
    
    12,744,936
    
    
    
    12,732,644
    
    
    
    12,652,075
    
    
    
    12,618,416
    
    
    
    12,584,358Diluted
    
    
    13,661,467
    
    
    
    13,651,872
    
    
    
    13,624,031
    
    
    
    12,966,835
    
    
    
    12,964,761
    
    
    
    12,934,751
    
    
    
    12,930,661
    
    
    
    12,921,695
 Canadian GAAP(7)(thousands of dollars
    
    2007
    
    
    2007
    
    
    2006
    
    
    2006
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    2005except per share amounts)
    
    Q2
    
    
    Q1
    
    
    Q4
    
    
    Q3
    
    
    Q2
    
    
    Q1
    
    
    Q4
    
    
    Q3Revenue
    
    $
    170,144
    
    
    $
    154,136
    
    
    $
    153,779
    
    
    $
    121,512
    
    
    $
    123,641
    
    
    $
    115,127
    
    
    $
    112,975
    
    
    $
    116,226Income from operations
    
    
    8,442
    
    
    
    5,524
    
    
    
    8,143
    
    
    
    6,797
    
    
    
    8,128
    
    
    
    4,972
    
    
    
    6,937
    
    
    
    7,647Net Income
    
    
    4,902
    
    
    
    3,304
    
    
    
    4,974
    
    
    
    4,885
    
    
    
    5,776
    
    
    
    3,623
    
    
    
    5,012
    
    
    
    5,376Earnings per share:Basic
    
    $
    0.36
    
    
    $
    0.25
    
    
    $
    0.37
    
    
    $
    0.38
    
    
    $
    0.45
    
    
    $
    0.29
    
    
    $
    0.40
    
    
    $
    0.43Diluted
    
    
    0.36
    
    
    
    0.24
    
    
    
    0.37
    
    
    
    0.38
    
    
    
    0.45
    
    
    
    0.28
    
    
    
    0.39
    
    
    
    0.42Weighted average number of shares:Basic
    
    
    13,463,374
    
    
    
    13,438,065
    
    
    
    13,413,153
    
    
    
    12,744,936
    
    
    
    12,732,644
    
    
    
    12,652,075
    
    
    
    12,618,416
    
    
    
    12,584,358Diluted
    
    
    13,661,467
    
    
    
    13,651,872
    
    
    
    13,624,031
    
    
    
    12,966,835
    
    
    
    12,964,761
    
    
    
    12,934,751
    
    
    
    12,930,661
    
    
    
    12,921,695
 Definitions of non-GAAP measures:
 (1)
    
    Operating ratio (OR) is a non-GAAP financial measure which does not have any standardized
meaning prescribed by GAAP. OR is the sum of operating expenses, selling, general and
administrative expenses, other expenses (income), and depreciation and amortization expense,
divided by revenue. OR allows management to measure the Company and its various segments
operating efficiency. OR is a widely recognized measure in the transportation industry which
provides a comparable benchmark for evaluating the Companys performance compared to its
competitors. Investors should also note that the Companys presentation of OR may not be
comparable to similarly titled measures by other companies. OR is calculated as follows:
 Three months ended June 30,
    
    Six months ended June 30,(in thousands)
    
    2007
    
    2006
    
    2007
    
    2006Operating expenses
    
    $
    140,780
    
    
    $
    101,307
    
    
    $
    269,236
    
    
    $
    198,428Selling, general and administrative expenses
    
    
    15,283
    
    
    
    11,737
    
    
    
    30,382
    
    
    
    22,480Other expenses (income)
    
    
    (101
    )
    
    
    (40
    )
    
    
    (72
    )
    
    
    (156
    )Depreciation and amortization expense
    
    
    5,109
    
    
    
    2,509
    
    
    
    10,054
    
    
    
    4,916$
    161,071
    
    
    $
    115,513
    
    
    $
    309,600
    
    
    $
    225,668Revenue
    
    $
    170,144
    
    
    $
    123,641
    
    
    $
    324,280
    
    
    $
    238,768Operating ratio (OR)
    
    
    94.7
    %
    
    
    93.4
    %
    
    
    95.5
    %
    
    
    94.5
    %
 (2)
    
    A shipment is a single movement of goods from a point of origin to its final destination as
described on a bill of lading document.(3)
    
    Weight represents the total pounds shipped.(4)
    
