Overnite (OVNT) 8-K Overnite Corporation Reports Record Revenue and Operating Income

Exhibit 99.1

NEWS	Overnite Corporation P.O. Box 1216 Richmond, VA 23218-1216 (804) 231-8000
January 27, 2005.
	Contact:
	Ira Rosenfeld, Director, OTC
	Corporate Communications
	(804) 291-5362
	Irosenfeld@overnite.com

OVERNITE CORPORATION REPORTS RECORD REVENUE AND OPERATING INCOME

RICHMOND, VA. – Overnite Corporation (NASDAQ: OVNT) today reported financial results for the quarter and year ended December 31, 2004. Results for the quarter and year ended December 31, 2004 and 2003 are shown in accordance with generally accepted accounting principles (GAAP). Results for the quarter and year ended December 31, 2003 are also shown on a pro forma basis (a non-GAAP measure defined below) as if Overnite Corporation (“Overnite”) had become an independent company on January 1, 2003.

Fourth Quarter

Operating revenue for the fourth quarter was a record $421.4 million, an increase of $43.3 million, or 11.4%, from $378.1 million in the fourth quarter of 2003.

Net income was $16.6 million in the fourth quarter of 2004, an increase of 60.9% or $6.3 million, as compared to pro forma net income of $10.3 million for the fourth quarter of 2003. Net income for the fourth quarter of 2003 was $3.1 million. Fourth quarter 2004 diluted earnings per share were $0.59 as compared with pro forma diluted earnings per share of $0.37 for the fourth quarter of 2003.

Operating income for the fourth quarter of 2004 was $28.0 million as compared to pro forma operating income of $18.8 million in the fourth quarter of 2003. Operating income for the fourth quarter of 2003 was $4.9 million.

Overnite’s operating ratio (total operating expenses divided by operating revenue) was 93.4% for the fourth quarter of 2004, compared to 95.0% on a pro forma basis for the fourth quarter of 2003. The operating ratio was 98.7% for the fourth quarter of 2003.

“I am very pleased with the earnings growth and shareholder value we created during Overnite’s first full year as a standalone company. This past year’s achievements have been driven largely by our employees, who have remained continuously focused on providing value to our customers with their ready, willing and able attitude,” said Leo Suggs, Chairman, Chief Executive Officer and President of Overnite Corporation.

Year End

Operating revenue for the year was $1,647.5 million, an increase of $172.0 million, or 11.7%, from $1,475.5 million in the year of 2003.

Net income for the year was $63.3 million, an increase of 51.4% or $21.5 million, as compared to pro forma net income of $41.8 million for the year of 2003. Net income for the year of 2003 was $46.9 million. Diluted earnings per share for the year of 2004 were $2.27 as compared with pro forma diluted earnings per share of $1.50 for the year of 2003.

Operating income for the year of 2004 was $108.6 million as compared to pro forma operating income of $75.4 million for the year of 2003. Operating income for the year of 2003 was $67.4 million.

Overnite’s operating ratio (total operating expenses divided by operating revenue) was 93.4% for the year of 2004, compared to 94.9% on a pro forma basis for the year of 2003. The operating ratio was 95.4% for the year of 2003.

Business Outlook

Despite the unfavorable impact of lower discount rates on pension expense, Overnite anticipates first quarter 2005 earnings per diluted share to be $0.32 to $0.38, and earnings per diluted share for the full year of 2005 to be $2.60 to $2.70.

“We were very successful in executing our business plans in 2004 and were particularly pleased by our ability to improve our overall mix of customers. We are optimistic about our prospects for 2005 and believe with a strong economy and a continuation of our improving customer mix in 2005, we shall be able to build on the momentum of our 2004 results,” said Mr. Suggs.

Investor Conference Call and Web Simulcast

Overnite will conduct a conference call on January 28, 2005, at 10:30 a.m. EDT to discuss the fourth quarter results of 2004, continuing guidance for 2005 and other developments. The number to call for this teleconference is (800) 299-6183 or (617) 801-9713 for international calls. The passcode will be 85384500. Callers should dial in five to 10 minutes in advance of the conference call. A replay of the call will be available for 48 hours after the call has been completed by dialing (888) 286-8010 or (617) 801-6888 for international callers and entering passcode 11943488.

