TFII 0001564590-22-004119 6-K as filed: Feb 8, 2022

TFI International Inc.

Date: February 7^th, 2022

/s/ Josiane M. Langlois

Name: Josiane M. Langlois

Title: Vice-President, Legal Affairs & Corporate Secretary

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 EPS¹ of $1.57 increased from $0.98

•

Fourth quarter operating income of $215.0 million increased from $117.1 million in Q4 2020

•

Fourth quarter net cash from operating activities of $190.3 million increased from $164.9 million in Q4 2020

•

Full-year diluted EPS of $6.97 up from $3.03 in 2020, while adjusted diluted EPS¹ 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	Quarters ended December 31				Years ended December 31
(in millions of U.S. dollars, except per share data)	2021		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

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) (in thousands of U.S. dollars)	Package and Courier			Less- Than-Truckload			Truckload			Logistics			Corporate			Eliminations			Total
Three months ended December 31, 2021
Revenue before fuel surcharge¹		150,074			822,911			506,432			427,561			—			(18,555	)		1,888,423
% of total revenue²		8	%		44	%		27	%		20	%								99	%
Adjusted EBITDA³		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 assets³		186,116			2,031,994			1,362,007			292,026			88,059			—			3,960,202
Net capital expenditures³		5,926			46,986			15,113			192			20			—			68,237
Three months ended December 31, 2020
Revenue before fuel surcharge¹		154,094			141,081			438,135			322,319			—			(7,482	)		1,048,147
% of total revenue²		15	%		14	%		42	%		29	%								100	%
Adjusted EBITDA³		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 assets³		194,631			404,074			1,193,730			272,592			34,564						2,099,591
Net capital expenditures³		2,533			5,415			22,955			83			225			—			31,211
YTD December 31, 2021
Revenue before fuel surcharge¹		560,147			2,440,640			1,901,157			1,620,926			—			(54,085	)		6,468,785
% of total revenue²		9	%		39	%		30	%		23	%								100	%
Adjusted EBITDA³		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 assets³		186,116			2,031,994			1,362,007			292,026			88,059			—			3,960,202
Net capital expenditures³		14,445			52,703			69,177			316			141			—			136,782
YTD December 31, 2020
Revenue before fuel surcharge¹		481,490			522,851			1,584,837			923,456			—			(28,331	)		3,484,303
% of total revenue²		14	%		15	%		46	%		25	%								100	%
Adjusted EBITDA³		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 assets³		194,631			404,074			1,193,730			272,592			34,564			—			2,099,591
Net capital expenditures³		16,673			11,673			41,781			288			349			—			70,764

¹ Includes intersegment revenue.

²Segment 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.


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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.

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			As at
	December 31, 2021			December 31, 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

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
	Share			Contributed			benefit			hedge			investment			equity			earnings			of the
	capital			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.

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 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 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 EBITDA¹		43,496			29.0	%		35,934			23.3	%		134,845			24.1	%		104,019			21.6	%
Return on invested capital¹					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

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 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 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 EBITDA¹		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 Ratio²		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, average⁴		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 Ratio²		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 capital²		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

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 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 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 EBITDA¹		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 capital¹		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 capital¹		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 capital¹		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

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 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 EBITDA¹		42,465			9.9	%		35,809			11.1	%		169,005			10.4	%		113,885			12.3	%
Return on invested capital¹					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) (in thousands of U.S. dollars, except per share data)	Three months ended December 31						Years ended 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 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) (in thousands of U.S. dollars)	Three months ended December 31						Years ended 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) (in thousands of U.S. dollars)	Three months ended December 31						Years ended 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) (in thousands of U.S. dollars)	Three months ended December 31						Years ended 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	%


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Earnings Press Release

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

(unaudited) (in thousands of U.S. dollars)	Three months ended December 31						Years ended 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	%


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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) (in thousands of U.S. dollars)	Three months ended December 31						Years ended 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) (in thousands of U.S. dollars)	Three months ended December 31						Years ended 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) (in thousands of U.S. dollars)	Three months ended December 31						Years ended 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) (in thousands of U.S. dollars)	Package and Courier		Less- 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) (in thousands of U.S. dollars)	Package and Courier			Less- 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

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.


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Earnings Press Release

Return on invested capital segment reconciliation:

(unaudited) (in thousands of U.S. dollars)	As at 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) (in thousands of U.S. dollars)	As at 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	%


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EXHIBIT NUMBER		EXHIBIT DESCRIPTION

99.1		News release