6-K

TFI International Inc. (TFII)

6-K 2022-02-08 For: 2022-02-07
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2022

Commission File No. 001-39224

TFI INTERNATIONAL INC.

(Translation of registrant’s name into English)

8801 Trans-Canada Highway, Suite 500

Saint-Laurent, Québec

H4S 1Z6 Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☐            Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

EXHIBIT INDEX

EXHIBIT<br><br><br>NUMBER EXHIBIT DESCRIPTION
99.1 News release

SIGNATURES

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.

TFI International Inc.
Date: February 7^th^, 2022 By: /s/ Josiane M. Langlois
Name: Josiane M. Langlois
Title:   Vice-President, Legal Affairs & Corporate Secretary

tfii-ex991_7.htm

Earnings Press Release

Exhibit 99.1

For Immediate Release

TFI International Announces 2021 Fourth Quarter and Full-Year Results

Fourth quarter diluted EPS of $1.52 up from $0.91 in Q4 2020, while adjusted diluted EPS^1^ of $1.57 increased from $0.98
Fourth quarter operating income of $215.0 million increased from $117.1 million in Q4 2020
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Fourth quarter net cash from operating activities of $190.3 million increased from $164.9 million in Q4 2020
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Full-year diluted EPS of $6.97 up from $3.03 in 2020, while adjusted diluted EPS^1^ of $5.23 increased from $3.30
--- ---

Montreal, Quebec, February 7, 2022 – TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced its results for the fourth quarter and full year ended December 31, 2021.

“TFI International completed a highly successful year that featured our transformational acquisition of UPS Ground Freight, which is already helping to drive our robust financial results reported today.  During the fourth quarter, our operating income grew 84% and our adjusted diluted EPS grew 60%,” said Alain Bédard, Chairman, President and Chief Executive Officer.  “It is gratifying to see all our business segments delivering year-over-year growth in revenues and operating income, on the tremendous efforts of our thousands of talented team members.  By focusing through the pandemic on our longstanding operating principles that emphasize efficiency, strong cash flow, and the strategic allocation of capital, we have entered the new year stronger than ever.  I am therefore confident that regardless of operating conditions, our proven approach to the business and the synergies still to come from our rebranded TForce Freight position us well over the long term, for additional growth, superior customer service, and the continued creation of shareholder value.”

SELECTED FINANCIAL DATA AND HIGHLIGHTS (UNAUDITED)

Financial highlights Years ended<br><br><br>December 31
(in millions of U.S. dollars, except per share data) 2020 2021* 2020
Total revenue 2,140.9 1,122.0 7,220.4 3,781.1
Revenue before fuel surcharge 1,888.4 1,048.1 6,468.8 3,484.3
Adjusted EBITDA1 318.5 193.5 1,076.5 699.6
Operating income 215.0 117.1 889.2 416.6
Net cash from operating activities 190.3 164.9 855.4 610.9
Net income 144.1 86.3 664.4 275.7
EPS - diluted () 1.52 0.91 6.97 3.03
Adjusted net income1 148.6 93.4 498.3 299.8
Adjusted EPS - diluted1 () 1.57 0.98 5.23 3.30
Weighted average number of shares ('000s) 92,669 93,374 93,054 89,113

All values are in US Dollars.

The year end December 31, 2021 balances include an adjustment to the bargain purchase gain of $69.4 millon applied retrospectively to the second quarter of 2021, the quarter of the business acquisition, as a result of new information becoming available since the preliminary purchase price allocation was performed. .

^1^ This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS and Other Financial Measures” section below.

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Earnings Press Release

FOURTH QUARTER RESULTS

Total revenue of $2.14 billion was up 91% and, revenue before fuel surcharge of $1.89 billion was up 80% compared to the prior year period.

Operating income grew 84% to $215.0 million from $117.1 million the prior year period, primarily driven by acquisitions, strong execution across the organization, increased quality of revenue, an asset-right approach, and cost efficiencies.

Net income grew 67% to $144.1 million from $86.3 million the prior year period, and net income of $1.52 per diluted share was up relative to $0.91 the prior year period.  Adjusted net income, a non-IFRS measure, was $148.6 million, or $1.57 per diluted share, as compared to $93.4 million, or $0.98 per diluted share, the prior year period.

Total revenue grew for all segments relative to the prior year period with increases of 6% for Package and Courier, 509% for Less-Than-Truckload, 22% for Truckload and 35% for Logistics. Operating income was also higher across all segments in the fourth quarter in comparison to the prior-year.

FULL-YEAR RESULTS

Total revenue was $7.22 billion for 2021 versus $3.78 billion in 2020.  Revenue before fuel surcharge of $6.47 billion was up 86% compared to the prior year.

Operating income totalled $889.2 million, or 14% of revenue before fuel surcharge, an increase of 113% compared to $416.6 million and 12% of revenue before fuel surcharge in the prior year. The increase is mainly attributable to the contributions from acquisitions, including a bargain purchase gain of $193.5 million, and despite a decrease in the Canadian Emergency Wage Subsidy of $40.0 million and an expense recognized on the mark-to-market of the DSUs of $22.9 million.

Net income was $664.4 million, or $6.97 per diluted share, compared to $275.7 million, or $3.03 per diluted share a year earlier.  Adjusted net income and Adjusted EPS, non-IFRS measures, were $498.3 million, or $5.23 per diluted share, compared to $299.8 million, or $3.30 per diluted share the prior year period.

During 2021, total revenue grew 21% for Package and Courier, 378% for Less-Than-Truckload, 24% for Truckload and 76% for Logistics relative to the prior year.  Operating income was up 38% for Package and Courier, 449% for Less-Than-Truckload, 12% for Truckload and 69% for Logistics.

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Earnings Press Release

SEGMENTED RESULTS

To facilitate the comparison of business level activity and operating costs between periods, the Company compares the revenue before fuel surcharge (“revenue”) and reallocates the fuel surcharge revenue to materials and services expenses within operating expenses. Note that “Total revenue” is not affected by this reallocation.

Selected segmented financial information

(unaudited)<br><br><br>(in thousands of U.S. dollars) Package<br><br><br>and<br><br><br>Courier Less-<br><br><br>Than-Truckload Truckload Logistics Corporate Eliminations Total
Three months ended December 31, 2021
Revenue before fuel surcharge^1^ 150,074 822,911 506,432 427,561 (18,555 ) 1,888,423
% of total revenue^2^ 8 % 44 % 27 % 20 % 99 %
Adjusted EBITDA^3^ 43,496 141,189 111,848 42,465 (20,532 ) 318,466
Adjusted EBITDA margin^3,4^ 29.0 % 17.2 % 22.1 % 9.9 % 16.9 %
Operating income (loss) 36,713 103,449 61,803 32,869 (19,855 ) 214,979
Operating margin^3,4^ 24.5 % 12.6 % 12.2 % 7.7 % 11.4 %
Total assets less intangible assets^3^ 186,116 2,031,994 1,362,007 292,026 88,059 3,960,202
Net capital expenditures^3^ 5,926 46,986 15,113 192 20 68,237
Three months ended December 31, 2020
Revenue before fuel surcharge^1^ 154,094 141,081 438,135 322,319 (7,482 ) 1,048,147
% of total revenue^2^ 15 % 14 % 42 % 29 % 100 %
Adjusted EBITDA^3^ 35,934 37,084 101,383 35,809 (16,672 ) 193,538
Adjusted EBITDA margin^3,4^ 23.3 % 26.3 % 23.1 % 11.1 % 18.5 %
Operating income (loss) 29,401 24,464 53,604 26,462 (16,809 ) 117,122
Operating margin^3,4^ 19.1 % 17.3 % 12.2 % 8.2 % 11.2 %
Total assets less intangible assets^3^ 194,631 404,074 1,193,730 272,592 34,564 2,099,591
Net capital expenditures^3^ 2,533 5,415 22,955 83 225 31,211
YTD December 31, 2021
Revenue before fuel surcharge^1^ 560,147 2,440,640 1,901,157 1,620,926 (54,085 ) 6,468,785
% of total revenue^2^ 9 % 39 % 30 % 23 % 100 %
Adjusted EBITDA^3^ 134,845 415,641 431,181 169,005 (74,193 ) 1,076,479
Adjusted EBITDA margin^3,4^ 24.1 % 17.0 % 22.7 % 10.4 % 16.6 %
Operating income (loss) 108,440 482,754 230,189 142,794 (74,992 ) 889,185
Operating margin^3,4^ 19.4 % 19.8 % 12.1 % 8.8 % 13.7 %
Total assets less intangible assets^3^ 186,116 2,031,994 1,362,007 292,026 88,059 3,960,202
Net capital expenditures^3^ 14,445 52,703 69,177 316 141 136,782
YTD December 31, 2020
Revenue before fuel surcharge^1^ 481,490 522,851 1,584,837 923,456 (28,331 ) 3,484,303
% of total revenue^2^ 14 % 15 % 46 % 25 % 100 %
Adjusted EBITDA^3^ 104,019 138,361 383,155 113,885 (39,831 ) 699,589
Adjusted EBITDA margin^3,4^ 21.6 % 26.5 % 24.2 % 12.3 % 20.1 %
Operating income (loss) 78,753 87,950 206,346 84,459 (40,941 ) 416,567
Operating margin^3,4^ 16.4 % 16.8 % 13.0 % 9.1 % 12.0 %
Total assets less intangible assets^3^ 194,631 404,074 1,193,730 272,592 34,564 2,099,591
Net capital expenditures^3^ 16,673 11,673 41,781 288 349 70,764

^1^ Includes intersegment revenue.

