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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

(Mark One)

FOR THE QUARTER ENDED MARCH 31, 2003

OR

FOR THE TRANSITION PERIOD FROM                to

Commission file number: 0-49983

SCS TRANSPORTATION, INC.

(816) 960-3664
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx Noo

     Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x Noo

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

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SCS TRANSPORTATION, INC.

INDEX

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PART I. FINANCIAL INFORMATION

Item 1: Financial Statements

SCS Transportation, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share data)
(unaudited)

See accompanying notes to condensed consolidated financial statements.

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SCS Transportation, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
For the quarter ended March 31, 2003 and 2002
(in thousands, except per share data)
(unaudited)

See accompanying notes to condensed consolidated financial statements.

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SCS Transportation, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the quarter ended March 31, 2003 and 2002
(in thousands)
(unaudited)

See accompanying notes to condensed consolidated financial statements.

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SCS Transportation, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)

(1)

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of SCS Transportation, Inc. and its two wholly owned regional transportation subsidiaries (the Company or SCST), Saia Motor Freight Line, Inc. and Jevic Transportation, Inc.

The condensed consolidated financial statements have been prepared by the Company, without audit by independent public accountants. In the opinion of management, all normal recurring adjustments necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods included herein have been made. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted from these statements. These interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, the instructions to Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2002. Operating results for the quarter ended March 31, 2003, are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2003.

Organization

The Company provides regional overnight and second-day less-than-truckload (LTL) and selected long-haul LTL and truckload (TL) transportation services through two subsidiaries, Saia Motor Freight Line, Inc. (Saia) and Jevic Transportation, Inc. (Jevic). For the quarter ended March 31, 2003 Saia comprised approximately 62 percent and Jevic approximately 38 percent of total revenue.

Certain of SCST’s long-term debt is guaranteed by its subsidiaries. The guarantees are full and unconditional, joint and several, and any subsidiaries that are not guarantors are minor as defined by Securities and Exchange Commission (SEC) regulations. SCST, as the parent company issuer of this debt, has no independent assets or operations. There are no significant restrictions on the Company’s ability or the ability of any guarantor to obtain funds from its subsidiaries by such means as a dividend or loan.

Stock-Based Compensation

For all stock option grants prior to January 1, 2003, stock-based compensation to employees is accounted for based on the intrinsic value method under Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees” and related interpretations, including Financial Accounting Standards Board (“FASB”) Interpretation No. 44 “Accounting for Certain Transactions involving Stock Compensation”.

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The following table illustrates the effect on net income and earnings per share during the quarter ended March 31, 2003 if the Company had applied the fair value recognition provisions of SFAS No. 123 “Accounting for Stock-Based Compensation” for all stock option grants prior to January 1, 2003, the date the Company adopted SFAS No. 123 (in thousands, except per share data). No stock options were granted during the quarter ended March 31, 2003.

There were no SCST stock options outstanding during the quarter ended March 31, 2002 and therefore no comparative information is presented.

New Accounting Pronouncements

There are no new accounting pronouncements pending adoption as of March 31, 2003, which the Company believes would have a significant impact on its consolidated financial position or results of operations.

(2)

Change in Accounting Method

Effective January 1, 2003, the Company adopted the fair value method of recording stock option expense under SFAS No. 123, “Accounting for Stock-Based Compensation.” Under SFAS No. 123 the Company will recognize stock option expense prospectively for all stock awards granted after January 1, 2003, resulting in an estimated negative impact on earnings per share of less than $.01 for the year ended December 31, 2003 as the Company’s current long-term incentive plans are predominantly cash based plans, with the only expected stock option grants for outside directors. Stock option grants will be expensed over the stock option vesting period based on the fair value at the date the options are granted. Previously, the Company applied the intrinsic value method permitted under SFAS No. 123, as defined in APB No. 25, “Accounting for Stock Issued to Employees”, in accounting for stock options issued prior to January 1, 2003, and accordingly, no compensation expense has been or will be recognized for such stock awards.

(3)

Computation of Earnings Per Share

The calculation of basic and diluted earnings per share for the quarter ended March 31, 2002 was based upon the shares outstanding as of the date of the spin-off from our former parent company, which was September 30, 2002. Effective October 1, 2002, diluted earnings per share includes the dilutive impact of outstanding stock options as shown below.