    Revenue per shipment represents revenue divided by the number of shipments.(5)
    
    Revenue per hundredweight is the price obtained for transporting 100 pounds of LTL freight
from point to point, calculated by dividing the revenue for an LTL shipment by the
hundredweight (weight in pounds divided by 100) for a shipment.(6)
    
    Revenue per total mile represents revenue divided by the total miles driven.(7)
    
    Please see Note 13 to the Interim Consolidated Financial Statements for differences between
United States and Canadian GAAP.
 19




---



##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  (in thousands of dollars)
    
    
    
    
    
    Payments due by periodLong-term debt
    
    Total
    
    2007
    

2008
& 2009
    

2010
& 2011
    
    ThereafterVariable RateTerm bank facility
    
    $
    74,000
    
    
    $
    4,000
    
    
    $
    70,000
    
    
    $
    Nil
    
    
    $
    NilAverage interest rate (LIBOR)
    
    
    7.23
    %
    
    
    7.20
    %
    
    
    7.20
    %Revolving bank facility
    
    
    9,600
    
    
    
    Nil
    
    
    
    9,600
    
    
    
    Nil
    

    
    
    NilAverage interest rate (LIBOR)
    
    
    7.20
    %
    
    
    
    
    
    
    7.20
    %
    
    
    
    
    
    
    NilRevolving bank facility
    
    
    8,279
    
    
    
    Nil
    

    
    
    8,279
    
    
    
    Nil
    

    
    
    NilAverage interest rate (CDN BA)
    
    
    6.40
    %
    
    
    
    
    
    
    6.40
    %Fixed RateTerm bank facility
    
    
    3,420
    
    
    
    510
    
    
    
    2,106
    
    
    
    804
    
    
    
    NilAverage interest rate
    
    
    4.74
    %
    
    
    4.74
    %
    
    
    4.74
    %
    
    
    4.74
    %Capital lease obligations
    
    
    20,143
    
    
    
    3,709
    
    
    
    10,730
    
    
    
    4,530
    
    
    
    1,174Average interest rate
    
    
    6.05
    %
    
    
    6.05
    %
    
    
    6.05
    %
    
    
    6.05
    %
    
    
    6.05
    %Total
    
    $
    115,442
    
    
    $
    8,219
    
    
    $
    100,715
    
    
    $
    5,334
    
    
    $
    1,174
   Item 4. Controls and Procedures
 a)
    
    As of July 18, 2007, the Chief Executive Officer and the Chief Financial Officer evaluated
the effectiveness of the Companys disclosure controls and procedures in accordance with Rule
13a-15 under the Exchange Act for the quarter ended June 30, 2007. Based on their evaluation,
the Companys Chief Executive Officer and the Chief Financial Officer concluded that Vitrans
disclosure controls and procedures enable Vitran to record, process, summarize and report in a
timely manner the information that we are required to disclose in our Exchange Act reports.b)
    
    There were no changes in our internal control over financial reporting that occurred during
the period covered by this report that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.
 20




---



##### 



Part II. Other Information
 Item 1. Legal Proceedings
  Item 1A. Risk Factors
  Item 2. Changes in Securities and Use of Proceeds
  Maximum numberTotal number of
    
    of Common SharesNumber of
    
    Average price paid
    
    Common Shares as
    
    that may yet beCommon Shares
    
    per Common Share
    
    part of a publicly
    
    purchased under thePeriod
    
    purchased
    
    (CAD)
    
    announced plan
    
    planApr. 01 to Apr. 30, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    670,993May 1 to May 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    670,993June 1 to June 30, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    670,993Total
    
    
    
    
    
    
    
    
    
    
    
 Item 3. Defaults Upon Senior Securities
 Item 4. Submission of Matters to a Vote of Security Holders  
 Item 5. Other Information
 Item 6. Exhibits and Reports on Form 8-K
  ExhibitNumber
    
    Description of Exhibit31
    
    Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated July 18, 2007.32
    
    Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated July 18, 2007.
 21




---



##### 



SIGNATURE
  VITRAN CORPORATION INC./s/ SEAN P. WASHCHUKSean P. WashchukDate: July 18, 2007
    
    Vice President of Finance andChief Financial Officer(Principle Financial Officer)/s/ FAYAZ D. SULEMANFayaz D. SulemanDate: July 18, 2007
    
    Corporate Controller(Principle Accounting Officer)
 22