Fourth quarter operating income of $198.3 million compares to $216.9 million in the same prior year quarter Fourth quarter net income of $131.4 million compares to $153.5 million in Q4 2022, while adjusted net income1 of $147.0 million compares to $151.8 million in Q4 2022 Fourth quarter diluted earnings per share (diluted “EPS”) of $1.53 compares to $1.74 in Q4 2022, while adjusted diluted EPS1 of $1.71 compares to $1.72 in Q4 2022 Fourth quarter net cash from operating activities grew to $302.6 million, up 22% over the prior year period and free cash flow1 grew to $243.8 million, up 29% over the prior year period The Board of Directors approved a $0.40 quarterly dividend, an increase of 14% MONTREAL, Feb. 08, 2024 (GLOBE NEWSWIRE) -- 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, 2023. All amounts are shown in U.S. dollars. “We generated robust free cash flow during the quarter, bringing our full-year total to more than $9 per share1 and wrapping up 2023 on a favorable note as our team continues to strive for day-to-day efficiencies while delivering superior service. Despite market conditions, during the fourth quarter we were able to grow revenue over the prior year period and deliver adjusted diluted EPS of $1.71. Strategically, we capitalized on our cash flow and strong balance sheet by significantly investing during periods of weaker freight demand, committing $2 billion of capital during 2023 into announced acquisitions and share buybacks,” said Alain Bédard, Chairman, President and Chief Executive Officer. “We’re entering 2024 in an attractive position across all four business segments, with Logistics outperforming the market boosted by our recent successful acquisition of JHT, with Truckload standing to significantly benefit from our Daseke acquisition expected to close in the second quarter, and with the ongoing turnaround at LTL a top priority. This involves a renewed focus on LTL growth and quality of revenue through improved service, as evidenced by our latest cargo claims ratio of only 0.5% for US LTL, down from 1.5% a year earlier, and our second-to-none Canadian LTL cargo claims ratio of 0.1%. Looking ahead, while continuing our sharp focus on day-to-day operations, we can also seek highly strategic investment opportunities while returning excess cash to shareholders, consistent with our Board’s recently approved 14% increase to our quarterly dividend.” SELECTED FINANCIAL DATA AND HIGHLIGHTS (UNAUDITED) Financial highlights Three-months ended December 31 Years ended December 31 (in millions of U.S. dollars, except per share data) 2023 2022 2023 2022 Total revenue 1,968.7 1,956.7 7,521.2 8,812.5 Revenue before fuel surcharge 1,674.1 1,616.5 6,416.9 7,357.1 Adjusted EBITDA1 320.9 305.0 1,187.9 1,425.0 Operating income 198.3 216.9 757.6 1,146.0 Net cash from operating activities 302.6 248.3 1,013.8 971.6 Net income 131.4 153.5 504.9 823.2 EPS - diluted ($) 1.53 1.74 5.80 9.02 Adjusted net income1 147.0 151.8 538.3 731.7 Adjusted EPS - diluted1 ($) 1.71 1.72 6.18 8.02 Weighted average number of shares ('000s) 85,082 86,670 85,908 89,360 1 This is a non-IFRS measure. For a reconciliation, refer to the "Non-IFRS and Other Financial Measures" section below. FOURTH QUARTER RESULTS Total revenue of $1.97 billion compared to $1.96 billion in the prior year period and revenue before fuel surcharge of $1.67 billion compared to $1.62 billion in the prior year period. The increase is primarily due to contributions from business acquisitions offset by reduced volumes driven by weaker end market demand. Operating income of $198.3 million compared to $216.9 million the prior year period. The decrease is primarily attributable to the decline in revenues as a result of weaker market demand in the quarter and the impact of a decrease in gains from assets held for sale of $23.0 million, partially offset by contributions from business acquisitions of $24.1 million. Net income of $131.4 million compares to $153.5 million in the prior year period, and net income of $1.53 per diluted share compared to $1.74 in the prior year period. Adjusted net income, a non-IFRS measure, was $147.0 million, or $1.71 per diluted share, compared to $151.8 million, or $1.72 per diluted share, the prior year period. Total revenue declined for three segments relative to the prior year period with decreases of 9% for Package and Courier, 6% for Less-Than-Truckload, and 5% for Truckload, while total revenue for Logistics increased 28%. Operating income declined for Package and Courier by 8%, for Less-Than-Truckload by 19%, and for Truckload by 29% and increased for Logistics by 60% in the fourth quarter in comparison to the prior-year. Operating income in the Truckload segment decreased due to a $16.0 million gain on the sale of assets held for sale being recognized in the same prior year period, while operating income in the logistics segment increased primarily through business acquisitions. FULL-YEAR RESULTS Total revenue was $7.52 billion for 2023 versus $8.81 billion in 2022. Revenue before fuel surcharge of $6.42 billion compared to $7.36 billion the prior year. The decrease is primarily due to weaker market demand and the sale of CFI in 2022 resulting in a decrease of $333.3 million. Operating income totaled $757.6 million compared to $1,146.0 million. The decrease is mainly attributable to the weaker market demand referenced above, a gain on sale of business of $73.7 million in 2022, as well as $107.3 million less gains from the sale of rolling stock, equipment, and assets held for sale and the 2022 sale of CFI which contributed $46.1 million in 2022. Net income was $504.9 million, or $5.80 per diluted share, compared to $823.2 million, or $9.02 per diluted share a year earlier. Adjusted net income and adjusted diluted EPS, non-IFRS measures, were $538.3 million, or $6.18 per diluted share, compared to $731.7 million, or $8.02 per diluted share the prior year. During 2023, total revenue declined 10% for Package and Courier, 16% for Less-Than-Truckload, 21% for Truckload and 4% for Logistics relative to the prior year. Operating income was down 15% for Package and Courier, 34% for Less-Than-Truckload, 35% for Truckload, and up 14% for Logistics. 1 This is a non-IFRS measure. For a reconciliation, refer to the "Non-IFRS and Other Financial Measures" section below. 