The calculation of basic earnings per common share and diluted earnings per common share was as follows (in thousands except per share amounts):

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(4)

Shareholders’ Equity

On March 6, 2003, the SCST Executive Capital Accumulation Plan (the Capital Accumulation Plan) was amended to allow for the plan participants to invest in the Company’s common stock. The Company’s Rabbi Trust, which holds the investments for the Capital Accumulation Plan, purchased 51,867 shares of the Company’s common stock at an aggregate purchase price of $606,000 during the quarter ended March 31, 2003. The Rabbi Trust shares are recorded by the Company in a manner similar to treasury stock at cost until either a change in investment election by a plan participant or a participant’s withdrawal from the Capital Accumulation Plan.

(5)

Business Segment Information

The Company has two operating subsidiaries (Saia and Jevic) that are reportable segments. Each of these segments is a strategic business unit offering different products and services.

The segments are managed separately because each requires different operating, technology and marketing strategies. The Company evaluates financial performance primarily on operating income and return on capital.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002. Management fees and other corporate services are charged to segments based on direct benefit received or allocated based on revenue. The following table summarizes the Company’s operations by business segment (in thousands):

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(6)

Commitments and Contingencies

The Company is subject to legal proceedings that arise in the ordinary course of its business. In the opinion of management, the aggregate liability, if any, with respect to these other actions will not materially adversely affect our financial position, results of operations or cash flows.

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

GENERAL

The following management’s discussion and analysis describes the principal factors affecting the results of operations, liquidity and capital resources, as well as the critical accounting policies, of SCS Transportation, Inc. (SCST or the Company). This discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and our 2002 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002. These financial statements include additional information about our significant accounting policies, practices and the transactions that underlie our financial results.

SCST is a leading transportation company providing regional overnight and second-day less-than-truckload (LTL) and selected long-haul LTL and truckload (TL) service solutions to more than 71,000 customers across the United States. Our operating subsidiaries are Saia Motor Freight Line, Inc. (Saia), based in Duluth, Georgia and Jevic Transportation, Inc. (Jevic), based in Delanco, New Jersey.

The key factors that affect our operating results are the volumes of shipments transported through our networks, as measured by our average daily shipments and tonnage; the prices we obtain for our services, as measured by revenue per hundred weight (yield) and revenue per shipment, both excluding the impact of fuel surcharge; our ability to manage our cost structure for capital expenditures and operating expenses such as salaries, wages and benefits, purchased transportation, insurance claims and expense, fuel and maintenance; and our ability to match operating costs to shifting volume levels.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

SCST makes estimates and assumptions in preparing the consolidated financial statements that affect reported amounts and disclosures therein. In the opinion of management, the accounting policies that generally have the most significant impact on the financial position and results of operations of SCST include:

•

Claims and Insurance Accruals. SCST has self-insured retention limits generally ranging from $250,000 to $2,000,000 for medical, workers’ compensation, auto liability, casualty and cargo claims. The liabilities associated with the risk retained by SCST are estimated in part based on historical experience, third-party actuarial analysis, demographics, nature and severity, past experience and other assumptions. However, these estimated accruals could be significantly affected if the actual costs of SCST differ from these assumptions.

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•		Depreciation and Capitalization of Assets. Under the SCST accounting policy for property and equipment, management establishes appropriate depreciable lives and salvage values for SCST’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 continuously evaluated and updated when circumstances warrant. However, actual depreciation and salvage values could differ from these assumptions based on market conditions and other factors.
•		Recovery of Goodwill. On January 1, 2002, SCST adopted Financial Accounting Standards Board Statement No. 142, “Goodwill and Other Intangible Assets”. The statement requires that, upon adoption and at least annually thereafter, SCST assess goodwill impairment by applying a fair value based test. This fair value based test involves assumptions regarding the long-term future performance of the operating subsidiaries of SCST, fair value of the assets and liabilities of SCST, cost of capital rates and other assumptions. However, actual recovery of remaining goodwill could differ from these assumptions based on market conditions and other factors. In the event remaining goodwill is determined to be impaired a charge to earnings may be required.
•		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 receivables include estimates of shipments in transit and estimates of future adjustments to revenue and accounts receivable for billing adjustments and collectibility.
		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 pick up 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.

