##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal
    Year Ended December 31,
    2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Transition Period
    from          to   Commission file number: 0-49983
 Saia, Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

48-1229851(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)11465 Johns Creek Parkway, Suite 400
    Johns Creek, Georgia

30097(Zip Code)(Address of Principal Executive
    Offices)   (770) 232-5067
    (Registrants telephone number, including area
    code)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
  Title of Each Class

Names of Each Exchange on Which RegisteredCommon Stock, par value $.001 per share
    Preferred Stock Purchase Rights

The Nasdaq National Market
    The Nasdaq National Market   o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting
    company)   Rule 12b-2 o þ
    Documents
    Incorporated by Reference
  Form 10-K.




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##### 





SAIA,
    INC. AND SUBSIDIARY
  INDEX
   
 PagePART I.Item 1.


Business


3Additional Information


8Executive Officers


8Item 1A.


Risk Factors


8Item 1B.


Unresolved Staff Comments


14Item 2.


Properties


14Item 3.


Legal Proceedings


15PART II.Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


16Item 6.


Selected Financial Data


18Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


19Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


30Item 8.


Financial Statements and Supplementary Data


31Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


55Item 9A.


Controls and Procedures


55Item 9B.


Other Information


56PART III.Item 10.


Directors, Executive Officers and Corporate
    Governance


56Item 11.


Executive Compensation


56Item 12


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


56Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


56Item 14.


Principal Accounting Fees and Services


56PART IV.Item 15.


Exhibits, Financial Statement Schedules


57EXHIBITSExhibit Index


E-1EX-10.18EX-21EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I.  Item 1.
    Business  Overview
      less-than-truckload
    Saia
    Motor Freight
    ® ®
   3




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Industry
      
    Regional Average distance is typically less
    than 500 miles with a focus on one- and
    two-day
    markets. Regional transportation companies can move shipments
    directly to their respective destination centers which increases
    service reliability and avoids costs associated with
    intermediate handling.
    Interregional Average distance is usually
    between 500 and 1,500 miles with a focus on serving two-
    and
    three-day
    markets.
    National Average distance is typically in
    excess of 1,500 miles with a focus on service in three- to
    five-day
    markets. National providers rely on intermediate shipment
    handling through hub and spoke networks, which require numerous
    satellite service facilities, multiple distribution facilities
    and a relay network. To gain service and cost advantages, they
    occasionally ship directly between service facilities reducing
    intermediate handling.  two-day
    point-to-point
  pick-up,
 4




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Business
    Strategy
      Focus
    on managing through the economic downturn.
    Continue
    to focus on operating safely.
    Continue
    focus on delivering
    best-in-class
    service.
    Increase
    density in existing geographies.
    Manage
    yields and business mix.
    Continue
    focus on improving operating efficiencies.
    Prepare
    the organization for future growth.
   5




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##### Table of Contents



Expand
    geographic footprint.
      Seasonality
    Labor
        Competition
    two-day two-day
 6




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Regulation
      Department
    of Homeland Security.
    Department
    of Transportation.
    Environmental
    Protection Agency.
      Food
    and Drug Administration.
   7




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Trademarks
    and Patents
  ® ® ®
  Additional
    Information
    Executive
    Officers
  Regulation S-K Form 10-K):
  Name

Age

Positions HeldRichard D. ODell

48

Effective January 1, 2007, President and Chief Executive
    Officer, Saia, Inc. having served as President of Saia, Inc.
    since July 2006. Previously, Mr. ODell served as President
    and Chief Executive Officer, Saia Motor Freight Line, LLC since
    November 1999.  Mr. ODell has been a member of the Board
    of Directors of Saia, Inc. since July 2006.Anthony D. Albanese

55

Senior Vice President of Sales & Operations of Saia Motor
    Freight Line, LLC since 1999.James A. Darby

58

Vice President of Finance and Chief Financial Officer of Saia,
    Inc. since September 2006 having served as Vice President of
    Finance & Administration for Saia Motor Freight Line, LLC
    since 2000.Mark H. Robinson

51

Vice President and Chief Information Officer of Saia, Inc. since
    August 2005 having served as Vice President of Information
    Technology for Saia Motor Freight Line, LLC since 1999.Sally R. Buchholz

53

Vice President of Marketing and Customer Service of Saia Motor
    Freight Line, LLC since 1999.Stephanie R. Maschmeier

37

Controller, Saia, Inc. since October 2007 having served as
    Director of Financial Reporting and Taxation.
    Ms. Maschmeier joined Saia, Inc. in July 2002 as Corporate
    Financial Reporting Manager. Prior to joining Saia, Inc.,
    Ms. Maschmeier had eight years of experience in public
    accounting with Ernst & Young LLP.     Item 1A.
    Risk
    Factors  Form 10-K,
  We are
    subject to general economic factors that are largely out of our
    control, any of which could have a material adverse effect on
    the results of our operations.
   8




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If the
    national and world-wide financial crisis continues or
    intensifies, it could adversely impact demand for our
    services.
    If the
    national and world-wide financial crisis intensifies, potential
    disruptions in the credit markets may adversely affect our
    business, including the availability and cost of short-term
    funds for liquidity requirements and our ability to meet
    long-term commitments, which could adversely affect our results
    of operations, cash flows and financial condition.
      We are
    dependent on cost and availability of qualified drivers and
    purchased transportation.
  and/or
  We are
    dependent on cost and availability of fuel.
   9




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Limited
    supply and increased prices of new revenue equipment and real
    estate may adversely impact financial results and cash
    flows.
  and/or
  The
    engines in our newer tractors are subject to new
    emissions-control regulations which could substantially increase
    operating expenses.
    Our
    Company-specific performance improvement initiatives may not be
    effective.
  and/or best-in-class
  We
    operate in a highly regulated and highly taxed industry. Costs
    of compliance with or liability for violation of existing or
    future regulations could have a material adverse effect on our
    business.
         10




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We are
    subject to various environmental laws and regulations. Costs of
    compliance with or liabilities for violations of existing or
    future regulations could have a material adverse effect on our
    business.
      We
    operate in a highly competitive industry and our business will
    be adversely impacted if we are unable to adequately address
    potential downward pricing pressures and other factors that may
    adversely affect our operations and profitability.
    
    competition with many other transportation service providers of
    varying types including non-asset based logistics and freight
    brokerage companies, some of which have greater capital
    resources than we do or have other competitive advantages;
    transportation companies periodically reduce their prices to
    gain business, especially during economic recessions or times of
    reduced growth rates in the economy which may limit our ability
    to maintain or increase prices or achieve significant growth in
    our business; and
    advances in technology require increased investments to remain
    competitive and our customers may not be willing to accept
    higher prices to cover the cost of these investments.  The
    transportation industry is affected by business risks that are
    largely out of our control, any of which could have a material
    adverse effect on the results of our operations.
    We
    have significant ongoing cash requirements that could limit our
    growth and affect profitability if we are unable to generate
    sufficient cash from operations or obtain sufficient financing
    on favorable terms.
     11




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Our
    credit and debt agreements contain financial and other
    restrictive covenants and we may be unable to comply with these
    covenants. A default could cause a material adverse effect on
    our liquidity, financial condition and results of
    operations.
    Ongoing
    insurance and claims expenses could significantly reduce and
    cause volatility to our earnings.
      Employees
    of Saia are non-union. The ability of Saia to compete would be
    substantially impaired if operations were to become
    unionized.
    If we
    are unable to retain our key employees, our business, financial
    condition and results of operation could be adversely
    impacted.
   12