The call also will be webcast live via Overnite’s Web site at http://www.ovnt.com and will be archived there for future playback. The webcast will also be available via StreetEvents at http://www.streetevents.com.

Supplemental financial information is attached, including a discussion of the pro forma financial measures included in this press release and a separate table that reconciles the Consolidated Condensed Statements of Income for the quarter and year ended December 31, 2003, to the pro forma amounts.

Additional information is available at Overnite’s Web site: www.ovnt.com. Overnite’s contact for investors is Mike Mahan, (804) 231-8852. Overnite’s media contact is Ira Rosenfeld, (804) 291-5362.

Overnite Corporation is one of America’s leading less-than-truckload transportation companies. Its principal operating company, Overnite Transportation Company, operates in all 50 states, Canada, Puerto Rico, Guam, the U.S. Virgin Islands and Mexico. Its other operating company, Motor Cargo, is a regional less-than-truckload carrier primarily serving the western United States, Canada and Mexico. Together, they form one of the largest less-than-truckload carriers in the United States with over 200 service centers.

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include information relating to future events, future financial performance, strategy, expectations, competitive environment, regulation and availability of resources.

Forward-looking statements should not be read as a guarantee of future performance or results. Forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause Overnite’s actual performance or results to differ materially from those expressed in the statements. Important factors that could cause such differences include, but are not limited to: whether Overnite is fully successful in implementing its financial and operational initiatives; industry competition, conditions, performance and consolidation; legislative and/or regulatory developments; the effects of adverse general economic conditions, both within the

United States and globally; any adverse economic or operational repercussions from terrorist activities, any government response thereto and any future terrorist activities, war or other armed conflicts; changes in fuel prices; changes in labor costs; labor stoppages; the outcome of claims and litigation; natural events such as severe weather, floods and earthquakes; and other factors detailed from time to time in the reports that Overnite files with the Securities and Exchange Commission.

Overnite assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws.

OVERNITE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)

(Thousands of Dollars)

	For the three months Ended December 31,
	2004			2003			Pro forma 2003
Operating Revenue	$	421,356		$	378,073		$	378,073
Operating Expenses:
Salaries, wages and employee benefits		237,366			236,595			221,902
Supplies and expenses		44,561			33,354			33,354
Operating taxes		12,930			13,039			13,039
Claims and insurance		11,814			10,247			10,521
Rents and purchased transportation		47,362			44,554			44,554
Communication and utilities		5,454			5,034			5,034
Depreciation		14,323			14,382			14,496
Other		19,529			15,939			16,404
Total operating expenses		393,339			373,144			359,304
Operating Income		28,017			4,929			18,769
Other Income and Expense:
Interest income from Union Pacific Corporation		—			1,389			—
Interest expense		1,363			1,045			1,600
Other income		586			179			179
Income before Income Taxes		27,240			5,452			17,348
Income tax expense		10,688			2,342			7,061
Net Income	$	16,552		$	3,110		$	10,287
Net income per share – basic	$	0.59		$	0.11		$	0.37
Net income per share – diluted	$	0.59		$	0.11		$	0.37
Number of shares – basic		27,861,221			27,661,533			27,861,221
Number of shares – diluted		28,120,311			27,690,775			28,120,311
Operating Ratio		93.4	%		98.7	%		95.0	%
							% Change
Operating Statistics
Gross Weight hauled (millions of pounds):
LTL(1)		2,232.9			2,171.8			2.8	%
Truckload(1)		463.9			381.8			21.6
Total		2,696.8			2,553.6			5.6	%
Shipments (000’s)
LTL(1)		2,293.1			2,382.8			(3.8	)%
Truckload(1)		32.0			26.9			19.0
Dedicated truckload		22.9			19.5			17.4
Total		2,347.9			2,429.3			(3.4	)%
LTL weight per LTL shipment (pounds)(1)		973.7			911.5			6.8	%
Length of Haul (miles)		779.3			796.5			(2.2	)
LTL revenue including fuel surcharge	$	365,735		$	336,026			8.8
TL revenue including fuel surcharge	$	30,120		$	23,358			28.9
LTL revenue per CWT (including fuel surcharge)(1)	$	16.38		$	15.47			5.9
LTL revenue per CWT (excluding fuel surcharge)(1)	$	15.09		$	15.00			0.6
TL revenue per CWT (including fuel surcharge)(1)	$	6.49		$	6.12			6.0
TL revenue per CWT (excluding fuel surcharge)(1)	$	5.85		$	5.93			(1.3	)