^2^Segment revenue including fuel and intersegment revenue to consolidated revenue including fuel and intersegment revenue.

^3^ This is a non-IFRS measure. For a reconciliation, refer to the “Non-IFRS and Other Financial Measures” section below.

^4^ As a percentage of revenue before fuel surcharge.

CASH FLOW

Net cash from operating activities was $855.4 million during 2021 compared to $610.9 million the prior year. The 40% increase was due to stronger operating performance and contributions from acquisitions. The Company returned $283.5 million to shareholders during the year, of which $85.4 million was through dividends and $198.2 million was through share repurchases.

On December 16, 2021, the Board of Directors of TFI International declared a quarterly dividend of US $0.27 per outstanding common share payable on January 17, 2022, representing a 17% increase over the US $0.23 quarterly dividend declared in Q4 2020.

3

Earnings Press Release

LIQUIDITY

The Company has an unsecured term loan of $324.4 million recognized as a current liability as it matures in less than a year. The Company has adequate available liquidty through its revolving credit facilities, $797.9 million as at December 31, 2021, to repay the unsecured term loan.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s 2021 annual report will include management’s first required assessment of the effectiveness of internal control over financial reporting and the registered public accounting firm’s attestation report, each in accordance with Section 404 of the Sarbanes-Oxley Act.  To date, the Company has identified a number of deficiencies in the design, operation, and documentation of various internal controls, primarily in the areas of information general technology controls and the order-to-cash process.  These deficiencies, along with the effectiveness of various compensating controls, are being assessed.  Management has not yet concluded whether any specific deficiencies, or the aggregation of deficiencies, will result in a material weakness in internal control over financial reporting.  If management concludes that one or more material weaknesses exists, the independent registered accounting firm will issue an adverse opinion on such controls as well.  The assessment of management and the attestation of the independent registered accounting firm on internal controls over financial reporting will be contained in the Company’s annual report.

CONFERENCE CALL

TFI International will host a conference call on Tuesday, February 8, 2022 at 8:30 a.m. Eastern Time to discuss these results.

Interested parties can join the call by dialing 1-888-440-2069. A recording of the call will be available until midnight, March

8, 2022, by dialing 1-800-770-2030 or 647-362-9199 and entering passcode 4012037.

ABOUT TFI INTERNATIONAL

TFI International Inc. is a North American leader in the transportation and logistics industry, operating across the United States, Canada and Mexico through its subsidiaries. TFI International creates value for shareholders by identifying strategic acquisitions and managing a growing network of wholly-owned operating subsidiaries. Under the TFI International umbrella, companies benefit from financial and operational resources to build their businesses and increase their efficiency. TFI International companies service the following segments:

Package and Courier;
Less-Than-Truckload;
--- ---
Truckload;
--- ---
Logistics.
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TFI International Inc. is publicly traded on the New York Stock Exchange and the Toronto Stock Exchange under symbol TFII. For more information, visit www.tfiintl.com.

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Earnings Press Release

FORWARD-LOOKING STATEMENTS

The Company may make statements in this report that reflect its current expectations regarding future results of operations, performance and achievements. These are “forward-looking” statements and reflect management’s current beliefs. They are based on information currently available to management. Words such as “may”, “might”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, “to its knowledge”, “could”, “design”, “forecast”, “goal”, “hope”, “intend”, “likely”, “predict”, “project”, “seek”, “should”, “target”, “will”, “would” or “continue” and words and expressions of similar import are intended to identify these forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected.

The Company wishes to caution readers not to place undue reliance on any forward-looking statements which reference issues only as of the date made. The following important factors could cause the Company’s actual financial performance to differ materially from that expressed in any forward-looking statement: the highly competitive market conditions, the Company’s ability to recruit, train and retain qualified drivers, fuel price variations and the Company’s ability to recover these costs from its customers, foreign currency fluctuations, the impact of environmental standards and regulations, changes in governmental regulations applicable to the Company’s operations, adverse weather conditions, accidents, the market for used equipment, changes in interest rates, cost of liability insurance coverage, downturns in general economic conditions affecting the Company and its customers, credit market liquidity, and the Company’s ability to identify, negotiate, consummate, and successfully integrate acquisitions. . In addition, any material weaknesses in internal control over financial reporting that are identified, and the cost of remediation of any such material weakness and any other control deficiencies, may have adverse effects on the Company and impact future results.  See “Risks and Uncertainties” at the end of the 2021 Q3 MD&A.

The foregoing list should not be construed as exhaustive, and the Company disclaims any subsequent obligation to revise or update any previously made forward-looking statements unless required to do so by applicable securities laws. Unanticipated events are likely to occur. Readers should also refer to the section “Risks and Uncertainties” at the end of the 2021 Q3 MD&A for additional information on risk factors and other events that are not within the Company’s control. The Company’s future financial and operating results may fluctuate as a result of these and other risk factors.

NON-IFRS FINANCIAL MEASURES

This press release includes references to certain non-IFRS financial measures as described below. These non-IFRS measures do not have any standardized meanings prescribed by International Financial Reporting Standards as issued by the international Accounting Standards Board (IFRS) and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, they should not be considered in isolation, in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. The terms and definitions of the non-IFRS measures used in this press release and a reconciliation of each non-IFRS measure to the most directly comparable IFRS measure are provided in the exhibits.

For further information:

Alain Bédard

Chairman, President and CEO

TFI International Inc.

(647) 729-4079

abedard@tfiintl.com

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Earnings Press Release

TFI International Inc.UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

December 31, 2021 AND 2020

(in thousands of U.S. dollars) As at
December 31,<br><br><br>2020*
Assets
Cash and cash equivalents 19,292 4,297
Trade and other receivables 1,056,023 597,873
Inventoried supplies 24,402 8,761
Current taxes recoverable 6,080 7,606
Prepaid expenses 54,518 29,904
Assets held for sale 1,943 4,331
Current assets 1,162,258 652,772
Property and equipment 2,331,874 1,074,428
Right-of-use assets 398,533 337,285
Intangible assets 1,792,921 1,747,663
Other assets 37,842 23,899
Deferred tax assets 29,695 11,207
Non-current assets 4,590,865 3,194,482
Total assets 5,753,123 3,847,254
Liabilities
Trade and other payables 861,362 468,238
Current taxes payable 16,250 33,220
Provisions 39,012 17,452
Other financial liabilities 10,566 4,031
Long-term debt 363,586 42,997
Lease liabilities 115,344 88,522
Current liabilities 1,406,120 654,460
Long-term debt 1,244,508 829,547
Lease liabilities 313,862 267,464
Employee benefits 68,037 15,502
Provisions 83,630 36,803
Other financial liabilities 8,033 22,699
Deferred tax liabilities 408,622 232,167
Non-current liabilities 2,126,692 1,404,182
Total liabilities 3,532,812 2,058,642
Equity
Share capital 1,133,181 1,120,049
Contributed surplus 39,150 19,783
Accumulated other comprehensive income (144,665 ) (154,723 )
Retained earnings 1,192,645 803,503
Equity attributable to owners of the Company 2,220,311 1,788,612
Contingencies, letters of credit and other commitments
Subsequent events
Total liabilities and equity 5,753,123 3,847,254
* Recasted for change in accounting policy following the 2021 IFRS Interpretation Committee’s agenda decision on Configuration or Customization Cost in a Cloud Computing Arrangement (IAS 38 Intangible Assets). The result was a decrease in intangible assets of 2,110, a decrease in deferred tax liabilities of 545, and a decrease in retained earnings of 1,565