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Changes
    to our compensation and benefits could adversely affect our
    ability to attract and retain employees.
    An
    increase in the cost of healthcare benefits in the United States
    could have a negative impact on our profitability.
    We
    rely heavily on technology to operate our business and any
    disruption to our technology infrastructure could harm our
    operations.
    Certain
    provisions of our governing documents and Delaware law could
    have anti-takeover effects.
    We may
    not make future acquisitions, or if we do, we may not realize
    the anticipated benefits of future acquisitions and integration
    of these acquisitions may disrupt our business and
    management.
    
    difficulty in integrating the operations and personnel of the
    acquired company;
    disruption of our ongoing business, distraction of our
    management and employees from other opportunities and challenges
    due to integration issues;
    inability to achieve the financial and strategic goals for the
    acquired and combined businesses; and
    potential failure of the due diligence processes to identify
    significant issues with legal and financial contingencies, among
    other things.   13




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We
    face litigation risks that could have a material adverse effect
    on the operation of our business.
    There
    are risks inherent in owning our common stock.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties     14




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Top 20
    Saia Service Facilities by Number of Doors at December 31,
    2009
  Location

Own/Lease

DoorsAtlanta, GA

Own

224Dallas, TX

Own

174Houston, TX

Own

158Chicago, IL

Lease

146Garland, TX

Own

145Memphis, TN

Own

124Nashville, TN

Own

116Charlotte, NC

Own

107New Orleans, LA

Own

86Denver, CO

Own

81Los Angeles, CA

Lease

80Fontana, CA

Own

79Jacksonville, FL

Own

74St. Louis, MO

Lease

72Cincinnati, OH

Lease

70Indianapolis, IN

Lease

68Markham, IL

Lease

68Miami, FL

Own

68Toledo, OH

Lease

61Phoenix, AR

Own

59   Item 3.
    Legal
    Proceedings  California Labor Code Litigation. class-wide
  Other.
 15




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##### Table of Contents



PART II.  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Stock
    Price Information
    Low


HighYear Ended December 31, 2009First Quarter

$
7.93


$
12.42Second Quarter

$
11.02


$
19.40Third Quarter

$
15.15


$
20.00Fourth Quarter

$
12.96


$
16.66Year Ended December 31, 2008First Quarter

$
11.50


$
17.43Second Quarter

$
10.50


$
17.27Third Quarter

$
10.62


$
19.99Fourth Quarter

$
6.52


$
13.28   Stockholders
    Dividends
      Equity
    Compensation Plan Information
  Number of SecuritiesNumber of Securities





Remaining Available forto be Issued Upon


Weighted-Average


Future Issuances UnderExercise of


Exercise Price of


Equity Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding SecuritiesPlan Category

Warrants and Rights


Warrants and Rights


Reflected in Column (a))(a)


(b)


(c)Equity compensation plans approved by security holders


405,561


$
16.76



301,848(1
)Equity compensation plans not approved by security holders










Total


405,561


$
16.76



301,848     (1)
    
    See Note 9 to the audited consolidated financial statements
    for a description of the equity compensation plan for securities
    remaining available for future issuance. As there are currently
    51,000 shares of restricted stock outstanding, no more than
    49,000 of the amount remaining available may be issued in the
    form of restricted stock under the Saia, Inc. Amended and
    Restated 2003 Omnibus Incentive Plan. 16




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##### Table of Contents



Issuer
    Purchases of Equity Securities
  Issuer Purchases of Equity Securities(d) Maximum(c) Total Number


Number (or(a) Total





of Shares (or


Approximate DollarNumber of


(b) Average


Units) Purchased


Value) of Shares (orShares (or


Price Paid per


as Part of Publicly


Units) that May YetUnits)


Share (or


Announced Plans


be Purchased underPeriod

Purchased(1)


Unit)


or Programs


the Plans or ProgramsOctober 1, 2009 through 
    October 31, 2009


910
(2)

$
15.06
(2)





$
November 1, 2009 through November 30, 2009



(3)



(3)






December 1, 2009 through December 31, 2009



(4)



(4)






Total


910







     (1)
    
    Shares purchased by the SCST Executive Capital Accumulation Plan
    were open market purchases. For more information on the SCST
    Executive Capital Accumulation Plan see the Registration
    Statement on
    Form S-8
    (No. 333-103661)
    filed on March 7, 2003.(2)
    
    The SCST Executive Capital Accumulation Plan sold no shares of
    Saia stock on the open market during the period of
    October 1, 2009 through October 31, 2009.(3)
    
    The SCST Executive Capital Accumulation Plan sold no shares of
    Saia stock on the open market during the period of
    November 1, 2009 through November 30, 2009.(4)
    
    The SCST Executive Capital Accumulation Plan sold no shares of
    Saia stock on the open market during the period of
    December 1, 2009 through December 31, 2009. 17




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Item 6.
    Selected
    Financial Data    Years Ended December 31,2009


2008


2007


2006


2005(In thousands except per share data and percentages)Statement of operations data:Operating revenue  continuing operations

$
849,141


$
1,030,421


$
976,123


$
874,738


$
754,038Operating income (loss)  continuing operations(1)


(3,693
)


(9,851
)


38,168



49,994



50,436Income (loss) from continuing operations


(9,036
)


(19,689
)


17,085



25,873



25,158Net income (loss)


(7,875
)


(20,727
)


18,342



(20,681
)


27,459Diluted earnings (loss) per share  continuing
    operations


(0.67
)


(1.48
)


1.22



1.74



1.67Diluted earnings (loss) per share


(0.59
)


(1.56
)


1.31



(1.39
)


1.82Other financial data:Net cash provided by operating activities


14,089



82,339



46,271



76,137



83,903Net cash used in investing activities(2)


(7,574
)


(26,005
)


(91,429
)


(72,298
)


(53,701
)Depreciation and amortization


39,342



40,898



38,685



32,550



28,849Balance sheet data:Cash and cash equivalents


8,746



27,061



6,656



10,669



16,865Net property and equipment


323,360



355,802



368,772



314,832



246,634Total assets


466,426



515,752



560,583



487,400



554,741Total debt


90,000



136,399



172,845



109,984



114,913Total shareholders equity(3)


202,681



183,572



200,752



203,155



228,392Measurements:Operating ratio(4)


100.4
%


101.0
%


96.1
%


94.3
%


93.3
%     (1)
    
    Operating expenses in 2009 includes a $12.3 million
    reduction in expense related to the change in vacation policy
    and in 2008 includes a non-cash goodwill impairment charge of
    $35.5 million. Operating expenses in 2007 includes
    integration charges of $2.4 million relating to the
    integration of the Connection and Madison Freight into Saia.
    Operating expenses in 2006 include restructuring charges of
    $2.6 million relating to the consolidation and relocation
    of the corporate headquarters to Johns Creek, GA and integration
    charges of $1.5 million relating to the integration of the
    Connection into Saia. Operating income in 2005 includes a
    $7.0 million gain from sale of excess real estate.(2)
    
    Net cash used in 2007 includes $2.3 million for the
    acquisition of Madison Freight. Net cash used in investing
    activities in 2006 include $17.5 million for the
    acquisition of the Connection and proceeds from the sale of
    Jevic of $41.3 million. Net cash used in investing
    activities in 2004 include $23.5 million for the
    acquisition of Clark Bros.(3)
    
    Saia sold 2,310,000 shares of common stock in December 2009.(4)
    
    The operating ratio is the calculation of operating expenses
    divided by operating revenue. 18




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-Looking
    Statements
  Form 10-K, Form 10-K.
  Form 10-K.
  Executive
    Overview
     19




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General
      Form 10-K.
 20