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, 2023 Revenue before fuel surcharge1 122,033 695,930 399,277 471,638 — (14,764 ) 1,674,114 % of total revenue2 8 % 43 % 24 % 25 % 100 % Adjusted EBITDA3 40,939 125,064 98,770 69,230 (13,065 ) — 320,938 Adjusted EBITDA margin3,4 33.5 % 18.0 % 24.7 % 14.7 % 19.2 % Operating income (loss) 34,711 71,447 50,657 54,654 (13,212 ) — 198,257 Operating margin3,4 28.4 % 10.3 % 12.7 % 11.6 % 11.8 % Total assets less intangible assets3 175,336 2,134,895 1,146,497 357,251 450,340 — 4,264,319 Net capital expenditures3 9,572 37,380 4,725 1,792 129 — 53,598 Three months ended December 31, 2022 Revenue before fuel surcharge1 129,074 720,783 403,351 375,968 — (12,681 ) 1,616,495 % of total revenue2 9 % 46 % 25 % 20 % 100 % Adjusted EBITDA3 43,935 126,307 104,007 43,473 (12,766 ) — 304,956 Adjusted EBITDA margin3,4 34.0 % 17.5 % 25.8 % 11.6 % 18.9 % Operating income (loss) 37,563 88,240 71,842 34,204 (14,989 ) — 216,860 Operating margin3,4 29.1 % 12.2 % 17.8 % 9.1 % 13.4 % Total assets less intangible assets3 182,605 2,107,874 1,085,629 263,017 274,595 3,913,720 Net capital expenditures3 6,045 57,273 14,248 131 58 — 77,755 Year ended December 31, 2023 Revenue before fuel surcharge1 461,930 2,777,309 1,625,592 1,604,878 — (52,823 ) 6,416,886 % of total revenue2 8 % 44 % 26 % 22 % 100 % Adjusted EBITDA3 139,437 473,602 428,203 207,800 (61,102 ) — 1,187,940 Adjusted EBITDA margin3,4 30.2 % 17.1 % 26.3 % 12.9 % 18.5 % Operating income (loss) 114,360 310,429 237,393 160,112 (64,659 ) — 757,635 Operating margin3,4 24.8 % 11.2 % 14.6 % 10.0 % 11.8 % Total assets less intangible assets3 175,336 2,134,895 1,146,497 357,251 450,340 — 4,264,319 Net capital expenditures3 19,935 154,832 29,098 3,725 238 — 207,828 Year ended December 31, 2022 Revenue before fuel surcharge1 498,972 3,243,557 1,986,331 1,689,122 — (60,918 ) 7,357,064 % of total revenue2 7 % 45 % 28 % 20 % 100 % Adjusted EBITDA3 160,838 567,759 557,058 178,690 (39,321 ) — 1,425,024 Adjusted EBITDA margin3,4 32.2 % 17.5 % 28.0 % 10.6 % 19.4 % Operating income 134,306 470,807 366,868 140,446 33,611 — 1,146,038 Operating margin3,4 26.9 % 14.5 % 18.5 % 8.3 % 15.6 % Total assets less intangible assets3 182,605 2,107,874 1,085,629 263,017 274,595 — 3,913,720 Net capital expenditures3 10,636 132,814 31,658 676 170 — 175,954 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 AND CAPITAL DEPLOYMENT Net cash flow from operating activities was $1,013.8 million during 2023 compared to $971.6 million the prior year. The 4% increase was due to stronger working capital conversion. The Company returned $409.1 million to shareholders during the year, of which $121.1 million was through dividends and $288.0 million was through share repurchases. In addition, the Company deployed $628.7 million for business combinations and announced another $1.1 billion expected to be closed in the second quarter of 2024. On December 15, 2023, the Board of Directors of TFI International declared a quarterly dividend of $0.40 per outstanding common share paid on January 15, 2024, representing a 14% increase over the $0.35 quarterly dividend declared in Q4 2022. CONFERENCE CALL TFI International will host a conference call on Friday, February 9, 2024 at 8:30 a.m. Eastern Time to discuss these results. Interested parties can join the call by dialing 1-877-704-4453 or 1-201-389-0920. A recording of the call will be available until 11:59 p.m Eastern, Friday, February 23, 2024 by dialing 1-844-512-2921 or 1-412-317-6671 by entering passcode 13743370. ABOUT TFI INTERNATIONAL TFI International Inc. is a North American leader in the transportation and logistics industry, operating across the United States and Canada 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. 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. 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 2023 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 (IASB) 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 [email protected] TFI International Inc. UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION DECEMBER 31, 2023 AND 2022 (in thousands of U.S. dollars) As at As at December 31, 2023 December 31, 2022 Assets Cash and cash equivalents 335,556 147,117 Trade and other receivables 894,771 1,030,726 Inventoried supplies 23,964 24,181 Current taxes recoverable 23,637 12,788 Prepaid expenses 56,269 38,501 Assets held for sale 1,802 10,250 Current assets 1,335,999 1,263,563 Property and equipment 2,415,472 2,131,955 Right-of-use assets 425,630 381,640 Intangible assets 2,019,301 1,592,110 Investments 50,209 85,964 Employee benefits - 4,359 Other assets 16,394 19,192 Deferred tax assets 20,615 27,047 Non-current assets 4,947,621 4,242,267 Total assets 6,283,620 5,505,830 Liabilities Trade and other payables 671,936 708,768 Current taxes payable 2,442 41,714 Provisions 66,565 43,903 Other financial liabilities 23,420 19,275 Long-term debt 174,351 37,087 Lease liabilities 127,397 115,934 Current liabilities 1,066,111 966,681 Long-term debt 1,709,831 1,278,670 Lease liabilities 332,761 297,105 Employee benefits 53,231 - Provisions 93,335 131,736 Other financial liabilities 3,699 382 Deferred tax liabilities 433,242 368,186 Non-current liabilities 2,626,099 2,076,079 Total liabilities 3,692,210 3,042,760 Equity Share capital 1,107,290 1,089,229 Contributed surplus 37,684 41,491 Accumulated other comprehensive loss (200,539 ) (233,321 ) Retained earnings 1,646,975 1,565,671 Total equity 2,591,410 2,463,070 Contingencies, letters of credit and other commitments Subsequent events Total liabilities and equity 6,283,620 5,505,830 ** The Company's financial reporting framework is IFRS as issued by the IASB. TFI International Inc. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022 (In thousands of U.S. dollars, except per share amounts) 2023 2022 Revenue 6,416,886 7,357,064 Fuel surcharge 1,104,281 1,455,427 Total revenue 7,521,167 8,812,491 Materials and services expenses 3,805,846 4,592,191 Personnel expenses 2,109,622 2,362,856 Other operating expenses 434,751 492,291 Depreciation of property and equipment 249,835 248,638 Depreciation of right-of-use assets 132,112 126,276 Amortization of intangible assets 60,028 55,679 Loss (gain) on sale of business 3,011 (73,653 ) Gain on sale of rolling stock and equipment (15,510 ) (59,661 ) Gain on derecognition of right-of-use assets (1,482 ) (210 ) Loss (gain) on sale of land and buildings 40 (43 ) Gain, net of impairment, on sale of assets held for sale (14,721 ) (77,911 ) Total operating expenses 6,763,532 7,666,453 Operating income 757,635 1,146,038 Finance (income) costs Finance income (8,612 ) (1,750 ) Finance costs 89,483 82,147 Net finance costs 80,871 80,397 Income before income tax 676,764 1,065,641 Income tax expense 171,887 242,409 Net income 504,877 823,232 Earnings per share Basic earnings per share 5.88 9.21 Diluted earnings per share 5.80 9.02 TFI International Inc. UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022 (In thousands of U.S. dollars) 2023 2022 Net income 504,877 823,232 Other comprehensive income (loss) Items that may be reclassified to income or loss in future years: Foreign currency translation differences (881 ) (10,148 ) Net investment hedge, net of tax 39,705 (72,046 ) Employee benefits, net of tax - 292 Items that may never be reclassified to income: Defined benefit plan remeasurement, net of tax 2,016 63,508 Items directly reclassified to retained earnings: Unrealized gain (loss) on investments in equity securities measured at fair value through OCI, net of tax 7,281 (5,495 ) Other comprehensive income (loss), net of tax 48,121 (23,889 ) Total comprehensive income 552,998 799,343 TFI International Inc. UNAUDITEDCONSOLIDATED STATEMENTS OF EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022 (In thousands of U.S. dollars) Accumulated foreign Accumulated Accumulated currency unrealized unrealized translation gain (loss) Total equity loss on differences on invest- attributable employee and net ments in Retained to owners Share Contributed benefit investment equity earnings of the capital surplus plans hedge securities (deficit) Company Balance as at December 31, 2022 1,089,229 41,491 - (239,120 ) 5,799 1,565,671 2,463,070 Net income - - - - - 504,877 504,877 Other comprehensive income, net of tax - - - 38,824 7,281 2,016 48,121 Realized (loss) gain on equity securities - - - - (13,323 ) 13,323 - Total comprehensive (loss) income - - - 38,824 (6,042 ) 520,216 552,998 Share-based payment transactions, net of tax - 21,424 - - - - 21,424 Stock options exercised, net of tax 17,179 (4,402 ) - - - - 12,777 Dividends to owners of the Company - - - - - (124,254 ) (124,254 ) Repurchase of own shares (28,303 ) - - - - (259,721 ) (288,024 ) Net settlement of restricted share units and performance share units, net of tax 29,185 (20,829 ) - - - (54,937 ) (46,581 ) Total transactions with owners, recorded directly in equity 18,061 (3,807 ) - - - (438,912 ) (424,658 ) Balance as at December 31, 2023 1,107,290 37,684 - (200,296 ) (243 ) 1,646,975 2,591,410 Balance as at December 31, 2021 1,133,181 39,150 (292 ) (156,926 ) 12,553 1,282,689 2,310,355 Net income - - - - - 823,232 823,232 Other comprehensive income (loss), net of tax - - 292 (82,194 ) (5,495 ) 63,508 (23,889 ) Realized (loss) gain on equity securities - - - - (1,259 ) 1,259 - Total comprehensive income (loss) - - 292 (82,194 ) (6,754 ) 887,999 799,343 Share-based payment transactions, net of tax - 16,298 - - - - 16,298 Stock options exercised, net of tax 22,800 (6,298 ) - - - - 16,502 Issuance of shares, net of expenses - - - - - - - Dividends to owners of the Company - - - - - (102,615 ) (102,615 ) Repurchase of own shares (68,536 ) - - - - (499,447 ) (567,983 ) Net settlement of restricted share units, net of tax 1,784 (7,659 ) - - - (2,955 ) (8,830 ) Total transactions with owners, recorded directly in equity (43,952 ) 2,341 - - - (605,017 ) (646,628 ) Balance as at December 31, 2022 1,089,229 41,491 - (239,120 ) 5,799 1,565,671 2,463,070 TFI International Inc. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022 (In thousands of U.S. dollars) 2023 2022 Cash flows from operating activities Net income 504,877 823,232 Adjustments for: Depreciation of property and equipment 249,835 248,638 Depreciation of right-of-use assets 132,112 126,276 Amortization of intangible assets 60,028 55,679 Share-based payment transactions 13,451 14,648 Net finance costs 80,871 80,397 Income tax expense 171,887 242,409 Loss (gain) on sale of business 3,011 (73,653 ) Gain on sale of property and equipment (15,470 ) (59,704 ) Gain on derecognition of right-of-use assets (1,482 ) (210 ) Gain, net of impairment, on sale of assets held for sale (14,721 ) (77,911 ) Employee benefits 60,212 14,946 Provisions, net of payments (33,696 ) 26,044 Net change in non-cash operating working capital 106,631 (147,453 ) Interest paid (70,354 ) (77,512 ) Income tax paid (233,353 ) (224,181 ) Net cash from operating activities 1,013,839 971,645 Cash flows (used in) from investing activities Purchases of property and equipment (361,563 ) (350,824 ) Proceeds from sale of property and equipment 73,339 128,821 Proceeds from sale of assets held for sale 50,280 131,250 Purchases of intangible assets (2,758 ) (6,120 ) Proceeds from sale of intangible assets - 250 Proceeds from sale of business, net of cash disposed - 546,228 Business combinations, net of cash acquired (628,701 ) (158,251 ) Purchases of investments (41,719 ) (80,551 ) Proceeds from sale of investments 89,225 12,930 Others 24,565 (311 ) Net cash (used in) from investing activities (797,332 ) 223,422 Cash flows used in financing activities Net (decrease) increase in bank indebtedness (6,337 ) 7,490 Proceeds from long-term debt 575,000 334,164 Repayment of long-term debt (41,371 ) (369,692 ) Net increase (decrease) in revolving facilities 25,242 (236,502 ) Repayment of lease liabilities (128,107 ) (123,606 ) Decrease of other financial liabilities (9,572 ) (21,108 ) Dividends paid (121,095 ) (97,321 ) Repurchase of own shares (288,024 ) (567,983 ) Proceeds from exercise of stock options 12,777 16,502 Share repurchase for settlement of restricted share units and performance share units (46,581 ) (9,186 ) Net cash used in financing activities (28,068 ) (1,067,242 ) Net change in cash and cash equivalents 188,439 127,825 Cash and cash equivalents, beginning of year 147,117 19,292 Cash and cash equivalents, end of year 335,556 147,117 SEGMENT INFORMATION Geographical information (Unaudited) Total revenue is attributed to geographical locations based on the origin of service’s location. Package Less- and Than- Courier Truckload