These accounting policies, and others, are described in further detail in the notes to our audited consolidated financial statements included in the Company’s Annual Report on Form 10-K.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to adopt accounting policies and make significant judgments and estimates to develop amounts reflected and disclosed in the financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the financial statements. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and the receipt of new or better information.

RESULTS OF OPERATIONS

Quarter ended March 31, 2003 vs. quarter ended March 31, 2002

Revenue and volume

Operating revenue of SCST for the quarter ended March 31, 2003 was $200 million, up 8.4 percent on a per day basis from $184 million for the quarter ended March 31, 2002. The first quarter is consistently the seasonally low quarter of the year. The first quarter of 2003 had one more workday than the first quarter of 2002 for Jevic, while the workdays were consistent for Saia. Fuel surcharge revenue, which largely offsets the Company’s exposure to rising diesel prices, significantly affected the Company’s revenue trend for the quarter. Operating revenue excluding fuel surcharge was up 4.9 percent on a per day basis compared to the prior year quarter. Saia and Jevic both experienced quarter-over-quarter shipment increases. While Saia also had a quarter-over-quarter tonnage increase, Jevic’s quarter-over-quarter tonnage was relatively flat due to a shift to more LTL shipments, which have lower weights.

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Saia had operating revenue of $124 million for the quarter ended March 31, 2003, up 7.5 percent on a per day basis from $115 million for the quarter ended March 31, 2002. Saia’s operating revenue excluding fuel surcharge was $119 million for the quarter ended March 31, 2003, and up 4.2 percent on a per day basis from $114 million for the quarter ended March 31, 2002. Geographically, Saia revenue growth was strongest in its western states benefiting from improved service capabilities resulting from the 2001 integration of two western affiliates. Saia’s southeastern territories experienced modest declines in revenue due primarily to disproportionate effects of planned prior year customer mix changes. Quarter-over-quarter Saia LTL revenue per hundredweight excluding fuel surcharge decreased 0.2 percent to $9.54 per hundredweight for the quarter ended March 31, 2003. LTL tonnage increased 5.6 percent to 575,000 tons and LTL shipments were up 6.1 percent to 1.1 million shipments. The yield decline is primarily due to competitive pricing pressures and planned customer mix changes toward lower yielding, but more profitable industrial customers. These downward pressures were offset by contractual price increases and a 5.9 percent general rate increase effective July 15, 2002, on noncontractual accounts.

Jevic had operating revenue of $76 million for the quarter ended March 31, 2003, up 9.9 percent on a per day basis from operating revenue of $69 million for the quarter ended March 31, 2002. Jevic’s operating revenue excluding fuel surcharge was $73 million for the quarter ended March 31, 2003, up 5.9 percent on a per day basis from $68 million for the quarter ended March 31, 2002. Jevic’s revenue increase is due to strong LTL volume, improved yields and increased brokerage revenue. Jevic yield increased 4.8 percent to $6.46 per hundredweight. On a per day basis, quarter-over-quarter tonnage was flat at 551,000 tons and shipments were up 5.8 percent to 259,000 shipments. Although pricing remains competitive in regional markets, the increase in yield is a result of a mix shift toward higher yielding LTL business, growth in higher yielding segments, contractual price increases and implementation of a 5.9 percent general rate increase effective August 1, 2002.

Operating income

Operating income of SCST for the quarter ended March 31, 2003 was $4.5 million versus $4.9 million for the quarter ended March 31, 2002. Both Saia and Jevic experienced revenue growth while controlling variable costs, which were reflected in productivity gains throughout the first quarter of 2003. However, these revenue increases and cost reductions were more than offset by the impact of the severe winter weather in February 2003. In addition, Saia and Jevic each had an unusually large cargo claim together totaling $0.3 million in the first quarter of 2003 that were offset by a net favorable nonrecurring adjustment primarily related to revenue reserves at Jevic. Rising fuel costs accounted for $5.8 million of the increase in operating expenses and supplies, which was largely offset by increases in fuel surcharge revenue. The first quarter of 2003 includes unallocated corporate costs of $0.9 million versus $0.3 million of operating income in the first quarter of 2002. The first quarter 2003 operating ratio (operating expenses divided by net revenue) for SCST was 97.7 compared to the first quarter 2002 operating ratio of 97.3.