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Results
    of Operations
  Saia,
    Inc. and Subsidiary
    Selected Results of Continuing Operations and Operating
    Statistics
    For the years ended December 31, 2009, 2008 and
    2007
  Percent Variance2009


2008


2007


09 v. 08


08 v. 07(In thousands, except ratios and revenue per
    hundredweight)Operating Revenue

$
849,141


$
1,030,421


$
976,123



(17.6
)%


5.6
%Operating Expenses:Salaries, wages and employees benefits


486,473



537,857



524,599



(9.6
)


2.5Purchased transportation


64,728



78,462



76,123



(17.5
)


3.1Depreciation and amortization


39,342



40,898



38,685



(3.8
)


5.7Other operating expenses


262,291



347,544



298,548



(24.5
)


16.4Goodwill impairment charge






35,511







n/a



n/aOperating Income (Loss)


(3,693
)


(9,851
)


38,168



(62.5
)


(125.8
)Operating Ratio


100.4
%


101.0
%


96.1
%


(0.6
)


5.1Nonoperating Expenses


11,948



12,860



9,777



(7.1
)


31.5Working Capital


31,782



8,027



23,828



295.9



(66.3
)Operating Cash Flow from Continuing Operations


19,421



70,248



47,528



(72.4
)


47.8Net Acquisitions of Property and Equipment


7,574



26,005



89,085



(70.9
)


(70.8
)Saia Motor Freight Operating Statistics:LTL Tonnage


3,476



3,695



3,794



(5.9
)


(2.6
)Total Tonnage


4,097



4,438



4,527



(7.7
)


(2.0
)LTL Shipments


6,428



6,710



6,888



(4.2
)


(2.6
)Total Shipments


6,515



6,810



6,988



(4.3
)


(2.5
)LTL Revenue Per Hundredweight

$
11.42


$
12.95


$
12.00



(11.8
)


7.9Total Revenue Per Hundredweight

$
10.36


$
11.61


$
10.79



(10.8
)


7.6   Continuing
    Operations
  Year
    ended December 31, 2009 vs. year ended December 31,
    2008
  Revenue
    and volume
     21




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##### Table of Contents



Operating
    expenses and margin
  reductions-in-force
  Other
    Working
    capital/capital expenditures
   22




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##### Table of Contents



Year
    ended December 31, 2008 vs. year ended December 31,
    2007
  Revenue
    and volume
      Operating
    expenses and margin
  Year-over-year reduction-in-force
  Other
   23




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##### Table of Contents



Working
    capital/capital expenditures
    Discontinued
    Operations
  less-than-truckload
  Outlook
       24




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##### Table of Contents



New
    Accounting Pronouncements
    The
    FASB Accounting Standards Codification and the Hierarchy of
    Generally Accepted Accounting Principles
  Financial
    Condition
          Restated
    Credit Agreement
   25




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##### Table of Contents



Restated
    Master Shelf Agreement
        Other
   26




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##### Table of Contents



Years Ended2009


2008


2007Land and structures:Additions

$
7.7


$
19.8


$
42.4Sales


(1.2
)


(0.8
)


(4.4
)Revenue equipment, net


(0.8
)


0.6



40.9Technology and other


1.9



6.4



10.27.6



26.0



89.1Madison Freight acquisition










2.3Total

$
7.6


$
26.0


$
91.4     Form 10-K
 27




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Contractual
    Obligations
    Payments due by year2010


2011


2012


2013


2014


Thereafter


TotalContractual obligations:Long-term debt obligations:Revolving line of credit(1)

$



$



$



$



$



$



$
Long-term debt(1)






13.6



25.7



22.1



7.1



21.5



90.0Operating leases


13.6



10.3



7.3



5.0



2.7



8.5



47.4Purchase obligations(2)


1.9























1.9Total contractual obligations

$
15.5


$
23.9


$
33.0


$
27.1


$
9.8


$
30.0


$
139.3     (1)
    
    See Note 4 to the accompanying audited consolidated
    financial statements in this
    Form 10-K.(2)
    
    Includes no commitments for capital expenditures.  Amount of Commitment Expiration by Year2010


2011


2012


2013


2014


Thereafter


TotalOther commercial commitments:Available line of credit(1)

$



$



$



$
63.0


$



$



$
63.0Letters of credit


57.4























57.4Surety bonds


5.9























5.9Total commercial commitments

$
63.3


$



$



$
63.0


$



$



$
126.3     (1)
    
    Subject to the satisfaction of existing debt covenants.       28




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Critical
    Accounting Policies and Estimates
    
    Claims and Insurance Accruals.  The
    Company has self-insured retention limits generally ranging from
    $250,000 to $2.0 million per claim for medical,
    workers compensation, auto liability, casualty and cargo
    claims. For the policy year March 2003 through February 2004
    only, the Company has an aggregate exposure limited to an
    additional $2.0 million above its $1.0 million per
    claim deductible under its auto liability program. The
    liabilities associated with the risk retained by the Company are
    estimated in part based on historical experience, third-party
    actuarial analysis with respect to workers compensation
    claims, demographics, nature and severity, past experience and
    other assumptions. The liabilities for self-funded retention are
    included in claims and insurance reserves based on claims
    incurred, with liabilities for unsettled claims and claims
    incurred but not yet reported being actuarially determined with
    respect to workers compensation claims and with respect to
    all other liabilities, estimated based on managements
    evaluation of the nature and severity of individual claims and
    historical experience. However, these estimated accruals could
    be significantly affected if the actual costs of the Company
    differ from these assumptions. A significant number of these
    claims typically take several years to develop and even longer
    to ultimately settle. These estimates tend to be reasonably
    accurate over time; however, assumptions regarding severity of
    claims, medical cost inflation, as well as specific case facts
    can create short-term volatility in estimates.
    Revenue Recognition and Related
    Allowances.  Revenue is recognized on a
    percentage-of-completion
    basis for shipments in transit while expenses are recognized as
    incurred. In addition, estimates included in the recognition of
    revenue and accounts receivable include estimates of shipments
    in transit and estimates of future adjustments to revenue and
    accounts receivable for billing adjustments and collectability.  Revenue is recognized in a systematic process whereby estimates
    of shipments in transit are based upon actual shipments picked
    up, scheduled day of delivery and current trend in average rates
    charged to customers. Since the cycle for pickup and delivery of
    shipments is generally 1-3 days, typically less than
    5 percent of a total months revenue is in transit at
    the end of any month. Estimates for credit losses and billing
    adjustments are based upon historical experience of credit
    losses, adjustments processed and trends of collections. Billing
    adjustments are primarily made for discounts and billing
    corrections. These estimates are continuously evaluated and
    updated; however, changes in economic conditions, pricing
    arrangements and other factors can significantly impact these
    estimates.  
    Depreciation and Capitalization of
    Assets.  Under the Companys accounting
    policy for property and equipment, management establishes
    appropriate depreciable lives and salvage values for the
    Companys revenue equipment (tractors and trailers) based
    on their estimated useful lives and estimated fair values to be
    received when the equipment is sold or traded in. These
    estimates are routinely evaluated and updated when circumstances
    warrant. However, actual depreciation and salvage values could
    differ from these assumptions based on market conditions and
    other factors.
    Equity-based Incentive
    Compensation.  The Company maintains long-term
    incentive compensation arrangements in the form of stock
    options, restricted stock and stock-based awards. The criteria
    for the stock-based awards are total shareholder return versus a
    peer group of companies over a three-year performance period. As
    required by the Compensation-Stock Compensation Topic of FASB
    ASC 718, the Company accounts for its stock-based awards with
    the expense amortized over the three-year vesting period based
    on the Monte Carlo fair value method at the date the stock-based
    awards are granted. The Company accounts for stock options in
    accordance with FASB ASC 718 with option expense amortized over
    the three-year vesting period based on the Black-Scholes-Merton
    fair value at the date the options are 29