All values are in US Dollars. ">

TFI International Inc.UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

Years ended December 31, 2021 and 2020

(In thousands of U.S. dollars, except per share amounts)
2021 2020
Revenue 6,468,785 3,484,303
Fuel surcharge 751,644 296,831
Total revenue 7,220,429 3,781,134
Materials and services expenses 3,815,453 2,051,835
Personnel expenses 1,974,081 888,185
Other operating expenses 380,342 150,572
Depreciation of property and equipment 225,007 170,520
Depreciation of right-of-use assets 112,782 80,496
Amortization of intangible assets 55,243 48,213
Gain on sale of business - (306 )
Bargain purchase gain (193,549 ) (4,008 )
Gain on sale of rolling stock and equipment (24,644 ) (7,888 )
Gain on derecognition of right-of-use assets (1,282 ) (1,159 )
Loss on sale of land and buildings 19 6
Gain on sale of assets held for sale (12,209 ) (11,899 )
Loss on disposal of intangible assets 1 -
Total operating expenses 6,331,244 3,364,567
Operating income 889,185 416,567
Finance (income) costs
Finance income (5,127 ) (2,776 )
Finance costs 78,145 56,686
Net finance costs 73,018 53,910
Income before income tax 816,167 362,657
Income tax expense 151,806 86,982
Net income for the year attributable to owners of the Company 664,361 275,675
Earnings per share attributable to owners of the Company
Basic earnings per share 7.14 3.09
Diluted earnings per share 6.97 3.03

">

TFI International Inc. UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years ended December 31, 2021 and 2020

(In thousands of U.S. dollars)
2021 2020
Net income for the year attributable to owners of the Company 664,361 275,675
Other comprehensive income (loss)
Items that may be reclassified to income or loss in future years:
Foreign currency translation differences 12,960 21,182
Net investment hedge, net of tax (15,542 ) (2,010 )
Changes in fair value of cash flow hedge, net of tax - (487 )
Employee benefits, net of tax 87 (10 )
Items that may never be reclassified to income:
Defined benefit plan remeasurement, net of tax (4,128 ) (1,623 )
Items directly reclassified to retained earnings:
Unrealized gain on investments in equity securities measured at fair value
through OCI, net of tax 24,147 -
Other comprehensive income for the year, net of tax 17,524 17,052
Total comprehensive income for the year attributable to owners of the Company 681,885 292,727

">

TFI International Inc.UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY

Years Ended December 31, 2021 and 2020

(In thousands of U.S. dollars) Accumulated
foreign Accumulated
Accumulated currency unrealized
unrealized translation gain (loss) Total equity
loss on Accumulated differences on invest- attributable
employee cash flow and net ments in Retained to owners
Contributed benefit hedge investment equity earnings of the
surplus plans gain (loss) hedge securities (deficit) Company
Balance as at December 31, 2020* 1,120,049 19,783 (379 ) - (154,344 ) - 803,503 1,788,612
Net income for the year - - - - - - 664,361 664,361
Other comprehensive income (loss) for the year, net of tax - - 87 - (2,582 ) 24,147 (4,128 ) 17,524
Realized gain (loss) on equity securities - - - - - (11,594 ) 11,594 -
Total comprehensive income (loss) for the year - - 87 - (2,582 ) 12,553 671,827 681,885
Share-based payment transactions, net of tax - 27,577 - - - - - 27,577
Stock options exercised, net of tax 26,324 (3,266 ) - - - - - 23,058
Dividends to owners of the Company - - - - - - (89,121 ) (89,121 )
Repurchase of own shares (23,449 ) - - - - - (174,704 ) (198,153 )
Net settlement of restricted share units, net of tax 10,257 (4,944 ) - - - - (18,860 ) (13,547 )
Total transactions with owners, recorded directly in equity 13,132 19,367 - - - - (282,685 ) (250,186 )
Balance as at December 31, 2021 1,133,181 39,150 (292 ) - (156,926 ) 12,553 1,192,645 2,220,311
Balance as at December 31, 2019* 678,915 19,549 (369 ) 487 (173,516 ) - 632,661 1,157,727
Net income for the year - - - - - - 275,675 275,675
Other comprehensive income (loss) for the year, net of tax - - (10 ) (487 ) 19,172 - (1,623 ) 17,052
Total comprehensive income (loss) for the year - - (10 ) (487 ) 19,172 - 274,052 292,727
Share-based payment transactions - 7,046 - - - - - 7,046
Stock options exercised 25,915 (4,554 ) - - - - - 21,361
Issuance of shares, net of expenses 425,350 - - - - - - 425,350
Dividends to owners of the Company - - - - - - (72,735 ) (72,735 )
Repurchase of own shares (12,025 ) - - - - - (25,996 ) (38,021 )
Net settlement of restricted share units 1,894 (2,258 ) - - - - (4,479 ) (4,843 )
Total transactions with owners, recorded directly in equity 441,134 234 - - - - (103,210 ) 338,158
Balance as at December 31, 2020* 1,120,049 19,783 (379 ) - (154,344 ) - 803,503 1,788,612
* Recasted for change in accounting policy following the 2021 IFRS Interpretation Committee’s agenda decision on Configuration or Customization Cost in a Cloud Computing Arrangement (IAS 38 Intangible Assets). The result was a decrease in intangible assets of 2,110, a decrease in deferred tax liabilities of 545, and a decrease in retained earnings of 1,565 reflected in the closing balances of December 31, 2019.

All values are in US Dollars. ">

TFI International Inc.UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2021 and 2020

(In thousands of U.S. dollars)
2021 2020
Cash flows from operating activities
Net income for the year 664,361 275,675
Adjustments for:
Depreciation of property and equipment 225,007 170,520
Depreciation of right-of-use assets 112,782 80,496
Amortization of intangible assets 55,243 48,213
Share-based payment transactions 15,424 7,046
Net finance costs 73,018 53,910
Income tax expense 151,806 86,982
Gain on sale of business - (306 )
Bargain purchase gain (193,549 ) (4,008 )
Gain on sale of property and equipment (24,625 ) (7,882 )
Gain on derecognition of right-of-use assets (1,282 ) (1,159 )
Gain on sale of assets held for sale (12,209 ) (11,899 )
Loss on disposal of intangible assets 1 -
Employee benefits (20,193 ) (1,656 )
Provisions net of payments 21,890 7,930
1,067,674 703,862
Net change in non-cash operating working capital 41,940 33,661
Cash generated from operating activities before the following 1,109,614 737,523
Interest paid (65,453 ) (50,366 )
Income tax paid (188,810 ) (73,256 )
Settlement of derivative contract - (3,039 )
Net cash from operating activities 855,351 610,862
Cash flows used in investing activities
Purchases of property and equipment (268,656 ) (142,710 )
Proceeds from sale of property and equipment 92,842 52,116
Proceeds from sale of assets held for sale 19,869 24,480
Purchases of intangible assets (7,143 ) (1,665 )
Proceeds from sale of business - 2,351
Business combinations, net of cash acquired (1,008,131 ) (327,650 )
Purchases of investments (35,913 ) (7,446 )
Proceeds from sale of investments 40,686 -
Proceeds from collection of promissory note - 18,892
Others 3,789 3,151
Net cash used in investing activities (1,162,657 ) (378,481 )
Cash flows from (used in) financing activities
Decrease in bank indebtedness (7,173 ) (2,231 )
Proceeds from long-term debt 661,039 33,175
Repayment of long-term debt (43,868 ) (191,221 )
Net increase (decrease) in revolving facilities 118,859 (326,201 )
Repayment of lease liabilities (115,336 ) (82,587 )
(Decrease) increase in other financial liabilities (11,216 ) 4,738
Dividends paid (85,386 ) (67,604 )
Repurchase of own shares (198,153 ) (38,021 )
Proceeds from exercise of stock options 20,114 21,361
Repurchase of own shares for restricted  share unit settlement (16,579 ) (4,843 )
Proceeds from the issuance of common shares, net of expenses - 425,350
Net cash from (used in) financing activities 322,301 (228,084 )
Net change in cash and cash equivalents 14,995 4,297
Cash and cash equivalents, beginning of year 4,297 -
Cash and cash equivalents, end of year 19,292 4,297

">

SEGMENT INFORMATION

Geographical information (Unaudited)

Revenue is attributed to geographical locations based on the origin of service’s location.