Truckload Logistics Eliminations Total 2023 Canada 583,198 608,545 1,139,272 271,136 (34,915 ) 2,567,236 United States - 2,760,022 796,766 1,425,880 (28,737 ) 4,953,931 Total 583,198 3,368,567 1,936,038 1,697,016 (63,652 ) 7,521,167 2022 Canada 650,844 667,506 1,182,198 256,714 (34,202 ) 2,723,060 United States - 3,355,657 1,268,840 1,488,941 (41,632 ) 6,071,806 Mexico - - - 17,625 - 17,625 Total 650,844 4,023,163 2,451,038 1,763,280 (75,834 ) 8,812,491 Package and Courier (unaudited) Three months ended December 31 Years ended December 31 (in thousands of U.S. dollars) 2023 % 2022 % 2023 % 2022 % Total revenue 156,198 172,381 583,198 650,844 Fuel surcharge (34,165 ) (43,307 ) (121,268 ) (151,872 ) Revenue 122,033 100.0 % 129,074 100.0 % 461,930 100.0 % 498,972 100.0 % Materials and services expenses (net of fuel surcharge) 41,104 33.7 % 42,784 33.1 % 163,960 35.5 % 167,725 33.6 % Personnel expenses 33,695 27.6 % 35,877 27.8 % 133,504 28.9 % 144,650 29.0 % Other operating expenses 6,403 5.2 % 6,667 5.2 % 26,374 5.7 % 26,845 5.4 % Depreciation of property and equipment 2,969 2.4 % 3,080 2.4 % 11,789 2.6 % 12,863 2.6 % Depreciation of right-of-use assets 3,103 2.5 % 3,135 2.4 % 12,654 2.7 % 13,024 2.6 % Amortization of intangible assets 156 0.1 % 157 0.1 % 627 0.1 % 645 0.1 % Gain on sale of rolling stock and equipment (106 ) -0.1 % (189 ) -0.1 % (510 ) -0.1 % (1,087 ) -0.2 % (Gain) loss on derecognition of right-of-use assets (2 ) -0.0 % - - (835 ) -0.2 % 1 0.0 % Loss on sale of land and buildings and assets held for sale - - - - 7 0.0 % — 0.0 % Operating income 34,711 28.4 % 37,563 29.1 % 114,360 24.8 % 134,306 26.9 % Adjusted EBITDA1 40,939 33.5 % 43,935 34.0 % 139,437 30.2 % 160,838 32.2 % Return on invested capital1 28.1 % 32.5 % 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) 2023 2022 Variance % 2023 2022 Variance % Revenue per pound (including fuel) $ 0.48 $ 0.47 $ 0.01 -2.1 % $ 0.47 $ 0.48 $ (0.01 ) -2.1 % Revenue per pound (excluding fuel) $ 0.37 $ 0.35 $ 0.02 5.7 % $ 0.37 $ 0.37 $ — — Revenue per package (including fuel) $ 7.03 $ 7.46 $ (0.43 ) -5.8 % $ 7.27 $ 7.66 $ (0.39 ) -5.1 % Revenue per package (excluding fuel) $ 5.49 $ 5.59 $ (0.10 ) -1.8 % $ 5.76 $ 5.88 $ (0.12 ) -2.0 % Tonnage (in thousands of metric tons) 148 167 (19 ) -11.4 % 563 614 (51 ) -8.3 % Packages (in thousands) 22,230 23,107 (877 ) -3.8 % 80,245 84,915 (4,670 ) -5.5 % Average weight per package (in lbs.) 14.67 15.93 (1.26 ) -7.9 % 15.46 15.94 (0.48 ) -3.0 % Vehicle count, average 995 1,028 (33 ) -3.2 % 990 1,046 (56 ) -5.3 % Weekly revenue per vehicle (incl. fuel, in thousands of U.S. dollars) $ 12.08 $ 12.90 $ (0.82 ) -6.4 % $ 11.33 $ 11.97 $ (0.64 ) -5.4 % Less-Than-Truckload (unaudited) Three months ended December 31 Years ended December 31 (in thousands of U.S. dollars) 2023 % 2022 % 2023 % 2022 % Total revenue 846,410 903,713 3,368,567 4,023,163 Fuel surcharge (150,480 ) (182,930 ) (591,258 ) (779,606 ) Revenue 695,930 100.0 % 720,783 100.0 % 2,777,309 100.0 % 3,243,557 100.0 % Materials and services expenses (net of fuel surcharge) 213,583 30.7 % 226,839 31.5 % 827,533 29.8 % 1,003,662 30.9 % Personnel expenses 299,793 43.1 % 311,248 43.2 % 1,244,092 44.8 % 1,432,857 44.2 % Other operating expenses 58,177 8.4 % 58,050 8.1 % 233,229 8.4 % 243,347 7.5 % Depreciation of property and equipment 35,212 5.1 % 26,374 3.7 % 132,027 4.8 % 104,850 3.2 % Depreciation of right-of-use assets 8,728 1.3 % 9,641 1.3 % 32,774 1.2 % 38,985 1.2 % Amortization of intangible assets 2,432 0.3 % 2,065 0.3 % 8,883 0.3 % 8,831 0.3 % Gain on sale of rolling stock and equipment (687 ) -0.1 % (1,601 ) -0.2 % (1,038 ) -0.0 % (4,056 ) -0.1 % Gain on derecognition of right-of-use assets — 0.0 % (60 ) -0.0 % (109 ) -0.0 % (12 ) -0.0 % (Gain) loss, net of impairment, on sale of land and buildings and assets held for sale 7,245 1.0 % (13 ) -0.0 % (10,511 ) -0.4 % (55,714 ) -1.7 % Operating income 71,447 10.3 % 88,240 12.2 % 310,429 11.2 % 470,807 14.5 % Adjusted EBITDA1 125,064 18.0 % 126,307 17.5 % 473,602 17.1 % 567,759 17.5 % 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) 2023 2022 Variance % 2023 2022 Variance % U.S. LTL Revenue (in thousands of dollars)1 481,102 475,389 5,713 1.2 % 1,912,623 2,186,668 (274,045 ) -12.5 % Adjusted Operating Ratio2 91.0 % 90.4 % 92.2 % 89.9 % Revenue per hundredweight (excluding fuel)1 $ 28.81 $ 30.05 $ (1.24 ) -4.1 % $ 28.61 $ 29.67 $ (1.06 ) -3.6 % Revenue per shipment (excluding fuel)1 $ 342.18 $ 322.74 $ 19.44 6.0 % $ 322.26 $ 320.20 $ 2.06 0.6 % Revenue per hundredweight (including fuel)1 $ 35.52 $ 39.04 $ (3.52 ) -9.0 % $ 35.31 $ 38.03 $ (2.72 ) -7.2 % Revenue per shipment (including fuel)1 $ 421.89 $ 419.26 $ 2.63 0.6 % $ 397.72 $ 410.38 $ (12.66 ) -3.1 % Tonnage (in thousands of tons)1 835 791 44 5.6 % 3,342 3,685 (343 ) -9.3 % Shipments (in thousands)1 1,406 1,473 (67 ) -4.5 % 5,935 6,829 (894 ) -13.1 % Average weight per shipment (in lbs)1 1,188 1,074 114 10.6 % 1,126 1,079 47 4.4 % Average length of haul (in miles)1 1,132 1,092 40 3.7 % 1,111 1,101 10 0.9 % Cargo claims (% revenue) 0.5 % 1.5 % 0.5 % 0.7 % Vehicle count, average3 3,974 4,410 (436 ) -9.9 % 4,097 4,685 (588 ) -12.6 % Truck age4 4.7 6.6 (1.9 ) -28.8 % 4.8 7.4 (2.6 ) -35.1 % Business days 62 62 — 0.0 % 254 253 1.0 0.4 % Return on invested capital2 15.1 % 23.8 % Canadian LTL Revenue (in thousands of dollars) 138,241 123,176 15,065 12.2 % 531,784 548,012 (16,228 ) -3.0 % Adjusted Operating Ratio2 79.9 % 75.3 % 76.6 % 74.0 % Revenue per hundredweight (excluding fuel) $ 10.82 $ 10.84 $ (0.02 ) -0.2 % $ 10.83 $ 11.26 $ (0.43 ) -3.8 % Revenue per shipment (excluding fuel) $ 237.12 $ 235.97 $ 1.15 0.5 % $ 235.20 $ 241.95 $ (6.75 ) -2.8 % Revenue per hundredweight (including fuel)1 $ 13.90 $ 14.46 $ (0.56 ) -3.9 % $ 13.82 $ 14.65 $ (0.83 ) -5.7 % Revenue per shipment (including fuel)1 $ 304.68 $ 314.61 $ (9.93 ) -3.2 % $ 300.32 $ 314.88 $ (14.56 ) -4.6 % Tonnage (in thousands of tons) 639 568 71 12.5 % 2,456 2,434 22 0.9 % Shipments (in thousands) 583 522 61 11.7 % 2,261 2,265 (4 ) -0.2 % Average weight per shipment (in lbs) 2,192 2,176 16 0.7 % 2,172 2,149 23 1.1 % Average length of haul (in miles) 856 734 122 16.6 % 852 748 104 13.9 % Cargo claims (% revenue) 0.1 % 0.1 % 0.2 % 0.2 % Vehicle count, average 777 808 (31 ) -3.8 % 788 800 (12 ) -1.5 % Truck age 4.8 5.1 (0.3 ) -5.9 % 4.8 4.8 — 0.0 % Business days 62 62 — 0.0 % 250 250 — 0.0 % Return on invested capital2 20.1 % 24.0 % 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 As at December 31, 2023 the active vehicle count was 3,364 (December 31, 2022 - 4,046) 4 The truck age for U.S. LTL operations has been presented for active trucks. Truckload (unaudited) Three months ended December 31 Years ended December 31 (in thousands of U.S. dollars) 2023 % 2022 % 2023 % 2022 % Total revenue 479,596 502,784 1,936,038 2,451,038 Fuel surcharge (80,319 ) (99,433 ) (310,446 ) (464,707 ) Revenue 399,277 100.0 % 403,351 100.0 % 1,625,592 100.0 % 1,986,331 100.0 % Materials and services expenses (net of fuel surcharge) 166,850 41.8 % 174,305 43.2 % 682,342 42.0 % 821,442 41.4 % Personnel expenses 121,120 30.3 % 115,449 28.6 % 473,948 29.2 % 585,891 29.5 % Other operating expenses 14,540 3.6 % 13,709 3.4 % 55,420 3.4 % 76,612 3.9 % Depreciation of property and equipment 23,863 6.0 % 26,695 6.6 % 101,508 6.2 % 129,013 6.5 % Depreciation of right-of-use assets 18,341 4.6 % 15,730 3.9 % 70,084 4.3 % 59,473 3.0 % Amortization of intangible assets 5,902 1.5 % 5,699 1.4 % 23,169 1.4 % 23,944 1.2 % Gain on sale of rolling stock and equipment (1,768 ) -0.4 % (3,981 ) -1.0 % (13,828 ) -0.9 % (54,481 ) -2.7 % Gain on derecognition of right-of-use assets (235 ) -0.1 % (138 ) -0.0 % (493 ) -0.0 % (191 ) -0.0 % (Gain) loss on sale of land and buildings and assets held for sale 7 0.0 % (15,959 ) -4.0 % (3,951 ) -0.2 % (22,240 ) -1.1 % Operating income 50,657 12.7 % 71,842 17.8 % 237,393 14.6 % 366,868 18.5 % Adjusted EBITDA1 98,770 24.7 % 104,007 25.8 % 428,203 26.3 % 557,058 28.0 % Operational data Three months ended December 31 Years ended December 31 (unaudited) 2023 2022 Variance % 2023 2022 Variance % Specialized TL Revenue (in thousands of U.S. dollars) 323,952 325,493 (1,541 ) -0.5 % 1,323,083 1,362,390 (39,307 ) -2.9 % Adjusted operating ratio1 87.0 % 87.4 % 85.8 % 83.1 % Revenue per truck per week (excluding fuel) $ 4,133 $ 4,197 $ (64 ) -1.5 % $ 4,232 $ 4,582 $ (350 ) -7.6 % Revenue per truck per week (including fuel) $ 5,086 $ 5,455 $ (369 ) -6.8 % $ 5,174 $ 5,879 $ (705 ) -12.0 % Truck count, average 4,051 3,839 212 5.5 % 3,977 3,641 336 9.2 % Trailer count, average 10,402 11,004 (602 ) -5.5 % 10,460 10,833 (373 ) -3.4 % Truck age 3.4 3.6 (0.2 ) -5.6 % 3.4 3.6 (0.2 ) -5.6 % Trailer age 12.7 11.5 1.2 10.4 % 12.7 11.5 1.2 10.4 % Number of owner operators, average 1,223 1,193 30 2.5 % 1,208 1,126 82 7.3 % Return on invested capital1 10.3 % 13.4 % Canadian based Conventional TL Revenue (in thousands of U.S. dollars) 77,815 79,101 (1,286 ) -1.6 % 311,838 322,553 (10,715 ) -3.3 % Adjusted operating ratio1 89.0 % 81.1 % 85.6 % 78.7 % Total mileage (in thousands) 25,917 24,498 1,419 5.8 % 102,559 93,923 8,636 9.2 % Revenue per mile (excluding fuel)2 $ 2.08 $ 2.24 $ (0.16 ) -7.2 % $ 2.11 $ 2.30 $ (0.19 ) -8.0 % Revenue per mile (including fuel)2 $ 2.67 $ 2.94 $ (0.27 ) -9.4 % $ 2.67 $ 2.97 $ (0.30 ) -9.9 % Revenue per truck per week (excluding fuel) $ 3,094 $ 3,792 $ (698 ) -18.4 % $ 3,266 $ 4,102 $ (836 ) -20.4 % Revenue per truck per week (including fuel) $ 3,973 $ 4,989 $ (1,016 ) -20.4 % $ 4,133 $ 5,299 $ (1,166 ) -22.0 % Truck count, average 1,072 858 214 24.9 % 1,024 741 283 38.2 % Trailer count, average 3,861 3,636 225 6.2 % 3,923 3,456 467 13.5 % Truck age 3.3 3.5 (0.2 ) -5.7 % 3.3 3.5 (0.2 ) -5.7 % Trailer age 7.9 7.3 0.6 8.2 % 7.9 7.3 0.6 8.2 % Number of owner operators, average 267 254 13 5.0 % 250 269 (19 ) -7.1 % Return on invested capital1 12.6 % 21.3 % 1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS Financial Measures” section below. 2 The revenue per mile calculation excludes brokerage revenues Logistics (unaudited) Three months ended December 31 Years ended December 31 (in thousands of U.S. dollars) 2023 % 2022 % 2023 % 2022 % Total revenue 504,493 394,071 1,697,016 1,763,280 Fuel surcharge (32,855 ) (18,103 ) (92,138 ) (74,158 ) Revenue 471,638 100.0 % 375,968 100.0 % 1,604,878 100.0 % 1,689,122 100.0 % Materials and services expenses (net of fuel surcharge) 309,079 65.5 % 269,625 71.7 % 1,102,396 68.7 % 1,232,049 72.9 % Personnel expenses 67,034 14.2 % 35,770 9.5 % 191,146 11.9 % 143,505 8.5 % Other operating expenses 26,323 5.6 % 27,107 7.2 % 103,715 6.5 % 134,923 8.0 % Depreciation of property and equipment 1,905 0.4 % 333 0.1 % 4,094 0.3 % 1,460 0.1 % Depreciation of right-of-use assets 4,712 1.0 % 3,644 1.0 % 16,583 1.0 % 14,794 0.9 % Amortization of intangible assets 8,185 1.7 % 5,292 1.4 % 27,237 1.7 % 21,990 1.3 % Gain on sale of rolling stock and equipment (24 ) -0.0 % (7 ) -0.0 % (134 ) -0.0 % (37 ) -0.0 % Gain on derecognition of right-of-use assets (4 ) -0.0 % — — (45 ) -0.0 % (8 ) -0.0 % Gain on sale of land and building (226 ) -0.0 % — — (226 ) -0.0 % — — Operating income 54,654 11.6 % 34,204 9.1 % 160,112 10.0 % 140,446 8.3 % Adjusted EBITDA1 69,230 14.7 % 43,473 11.6 % 207,800 12.9 % 178,690 10.6 % Return on invested capital1 18.8 % 21.9 % 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 and assets held for sale, impairment of fixed assets classified as held for sale, gain or loss on the sale of business and direct attributable costs, 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. Adjusted net income reconciliation: (unaudited) (in thousands of U.S. dollars, except per share data) Three months ended December 31 Years ended December 31 2023 2022 2021 2023 2022 2021 Net income 131,386 153,494 144,139 504,877 823,232 754,405 Amortization of intangible assets related to business acquisitions 15,598 13,969 13,128 56,160 52,003 50,498 Net change in fair value and accretion expense of contingent considerations 31 90 1,571 165 216 1,932 Net foreign exchange (gain) loss (1,620 ) (564 ) (939 ) (491 ) 556 (1,471 ) (Gain) loss on sale of business and direct attributable costs — 2,069 — 3,011 (69,753 ) — Bargain purchase gain — — — — — (283,593 ) (Gain) loss, net of impairment, on sale of land and buildings and assets held for sale 7,026 (15,941 ) (6,638 ) (14,721 ) (77,870 ) (11,978 ) (Gain) loss on disposal of intangible assets — — (5 ) — — 1 Tax impact of adjustments (5,401 ) (1,358 ) (2,636 ) (10,668 ) 3,284 (11,446 ) Adjusted net income1 147,020 151,759 148,620 538,333 731,668 498,348 Adjusted EPS – basic1 1.73 1.75 1.60 6.27 8.19 5.36 Adjusted EPS – diluted1 