---



##### Table of Contents



granted. See discussion of adoption of FASB ASC 718 Note 9
    to the consolidated financial statements contained herein.  Form 10-K.
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk      2009


2008Expected Maturity Date





Fair





Fair2010


2011


2012


2013


2014


Thereafter


Total


Value


Total


ValueFixed rate debt

$



$
13.6


$
25.7


$
22.1


$
7.1


$
21.5


$
90.0


$
88.8


$
136.4


$
132.9Average interest rate


7.38
%


7.13
%


6.93
%


6.98
%


6.78
%


6.16
%














Variable rate debt






































Average interest rate






































  30




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  FINANCIAL
    STATEMENTS
  Reports of Independent Registered Public
    Accounting Firm


32Consolidated Balance Sheets 
    December 31, 2009 and 2008


34Consolidated Statements of Operations 
    Years ended December 31, 2009, 2008 and 2007


35Consolidated Statements of Shareholders
    Equity  Years ended December 31, 2009, 2008 and
    2007


36Consolidated Statements of Cash Flows 
    Years ended December 31, 2009, 2008 and 2007


37Notes to Consolidated Financial Statements


38  31




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm           Accounting for Uncertainty
    in Income Taxes 740-10,
  Internal Control  Integrated Framework
  KPMG
    LLP
    32




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework Form 10-K
        Internal Control  Integrated Framework
    KPMG
    LLP
    33




---



##### Table of Contents



Saia,
    Inc. and SubsidiaryConsolidated Balance Sheets
    December 31, 2009 and 2008
  December 31,


December 31,2009


2008(In thousands, exceptshare data)ASSETSCurrent Assets:Cash and cash equivalents

$
8,746


$
27,061Accounts receivable, less allowance of $6,838 and $7,553 in 2009
    and 2008


87,507



93,691Prepaid expenses, including prepaid interest of $6,998 in 2009


13,540



8,161Deferred income taxes


11,150



21,717Income tax receivable


8,096



Other current assets


5,514



4,278Total current assets


134,553



154,908Property and Equipment, at cost


615,803



615,212Less-accumulated depreciation


292,443



259,410Net property and equipment


323,360



355,802Other Identifiable Intangibles, net


2,266



3,051Other Noncurrent Assets


6,247



1,991Total assets

$
466,426


$
515,752LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
46,997


$
46,572Wages, vacations and employees benefits


18,793



28,148Claims and insurance accruals


26,367



29,688Accrued liabilities


10,614



13,574Current portion of long-term debt






28,899Total current liabilities


102,771



146,881Other Liabilities:Long-term debt, less current portion


90,000



107,500Deferred income taxes


41,867



50,584Claims, insurance and other


29,107



27,215Total other liabilities


160,974



185,299Commitments and ContingenciesShareholders Equity:Preferred stock, $0.001 par value, 50,000 shares
    authorized, none issued and outstanding






Common stock, $0.001 par value, 50,000,000 shares
    authorized, 15,867,280 and 13,510,709 shares issued and
    outstanding at December 31, 2009 and 2008, respectively


16



14Additional
    paid-in-capital


201,041



174,079Deferred compensation trust, 168,360 and 163,627 shares of
    common stock at cost at December 31, 2009 and 2008,
    respectively


(2,737
)


(2,757
)Retained earnings


4,361



12,236Total shareholders equity


202,681



183,572Total liabilities and shareholders equity

$
466,426


$
515,752    34




---



##### Table of Contents



Saia,
    Inc. and SubsidiaryConsolidated Statements of
    OperationsFor the years ended December 31, 2009, 2008 and
    2007
  2009


2008


2007(In thousands, except per share data)Operating Revenue

$
849,141


$
1,030,421


$
976,123Operating Expenses:Salaries, wages and employees benefits


486,473



537,857



524,599Purchased transportation


64,728



78,462



76,123Fuel, operating expenses and supplies


197,108



279,763



227,198Operating taxes and licenses


35,465



35,356



34,474Claims and insurance


29,812



32,860



36,754Depreciation and amortization


39,342



40,898



38,685Operating gains, net


(94
)


(435
)


(2,305
)Integration charges










2,427Goodwill impairment charge






35,511



Total operating expenses


852,834



1,040,272



937,955Operating Income (Loss)


(3,693
)


(9,851
)


38,168Nonoperating Expenses (Income):Interest expense


12,156



12,441



10,135Interest income






(72
)


(86
)Other, net


(208
)


491



(272
)Nonoperating expenses, net


11,948



12,860



9,777Income (Loss) from Continuing Operations Before Income
    Taxes


(15,641
)


(22,711
)


28,391Income Tax Provision (Benefit)


(6,605
)


(3,022
)


11,306Income (Loss) from Continuing Operations


(9,036
)


(19,689
)


17,085Discontinued Operations, net of taxIncome (loss) on disposal


1,161



(1,038
)


1,257Net Income (Loss)

$
(7,875
)

$
(20,727
)

$
18,342Weighted average common shares outstanding  basic


13,423



13,316



13,823Weighted average common shares outstanding  diluted


13,423



13,316



14,038Basic Earnings (Loss) Per Share  Continuing
    Operations

$
(0.67
)

$
(1.48
)

$
1.24Basic Earnings (Loss) Per Share  Discontinued
    Operations


0.08



(0.08
)


0.09Basic Earnings (Loss) Per Share

$
(0.59
)

$
(1.56
)

$
1.33Diluted Earnings (Loss) Per Share  Continuing
    Operations

$
(0.67
)

$
(1.48
)

$
1.22Diluted Earnings (Loss) Per Share  Discontinued
    Operations


0.08



(0.08
)


0.09Diluted Earnings (Loss) Per Share

$
(0.59
)

$
(1.56
)

$
1.31    35




---



##### Table of Contents



Saia,
    Inc. and SubsidiaryConsolidated Statements of
    Shareholders EquityFor the years ended December 31, 2009, 2008 and
    2007
  Additional





DeferredCommon


Paid-in


Treasury


Compensation


RetainedStock


Capital


Stock


Trust


Earnings


Total(In thousands, except share data)Balance at December 31, 2006

$
15


$
199,257


$
(8,861
)

$
(1,877
)

$
14,621


$
203,155Stock compensation for options and long-term incentives






645















645Shares issued for director compensation






30















30Director deferred shares for annual deferral elections and
    correction of classification






352















352Repurchase of shares outstanding










(23,226
)










(23,226
)Retirement of shares


(2
)


(32,085
)


32,087











Exercise of stock options, including tax benefits of $1,084






2,048















2,048Purchase of shares by Deferred Compensation Trust














(752
)






(752
)Sale of shares by Deferred Compensation Trust






13







45







58Net income


















18,342



18,342Balance at December 31, 2007


13



170,260







(2,584
)


32,963



200,652Stock compensation for options and long-term incentives






1,415















1,415Director deferred shares for annual deferral elections and
    correction of classification






349















349Exercise of stock options, including tax benefits of $259


1



588















589Reclassification of Deferred Compensation liability due to Plan
    Amendment






1,516















1,516Purchase of shares by Deferred Compensation Trust














(435
)






(435
)Sale of shares by Deferred Compensation Trust






(49
)






262







213Net loss


















(20,727
)


(20,727
)Balance at December 31, 2008


14



174,079







(2,757
)