Package Less-
and Than-
Courier Truckload Truckload Logistics Eliminations Total
2021
Canada 641,449 576,311 912,166 269,568 (31,193 ) 2,368,301
United States - 2,239,079 1,250,586 1,370,843 (30,041 ) 4,830,467
Mexico - - - 21,661 - 21,661
Total 641,449 2,815,390 2,162,752 1,662,072 (61,234 ) 7,220,429
2020
Canada 529,155 517,199 725,347 239,413 (26,019 ) 1,985,095
United States - 72,036 1,023,012 686,811 (4,726 ) 1,777,133
Mexico - - - 18,906 - 18,906
Total 529,155 589,235 1,748,359 945,130 (30,745 ) 3,781,134

Package and Courier

(unaudited) Three months ended December 31 Years ended December 31
(in thousands of U.S. dollars) 2021 % 2020 % 2021 % 2020 %
Total revenue 177,368 167,555 641,449 529,155
Fuel surcharge (27,294 ) (13,461 ) (81,302 ) (47,665 )
Revenue 150,074 100.0 % 154,094 100.0 % 560,147 100.0 % 481,490 100.0 %
Materials and services expenses (net of fuel<br><br><br>surcharge) 60,636 40.4 % 72,115 46.8 % 243,786 43.5 % 220,741 45.8 %
Personnel expenses 39,060 26.0 % 39,821 25.8 % 154,820 27.6 % 133,552 27.7 %
Other operating expenses 6,905 4.6 % 6,234 4.0 % 26,762 4.8 % 23,145 4.8 %
Depreciation of property and equipment 3,297 2.2 % 3,168 2.1 % 12,392 2.2 % 11,539 2.4 %
Depreciation of right-of-use assets 3,300 2.2 % 3,210 2.1 % 13,109 2.3 % 12,871 2.7 %
Amortization of intangible assets 186 0.1 % 248 0.2 % 903 0.2 % 947 0.2 %
(Gain) loss on sale of rolling stock and equipment (23 ) -0.0 % (10 ) -0.0 % (59 ) -0.0 % 43 0.0 %
Gain on derecognition of right-of-use assets - - 0 0.0 % (7 ) -0.0 % (10 ) -0.0 %
Gain on sale of land and buildings and assets<br><br><br>held for sale - - (93 ) -0.1 % - (91 ) -0.0 %
Loss on disposal of intangible assets - - - 1 0.0 % -
Operating income 36,713 24.5 % 29,401 19.1 % 108,440 19.4 % 78,753 16.4 %
Adjusted EBITDA^1^ 43,496 29.0 % 35,934 23.3 % 134,845 24.1 % 104,019 21.6 %
Return on invested capital^1^ 25.3 % 18.2 %

^1^ This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS and Other Financial Measures” section below.

Operational data
(unaudited) Three months ended December 31 Years ended December 31
(Revenue in U.S. dollars) 2021 2020 Variance % 2021 2020 Variance %
Revenue per pound (including fuel) $ 0.43 $ 0.40 $ 0.03 7.5 % $ 0.44 $ 0.36 $ 0.08 21.6 %
Revenue per pound (excluding fuel) $ 0.36 $ 0.36 $ $ 0.39 $ 0.33 $ 0.06 16.7 %
Revenue per shipment (excluding fuel) $ 6.11 $ 5.88 $ 0.23 3.9 % $ 6.21 $ 5.67 $ 0.53 9.4 %
Tonnage (in thousands of metric tons) 187 192 (5 ) -2.6 % 656 658 (2 ) -0.3 %
Shipments (in thousands) 24,581 26,185 (1,604 ) -6.1 % 90,257 84,854 5,403 6.4 %
Average weight per shipment (in lbs.) 16.77 16.16 0.61 3.8 % 16.03 17.09 (1.06 ) -6.2 %
Vehicle count, average 1,139 1,008 131 13.0 % 1,069 1,023 46 4.5 %
Weekly revenue per vehicle (incl. fuel, in thousands of U.S. dollars) $ 11.98 $ 12.79 $ (0.81 ) -6.2 % $ 11.54 $ 9.95 $ 1.59 16.0 %
6
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Earnings Press Release

Less-Than-Truckload

(unaudited) Three months ended December 31 Years ended December 31
(in thousands of U.S. dollars) 2021 % 2020 % 2021 % 2020 %
Total revenue 959,546 157,628 2,815,390 589,235
Fuel surcharge (136,635 ) (16,547 ) (374,750 ) (66,384 )
Revenue 822,911 100.0 % 141,081 100.0 % 2,440,640 100.0 % 522,851 100.0 %
Materials and services expenses (net of fuel<br><br><br>surcharge) 274,166 33.3 % 67,140 47.6 % 848,273 34.8 % 252,334 48.3 %
Personnel expenses 348,237 42.3 % 33,338 23.6 % 1,022,214 41.9 % 116,257 22.2 %
Other operating expenses 60,196 7.3 % 3,587 2.5 % 155,992 6.4 % 16,593 3.2 %
Depreciation of property and equipment 25,846 3.1 % 4,886 3.5 % 73,242 3.0 % 19,407 3.7 %
Depreciation of right-of-use assets 9,398 1.1 % 5,546 3.9 % 33,050 1.4 % 22,555 4.3 %
Amortization of intangible assets 2,495 0.3 % 2,179 1.5 % 9,768 0.4 % 8,392 1.6 %
Bargain Purchase Gain 0.0 % 0.0 % (181,549 ) -7.4 % 0.0 %
Gain on sale of rolling stock and equipment (842 ) -0.1 % (62 ) -0.0 % (907 ) -0.0 % (519 ) -0.1 %
Gain on derecognition of right-of-use assets (35 ) -0.0 % (6 ) -0.0 % (573 ) -0.0 % (175 ) -0.0 %
(Gain) loss on sale of land and buildings and assets<br><br><br>held for sale 1 0.0 % 9 0.0 % (1,624 ) -0.1 % 57 0.0 %
Operating income 103,449 12.6 % 24,464 17.3 % 482,754 19.8 % 87,950 16.8 %
Adjusted EBITDA^1^ 141,189 17.2 % 37,084 26.3 % 415,641 17.0 % 138,361 26.5 %

^1^ This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS and Other Financial Measures” section below.

Operational data
(unaudited) Three months ended December 31 Years ended December 31
(Revenue in U.S. dollars) 2021 2020 Variance % 2021 2020 Variance %
U.S. LTL
Revenue (in thousands of dollars)^1^ 568,761 625 568,136 NM 1,586,228 2,692 1,583,537 NM
Adjusted Operating Ratio^2^ 89.4 % 87.7 % 90.1 % 88.2 %
Revenue per hundredweight (excluding fuel)^1^ $ 29.20 - $ 29.20 $ 28.52 - $ 28.52
Revenue per shipment (excluding fuel)^1^ $ 310.97 - $ 310.97 $ 299.91 - $ 299.91
Tonnage (in thousands of tons)^1^ 974 - 974 2,781 - 2,781
Shipments (in thousands)^1^ 1,829 - 1,829 5,289 - 5,289
Average weight per shipment (in lbs)^1^ 1,065 - 1,065 1,052 - 1,052
Average length of haul (in miles)^1^ 1,110 - 1,110 1,089 - 1,089
Vehicle count, average^4^ 4,583 8 4,575 NM 4,866 8 4,858 NM
Return on invested capital^2,3^ - -
Canadian LTL
Revenue (in thousands of dollars) 144,697 141,081 3,616 2.6 % 556,891 522,842 34,049 6.5 %
Adjusted Operating Ratio^2^ 78.3 % 82.7 % 79.9 % 83.2 %
Revenue per hundredweight (excluding fuel) $ 11.13 $ 10.15 $ 0.98 9.7 % $ 10.80 $ 9.77 $ 1.03 10.5 %
Revenue per shipment (excluding fuel) $ 223.30 $ 215.72 $ 7.58 3.5 % $ 222.40 $ 213.06 $ 9.34 4.4 %
Tonnage (in thousands of tons) 650 695 (45 ) -6.5 % 2,579 2,675 (96 ) -3.6 %
Shipments (in thousands) 648 654 (6 ) -0.9 % 2,504 2,454 50 2.0 %
Average weight per shipment (in lbs) 2,006 2,125 (119 ) -5.6 % 2,060 2,180 (120 ) -5.5 %
Average length of haul (in miles) 791 811 (20 ) -2.5 % 773 818 (45 ) -5.5 %
Vehicle count, average 810 894 (84 ) -9.4 % 837 910 (73 ) -8.0 %
Return on invested capital^2^ 17.8 % 13.6 %
^1^ Operational statistics exclude figures from Ground Freight Pricing (“GFP”).
^2^  This is a non-IFRS measure. For a reconciliation please refer to the “Non-IFRS and Other Financial Measures” section below.
^3^ The Return on invested capital for the U.S. LTL is not disclosed as complete annual information is not yet available.
^4^  The vehicle count, average for the year ended December 31, 2021 was adjusted to calculate the average since the acquisition of UPS Freight on April 30, 2021.
7
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Earnings Press Release

