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KPMG LLP
Chartered Accountants
Yonge Corporate Centre
4100 Yonge Street
North York   ON   M2P 2H3
    
    Telephone (416) 228-7000
Telefax      (416) 228-7123
www.kpmg.ca




AUDITORS REPORT ON RECONCILIATION TO
UNITED STATES GAAP

To the Board of Directors of Vitran Corporation Inc.

On January 31, 2003, we reported on the consolidated balance sheets of Vitran
Corporation Inc. as at December 31, 2002 and 2001 and the consolidated
statements of earnings, retained earnings and cash flows for each of the years
in the three-year period ended December 31, 2002 which are included in the
annual report on Form 20-F. In connection with our audits conducted in
accordance with Canadian generally accepted auditing standards of the
aforementioned consolidated financial statements, we also have audited the
accompanying Reconciliation to United States GAAP  Additional Disclosures.
This supplemental information is the responsibility of the Corporations
management. Our responsibility is to express an opinion on this supplemental
information based on our audits.

In our opinion, such supplemental information,
when considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly, in all material respects, the information
set forth therein.



/s/   KPMG LLP

Chartered Accountants

Toronto, Canada
January 31, 2003





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Vitran Corporation Inc.
Reconciliation of United States GAAP
Additional Disclosures

The consolidated financial statements of the Corporation for the years ended
December 31, 2002, 2001, and 2000 included in the Corporations Form 20-F dated
June 11, 2003 includes Note 14 Canadian and United States accounting policy
differences. This note is prepared in accordance with item 17 of Form 20-F.
Item 18 of Form 20-F requires that additional disclosures required by United
States GAAP be provided when the above consolidated financial statements are
incorporated by reference into a Form F-10. The following disclosures would be
presented in the Corporations financial statements presented in accordance
with United States GAAP.



| | i) |  | Accounts payable and accrued liabilities
| | -- |  | ----------------------------------------

Dec. 31, 2002
    
    Dec. 31, 2001Accounts payable
    
    $
    18,147
    
    
    $
    17,763Accrued wages and benefits
    
    
    6,072
    
    
    
    5,105Accrued claims, self insurance
and workers compensation
    
    
    6,355
    
    
    
    7,487Other
    
    
    12,517
    
    
    
    9,728$
    43,091
    
    
    $
    40,083




| | ii) |  | The following table outlines the pro forma impact if the compensation cost
for the Corporations stock options determined under the fair value method for
awards granted on or after January 1, 1995.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dec. 31, 2002
    
    Dec. 31, 2001
    
    Dec. 31, 2000Options granted
    
    
    175,000
    
    
    
    100,000
    
    
    
    40,000Net income (loss), as reported
    
    $
    5,362
    
    
    $
    (2,555
    )
    
    $
    9,504Pro forma net income (loss)
    
    $
    4,757
    
    
    $
    (3,179
    )
    
    $
    8,963Pro forma basic income (loss) per share
    
    $
    0.49
    
    
    $
    (0.32
    )
    
    $
    0.91Pro forma diluted income (loss) per share
    
    $
    0.49
    
    
    $
    (0.32
    )
    
    $
    0.91