12,236



183,572Stock compensation for options and long-term incentives






1,477















1,477Director deferred shares for annual deferral elections and
    correction of classification






359















359Exercise of stock options, including tax benefits of $341






294















294Net proceeds from issuance of 2,310,000 common shares


2



24,867















24,869Purchase of shares by Deferred Compensation Trust














(168
)






(168
)Sale of shares by Deferred Compensation Trust






(35
)






188







153Net loss


















(7,875
)


(7,875
)Balance at December 31, 2009

$
16


$
201,041


$



$
(2,737
)

$
4,361


$
202,681    36




---



##### Table of Contents



Saia,
    Inc. and SubsidiaryConsolidated Statements of Cash
    FlowsFor the years ended December 31, 2009, 2008 and
    2007
  2009


2008


2007(In thousands)Operating Activities:Net income (loss)

$
(7,875
)

$
(20,727
)

$
18,342Noncash items included in net income (loss):Depreciation and amortization


39,342



40,898



38,685Loss (income) on discontinued operations


(1,161
)


1,038



(1,257
)Provision for doubtful accounts


3,201



5,213



4,254Deferred income taxes


(1,945
)


(5,191
)


(4,424
)Gain from property disposals, net


(94
)


(435
)


(2,305
)Stock-based compensation


1,836



1,764



1,027Goodwill impairment charge






35,511



Changes in operating assets and liabilities, net:Accounts receivable


2,983



8,118



(13,906
)Accounts payable


1,457



3,158



4,177Other working capital items


(21,501
)


(8,691
)


(699
)Claims, insurance and other


1,892



9,822



3,482Other, net


125



808



(1,105
)Net investment in discontinued operations


(4,171
)


11,053



Net cash provided by operating activities


14,089



82,339



46,271Investing Activities:Acquisition of property and equipment


(8,362
)


(27,808
)


(95,486
)Proceeds from disposal of property and equipment


788



1,803



6,401Acquisition of business, net of cash received










(2,344
)Net cash used in investing activities


(7,574
)


(26,005
)


(91,429
)Financing Activities:Proceeds from long-term debt






25,000



73,724Repayment of long-term debt


(46,500
)


(61,517
)


(11,402
)Net proceeds from issuance of common shares


24,869







Payment of debt issuance costs


(3,493
)






Proceeds on stock option exercises (including excess tax
    benefits)


294



588



2,049Repurchase of shares outstanding










(23,226
)Net cash provided by (used in) financing activities


(24,830
)


(35,929
)


41,145Net Increase (Decrease) in Cash and Cash Equivalents


(18,315
)


20,405



(4,013
)Cash and cash equivalents, beginning of year


27,061



6,656



10,669Cash and cash equivalents, end of year

$
8,746


$
27,061


$
6,656Noncash Transactions:Retire treasury shares

$



$



$
32,087Supplemental Cash Flow Information:Income taxes paid (received), net


1,675



(2,844
)


8,680Interest paid


10,718



12,641



10,259    37




---



##### Table of Contents



Saia,
    Inc. and SubsidiaryNotes to Consolidated Financial
    Statements
 December 31,
    2009, 2008 and 2007
  1.
    Description
    of Business and Summary of Accounting Policies  Description
    of Business
    Basis
    of Presentation
      Use of
    Estimates
    New
    Accounting Pronouncements
  The FASB Accounting Standards
    Codification and the Hierarchy of Generally Accepted Accounting
    Principles
  Summary
    of Accounting Policies
    Cash Equivalents and Checks Outstanding:
  Inventories: fuel and operating
    supplies:
 38




---



##### Table of Contents



Property and Equipment Including Repairs and
    Maintenance:
  YearsStructures


20 to 25Tractors


8 to 10Trailers


10 to 14Other revenue equipment


10 to 14Technology equipment and software


3 to 5Other


3 to 10     2009


2008Land

$
53,516


$
53,581Structures


110,112



110,877Tractors


179,622



183,499Trailers


164,301



166,391Other revenue equipment


25,542



26,011Technology equipment and software


34,844



33,841Other


47,866



41,012Total property and equipment, at cost

$
615,803


$
615,212     Goodwill: Goodwill and Other,
  Computer Software Developed or Obtained for Internal
    Use:
  Claims and Insurance Accruals:
 39




---



##### Table of Contents



Workers compensation

$
1,000,000Bodily injury and property damage


2,000,000Employee medical and hospitalization


300,000Cargo loss and damage


250,000     Income Taxes: Income Taxes
  Revenue Recognition: percentage-of-completion
  Stock-Based Compensation: Compensation-Stock Compensation.
  Compensation-Stock
    Compensation at-the-money
  Compensation-Stock Compensation
  Credit Risk:
  Impairment of Long-Lived Assets: Property, Plant, and Equipment
  Advertising:
 40




---



##### Table of Contents



Reclassifications:
  New
    Accounting Pronouncements
  Business Combinations Business Combinations Business Combinations
  Financial
    Instruments
    2.
    Acquisition  Madison
    Freight
      Goodwill

$
1,032Acquired net tangible assets


1,312Total allocation of purchase price

$
2,344     3.
    Related-Party
    Transactions   41




---



##### Table of Contents



4.
    Debt and
    Financing Arrangements    December 31,


December 31,2009


2008Credit Agreement with Banks, described below

$



$
Senior Notes under a Master Shelf Agreement, described below


90,000



125,000Subordinated debentures, interest rate of 7.0% semi-annual
    installment payments due from 2006 to 2011






11,399Total debt


90,000



136,399Current portion of long-term debt






28,899Long-term debt, less current portion

$
90,000


$
107,500         Restated
    Credit Agreement
       42




---



##### Table of Contents



Restated
    Master Shelf Agreement
            Amount2010

$
2011


13,5712012


25,7142013


22,1432014


7,143Thereafter through 2018


21,429Total

$
90,000   5.
    Commitments,
    Contingencies and Uncertainties   43




---



##### Table of Contents



Amount2010

$
13,5562011


10,2972012


7,3192013


5,0322014


2,730Thereafter through 2016


8,500Total

$
47,434       California Labor Code Litigation. class-wide
  Other.
  6.
    Goodwill
    and Other Intangible Assets  Intangibles-Goodwill and
    Other
   44




---



##### Table of Contents



GoodwillDecember 31, 2006

$
36,406Goodwill acquired (Note 2)


1,032Purchase adjustment


(1,968
)December 31, 2007


35,470Purchase adjustment (for income taxes)


41Goodwill impairment


(35,511
)December 31, 2008


No activity


December 31, 2009

$
     December 31, 2009


December 31, 2008Gross


Accumulated


Gross


AccumulatedAmount


Amortization


Amount


AmortizationAmortizable intangible assets:Customer relationships (useful life of 6-10 years)

$
4,600


$
2,534


$
4,600


$
1,961Covenants
    not-to-compete
    (useful life of 4-6 years)


3,550



3,350



3,550



3,138$
8,150


$
5,884


$
8,150


$
5,099     Amount2010

$
4252011


3902012


2902013


2902014


290  45




---



##### Table of Contents



7.
    Computation
    of Earnings (Loss) Per Share    Years Ended December 31,2009


2008


2007Numerator:Income (loss) from continuing operations

$
(9,036
)

$
(19,689
)

$
17,085Income (loss) from discontinued operations, net


1,161



(1,038
)


1,257Net income (loss)

$
(7,875
)

$
(20,727
)

$
18,342Denominator:Denominator for basic earnings (loss) per share 
    weighted average common shares