Truckload

(unaudited) Three months ended December 31 Years ended December 31
(in thousands of U.S. dollars) 2021 % 2020 % 2021 % 2020 %
Total revenue 584,009 477,262 2,162,752 1,748,359
Fuel surcharge (77,577 ) (39,127 ) (261,595 ) (163,522 )
Revenue 506,432 100.0 % 438,135 100.0 % 1,901,157 100.0 % 1,584,837 100.0 %
Materials and services expenses (net of fuel<br><br><br>surcharge) 221,538 43.7 % 188,660 43.1 % 823,645 43.3 % 654,220 41.3 %
Personnel expenses 160,351 31.7 % 135,911 31.0 % 604,041 31.8 % 503,242 31.8 %
Other operating expenses 19,193 3.8 % 14,323 3.3 % 66,468 3.5 % 52,337 3.3 %
Depreciation of property and equipment 35,652 7.0 % 34,986 8.0 % 137,301 7.2 % 136,859 8.6 %
Depreciation of right-of-use assets 15,087 3.0 % 10,055 2.3 % 52,680 2.8 % 32,229 2.0 %
Amortization of intangible assets 5,960 1.2 % 5,171 1.2 % 21,580 1.1 % 19,891 1.3 %
Gain on sale of business 0.0 % (306 ) -0.1 % 0.0 % (306 ) -0.0 %
Gain on sale of rolling stock and equipment (6,338 ) -1.3 % (2,129 ) -0.5 % (23,747 ) -1.2 % (7,785 ) -0.5 %
Gain on derecognition of right-of-use assets (160 ) -0.0 % (13 ) -0.0 % (431 ) -0.0 % (332 ) -0.0 %
Gain on sale of land and buildings and assets held for<br><br><br>sale (6,649 ) -1.3 % (2,127 ) -0.5 % (10,569 ) -0.6 % (11,864 ) -0.7 %
Gain on disposal of intangible assets (5 ) -0.0 % - 0.0 % -
Operating income 61,803 12.2 % 53,604 12.2 % 230,189 12.1 % 206,346 13.0 %
Adjusted EBITDA^1^ 111,848 22.1 % 101,383 23.1 % 431,181 22.7 % 383,155 24.2 %

^1^ This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS and Other Financial Measures” section below

Operational data Three months ended December 31 Years ended December 31
(unaudited) 2021 2020 Variance % 2021 2020 Variance %
U.S. based Conventional TL
Revenue (in thousands of U.S. dollars) 186,988 161,476 25,512 15.8 % 734,027 632,590 101,437 16.0 %
Adjusted operating ratio 95.5 % 91.5 % 93.3 % 92.0 %
Total mileage (in thousands) 83,335 86,427 (3,092 ) -3.6 % 348,870 349,349 (479 ) -0.1 %
Tractor count, average 3,447 2,932 515 17.6 % 3,294 2,949 345 11.7 %
Trailer count, average 11,984 11,005 979 8.9 % 11,751 10,938 813 7.4 %
Tractor age 3.1 2.2 0.9 42.7 % 3.1 2.2 0.1 42.7 %
Trailer age 7.9 6.6 1.3 19.7 % 7.9 6.6 1.3 19.7 %
Number of owner operators, average 391 560 (169 ) -30.1 % 468 509 (42 ) -8.1 %
Return on invested capital^1^ 5.3 % 5.3 %
Canadian based Conventional TL
Revenue (in thousands of U.S. dollars) 73,786 58,497 15,288 26.1 % 250,177 206,418 43,759 21.2 %
Adjusted operating ratio 88.4 % 85.2 % 87.9 % 86.3 %
Total mileage (in thousands) 26,467 23,095 3,372 14.6 % 92,236 89,212 3,024 3.4 %
Tractor count, average 728 623 105 16.9 % 640 606 34 5.5 %
Trailer count, average 3,401 2,809 592 21.1 % 2,884 2,796 88 3.1 %
Tractor age 4.1 2.5 1.6 64.5 % 4.1 2.5 1.6 64.5 %
Trailer age 7.5 5.9 1.6 27.4 % 7.5 5.9 1.6 27.4 %
Number of owner operators, average 324 314 10 3.3 % 306 302 4 1.5 %
Return on invested capital^1^ 10.9 % 11.4 %
Specialized TL
Revenue (in thousands of U.S. dollars) 247,641 219,093 28,549 13.0 % 923,683 749,655 174,028 23.2 %
Adjusted operating ratio 84.6 % 86.9 % 84.8 % 84.6 %
Tractor count, average 2,356 2,314 43 1.8 % 2,329 2,096 233 11.1 %
Trailer count, average 7,029 6,619 410 6.2 % 6,773 6,251 522 8.3 %
Tractor age 4.0 4.0 (0.0 ) -0.8 % 4.0 4.0 (0.0 ) -0.8 %
Trailer age 12.7 12.9 (0.2 ) -1.9 % 12.7 12.9 (0.2 ) -1.9 %
Number of owner operators, average 1,168 1,132 36 3.2 % 1,114 1,115 (1 ) -0.1 %
Return on invested capital^1^ 11.2 % 9.9 %
^1^ This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS and Other Financial Measures” section below.
8
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Earnings Press Release

Logistics

(unaudited) Three months ended December 31 Years ended December 31
(in thousands of U.S. dollars) 2021 % 2020 % 2021 % 2020 %
Total revenue 441,086 327,689 1,662,072 945,130
Fuel surcharge (13,525 ) (5,370 ) (41,146 ) (21,674 )
Revenue 427,561 100.0 % 322,319 100.0 % 1,620,926 100.0 % 923,456 100.0 %
Materials and services expenses (net of fuel<br><br><br>surcharge) 323,164 75.6 % 241,798 75.0 % 1,223,846 75.5 % 668,225 72.4 %
Personnel expenses 29,419 6.9 % 24,381 7.6 % 116,523 7.2 % 93,579 10.1 %
Other operating expenses 32,443 7.6 % 19,983 6.2 % 111,742 6.9 % 48,012 5.2 %
Depreciation of property and equipment 375 0.1 % 596 0.2 % 1,581 0.1 % 2,336 0.3 %
Depreciation of right-of-use assets 3,442 0.8 % 3,138 1.0 % 13,943 0.9 % 13,204 1.4 %
Amortization of intangible assets 5,776 1.4 % 5,608 1.7 % 22,684 1.4 % 17,889 1.9 %
Bargain purchase gain (12,000 ) -0.7 % (4,008 ) -0.4 %
Loss on sale of rolling stock and equipment 70 0.0 % 368 0.1 % 70 0.0 % 373 0.0 %
Gain on derecognition of right-of-use assets (20 ) -0.0 % (260 ) -0.0 % (618 ) -0.1 %
Loss on sale of land and building 3 0.0 % 5 0.0 % 3 0.0 % 5 0.0 %
Operating income 32,869 7.7 % 26,462 8.2 % 142,794 8.8 % 84,459 9.1 %
Adjusted EBITDA^1^ 42,465 9.9 % 35,809 11.1 % 169,005 10.4 % 113,885 12.3 %
Return on invested capital^1^ 19.9 % 15.3 %

^1^ This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS and Other Financial Measures” section below.

NON-IFRS AND OTHER FINANCIAL MEASURES

Financial data have been prepared in conformity with IFRS, including the following measures:

Operating expenses: Operating expenses include: a) materials and services expenses, which are primarily costs related to independent contractors and vehicle operation; vehicle operation expenses, which primarily include fuel, repairs and maintenance, vehicle leasing costs, insurance, permits and operating supplies; b) personnel expenses; c) other operating expenses, which are primarily composed of costs related to offices’ and terminals’ rent, taxes, heating, telecommunications, maintenance and security and other general administrative expenses; d) depreciation of property and equipment, depreciation of right-of-use assets, amortization of intangible assets and gain or loss on the sale of rolling stock and equipment, on derecognition of right-of use assets, on sale of business and on sale of land and buildings and assets held for sale; e) bargain purchase gain; and f) impairment of intangible assets.

Operating income (loss): Net income or loss before finance income and costs and income tax expense, as stated in the consolidated financial statements.

This press release includes references to certain non-IFRS financial measures as described below. These non-IFRS financial measures are not standardized financial measures under IFRS used to prepare the financial statements of the Company to which the measures relates and might not be comparable to similar financial measures disclosed by other issuers. Accordingly, they should not be considered in isolation, in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. The terms and definitions of non-IFRS measures used in this press release and a reconciliation of each non-IFRS measure to the most directly comparable IFRS measure are provided below.

Adjusted net income: Net income or loss excluding amortization of intangible assets related to business acquisitions, net change in the fair value and accretion expense of contingent considerations, net change in the fair value of derivatives, net foreign exchange gain or loss, impairment of intangible assets, bargain purchase gain, gain or loss on sale of land and buildings, assets held for sale and sale of business, gain or loss on the disposal of intangible assets and U.S. Tax Reform. In presenting an adjusted net income and adjusted EPS, the Company’s intent is to help provide an understanding of what would have been the net income and earnings per share in a context of significant business combinations and excluding specific impacts and to reflect earnings from a strictly operating perspective. The amortization of intangible assets related to business acquisitions comprises amortization expense of customer relationships, trademarks and non-compete agreements accounted for in business combinations and the income tax effects related to this amortization. Management also believes, in excluding amortization of intangible assets related to business acquisitions, it provides more information on the amortization of intangible asset expense portion, net of tax, that will not have to be replaced to preserve the Company’s ability to generate similar future cash flows. The Company excludes these items because they affect the comparability of its financial results and could potentially distort the analysis of trends in its business performance. Excluding these items does not imply they are necessarily non-recurring.