(1) Effective January 1, 2004 less than truckload (LTL) weight, shipments, LTL weight per LTL shipment and LTL revenue per CWT include all shipments with weight under 10,000 pounds. Truckload (TL) weight and shipments include shipments with weight of 10,000 pounds or more. Previously, LTL and TL shipments and weight were determined by weight as well as the size of the shipment.

Weight, shipments, LTL weight per LTL shipment and LTL revenue per CWT for the fourth quarter of 2003 have been calculated on a consistent basis with the definition described above which became effective January 1, 2004.

OVERNITE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)

(Thousands of Dollars)

	For the year Ended December 31,
	2004			2003			Pro forma 2003
Operating Revenue	$	1,647,461		$	1,475,463		$	1,475,463
Operating Expenses:
Salaries, wages and employee benefits		947,592			884,053			870,804
Supplies and expenses		155,637			124,887			124,887
Operating taxes		55,569			52,738			52,738
Claims and insurance		50,765			54,706			56,778
Rents and purchased transportation		177,557			157,513			157,513
Communication and utilities		20,772			20,937			20,937
Depreciation		58,522			57,169			57,589
Other		72,418			56,108			58,806
Total operating expenses		1,538,832			1,408,111			1,400,052
Operating Income		108,629			67,352			75,411
Other Income and Expense:
Interest income from Union Pacific Corporation		—			12,411			—
Interest expense		5,352			2,077			6,135
Other income		723			467			467
Income before Income Taxes		104,000			78,153			69,743
Income tax expense		40,672			31,294			27,926
Net Income	$	63,328		$	46,859		$	41,817
Net income per share – basic	$	2.28		$	1.70		$	1.50
Net income per share – diluted	$	2.27		$	1.70		$	1.50
Number of shares – basic		27,788,557			27,540,715			27,788,557
Number of shares – diluted		27,959,310			27,548,086			27,959,310
Operating Ratio		93.4	%		95.4	%		94.9	%
							% Change
Operating Statistics
Gross Weight hauled (millions of pounds):
LTL(1)		9,182.3			8,501.3			8.0	%
Truckload(1)		1,846.3			1,511.4			22.2
Total		11,028.6			10,012.7			10.1	%
Shipments (000’s)
LTL(1)		9,596.1			9,555.1			0.4	%
Truckload(1)		128.6			106.6			20.6
Dedicated truckload		86.5			78.4			10.3
Total		9,811.2			9,740.1			0.7	%
LTL weight per LTL shipment (pounds)(1)		956.8			889.8			7.5	%
Length of Haul (miles)		771.4			784.2			(1.6	)
LTL revenue including fuel surcharge	$	1,445,515		$	1,315,134			9.9
TL revenue including fuel surcharge	$	111,913		$	90,352			23.9
LTL revenue per CWT (including fuel surcharge)(1)	$	15.74		$	15.47			1.7
LTL revenue per CWT (excluding fuel surcharge)(1)	$	14.83		$	14.98			(1.0	)
TL revenue per CWT (including fuel surcharge)(1)	$	6.06		$	5.98			1.3
TL revenue per CWT (excluding fuel surcharge)(1)	$	5.63		$	5.79			(2.8	)

(1) Effective January 1, 2004 less than truckload (LTL) weight, shipments, LTL weight per LTL shipment and LTL revenue per CWT include all shipments with weight under 10,000 pounds. Truckload (TL) weight and shipments include shipments with weight of 10,000 pounds or more. Previously, LTL and TL shipments and weight were determined by weight as well as the size of the shipment.

Weight, shipments, LTL weight per LTL shipment and LTL revenue per CWT for the year of 2003 have been calculated on a consistent basis with the definition described above which became effective January 1, 2004.