Saia first quarter 2003 operating income was $4.3 million compared to operating income of $3.6 million for the first quarter of 2002. Despite the decrease in yield discussed above, Saia improved its operating income due to continued focus on cost controls and operating efficiencies. Additionally, Saia’s labor productivity gains and other expense reductions have offset structural cost increases in wages, benefits and insurance, as well as February weather effects. Wages increased an average of 4.2 percent versus the prior year quarter. Saia operating ratio was 96.5 for the first quarter of 2003 compared to 96.8 in the first quarter of 2002. Saia quarter-over-quarter yield deteriorated from competitive pricing pressure and a change in freight mix, but was offset by tonnage increases, productivity gains and variable cost control.

Jevic first quarter 2003 operating income was $1.1 million compared to $1.0 million for the first quarter in 2002. Jevic operating ratio was 98.6 for the first quarter of 2003 consistent with 98.6 for the first quarter of 2002. Jevic’s quarter-over-quarter yield improvement was offset by the negative effects of the severe winter weather experienced in February 2003, a 2.5 percent average wage increase over wages in the first quarter of 2002 and increased insurance and benefit expenses. Increased business levels with volatile daily volume peaks, further aggravated by weather related effects, exceeded short-term driver availability forcing utilization of sub-optimal and more expensive purchased transportation. However, a nonrecurring positive adjustment to revenue related reserves of $0.5 million partially offset by an unusually large cargo claim of $0.2 million, contributed to Jevic’s profitability for the quarter.

Holding company operating expenses were $0.9 million in excess of costs allocated to the operating companies for the first quarter of 2003. The $0.9 million is comprised of a normal run rate of $0.5 million in excess of allocated expenses plus $0.4 million of non-recurring costs for a consulting project and insurance reserve adjustments. The holding company had operating income of $0.3 million in the first quarter of 2002 which is not indicative of post spin-off operations.

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SCST had nonoperating expenses of $2.3 million in the first quarter of 2003 compared to nonoperating expenses of $1.4 million in the first quarter of 2002. Substantially all SCST nonoperating expenses represent interest expense. The increase in interest cost is a result of the Company’s new capital structure consisting of predominantly longer term higher fixed rate instruments versus the principally shorter term floating rate structure with the former parent company. The increase in interest rates was partially offset by lower debt in 2003 versus 2002. The effective tax rate for the first quarter of 2003 was 41 percent compared to an effective tax rate of 45 percent in the first quarter of 2002. Net income was $1.3 million in the first quarter of 2003 compared to net loss of $73.2 million in the first quarter of 2002. The first quarter of 2002 included a non-cash charge for the cumulative effect of change in accounting for goodwill of $75.2 million. Net income before cumulative effect of change in accounting was $1.9 million in the first quarter of 2002.

Working capital/capital expenditures

SCST’s working capital increased from $54.9 million at December 31, 2002 to $67.7 million at March 31, 2003. The change in working capital is predominantly a result of seasonal increases in accounts receivable and prepaid expenses and other current assets. Cash flows from operating activities are a result of the first quarter being seasonally low. Net capital expenditures were $1.8 million for the three months ended March 31, 2003 compared to $1.3 million for the three months ended March 31, 2002. Capital investments during the first three months of 2003 primarily represent replacement of revenue equipment. The substantial portion of the Company’s annual capital expenditure program estimated to be approximately $50 million net of dispositions, will occur throughout the balance of the year.

Outlook

Our business is highly correlated to the general economy. Our outlook assumes no further economic deterioration in the remainder of 2003. We will continue to apply technology, training and accountability to improve productivity, while maintaining top-quality service. We believe we are positioned to improve earnings even in a slow-growth economy.

In the short-term, we will continue to focus on cost management efforts, while further improving productivity and positioning the Company for longer-term growth. Actual results for 2003 will depend upon a number of factors, including the timing, speed and magnitude of the economic recovery or downturn, our ability to match capacity with shifting volume levels, competitive pricing pressures and insurance claims.

See “Forward-Looking Statements” for a more complete discussion of potential risks and uncertainties that could materially affect our future performance.