9

Earnings Press Release

Adjusted net income reconciliation:

(unaudited)<br><br><br>(in thousands of U.S. dollars, except per share data) Three months ended<br><br><br>December 31 Years ended<br><br><br>December 31
2021 2020 2021 2020
Net income 144,139 86,328 664,361 275,675
Amortization of intangible assets related to business acquisitions 13,127 13,786 50,498 47,623
Net change in fair value and accretion expense of contingent<br><br><br>considerations 1,571 141 1,932 224
Net change in fair value of derivatives (488 ) (488 )
Net foreign exchange (gain) loss (939 ) 373 (1,471 ) (1,237 )
Gain on sale of business (306 ) (306 )
Bargain purchase gain (193,549 ) (4,008 )
Gain on sale of land and buildings and assets held for sale (6,645 ) (2,206 ) (12,190 ) (11,893 )
(Gain) loss on disposal of intangible assets (5 ) 1
U.S. Tax Reform (1,072 ) 4,451
Tax impact of adjustments (2,628 ) (3,199 ) (11,234 ) (10,278 )
Adjusted net income 148,620 93,357 498,348 299,763
Adjusted EPS – basic 1.60 1.00 5.36 3.36
Adjusted EPS – diluted 1.57 0.98 5.23 3.30

Adjusted earnings per share (adjusted “EPS”) - basic: Adjusted net income divided by the weighted average number of common shares.

Adjusted EPS - diluted: Adjusted net income divided by the weighted average number of diluted common shares.

Adjusted EBITDA: Net income or loss before finance income and costs, income tax expense, depreciation, amortization, impairment of intangible assets, bargain purchase gain, gain or loss on sale of land and buildings, assets held for sale and sale of business, and gain or loss on dispospal of intangible assets. Management believes adjusted EBITDA to be a useful supplemental measure. Adjusted EBITDA is provided to assist in determining the ability of the Company to assess its performance.

Segmented adjusted EBITDA refers to operating income (loss) before depreciation, amortization, impairment of intangible assets, bargain purchase gain, gain or loss on sale of business, land and buildings, and assets held for sale and gain or loss on dispospal of intangible assets. Management believes adjusted EBITDA to be a useful supplemental measure. Adjusted EBITDA is provided to assist in determining the ability of the Company to assess its performance.

Consolidated adjusted EBITDA reconciliation:

(unaudited)<br><br><br>(in thousands of U.S. dollars) Three months ended<br><br><br>December 31 Years ended<br><br><br>December 31
2021 2020 2021 2020
Net income 144,139 86,328 664,361 275,675
Net finance costs 21,441 15,382 73,018 53,910
Income tax expense 49,399 15,412 151,806 86,982
Depreciation of property and equipment 65,294 43,753 225,007 170,520
Depreciation of right-of-use assets 31,190 21,618 112,782 80,496
Amortization of intangible assets 13,653 13,557 55,243 48,213
Gain on sale of business (306 ) (306 )
Bargain purchase gain (193,549 ) (4,008 )
Loss on sale of land and buildings 9 5 19 6
Gain loss on sale of assets held for sale (6,654 ) (2,211 ) (12,209 ) (11,899 )
Loss on sale of intangible assets (5 ) 1
Adjusted EBITDA 318,466 193,538 1,076,479 699,589
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Earnings Press Release

Segmented adjusted EBITDA reconciliation:

(unaudited)<br><br><br>(in thousands of U.S. dollars) Three months ended<br><br><br>December 31 Years ended<br><br><br>December 31
2021 2020 2021 2020
Package and Courier
Operating income 36,713 29,401 108,440 78,753
Depreciation and amortization 6,783 6,626 26,404 25,357
Gain on sale of land and buildings (1 )
Gain on sale of assets held for sale (92 ) (91 )
Loss on disposal of intangible assets 1
Adjusted EBITDA 43,496 35,934 134,845 104,019
Less-Than-Truckload
Operating income 103,449 24,464 482,754 87,950
Depreciation and amortization 37,739 12,611 116,060 50,354
Bargain purchase gain (181,549 )
Loss on sale of land and buildings 6 1 16 1
(Gain) loss on sale of assets held for sale (5 ) 8 (1,640 ) 56
Adjusted EBITDA 141,189 37,084 415,641 138,361
Truckload
Operating income 61,803 53,604 230,189 206,346
Depreciation and amortization 56,699 50,212 211,561 188,979
Gain on sale of business (306 ) (306 )
Gain on sale of assets held for sale (6,649 ) (2,127 ) (10,569 ) (11,864 )
Gain on disposal of intangible assets (5 )
Adjusted EBITDA 111,848 101,383 431,181 383,155
Logistics
Operating income 32,869 26,462 142,794 84,459
Depreciation and amortization 9,593 9,342 38,208 33,429
Bargain purchase gain (12,000 ) (4,008 )
Loss on sale of land and buildings 3 5 3 5
Adjusted EBITDA 42,465 35,809 169,005 113,885
Corporate
Operating loss (19,855 ) (16,809 ) (74,992 ) (40,941 )
Depreciation and amortization (677 ) 137 799 1,110
Adjusted EBITDA (20,532 ) (16,672 ) (74,193 ) (39,831 )

Adjusted EBITDA margin is calculated as adjusted EBITDA as a percentage of revenue before fuel surcharge.

Operating margin is calculated as operating income (loss) as a percentage of revenue before fuel surcharge.

Adjusted operating ratio: Operating expenses before gain on sale of business, bargain purchase gain, and gain or loss on sale of land and buildings and assets held for sale, and gain or loss on disposal of intangible assets (“Adjusted operating expenses”), net of fuel surcharge revenue, divided by revenue before fuel surcharge. Although the adjusted operating ratio is not a recognized financial measure defined by IFRS, it is a widely recognized measure in the transportation industry, which the Company believes provides a comparable benchmark for evaluating the Company’s performance. Also, to facilitate the comparison of business level activity and operating costs between periods, the Company compares the revenue before fuel surcharge (“revenue”) and reallocates the fuel surcharge revenue to materials and services expenses within operating expenses.

Consolidated adjusted operating ratio reconciliation:

(unaudited)<br><br><br>(in thousands of U.S. dollars) Three months ended<br><br><br>December 31 Years ended<br><br><br>December 31
2021 2020 2021 2020
Operating expenses 1,925,935 1,004,884 6,331,244 3,364,567
Gain on sale of business 306 306
Bargain purchase gain 193,549 4,008
Loss on sale of land and building (9 ) (5 ) (19 ) (6 )
Gain on sale of assets held for sale 6,654 2,211 12,209 11,899
Gain (loss) on disposal of intangible assets 5 (1 )
Adjusted operating expenses 1,932,585 1,007,396 6,536,982 3,380,774
Fuel surcharge revenue (252,491 ) (73,859 ) (751,644 ) (296,831 )
Adjusted operating expenses, net of fuel surcharge revenue 1,680,094 933,537 5,785,338 3,083,943
Revenue before fuel surcharge 1,888,423 1,048,147 6,468,785 3,484,303
Adjusted operating ratio 89.0 % 89.1 % 89.4 % 88.5 %
11
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Earnings Press Release

Less-Than-Truckload and Truckload reportable segments adjusted operating ratio reconciliation and Truckload operating segments reconciliations:

(unaudited)<br><br><br>(in thousands of U.S. dollars) Three months ended<br><br><br>December 31 Years ended<br><br><br>December 31
2021 2020 2021 2020
Less-Than-Truckload
Total revenue 959,546 157,628 2,815,390 589,235
Total operating expenses 856,097 133,164 2,332,636 501,285
Operating income 103,449 24,464 482,754 87,950
Operating expenses 856,097 133,164 2,332,636 501,285
Bargain purchase gain 181,549
Gain (loss) on sale of land and buildings and assets held for sale (1 ) (9 ) 1,624 (57 )
Adjusted operating expenses 856,096 133,155 2,515,809 501,228
Fuel surcharge revenue (136,635 ) (16,547 ) (374,750 ) (66,384 )
Adjusted operating expenses, net of fuel surcharge revenue 719,461 116,608 2,141,059 434,844
Revenue before fuel surcharge 822,911 141,081 2,440,640 522,851
Adjusted operating ratio 87.4 % 82.7 % 87.7 % 83.2 %
Less-Than-Truckload - Revenue before fuel surcharge
U.S. based LTL 680,212 625 1,889,611 2,692
Canadian based LTL 144,697 141,081 556,891 522,842
Eliminations (1,998 ) (625 ) (5,862 ) (2,683 )
822,911 141,081 2,440,640 522,851
Less-Than-Truckload - Fuel surcharge revenue
U.S. based LTL 108,275 - 281,110 -
Canadian based LTL 28,598 16,547 94,166 66,384
Eliminations (238 ) - (526 ) -
136,635 16,547 374,750 66,384
Less-Than-Truckload - Operating income (loss)
U.S. based LTL 72,077 77 369,027 317
Canadian based LTL 31,372 24,387 113,727 87,633
103,449 24,464 482,754 87,950
U.S. based LTL
Operating expenses* 716,410 548 1,801,694 2,375
Bargain purchase gain - - 181,549 -
Loss on sale of land and buildings and assets held for sale (7 ) - (17 ) -
Adjusted operating expenses 716,403 548 1,983,226 2,375
Fuel surcharge revenue (108,275 ) - (281,110 ) -
Adjusted operating expenses, net of fuel surcharge 608,128 548 1,702,116 2,375
Revenue before fuel surcharge 680,212 625 1,889,611 2,692
Adjusted operating ratio 89.4 % 87.7 % 90.1 % 88.2 %
Canadian based LTL
Operating expenses* 141,923 133,241 537,330 501,593
Gain (loss) on sale of land and buildings and assets held for sale 6 (9 ) 1,641 (57 )
Adjusted operating expenses 141,929 133,232 538,971 501,536
Fuel surcharge revenue (28,598 ) (16,547 ) (94,166 ) (66,384 )
Adjusted operating expenses, net of fuel surcharge 113,331 116,685 444,805 435,152
Revenue before fuel surcharge 144,697 141,081 556,891 522,842
Adjusted operating ratio 78.3 % 82.7 % 79.9 % 83.2 %
12
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Earnings Press Release