OVERNITE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION

(Unaudited)

	(Thousands of Dollars) As of
	December 31, 2004		December 31, 2003
Assets
Current Assets
Cash and cash equivalents	$	20,774	$	11,068
Accounts receivable		171,804		152,285
Other current assets		59,624		34,905
Total current assets		252,202		198,258
Net properties		522,548		499,446
Total other assets		112,650		133,026
Total assets	$	887,400	$	830,730
Liabilities and Common Shareholders’ Equity
Current liabilities	$	200,121	$	201,846
Non-current liabilities:
Long term debt		95,625		115,500
Other non-current liabilities		175,118		132,316
Total non-current liabilities		270,743		247,816
Common shareholders’ equity		416,536		381,068
Total liabilities and common shareholders’ equity	$	887,400	$	830,730

OVERNITE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

	(Thousands of Dollars)
	Year Ended December 31, 2004			Year Ended December 31, 2003 (a)
Cash provided by operating activities:
Net income	$	63,328		$	46,859
Depreciation		58,522			57,169
Change in current assets and liabilities		(45,668	)		12,629
Other		49,783			3,921
Cash provided by operating activities		125,965			120,578
Cash used in investing activities:
Capital investment, net of sales proceeds		(81,887	)		(56,900	)
Cash used in investing activities		(81,887	)		(56,900	)
Cash provided by (used in) financing activities:
Repayment of debt		(33,375	)		—
Dividends paid to shareholders		(4,488	)		—
Proceeds from debt, net of deferred finance costs paid		—			123,254
Dividends and advances paid to Union Pacific Corporation, net		—			(174,882	)
Cash overdraft		3,491			(3,068	)
Cash provided by (used in) financing activities		(34,372	)		(54,696	)
Net change in cash:		9,706			8,982
Cash at beginning of period		11,068			2,086
Cash at end of period	$	20,774		$	11,068

(a) The Consolidated Condensed Statement of Cash Flows for the period ended December 31, 2003 is not adjusted for the pro forma effects as if the Company were an independent entity. As a result, net income for the period does not include stand-alone operating expenses or interest expense. Furthermore, 2003 results include intercompany interest income which is no longer earned.

Pro forma Results

Overnite became a stand-alone company on November 5, 2003, as a result of a divestiture by Union Pacific Corporation (UPC). Pro forma results have been provided to present results as if Overnite were an independent, stand-alone public entity for the fourth quarter and year of 2003.

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

Management believes these non-GAAP financial measures are more reflective of continuing operations as they present investors with information about the impact of the divestiture from UPC and the related initial public offering on the Corporation’s operations and, in doing so, improve transparency to investors and enhance period-to-period comparability of operations and financial performance.

Pro forma operating income for the fourth quarter and year of 2003 includes stand-alone operating expenses equivalent to the fourth quarter and year of 2004, as shown below, and is calculated as if the divestiture had occurred on January 1, 2003.

Pro forma net income for the fourth quarter and year of 2003 excludes the after-tax effects of $1.4 million and $12.4 million, respectively, of intercompany interest income received from UPC. Pro forma net income also includes the after-tax effects of incremental stand-alone operating expenses and includes the after-tax effects of interest expense as if the divestiture had occurred on January 1, 2003. The tables below shows the calculation of pro forma net income for the quarter and year ended December 31, 2003.

OVERNITE CORPORATION

PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME

(Unaudited)

(Thousands of Dollars)

	For the three months ended December 31, 2003
	Actual			Pro Forma Adjustments (a)			Pro Forma
Operating Revenue	$	378,073		$	—		$	378,073
Operating Expenses:
Salaries, wages and employee benefits		236,595			(14,693	)(b)		221,902
Supplies and expenses		33,354						33,354
Operating taxes		13,039						13,039
Claims and insurance		10,247			274	(c)		10,521
Rents and purchased transportation		44,554						44,554
Communication and utilities		5,034						5,034
Depreciation		14,382			114	(d)		14,496
Other		15,939			465	(e)		16,404
Total operating expenses		373,144			(13,840	)		359,304
Operating Income		4,929			13,840			18,769
Other Income and Expense:
Interest income from Union Pacific Corporation		1,389			(1,389	)(f)		—
Interest expense		1,045			555	(g)		1,600
Other income		179						179
Income before Income Taxes		5,452			11,896			17,348
Income tax expense		2,342			4,719			7,061
Net Income	$	3,110		$	7,177		$	10,287
Operating Ratio		98.7	%					95.0	%
Net income per share:
Basic	$	0.11					$	0.37	(h)
Diluted	$	0.11					$	0.37	(h)
Weighted average number of shares outstanding(h):
Basic		27,661,533						27,861,221
Diluted		27,690,775						28,120,311