1.71 1.72 1.57 6.18 8.02 5.23 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, and gain or loss on sale of land and buildings, assets held for sale, sale of business, and gain or loss on disposal of intangible assets. Management believes adjusted EBITDA to be a useful supplemental measure. Adjusted EBITDA is provided to improve the comparability of the Company's 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 disposal of intangible assets. Management believes adjusted EBITDA to be a useful supplemental measure. Segmented adjusted EBITDA is provided to improve the comparability of the Company's segment performance. Consolidated adjusted EBITDA reconciliation: (unaudited) (in thousands of U.S. dollars) Three months ended December 31 Years ended December 31 2023 2022 2021 2023 2022 2021 Net income 131,386 153,494 144,139 504,877 823,232 754,405 Net finance costs 23,263 16,963 21,441 80,871 80,397 73,018 Income tax expense 43,608 46,403 49,399 171,887 242,409 151,806 Depreciation of property and equipment 64,053 56,587 65,294 249,835 248,638 225,007 Depreciation of right-of-use assets 34,901 32,150 31,190 132,112 126,276 112,782 Amortization of intangible assets 16,701 13,262 13,653 60,028 55,679 55,243 (Gain) loss on sale of business — 2,069 — 3,011 (73,653 ) — Bargain purchase gain — — — — — (283,593 ) (Gain) loss on sale of land and buildings — — 9 40 (43 ) 19 (Gain) loss, net of impairment, on sale of assets held for sale 7,026 (15,972 ) (6,654 ) (14,721 ) (77,911 ) (12,209 ) (Gain) loss on sale of intangible assets — — (5 ) — — 1 Adjusted EBITDA 320,938 304,956 318,466 1,187,940 1,425,024 1,076,479 Segmented adjusted EBITDA reconciliation: (unaudited) (in thousands of U.S. dollars) Three months ended December 31 Years ended December 31 2023 2022 2023 2022 Package and Courier Operating income 34,711 37,563 114,360 134,306 Depreciation and amortization 6,228 6,372 25,070 26,532 Loss on sale of assets held for sale — — 7 — Adjusted EBITDA 40,939 43,935 139,437 160,838 Less-Than-Truckload Operating income 71,447 88,240 310,429 470,807 Depreciation and amortization 46,372 38,080 173,684 152,666 (Gain) loss on sale of land and buildings (1 ) (1 ) 35 — (Gain) loss, net of impairment, on sale of assets held for sale 7,246 (12 ) (10,546 ) (55,714 ) Adjusted EBITDA 125,064 126,307 473,602 567,759 Truckload Operating income 50,657 71,842 237,393 366,868 Depreciation and amortization 48,106 48,124 194,761 212,430 (Gain) loss on sale of land and buildings 1 1 5 (43 ) (Gain) loss on sale of assets held for sale 6 (15,960 ) (3,956 ) (22,197 ) Adjusted EBITDA 98,770 104,007 428,203 557,058 Logistics Operating income 54,654 34,204 160,112 140,446 Depreciation and amortization 14,802 9,269 47,914 38,244 Gain on sale of assets held for sale (226 ) — (226 ) — Adjusted EBITDA 69,230 43,473 207,800 178,690 Corporate Operating loss (13,212 ) (14,989 ) (64,659 ) 33,611 Depreciation and amortization 147 154 546 721 (Gain) loss on sale of business — 2,069 3,011 (73,653 ) Adjusted EBITDA (13,065 ) (12,766 ) (61,102 ) (39,321 ) 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 2023 2022 2021 2023 2022 2021 Operating expenses 1,770,421 1,739,834 1,925,935 6,763,532 7,666,453 6,241,200 Gain (loss) on sale of business — (2,069 ) — (3,011 ) 73,653 — Bargain purchase gain — — — — — 283,593 Gain (loss) on sale of land and building — — (9 ) (40 ) 43 (19 ) Gain (loss), net of impairment, on sale of assets held for sale (7,026 ) 15,972 6,654 14,721 77,911 12,209 Gain (loss) on disposal of intangible assets — — 5 — — (1 ) Adjusted operating expenses 1,763,395 1,753,737 1,932,585 6,775,202 7,818,060 6,536,982 Fuel surcharge revenue (294,564 ) (340,199 ) (252,491 ) (1,104,281 ) (1,455,427 ) (751,644 ) Adjusted operating expenses, net of fuel surcharge revenue 1,468,831 1,413,538 1,680,094 5,670,921 6,362,633 5,785,338 Revenue before fuel surcharge 1,674,114 1,616,495 1,888,423 6,416,886 7,357,064 6,468,785 Adjusted operating ratio 87.7 % 87.4 % 89.0 % 88.4 % 86.5 % 89.4 % 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 2023 2022 2023 2022 Less-Than-Truckload Total revenue 846,410 903,713 3,368,567 4,023,163 Total operating expenses 774,963 815,473 3,058,138 3,552,356 Operating income 71,447 88,240 310,429 470,807 Operating expenses 774,963 815,473 3,058,138 3,552,356 Gain (loss) on sale of land and buildings 1 1 (35 ) — Gain (loss), net of impairment, on sale of assets held for sale (7,246 ) 12 10,546 55,714 Adjusted operating expenses 767,718 815,486 3,068,649 3,608,070 Fuel surcharge revenue (150,480 ) (182,930 ) (591,258 ) (779,606 ) Adjusted operating expenses, net of fuel surcharge revenue 617,238 632,556 2,477,391 2,828,464 Revenue before fuel surcharge 695,930 720,783 2,777,309 3,243,557 Adjusted operating ratio 88.7 % 87.8 % 89.2 % 87.2 % Less-Than-Truckload - Revenue before fuel surcharge U.S. based LTL 562,666 601,436 2,262,987 2,709,762 Canadian based LTL 138,241 123,176 531,784 548,012 Eliminations (4,977 ) (3,829 ) (17,462 ) (14,217 ) 695,930 720,783 2,777,309 3,243,557 Less-Than-Truckload - Fuel surcharge revenue U.S. based LTL 112,079 142,180 447,820 615,840 Canadian based LTL 39,388 41,051 147,247 165,185 Eliminations (987 ) (301 ) (3,809 ) (1,419 ) 150,480 182,930 591,258 779,606 Less-Than-Truckload - Operating income (loss) U.S. based LTL 43,627 57,819 186,231 327,793 Canadian based LTL 27,820 30,421 124,198 143,014 71,447 88,240 310,429 470,807 U.S. based LTL Operating expenses* 631,118 685,797 2,524,576 2,997,809 Gain (loss) on sale of land and buildings 1 - (35 ) - Gain (loss), net of impairment, on sale of assets held for sale (7,247 ) - 10,549 55,054 Adjusted operating expenses 623,872 685,797 2,535,090 3,052,863 Fuel surcharge revenue (112,079 ) (142,180 ) (447,820 ) (615,840 ) Adjusted operating expenses, net of fuel surcharge 511,793 543,617 2,087,270 2,437,023 Revenue before fuel surcharge 562,666 601,436 2,262,987 2,709,762 Adjusted operating ratio 91.0 % 90.4 % 92.2 % 89.9 % Canadian based LTL Operating expenses* 149,809 133,806 554,833 570,183 Gain on sale of land and buildings - 1 - - Gain (loss), net of impairment, on sale of assets held for sale 1 12 (3 ) 660 Adjusted operating expenses 149,810 133,819 554,830 570,843 Fuel surcharge revenue (39,388 ) (41,051 ) (147,247 ) (165,185 ) Adjusted operating expenses, net of fuel surcharge 