Less-Than-Truckload and Truckload reportable segments adjusted operating ratio reconciliation and Truckload operating segments reconciliations (continued):

(unaudited)<br><br><br>(in thousands of U.S. dollars) Three months ended<br><br><br>December 31 Years ended<br><br><br>December 31
2021 2020 2021 2020
Truckload
Total revenue 584,009 477,262 2,162,752 1,748,359
Total operating expenses 522,206 423,658 1,932,563 1,542,013
Operating income 61,803 53,604 230,189 206,346
Operating expenses 522,206 423,658 1,932,563 1,542,013
Gain on sale of business 306 306
Gain on sale of land and buildings and assets held for sale 6,649 2,127 10,569 11,864
Adjusted operating expenses 528,855 426,091 1,943,132 1,554,183
Fuel surcharge revenue (77,577 ) (39,127 ) (261,595 ) (163,522 )
Adjusted operating expenses, net of fuel surcharge revenue 451,278 386,964 1,681,537 1,390,661
Revenue before fuel surcharge 506,432 438,135 1,901,157 1,584,837
Adjusted operating ratio 89.1 % 88.3 % 88.4 % 87.7 %
Truckload - Revenue before fuel surcharge
U.S. based Conventional TL 186,988 161,476 734,027 632,590
Canadian based Conventional TL 73,786 58,497 250,177 206,418
Specialized TL 247,641 219,093 923,683 749,655
Eliminations (1,983 ) (931 ) (6,730 ) (3,826 )
506,432 438,135 1,901,157 1,584,837
Truckload - Fuel surcharge revenue
U.S. based Conventional TL 33,864 19,006 122,134 81,222
Canadian based Conventional TL 9,414 4,798 29,043 19,408
Specialized TL 34,485 15,244 110,930 63,018
Eliminations (186 ) 79 (512 ) (126 )
77,577 39,127 261,595 163,522
Truckload - Operating income
U.S. based Conventional TL 15,070 13,722 55,464 51,857
Canadian based Conventional TL 8,565 8,673 30,367 28,337
Specialized TL 38,168 31,209 144,358 126,152
61,803 53,604 230,189 206,346
U.S. based Conventional TL
Operating expenses* 205,782 166,760 800,697 661,955
Gain on sale of land and buildings and assets held for sale 6,643 6,643 1,103
Adjusted operating expenses 212,425 166,760 807,340 663,058
Fuel surcharge revenue (33,864 ) (19,006 ) (122,134 ) (81,222 )
Adjusted operating expenses, net of fuel surcharge revenue 178,561 147,754 685,206 581,836
Revenue before fuel surcharge 186,988 161,476 734,027 632,590
Adjusted operating ratio 95.5 % 91.5 % 93.3 % 92.0 %
Canadian based Conventional TL
Operating expenses* 74,635 54,622 248,853 197,489
Gain on sale of land and buildings and assets held for sale 17
Adjusted operating expenses 74,635 54,622 248,870 197,489
Fuel surcharge revenue (9,414 ) (4,798 ) (29,043 ) (19,408 )
Adjusted operating expenses, net of fuel surcharge revenue 65,221 49,824 219,827 178,081
Revenue before fuel surcharge 73,786 58,497 250,177 206,418
Adjusted operating ratio 88.4 % 85.2 % 87.9 % 86.3 %
Specialized TL
Operating expenses* 243,958 203,128 890,255 686,521
Gain on sale of business 306 306
Gain on sale of assets held for sale 6 2,127 3,909 10,761
Adjusted operating expenses 243,964 205,561 894,164 697,588
Fuel surcharge revenue (34,485 ) (15,244 ) (110,930 ) (63,018 )
Adjusted operating expenses, net of fuel surcharge revenue 209,479 190,317 783,234 634,570
Revenue before fuel surcharge 247,641 219,093 923,683 749,655
Adjusted operating ratio 84.6 % 86.9 % 84.8 % 84.6 %

* Operating expenses excluding intra TL eliminations

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Earnings Press Release

Free cash flow conversion : Adjusted EBITDA less net capital expenditures, divided by the adjusted EBITDA. Management believes that this measure provides a benchmark to evaluate the performance of the Company in regard to its ability to convert its operating profit into free cash flow.

(unaudited)<br><br><br>(in thousands of U.S. dollars) Three months ended<br><br><br>December 31 Years ended<br><br><br>December 31
2021 2020 2021 2020
Net income 144,139 86,328 664,361 275,675
Net finance costs 21,441 15,382 73,018 53,910
Income tax expense 49,399 15,412 151,806 86,982
Depreciation of property and equipment 65,294 43,753 225,007 170,520
Depreciation of right-of-use assets 31,190 21,618 112,782 80,496
Amortization of intangible assets 13,653 13,557 55,243 48,213
Gain on the sale of business (306 ) (306 )
Bargain purchase gain (193,549 ) (4,008 )
Loss on sale of land and buildings 9 5 19 6
Gain on sale of assets held for sale (6,654 ) (2,211 ) (12,209 ) (11,899 )
(Gain) loss on sale of intangible assets (5 ) 1
Adjusted EBITDA 318,466 193,538 1,076,479 699,589
Net capital expenditures (68,237 ) (31,211 ) (136,782 ) (70,764 )
Adjusted EBITDA less net capital expenditures 250,229 162,327 939,697 628,825
Free cash flow conversion 78.6 % 83.9 % 87.3 % 89.9 %

Free cash flow: Net cash from operating activities less additions to property and equipment plus proceeds from sale of property and equipment and assets held for sale. Management believes that this measure provides a benchmark to evaluate the performance of the Company in regard to its ability to meet capital requirements.

(unaudited)<br><br><br>(in thousands of U.S. dollars) Three months ended<br><br><br>December 31 Years ended<br><br><br>December 31
2021 2020 2021 2020
Net cash from operating activities 190,333 164,928 855,351 610,862
Additions to property and equipment (102,595 ) (60,410 ) (267,173 ) (142,814 )
Proceeds from sale of property and equipment 22,508 23,949 92,842 52,116
Proceeds from sale of assets held for sale 10,503 6,248 19,869 24,480
Free cash flow 120,749 134,715 700,889 544,644

Total assets less intangible assets: Management believes that this presents a more useful basis to evaluate the return on the productive assets. The excluded intangibles relate primarily to intangibles assets acquired through business acquisitions.

(unaudited)<br><br><br>(in thousands of U.S. dollars) Package<br><br><br>and<br><br><br>Courier Less-<br><br><br>Than-Truckload Truckload Logistics Corporate Eliminations Total
As at December 31, 2021
Total assets 379,881 2,220,598 2,317,615 746,638 88,391 - 5,753,123
Intangible assets 193,765 188,604 955,608 454,612 332 - 1,792,921
Total assets less intangible assets 186,116 2,031,994 1,362,007 292,026 88,059 - 3,960,202
As at December 31, 2020
Total assets 387,919 593,653 2,100,900 729,690 35,092 - 3,847,254
Intangible assets 193,288 189,579 907,170 457,098 528 - 1,747,663
Total assets less intangible assets 194,631 404,074 1,193,730 272,592 34,564 - 2,099,591

Net capital expenditures: Additions to rolling stock and equipment, net of proceeds from the sale of rolling stock and equipment and assets held for sale excluding property. Management believes that this measure illustrates the recurring net capital expenditures which is required for the respective period.