New Accounting Pronouncements

See Note 1 to the accompanying financial statements for further discussion of recent accounting pronouncements.

CHANGE IN ACCOUNTING METHOD

Effective January 1, 2003, the Company adopted the fair value method of recording stock option expense under SFAS No. 123, “Accounting for Stock-Based Compensation.” Under SFAS No. 123 the Company will recognize stock option expense prospectively for all stock awards granted after January 1, 2003, resulting in an estimated negative impact on earnings per share of less than $.01 for the year ended December 31, 2003 as the Company’s current long-term incentive plans are predominantly cash based plans, with the only expected stock option grants for outside directors. Stock option grants will be expensed over the stock option vesting period based on the fair value at the date the options are granted. Previously, the Company applied the intrinsic value method permitted under SFAS No. 123, as defined in APB No. 25, “Accounting for Stock Issued to Employees”, in accounting for stock options issued prior to January 1, 2003, and accordingly, no compensation expense has been or will be recognized for such stock awards granted.

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FINANCIAL CONDITION

SCST liquidity needs arise primarily from capital investment in new equipment, land and structures and information technology, as well as funding working capital requirements.

In connection with the spin-off effective October 1, 2002, SCST issued $100 million in Senior Notes under a $125 million Master Shelf Agreement with Prudential Investment Management, Inc. and certain of its affiliates. SCST also entered into a $50 million Agented Revolving Credit Agreement (the Credit Agreement) with Bank of Oklahoma, N.A., as agent. Proceeds from the Senior Notes and a portion of the Credit Agreement were used for payments due the former parent company. In addition, SCST has third party borrowings of approximately $16.4 million in subordinated notes. SCST had approximately $120.5 million outstanding under the line-of-credit agreements with the former parent company immediately prior to the spin-off, of which $113.6 million was repaid to the former parent company under the terms of the spin-off. The remaining $6.9 million reduction in the line-of-credit with the former parent company was a capital contribution to SCST from the former parent company.

The $100 million Senior Notes are unsecured with a fixed interest rate of 7.38% and an average maturity of eight years. Payments due under the Senior Notes are interest only until June 30, 2006 and at that time semi-annual principal payments begin, with the final payment due December 2013. Under the terms of the Senior Notes, SCST must maintain several financial covenants including a maximum ratio of total indebtedness to earnings before interest, taxes, depreciation, amortization and rent (EBITDAR), a minimum interest coverage ratio and a minimum tangible net worth, among others. At March 31, 2003, SCST was in compliance with these covenants.

The $50 million Credit Agreement is unsecured with an interest rate based on LIBOR or prime at the Company’s option, plus an applicable spread, in certain instances, and matures in September 2005. The availability under the Credit Agreement is limited to SCST’s qualified receivables (as defined in the Credit Agreement). At March 31, 2003, SCST had no borrowings under the Credit Agreement, $22.5 million in letters of credit outstanding under the Credit Agreement and availability of $27.5 million. The remaining portion of the Credit Agreement is available for future capital expenditures, working capital and letter of credit requirements as needed. Under the terms of the Credit Agreement, SCST must maintain several financial covenants including a maximum ratio of total indebtedness to EBITDAR, a minimum interest coverage ratio and a minimum tangible net worth, among others. At March 31, 2003, SCST was in compliance with these covenants.

At March 31, 2003, the former parent company provided on behalf of SCST approximately $4.6 million in outstanding surety bonds. These bonds, issued by insurance companies, serve as collateral support primarily for workers’ compensation programs in states where SCST is self-insured. The price and availability of surety bonds fluctuates over time with general conditions in the insurance market. A lack of availability of surety bonds could result in the need for the former parent company to issue additional letters of credit. At March 31, 2003, the former parent company has provided on behalf of SCST $14.0 million in outstanding letters of credit. Under the terms of the Master Separation and Distribution Agreement, the former parent company will continue to provide SCST with this amount of collateral to support SCST’s various insurance programs. The collateral support by the former parent company is expected to remain in place for at least four years from the spin-off date, but the agreement is not limited to any length of time. However, the agreement does provide for significant increases in the cost to SCST for the collateral support by the former parent company after the end of the fourth year.