Notes:

(a) Overnite Corporation became a stand-alone company on November 5, 2003. Pro forma adjustments are included and calculated to provide information as if Overnite Corporation had been a stand-alone company for the entire three months of the fourth quarter of 2003.

(b) Adjustment reflects incremental salaries, wages and benefits less accelerated vesting of Union Pacific Corporation benefits related to the divestiture of Union Pacific Corporation.

(c) Adjustment to reflect incremental costs for directors and officers and various other insurance coverages.

(d) Adjustment to reflect incremental depreciation.

(e) Adjustment to reflect incremental legal fees and other professional fees.

(f) Intercompany interest from Union Pacific Corporation was earned on a monthly basis in periods prior to November 5, 2003. This intercompany interest is no longer earned and will not be earned in future periods.

(g) Adjustment to reflect interest expense related to debt incurred as part of the divestiture of Union Pacific Corporation.

(h) The pro forma earnings per share calculations above have been presented assuming all basic and diluted shares were outstanding as of January 1, 2003.

OVERNITE CORPORATION

PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME

(Unaudited)

(Thousands of Dollars)

	For the year ended December 31, 2003
	Actual			Pro Forma Adjustments (a)			Pro Forma
Operating Revenue	$	1,475,463		$	—		$	1,475,463
Operating Expenses:
Salaries, wages and employee benefits		884,053			(13,249	)(b)		870,804
Supplies and expenses		124,887						124,887
Operating taxes		52,738						52,738
Claims and insurance		54,706			2,072	(c)		56,778
Rents and purchased transportation		157,513						157,513
Communication and utilities		20,937						20,937
Depreciation		57,169			420	(d)		57,589
Other		56,108			2,698	(e)		58,806
Total operating expenses		1,408,111			(8,059	)		1,400,052
Operating Income		67,352			8,059			75,411
Other Income and Expense:
Interest income from Union Pacific Corporation		12,411			(12,411	)(f)		—
Interest expense		2,077			4,058	(g)		6,135
Other income		467						467
Income before Income Taxes		78,153			(8,410	)		69,743
Income tax expense		31,294			(3,368	)		27,926
Net Income	$	46,859		$	(5,042	)	$	41,817
Operating Ratio		95.4	%					94.9	%
Net income per share:
Basic	$	1.70					$	1.50	(h)
Diluted	$	1.70					$	1.50	(h)
Weighted average number of shares outstanding(h):
Basic		27,540,715						27,788,557
Diluted		27,548,086						27,959,310

Notes:

(a) Overnite Corporation became a stand-alone company on November 5, 2003. Pro forma adjustments are included and calculated to provide information as if Overnite Corporation had been a stand-alone company for the entire year of 2003.

(b) Adjustment reflects incremental salaries, wages and benefits less accelerated vesting of Union Pacific Corporation benefits related to the divestiture of Union Pacific Corporation.

(c) Adjustment to reflect incremental costs for directors and officers and various other insurance coverages.

(d) Adjustment to reflect incremental depreciation.

(e) Adjustment to reflect incremental legal fees and other professional fees.

(f) Intercompany interest from Union Pacific Corporation was earned on a monthly basis in periods prior to November 5, 2003. This intercompany interest is no longer earned and will not be earned in future periods.

(g) Adjustment to reflect interest expense related to debt incurred as part of the divestiture of Union Pacific Corporation.

(h) The pro forma earnings per share calculations above have been presented assuming all basic and diluted shares were outstanding as of January 1, 2003.