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Earnings Press Release

(unaudited)<br><br><br>(in thousands of U.S. dollars) Package<br><br><br>and<br><br><br>Courier Less-<br><br><br>Than-Truckload Truckload Logistics Corporate Eliminations Total
Three months ended December 31, 2021
Additions to rolling stock 4,794 47,680 33,394 - - 85,868
Additions to equipment 1,112 1,620 1,801 235 20 4,788
Proceeds from the sale of rolling stock 20 (2,313 ) (20,075 ) (26 ) (22,394 )
Proceeds from the sale of equipment (1 ) (7 ) (17 ) (25 )
Net capital expenditures 5,926 46,986 15,113 192 20 - 68,237
Three months ended ended December 31, 2020
Additions to rolling stock 1,571 6,107 45,008 58 - - 52,744
Additions to equipment 1,014 89 1,211 72 225 - 2,611
Proceeds from the sale of rolling stock (52 ) (781 ) (23,256 ) 11 (24,078 )
Proceeds from the sale of equipment - - (8 ) (58 ) (66 )
Net capital expenditures 2,533 5,415 22,955 83 225 - 31,211
YTD ended December 31, 2021
Additions to rolling stock 11,569 55,087 150,282 142 - 217,080
Additions to equipment 3,125 2,655 6,897 373 141 - 13,191
Proceeds from the sale of rolling stock (246 ) (5,024 ) (87,995 ) (146 ) - (93,411 )
Proceeds from the sale of equipment (3 ) (15 ) (7 ) (53 ) - - (78 )
Net capital expenditures 14,445 52,703 69,177 316 141 - 136,782
YTD ended December 31, 2020
Additions to rolling stock 11,799 13,680 86,950 216 - - 112,645
Additions to equipment 5,382 1,558 3,299 250 349 - 10,838
Proceeds from the sale of rolling stock (504 ) (3,556 ) (48,305 ) (103 ) - (52,468 )
Proceeds from the sale of equipment (4 ) (9 ) (163 ) (75 ) (251 )
Net capital expenditures 16,673 11,673 41,781 288 349 - 70,764

Covenants : The following table indicates the Company’s financial covenants to be maintained under its credit facility. These covenants are measured on a consolidated rolling twelve-month basis and are calculated as prescribed by the credit agreement which, among other things, requires the exclusion of the impact of the new standard IFRS 16 Leases:

Covenants Requirements As at<br><br><br>December 31, 2021
Funded debt-to- EBITDA ratio [ratio of total debt, net of cash, plus letters of credit and some other long-term liabilities to earnings before interest, income tax, depreciation and amortization (“EBITDA”), including last twelve months adjusted EBITDA from business acquisitions] < 3.50 1.51
EBITDAR Coverage Ratio [ratio of EBITDAR (EBITDA before rent and including last twelve months adjusted EBITDAR from business acquisitions) to interest and net rent expenses] > 1.75 5.59

Return on invested capital (“ROIC”): Management believes ROIC at the segment level is a useful measure in the efficiency in the use of capital funds. The Company calculates ROIC as segment operating income net of exclusions, after tax, divided by the segment average invested capital. Operating income net of exclusions, after tax, is calculated as the trailing twelve months of operating income before bargain purchase gain, gain or loss on the sale of land and buildings and assets held for sale, and amortization of intangible assets, after tax using the statutory tax rate of the Company. Average invested capital is calculated as total assets excluding intangibles, net of trade and other payables, income taxes payable and provisions averaged between the beginning and ending balance over a twelve-month period.

15

Earnings Press Release

Return on invested capital segment reconciliation:
(unaudited)<br><br><br>(in thousands of U.S. dollars) As at<br><br><br>December 31
2021 2020
Package and Courier
Operating income 108,440 78,753
(Gain) loss on sale of land and buildings
Gain on sale of assets held for sale (91 )
Amortization of intangible assets 903 947
Operating income, net of exclusions 109,343 79,609
Income tax 26.5 % 26.5 %
Operating income net of exclusions, after tax 80,367 58,513
Intangible assets 193,765 193,288
Total assets, excluding intangible assets 186,116 194,631
less: Trade and other payables, income taxes payable and provisions (65,438 ) (66,793 )
Total invested capital, current year 314,443 321,126
Intangible assets, prior year 193,288 190,135
Total assets, excluding intangible assets, prior year 194,631 180,902
less: Trade and other payables, income taxes payable and provisions, prior year (66,793 ) (49,963 )
Total invested capital, prior year 321,126 321,074
Average invested capital 317,785 321,100
Return on invested capital 25.3 % 18.2 %
Less-Than-Truckload - Canadian based LTL
Operating income 113,727 87,633
Gain on sale of assets held for sale (1,640 ) 56
Amortization of intangible assets 9,004 8,392
Operating income, net of exclusions 121,091 96,081
Income tax 26.5 % 26.5 %
Operating income net of exclusions, after tax 89,002 70,620
Intangible assets 182,084 189,579
Total assets, excluding intangible assets 373,655 403,549
less: Trade and other payables, income taxes payable and provisions (74,241 ) (76,608 )
Total invested capital, current year 481,498 516,520
Intangible assets, prior year 189,579 188,448
Total assets, excluding intangible assets, prior year 403,549 406,488
less: Trade and other payables, income taxes payable and provisions, prior year (76,608 ) (74,156 )
Total invested capital, prior year 516,520 520,780
Average invested capital 499,009 518,650
Return on invested capital 17.8 % 13.6 %
Truckload - U.S. based Conventional TL
Operating income 55,464 51,857
Gain on sale of assets held for sale (6,643 ) (1,103 )
Amortization of intangible assets 7,206 7,067
Operating income, net of exclusions 56,027 57,821
Income tax 26.5 % 26.5 %
Operating income net of exclusions, after tax 41,180 42,498
Intangible assets 311,195 317,145
Total assets, excluding intangible assets 593,049 540,648
less: Trade and other payables, income taxes payable and provisions (117,621 ) (95,275 )
Total invested capital, current year 786,623 762,518
Intangible assets, prior year 317,145 320,425
Total assets, excluding intangible assets, prior year 540,648 578,459
less: Trade and other payables, income taxes payable and provisions, prior year (95,275 ) (67,963 )
Total invested capital, prior year 762,518 830,921
Average invested capital 774,571 796,720
Return on invested capital 5.3 % 5.3 %
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Earnings Press Release

Return on invested capital segment reconciliation (continued):
(unaudited)<br><br><br>(in thousands of U.S. dollars) As at<br><br><br>December 31
2021 2020
Truckload - Canadian based Conventional TL
Operating income 30,367 28,337
Gain on sale of land and buildings (8 )
Gain on sale of assets held for sale (17 )
Amortization of intangible assets 2,124 2,081
Operating income, net of exclusions 32,474 30,410
Income tax 26.5 % 26.5 %
Operating income net of exclusions, after tax 23,868 22,351
Intangible assets 104,947 96,737
Total assets, excluding intangible assets 169,197 121,407
less: Trade and other payables, income taxes payable and provisions (28,473 ) (24,839 )
Total invested capital, current year 245,671 193,305
Intangible assets, prior year 96,737 96,909
Total assets, excluding intangible assets, prior year 121,407 124,428
less: Trade and other payables, income taxes payable and provisions, prior year (24,839 ) (21,569 )
Total invested capital, prior year 193,305 199,768
Average invested capital 219,488 196,537
Return on invested capital 10.9 % 11.4 %
Truckload - Specialized TL
Operating income 144,358 126,152
Gain on sale of land and buildings
Gain on sale of assets held for sale (3,910 ) (13,583 )
Amortization of intangible assets 12,250 10,194
Operating income, net of exclusions 152,698 122,763
Income tax 26.5 % 26.5 %
Operating income net of exclusions, after tax 112,233 90,231
Intangible assets 539,466 493,287
Total assets, excluding intangible assets 599,761 531,677
less: Trade and other payables, income taxes payable and provisions (81,776 ) (83,225 )
Total invested capital, current year 1,057,451 941,739
Intangible assets, prior year 493,287 443,245
Total assets, excluding intangible assets, prior year 531,677 503,682
less: Trade and other payables, income taxes payable and provisions, prior year (83,225 ) (63,649 )
Total invested capital, prior year 941,739 883,278
Average invested capital 999,595 912,509
Return on invested capital 11.2 % 9.9 %
Logistics
Operating income 142,794 84,459
Loss on sale of land and buildings 3 5
Amortization of intangible assets 22,683 17,889
Bargain Purchase gain (12,000 ) (4,008 )
Operating income, net of exclusions 153,480 98,345
Income tax 26.5 % 26.5 %
Operating income net of exclusions, after tax 112,808 72,284
Intangible assets 454,612 457,098
Total assets, excluding intangible assets 292,026 272,592
less: Trade and other payables, income taxes payable and provisions (199,967 ) (144,305 )
Total invested capital, current year 546,671 585,385
Intangible assets, prior year 457,098 262,691
Total assets, excluding intangible assets, prior year 272,592 159,152
less: Trade and other payables, income taxes payable and provisions, prior year (144,305 ) (61,560 )
Total invested capital, prior year 585,385 360,283
Average invested capital 566,028 472,834
Return on invested capital 19.9 % 15.3 %
17
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