13,423



13,316



13,823Effect of dilutive stock options










177Effect of other common stock equivalents










38Denominator for diluted earnings (loss) per share 
    adjusted weighted average common shares


13,423



13,316



14,038Basic Earnings (Loss) Per Share  Continuing
    Operations

$
(0.67
)

$
(1.48
)

$
1.24Basic Earnings (Loss) Per Share  Discontinued
    Operations


0.08



(0.08
)


0.09Basic Earnings (Loss) Per Share

$
(0.59
)

$
(1.56
)

$
1.33Diluted Earnings (Loss) Per Share  Continuing
    Operations

$
(0.67
)

$
(1.48
)

$
1.22Diluted Earnings (Loss) Per Share  Discontinued
    Operations


0.08



(0.08
)


0.09Diluted Earnings (Loss) Per Share

$
(0.59
)

$
(1.56
)

$
1.31     8.
    Shareholders
    Equity  Series A
    Junior Participating Preferred Stock
    Preferred
    Stock Rights
   46




---



##### Table of Contents



Deferred
    Compensation Trust
      Years Ended December 31,2009


2008


2007Shares of common stock purchased


16,160



34,270



40,710Aggregate purchase price of shares purchased

$
168,000


$
435,000


$
752,000Shares of common stock sold


11,427



15,150



2,450Aggregate sale price of shares sold

$
153,000


$
213,000


$
58,000       Directors
    Deferred Compensation
    Share
    Repurchase Program
         47




---



##### Table of Contents



Private
    Placement Offering
    9.
    Stock-Based
    Compensation  Compensation-Stock
    Compensation. Compensation-Stock Compensation.
  Compensation-Stock Compensation
       48




---



##### Table of Contents



WeightedAverage


AggregateWeighted


Remaining


IntrinsicAverage


Contractual


ValueOptions


Exercise Price


Life (Years)


(000s)Outstanding at December 31, 2008


370,902


$
15.95Granted


95,120



11.96Exercised


(60,461
)


4.20Forfeited






Outstanding at December 31, 2009


405,561


$
16.59



5.7


$
854Exercisable at December 31, 2009


161,661


$
17.03



2.0


$
573       2009


2008


2007Risk free interest rate


1.75
%


2.75
%


4.87
%Expected life in years


5



5



4Expected volatility


55.17
%


46.49
%


45.61
%Dividend rate










       Weighted AverageOptions


Grant-Date Fair ValueUnvested at December 31, 2008


176,900


$
8.23Granted


95,120



5.81Vested


(28,120
)


8.97Forfeited






Unvested at December 31, 2009


243,900


$
8.24  49




---



##### Table of Contents



Weighted AverageShares


Grant-Date Fair ValueRestricted Stock at December 31, 2008


51,000


$
14.71Granted






Vested






Forfeited






Restricted Stock at December 31, 2009


51,000


$
14.71   Performance
    Unit Awards
  2005-2007, 2006-2008, 2007-2009 2008-2010, Compensation-Stock Compensation 2005-2007 2007-2009 2006-2008 2005-2007
  10.
    Employee
    Benefits  Defined
    Contribution Plans
    Deferred
    Compensation Plan
   50




---



##### Table of Contents



Annual
    Incentive Awards
    Employee
    Stock Purchase Plan
    Vacation
    Policy
    11.
    Income
    Taxes    2009


2008Depreciation

$
62,698


$
66,232Other


2,430



3,099Revenue


471



551Gross deferred tax liabilities


65,599



69,882Allowance for doubtful accounts


(2,599
)


(2,874
)Employee benefits


(3,345
)


(8,364
)Claims and insurance


(19,030
)


(19,804
)Other


(9,908
)


(9,973
)Gross deferred tax assets


(34,882
)


(41,015
)Net deferred tax liability

$
30,717


$
28,867    51




---



##### Table of Contents



2009


2008


2007Current:U.S. federal

$
(5,049
)

$
439


$
4,914State


389



1,730



1,071Total current income tax provision


(4,660
)


2,169



5,985Deferred:U.S. federal


(1,952
)


(4,288
)


4,607State


7



(903
)


714Total deferred income tax provision (benefit)


(1,945
)


(5,191
)


5,321Total income tax provision (benefit)

$
(6,605
)

$
(3,022
)

$
11,306     2009


2008


2007Provision at federal statutory rate

$
(5,474
)

$
(7,949
)

$
9,937State income taxes, net


(229
)


221



1,160Nondeductible business expenses


324



427



423Impairment of non-deductible goodwill






6,813



Tax credits


(1,033
)


(3,106
)


Other, net


(193
)


572



(214
)Total provision

$
(6,605
)

$
(3,022
)

$
11,306   Income Taxes,
  2005-2009 2003-2009
    2009


2008Gross unrecognized tax benefits at beginning of year

$
2,897


$
3,287Gross increases in tax positions for prior years


6



Gross decreases in tax positions for prior years






(371
)Gross increases in tax positions for current year






Settlements






Lapse of statute of limitations


(19
)


(19
)Gross unrecognized tax benefits at end of year

$
2,884


$
2,897    52




---



##### Table of Contents



12.
    Summary
    of Quarterly Operating Results (unaudited)    Three Months Ended, 2009

March 31


June 30


September 30


December 31Operating revenue

$
206,102


$
218,433


$
222,205


$
202,400Operating income (loss)


(7,453
)


(399
)


7,752



(3,592
)Income (loss) from continuing operations


(6,289
)


(1,747
)


3,292



(4,291
)Discontinued operations














1,161Net income (loss)


(6,289
)


(1,747
)


3,292



(3,130
)Basic earnings (loss) per share  Continuing Operations

$
(0.47
)

$
(0.13
)

$
0.25


$
(0.31
)Diluted earnings (loss) per share  Continuing
    Operations

$
(0.47
)

$
(0.13
)

$
0.24


$
(0.31
)Basic earnings per share  Discontinued Operations

$



$



$



$
0.08Diluted earnings per share  Discontinued Operations

$



$



$



$
0.08Basic earnings (loss) per share

$
(0.47
)

$
(0.13
)

$
0.25


$
(0.22
)Diluted earnings (loss) per share

$
(0.47
)

$
(0.13
)

$
0.24


$
(0.22
)   Three Months Ended, 2008

March 31


June 30


September 30


December 31Operating revenue

$
249,329


$
276,050


$
274,181


$
230,861Operating income (loss)


1,982



10,870



7,534



(30,237
)Income (loss) from continuing operations


(833
)


6,205



2,895



(27,956
)Discontinued operations






(872
)


(123
)


(43
)Net income (loss)


(833
)


5,333



2,772



(27,999
)Basic earnings (loss) per share  Continuing Operations

$
(0.06
)

$
0.47


$
0.22


$
(2.09
)Diluted earnings (loss) per share  Continuing
    Operations

$
(0.06
)

$
0.46


$
0.21


$
(2.09
)Basic loss per share  Discontinued Operations

$



$
(0.07
)

$
(0.01
)

$
(0.01
)Diluted loss per share  Discontinued Operations

$



$
(0.06
)

$
(0.01
)

$
(0.01
)Basic earnings (loss) per share

$
(0.06
)

$
0.40


$
0.21


$
(2.10
)Diluted earnings (loss) per share

$
(0.06
)

$
0.40


$
0.20


$
(2.10
)   13.
    Discontinued
    Operations     53




---



##### Table of Contents



Years Ended2009


2008


2007Pre-tax gain (loss) on disposal of discontinued operations

$
1,887


$
(2,218
)

$
Income tax (provision) benefit


(726
)


1,180



1,257Income (loss) from discontinued operations

$
1,161


$
(1,038
)