Projected net capital expenditures for 2003 are approximately $50 million, an increase from 2002 net capital expenditures of $24.8 million. Net capital expenditures pertain primarily to replacement of revenue equipment at both subsidiaries and additional investments in information technology, land and structures.

The Company believes it has adequate sources of capital to meet short-term and longer-term liquidity and capital expenditure requirements through cash balances, future operating cash flows and availability under its long-term debt facilities. Future operating cash flows are primarily dependent upon the Company’s profitability and working capital requirements. The Company has the ability to adjust its capital expenditures in the event of a shortfall in anticipated operating cash flows.

In accordance with accounting principles generally accepted in the United States, our operating leases are not recorded in our balance sheet; however, the minimum lease payments related to these leases are disclosed in the

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notes to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2002, and in “Contractual Cash Obligations” below.

CONTRACTUAL CASH OBLIGATIONS

The following tables set forth a summary of our contractual cash obligations and other commercial commitments as of March 31, 2003 (in millions):

FORWARD-LOOKING STATEMENTS

Certain statements in this Report, including those contained in “Outlook” and “Financial Condition” are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of SCST. Forward-looking statements include those preceded by, followed by or that include the words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe” and similar words or expressions. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements, because of, among other things, potential risks and uncertainties. These factors include, but are not limited to, general economic conditions; labor relations; governmental regulations; cost and availability of fuel; inclement weather; competitive initiatives and pricing pressures; self insurance claims and other expense volatility; and other financial, operational and legal risks and uncertainties detailed from time to time in other filings with the Securities and Exchange Commission.

As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this Report. We are under no obligation, and we expressly

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disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

SCST is exposed to a variety of market risks, including the effects of interest rates and fuel prices. The detail of SCST’s debt structure is more fully described in the notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002. To mitigate our risk to rising fuel prices, Saia and Jevic each have implemented effective fuel surcharge programs. These programs are well established within the industry and customer acceptance of fuel surcharges remains high. Since the amount of fuel surcharge is based on average national diesel fuel prices and is reset weekly, exposure of SCST to fuel price volatility is significantly reduced.

The following table provides information about SCST third-party financial instruments as of March 31, 2003. The table presents principal cash flows (in millions) and related weighted average interest rates by contractual maturity dates. Weighted average variable rates are based on the prime rate as of March 31, 2003.

Item 4. Controls and Procedures

We maintain a rigorous set of disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our principal executive and financial officers have evaluated our disclosure controls and procedures within 90 days prior to the filing of this Quarterly Report on Form 10-Q and have determined that such disclosure controls and procedures are effective.

Subsequent to our evaluation, there were no significant changes in internal controls or other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings — None

Item 2. Changes in Securities and Use of Proceeds — None

Item 3. Defaults Upon Senior Securities — None

Item 4. Submission of Matters to a Vote of Security Holders —

(a)		On April 23, 2003, SCST held its Annual Meeting of Shareholders
(b)		The following directors were elected for a three year term with the indicated number of votes set forth below:

(c)		The proposal for the adoption of the 2003 Omnibus Incentive Plan was voted on and approved at the meeting by the following vote: For: 10,401,613, Against: 2,696,133, Abstain: 15,169.
(d)		The proposal for the ratification of the appointment of KPMG LLP as Independent Auditors for 2003 was voted on and approved at the meeting by the following vote: For: 13,099,278, Against: 4,207, Abstain: 9,430.

Item 5. Other Information — None

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Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits.

(b)

Reports on Form 8-K.

The registrant filed a current report on Form 8-K dated March 3, 2003 reporting under Item 9 that earnings for the quarter ending March 31, 2003 are expected to be below the $.10 to $.14 per share guidance previously announced on January 24^th.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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CERTIFICATION

I, Herbert A. Trucksess, III, Chairman, President and Chief Executive Officer of SCS Transportation, Inc. (“registrant”), certify that:

1.		I have reviewed this quarterly report on Form 10-Q of the registrant;
2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)		presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)		all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.

The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: April 30, 2003

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CERTIFICATION

I, James J. Bellinghausen, Vice President of Finance and Chief Financial Officer of SCS Transportation, Inc. (“registrant”) certify that:

1.		I have reviewed this quarterly report on Form 10-Q of the registrant;
2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)		presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)		all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.

The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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EXHIBIT INDEX

E-1