$
1,257     14.
    Valuation
    and Qualifying Accounts  For
    the Years Ended December 31, 2009, 2008 and
    2007
  AdditionsBalance,


Charged to


Charged to





Balance,Beginning


Costs and


Other


Deductions-


End ofDescription

of Period


Expenses


Accounts


Describe(1)


Period(In thousands)Year ended December 31, 2009:Deducted from asset account  Allowance for
    uncollectible accounts

$
7,553


$
3,201


$
31


$
(3,947
)

$
6,838Year ended December 31, 2008:Deducted from asset account  Allowance for
    uncollectible accounts


5,935



5,213







(3,595
)


7,553Year ended December 31, 2007:Deducted from asset account  Allowance for
    uncollectible accounts


3,912



4,254



28
(2)


(2,259
)


5,935     (1)
    
    Primarily uncollectible accounts written off  net of
    recoveries.(2)
    
    Reserves acquired with the acquisition of Madison Freight in
    2008 and the Connection in 2007.  15.
    Subsequent
    Events   54




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Annual
    Controls Evaluation and Related CEO and CFO
    Certifications
  Form 10-K,
  Form 10-K,
  Form 10-K, Rule 13a-14
  Definition
    of Disclosure Controls
    Limitations
    on the Effectiveness of Controls
    Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f)
   55




---



##### Table of Contents



Internal Control  Integrated Framework
  Form 10-K.
  Richard D. ODell

President and Chief Executive OfficerJames A. Darby

Vice President and Chief Financial Officer (Principal Financial
    Officer)Stephanie R. Maschmeier

Controller (Principal Accounting Officer)   Item 9B.
    Other
    Information   PART III.  Item 10.
    Directors
    and Executive Officers  Form 10-K Regulation S-K Form 10-K.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   56




---



##### Table of Contents



PART IV.  Item 15.
    Exhibits,
    Financial Statement Schedules  1. Financial Statements
    2. Financial Statement Schedules
    3. Exhibits
  Form 10-K.
 57




---



##### Table of Contents



SIGNATURE
      By:
    /s/  James
    A. Darby          Signature

Title

Date/s/  Richard
    D. ODellRichard
    D. ODell

President and Chief Executive Officer, Saia, Inc.

February 25, 2010/s/  James
    A. DarbyJames
    A. Darby

Vice President of Finance and Chief Financial Officer, Saia,
    Inc. (Principal Financial Officer)

February 25, 2010/s/  Stephanie
    R. MaschmeierStephanie
    R. Maschmeier

Controller, Saia, Inc. (Principal Accounting Officer)

February 25, 2010/s/  Herbert
    A. Trucksess, IIIHerbert
    A. Trucksess, III

Chairman, Saia, Inc.

February 25, 2010/s/  Linda
    J. FrenchLinda
    J. French

Director

February 25, 2010/s/  John
    J. HollandJohn
    J. Holland

Director

February 25, 2010/s/  William
    F. Martin, Jr.William
    F. Martin, Jr.

Director

February 25, 2010/s/  James
    A. OlsonJames
    A. Olson

Director

February 25, 2010/s/  Bjorn
    E. OlssonBjorn
    E. Olsson

Director

February 25, 2010/s/  Douglas
    W. RockelDouglas
    W. Rockel

Director

February 25, 2010/s/  Jeffrey
    C. WardJeffrey
    C. Ward

Director

February 25, 2010  58




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##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description of Exhibit3
.1

Restated Certificate of Incorporation of Saia, Inc., as amended
    (incorporated herein by reference to Exhibit 3.1 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on July 26, 2006).3
.2

Amended and Restated By-laws of Saia, Inc., as amended
    (incorporated herein by reference to Exhibit 3.1 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on July 29, 2008).4
.1

Rights Agreement between Saia, Inc. and Mellon Investor Services
    LLC dated as of September 30, 2002 (incorporated herein by
    reference to Exhibit 4.1 of Saia, Inc.s
    Form 10-Q
    (File
    No. 0-49983)
    for the quarter ended September 30, 2002).10
.1

Master Separation and Distribution Agreement between Yellow
    Corporation and Saia, Inc. (incorporated herein by reference to
    Exhibit 10.3 of Saia, Inc.s
    Form 10-Q
    (File
    No. 0-49983)
    for the quarter ended September 30, 2002).10
.2

Tax Indemnification and Allocation Agreement between Yellow
    Corporation and Saia, Inc. (incorporated herein by reference to
    Exhibit 10.4 of Saia, Inc.s
    Form 10-Q
    (File
    No. 0-49983)
    for the quarter ended September 30, 2002).10
.3

Stock Purchase Agreement among Jevic Holding Corp., Saia Motor
    Freight Line, Inc. and SCS Transportation, Inc. dated as of
    June 30, 2006 (incorporated herein by reference to
    Exhibit 10.1 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on July 7, 2006).10
.4.1

Third Amended and Restated Credit Agreement dated as of
    June 26, 2009, by and among Saia, Inc., Bank of Oklahoma,
    N.A., as Lead Arranger, Administrative Agent and Collateral
    Agent, Bank of America, N.A., as Syndication Agent U.S. Bank
    National Association, as Documentation Agent, and the banks
    named therein (incorporated herein by reference to
    Exhibit 10.1 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on June 20, 2009).10
.4.2

First Amendment to Third Amended and Restated Revolving Credit
    Agreement dated as of December 22, 2009, by and among Saia,
    Inc., the banks named therein and Bank of Oklahoma, N.A.,
    (incorporated herein by reference to Exhibit 10.3 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on December 22, 2009).10
.5.1

Senior Notes Master Shelf Agreement dated as of
    September 20, 2002 (incorporated herein by reference to
    Exhibit 10.2 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 2, 2002).10
.5.2

Amendment No. 1 to the Senior Notes Master Shelf Agreement
    dated as of April 21, 2005 and related, Consent, Cover Page
    and Schedule 6C(2) (incorporated herein by reference to
    Exhibit 10.1 of Saia Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on April 21, 2005).10
.5.3

Amendment No. 2 to the Senior Notes Master Shelf Agreement
    dated as of April 29, 2005 and related, Consent
    (incorporated herein by reference to Exhibit 10.2 of Saia
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on May 5, 2005).10
.5.4

Amendment No. 3 to the Senior Notes Master Shelf Agreement
    dated as of June 30, 2006 and related Consent and Partial
    Release of Guaranty (incorporated herein by reference to
    Exhibit 10.3 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on July 7, 2006).10
.5.5

Amendment No. 4 to the Senior Notes Master Shelf Agreement
    dated as of June 30, 2006 and related Consent and Partial
    Release of Guaranty (incorporated herein by reference to
    Exhibit 10.2 of Saia, Inc.s
    Form 10-Q
    (File
    No. 0-49983)
    for the quarter ended June 4, 2008).10
.5.6

Amended and Restated Master Shelf Agreement Dated June 26,
    2009, between Saia, Inc., Prudential Investment Management,
    Inc., The Prudential Insurance Company of America, Pruco Life
    Insurance Company and the Purchasers named therein (incorporated
    herein by reference to Exhibit 10.1 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49938)
    filed on June 30, 2009).10
.5.7

First Amendment to Amended and Restated Master Shelf Agreement
    dated as of December 22,2009 between Saia Inc., The
    Prudential Insurance Company of America and the note holders
    named therein (incorporated herein by reference to
    Exhibit 10.4 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on December 22,2009).10
.6

Form of Executive Severance Agreement dated as of
    September 28, 2002 entered into between Saia, Inc. and
    certain executive officers (incorporated herein by reference to
    Exhibit 10.9 of Saia, Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2002). E-1




---



##### Table of Contents



ExhibitNumber

Description of Exhibit10
.7.1

Employment Agreement between Saia, Inc. and Herbert A.
    Trucksess, III dated as of November 20, 2002
    (incorporated herein by reference to Exhibit 10.5 of Saia,
    Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2002).10
.7.2

Amendment to Employment Agreement between Saia, Inc. and Herbert
    A. Trucksess, III dated as of December 4, 2003
    (incorporated herein by reference to Exhibit 10.11 of Saia,
    Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2003).10
.7.3

Modification of Employment Agreement dated November 20,
    2002, as amended, between Saia, Inc. and Herbert A.
    Trucksess, III dated as of December 7, 2006
    (incorporated herein by reference to Exhibit 10.1 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on December 13, 2006).10
.7.4

Amendment to Employment Agreement dated as of October 23,
    2008 between Saia, Inc. and Herbert A. Trucksess (incorporated
    herein by reference to Exhibit 10.3 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 29, 2008).10
.8.1

Employment Agreement between Saia, Inc. and Richard D.
    ODell dated as of October 24, 2006 (incorporated
    herein by reference to Exhibit 10.1 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 30, 2006).10
.8.2

Amendment to Employment Agreement dated as of October 23,
    2008 between Saia, Inc. and Richard D. ODell (incorporated
    herein by reference to Exhibit 10.1 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 29, 2008).10
.8.3

Second Amendment to Employment Agreement dated as of
    April 1, 2009 Between Saia, Inc., and Richard D.
    ODell (incorporated herein by reference to
    Exhibit 10.1 of Saias
    Form 8-K
    (File
    No. 0-49983)
    filed on April 7, 2009).10
.9.1

Amended and Restated Executive Severance Agreement between Saia,
    Inc. and Richard D. ODell dated as of October 24,
    2006 (incorporated herein by reference to Exhibit 10.3 of
    Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 30, 2006).10
.9.2

Amendment to Amended and Restated Executive Severance Agreement
    dated as of October 23, 2008 between Saia, Inc. and Richard
    D. ODell (incorporated herein by reference to
    Exhibit 10.4 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 29, 2008).10
.10.1

Amended and Restated Employment Agreement between Saia, Inc. and
    Anthony D. Albanese dated as of October 24, 2006
    (incorporated herein by reference to Exhibit 10.2 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 30, 2006).10
.10.2

Amendment to Amended and Restated Employment Agreement dated as
    of October 23, 2008 between Saia, Inc. and Anthony D.
    Albanese (incorporated herein by reference to Exhibit 10.2
    of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 29, 2008).10
.10.3

Second Amendment to Amended and Restated Employment Agreement
    dated as of April 1, 2009 Between Saia, Inc., and Richard
    D. ODell (incorporated herein by reference to
    Exhibit 10.2 of Saias
    Form 8-K
    (File
    No. 0-49983)
    filed on April 7, 2009).10
.11.1

Amended and Restated Executive Severance Agreement between Saia,
    Inc. and Anthony D. Albanese dated as of October 24, 2006
    (incorporated herein by reference to Exhibit 10.4 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 30, 2006).10
.11.2

Amendment to Amended and Restated Executive Severance Agreement
    dated as of October 23, 2008 between Saia, Inc. and Anthony
    D. Albanese (incorporated herein by reference to
    Exhibit 10.5 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 29, 2008).10
.12

Executive Severance Agreement between Saia, Inc. and James A.
    Darby dated as of September 1, 2006 (incorporated herein by
    reference to Exhibit 10.4 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on September 1, 2006).10
.13

Amendment to Executive Severance Agreement dated as of
    October 23, 2008 between Saia, Inc. and James A. Darby
    (incorporated herein by reference to Exhibit 10.6 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 29, 2008).10
.14

Amendment to Executive Severance Agreement dated as of
    October 23, 2008 between Saia, Inc. and Mark H. Robinson
    (incorporated herein by reference to Exhibit 10.7 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 29, 2008). E-2




---



##### Table of Contents



ExhibitNumber

Description of Exhibit10
.15

Amendment to Executive Severance Agreement dated as of
    October 23, 2008 between Saia, Inc. and Sally R. Buchholz
    (incorporated herein by reference to Exhibit 10.8 of Saia,
    Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on October 29, 2008).10
.16

Form of Indemnification Agreement dated as of December 7,
    2006 entered into by Saia, Inc. and certain executive officers
    and directors (incorporated by reference to Exhibit 10.2 of
    Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on December 13, 2006).10
.17.1

Saia, Inc. Amended and Restated 2003 Omnibus Incentive Plan
    (incorporated by reference to Exhibit 10.29 of Saia,
    Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2007.10
.17.2

Amendment to the Saia, Inc. Amended and Restated 2003 Omnibus
    Incentive Plan (incorporated by reference to Exhibit 10.30
    of Saia, Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 200710
.17.3

Amendment to the Saia, Inc. Amended and Restated 2003 Omnibus
    Incentive Plan (incorporated by reference to Exhibit 10.1
    of Saia, Inc.s
    Form 10-Q
    (File
    No. 0-49983)
    for the quarter ended June 30, 2008).10
.18

Form of Performance Unit Award Agreement under the Saia, Inc.
    Amended and Restated 2003 Omnibus Incentive Plan.10
.19

Restricted Stock Agreement dated February 1, 2008 between
    Saia, Inc. and Richard D. ODell (incorporated by reference
    to Exhibit 10.1 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on February 6, 2008).10
.20

Restricted Stock Agreement dated February 1, 2008 between
    Saia, Inc. and Anthony D. Albanese (incorporated by reference to
    Exhibit 10.2 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on February 6, 2008).10
.21.1

SCS Transportation, Inc. 2002 Substitute Option Plan
    (incorporated herein by reference to Exhibit 10.13 of Saia,
    Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2006)10
.21.2

First Amendment to the SCS Transportation, Inc. 2002 Substitute
    Option Plan (incorporated herein by reference to
    Exhibit 10.4 of Saia, Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on July 7, 2006)10
.22

Form of Employee Nonqualified Stock Option Agreement under the
    SCS Transportation, Inc. Amended and Restated 2003 Omnibus
    Incentive Plan (incorporated herein by reference to
    Exhibit 10.1 of Saia Inc.s
    Form 8-K
    (File
    No. 0-49983)
    filed on January 31, 2006).10
.23

SCS Transportation, Inc. Directors Deferred Fee Plan as
    adopted December 11, 2003 (incorporated herein by reference
    to Exhibit 10.15 of Saia, Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2003).10
.24

Form of Share Purchase Agreement (incorporated herein by
    reference to Exhibit 10.1 of Saias
    Form 8-K
    (File
    No. 0-49983)
    filed on December 22, 2009).10
.25

Form of Registration Rights Agreement (incorporated herein by
    reference to Exhibit 10.2 of Saias
    Form 8-K
    (File
    No. 0-49983)
    filed on December 22, 2009).14


Code of Business Conduct and Ethics (incorporated herein by
    reference to Exhibit 14 of Saia, Inc.s
    Form 10-K
    (File
    No. 0-49983)
    for the year ended December 31, 2004).21


Subsidiary of Registrant.23
.1

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm.31
.1

Certification of Principal Executive Officer Pursuant to
    Exchange Act
    Rule 13a-15(e).31
.2

Certification of Principal Financial Officer Pursuant to
    Exchange Act
    Rule 13a-15(e).32
.1

Certification of Principal Executive Officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2

Certification of Principal Financial Officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.  E-3