110,422 92,768 407,583 405,658 Revenue before fuel surcharge 138,241 123,176 531,784 548,012 Adjusted operating ratio 79.9 % 75.3 % 76.6 % 74.0 % 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 2023 2022 2023 2022 Truckload Total revenue 479,596 502,784 1,936,038 2,451,038 Total operating expenses 428,939 430,942 1,698,645 2,084,170 Operating income 50,657 71,842 237,393 366,868 Operating expenses 428,939 430,942 1,698,645 2,084,170 Gain (loss) on sale of land and buildings (1 ) (1 ) (5 ) 43 Gain (loss) on sale of assets held for sale (6 ) 15,960 3,956 22,197 Adjusted operating expenses 428,932 446,901 1,702,596 2,106,410 Fuel surcharge revenue (80,319 ) (99,433 ) (310,446 ) (464,707 ) Adjusted operating expenses, net of fuel surcharge revenue 348,613 347,468 1,392,150 1,641,703 Revenue before fuel surcharge 399,277 403,351 1,625,592 1,986,331 Adjusted operating ratio 87.3 % 86.1 % 85.6 % 82.7 % Truckload - Revenue before fuel surcharge U.S. based Conventional TL — — — 310,026 Canadian based Conventional TL 77,815 79,101 311,838 322,553 Specialized TL 323,952 325,493 1,323,083 1,362,390 Eliminations (2,490 ) (1,243 ) (9,329 ) (8,638 ) 399,277 403,351 1,625,592 1,986,331 Truckload - Fuel surcharge revenue U.S. based Conventional TL — — — 82,059 Canadian based Conventional TL 15,287 17,307 57,447 62,929 Specialized TL 65,366 82,288 254,161 321,362 Eliminations (334 ) (162 ) (1,162 ) (1,643 ) 80,319 99,433 310,446 464,707 Truckload - Operating income U.S. based Conventional TL — — — 46,133 Canadian based Conventional TL 8,584 30,463 45,004 84,321 Specialized TL 42,073 41,379 192,389 236,414 50,657 71,842 237,393 366,868 U.S. based Conventional TL Operating expenses* — — — 345,952 Fuel surcharge revenue — — — (82,059 ) Adjusted operating expenses, net of fuel surcharge revenue — — — 263,893 Revenue before fuel surcharge — — — 310,026 Adjusted operating ratio — — — 85.1 % Canadian based Conventional TL Operating expenses* 84,518 65,945 324,281 301,161 Gain on sale of land and buildings — — — 43 Gain on sale of assets held for sale — 15,485 — 15,486 Adjusted operating expenses 84,518 81,430 324,281 316,690 Fuel surcharge revenue (15,287 ) (17,307 ) (57,447 ) (62,929 ) Adjusted operating expenses, net of fuel surcharge revenue 69,231 64,123 266,834 253,761 Revenue before fuel surcharge 77,815 79,101 311,838 322,553 Adjusted operating ratio 89.0 % 81.1 % 85.6 % 78.7 % Specialized TL Operating expenses* 347,245 366,402 1,384,855 1,447,338 Loss on sale of land and buildings (1 ) (1 ) (5 ) — Gain (loss) on sale of assets held for sale (6 ) 475 3,956 6,711 Adjusted operating expenses 347,238 366,876 1,388,806 1,454,049 Fuel surcharge revenue (65,366 ) (82,288 ) (254,161 ) (321,362 ) Adjusted operating expenses, net of fuel surcharge revenue 281,872 284,588 1,134,645 1,132,687 Revenue before fuel surcharge 323,952 325,493 1,323,083 1,362,390 Adjusted operating ratio 87.0 % 87.4 % 85.8 % 83.1 % * Operating expenses excluding intra TL eliminations 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 2023 2022 2023 2022 Net income 131,386 153,494 504,877 823,232 Net finance costs 23,263 16,963 80,871 80,397 Income tax expense 43,608 46,403 171,887 242,409 Depreciation of property and equipment 64,053 56,587 249,835 248,638 Depreciation of right-of-use assets 34,901 32,150 132,112 126,276 Amortization of intangible assets 16,701 13,262 60,028 55,679 (Gain) loss on the sale of business — 2,069 3,011 (73,653 ) (Gain) loss on sale of land and buildings — — 40 (43 ) (Gain) loss, net of impairment, on sale assets held for sale 7,026 (15,972 ) (14,721 ) (77,911 ) Adjusted EBITDA 320,938 304,956 1,187,940 1,425,024 Net capital expenditures (53,598 ) (77,755 ) (207,828 ) (175,954 ) Adjusted EBITDA less net capital expenditures 267,340 227,201 980,112 1,249,070 Free cash flow conversion 83.3 % 74.5 % 82.5 % 87.7 % 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 2023 2022 2021 2023 2022 2021 Net cash from operating activities 302,580 248,348 190,333 1,013,839 971,645 855,351 Additions to property and equipment (80,643 ) (111,716 ) (102,595 ) (361,563 ) (350,824 ) (267,173 ) Proceeds from sale of property and equipment 11,708 17,685 22,508 73,339 128,821 92,842 Proceeds from sale of assets held for sale 10,143 33,956 10,503 50,280 131,250 19,869 Free cash flow 243,788 188,273 120,749 775,895 880,892 700,889 Free cash flow per share: Free cash flow divided by the average shares outstanding for the period. The free cash flow per share was $9.03 for 2023 ($9.86 for 2022). Management believes that this measure provides a benchmark to evaluate the performance of the Company in regard to its ability to meet capital requirements on a per share basis. 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, 2023 Total assets 359,177 2,329,677 2,004,163 1,140,174 450,429 - 6,283,620 Intangible assets 183,841 194,782 857,666 782,923 89 - 2,019,301 Total assets less intangible assets 175,336 2,134,895 1,146,497 357,251 450,340 - 4,264,319 As at December 31, 2022 Total assets 362,724 2,275,672 1,861,093 731,564 274,777 - 5,505,830 Intangible assets 180,119 167,798 775,464 468,547 182 - 1,592,110 Total assets less intangible assets 182,605 2,107,874 1,085,629 263,017 274,595 - 3,913,720 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. (unaudited) (in thousands of U.S. dollars) Package and Courier Less- Than- Truckload Truckload Logistics Corporate Eliminations Total Three months ended December 31, 2023 Additions to rolling stock 5,940 40,970 11,821 1,624 - 60,355 Additions to equipment 4,059 310 1,887 281 129 6,666 Proceeds from the sale of rolling stock (427 ) (3,900 ) (8,983 ) (113 ) - (13,423 ) Proceeds from the sale of equipment - - - - - - Net capital expenditures 9,572 37,380 4,725 1,792 129 53,598 Three months ended December 31, 2022 Additions to rolling stock 5,786 58,353 23,167 - - 87,306 Additions to equipment 579 5,025 2,134 437 58 8,233 Proceeds from the sale of rolling stock (320 ) (6,399 ) (11,252 ) (115 ) - (18,086 ) Proceeds from the sale of equipment - 294 199 (191 ) - 302 Net capital expenditures 6,045 57,273 14,248 131 58 77,755 Year ended December 31, 2023 Additions to rolling stock 15,318 175,640 72,000 2,729 - 265,687 Additions to equipment 6,212 3,174 6,078 1,342 238 17,044 Proceeds from the sale of rolling stock (1,595 ) (23,871 ) (48,962 ) (334 ) - (74,762 ) Proceeds from the sale of equipment - (111 ) (18 ) (12 ) - (141 ) Net capital expenditures 19,935 154,832 29,098 3,725 238 207,828 Year ended December 31, 2022 Additions to rolling stock 9,991 134,898 141,388 - - 286,277 Additions to equipment 2,227 10,888 3,747 1,032 170 18,064 Proceeds from the sale of rolling stock (1,579 ) (13,067 ) (111,582 ) (165 ) - (126,393 ) Proceeds from the sale of equipment (3 ) 95 (1,895 ) (191 ) - (1,994 ) Net capital expenditures 10,636 132,814 31,658 676 170 175,954 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: (unaudited) Covenants Requirements As at December 31, 2023 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 1.49 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 5.65 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 intangibles plus 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. Return on invested capital segment reconciliation: (unaudited) (in thousands of U.S. dollars) As at December 31 2023 2022 Package and Courier Operating income 114,360 134,306 Loss on sale of assets held for sale 7 — Amortization of intangible assets 627 645 Operating income, net of exclusions 114,994 134,951 Income tax 26.5 % 26.5 % Operating income net of exclusions, after tax 84,521 99,189 Intangible assets 183,841 180,119 Total assets, excluding intangible assets 175,336 182,605 less: Trade and other payables, income taxes payable and provisions (53,870 ) (67,428 ) Total invested capital, current year 305,307 295,296 Intangible assets, prior year 180,119 193,765 Total assets, excluding intangible assets, prior year 182,605 186,116 less: Trade and other payables, income taxes payable and provisions, prior year (67,428 ) (65,438 ) Total invested capital, prior year 295,296 314,443 Average invested capital 300,302 304,870 Return on invested capital 28.1 % 32.5 % Less-Than-Truckload - Canadian based LTL Operating income 124,198 143,014 (Gain) loss on sale of assets held for sale 3 (660 ) Amortization of intangible assets 7,531 7,713 Operating income, net of exclusions 131,732 150,067 Income tax 26.5 % 26.5 % Operating income net of exclusions, after tax 96,823 110,299 Intangible assets 184,025 162,397 Total assets, excluding intangible assets 418,217 352,949 less: Trade and other payables, income taxes payable and provisions (78,384 ) (77,439 ) Total invested capital, current year 523,858 437,907 Intangible assets, prior year 162,397 182,084 Total assets, excluding intangible assets, prior year 352,949 373,655 less: Trade and other payables, income taxes payable and provisions, prior year (77,439 ) (74,241 ) Total invested capital, prior year 437,907 481,498 Average invested capital 480,883 459,703 Return on invested capital 20.1 % 24.0 % Return on invested capital segment reconciliation (continued): (unaudited) (in thousands of U.S. dollars) As at December 31 2023 2022 Truckload - Canadian based Conventional TL Operating income 45,004 84,321 Gain on sale of land and buildings — (43 ) Gain on sale of assets held for sale — (15,486 ) Amortization of intangible assets 2,133 1,958 Operating income, net of exclusions 47,137 70,750 Income tax 26.5 % 26.5 % Operating income net of exclusions, after tax 34,646 52,001 Intangible assets 121,871 96,941 Total assets, excluding intangible assets 210,872 185,740 less: Trade and other payables, income taxes payable and provisions (26,866 ) (40,671 ) Total invested capital, current year 305,877 242,010 Intangible assets, prior year 96,941 104,947 Total assets, excluding intangible assets, prior year 185,740 169,197 less: Trade and other payables, income taxes payable and provisions, prior year (40,671 ) (28,473 ) Total invested capital, prior year 242,010 245,671 Average invested capital 273,944 243,841 Return on invested capital 12.6 % 21.3 % Truckload - Specialized TL Operating income 192,389 236,414 Loss on sale of land and buildings 5 — Gain on sale of assets held for sale (3,956 ) (6,711 ) Amortization of intangible assets 21,036 20,495 Operating income, net of exclusions 209,474 250,198 Income tax 26.5 % 26.5 % Operating income net of exclusions, after tax 153,963 183,896 Intangible assets 735,795 678,522 Total assets, excluding intangible assets 935,625 906,564 less: Trade and other payables, income taxes payable and provisions (124,538 ) (151,097 ) Total invested capital, current year 1,546,882 1,433,989 Intangible assets, prior year 678,522 658,692 Total assets, excluding intangible assets, prior year 906,564 791,293 less: Trade and other payables, income taxes payable and provisions, prior year (151,097 ) (139,683 ) Total invested capital, prior year 1,433,989 1,310,302 Average invested capital 1,490,436 1,372,146 Return on invested capital 10.3 % 13.4 % Logistics Operating income 160,112 140,446 Gain on sale of assets held for sale (226 ) — Amortization of intangible assets 27,237 21,990 Operating income, net of exclusions 187,123 162,436 Income tax 26.5 % 26.5 % Operating income net of exclusions, after tax 137,535 119,390 Intangible assets 782,923 468,547 Total assets, excluding intangible assets 357,251 263,550 less: Trade and other payables, income taxes payable and provisions (220,328 ) (186,557 ) Total invested capital, current year 919,846 545,540 Intangible assets, prior year 468,547 454,612 Total assets, excluding intangible assets, prior year 263,550 292,026 less: Trade and other payables, income taxes payable and provisions, prior year (186,557 ) (199,967 ) Total invested capital, prior year 545,540 546,671 Average invested capital 732,693 546,106 Return on invested capital 18.8 % 21.9 % Return on invested capital for US LTL:Management believes ROIC at the segment level is a useful measure in the efficiency in the use of capital funds and the ROIC calculation for U.S. LTL has been modified as compared to the other segment ROICs due to the impact of the bargain purchase gain to provide more consistent comparison to other segments ROIC calculation. The modification includes reducing the total assets, excluding intangible assets by the bargain purchase gain, using the acquisition price instead of the prior year invested capital, and reducing the current year total invested capital by the total liabilities of the US. (unaudited) (in thousands of U.S. dollars) As at December 31 2023 2022 Less-Than-Truckload - U.S. based LTL Operating income 186,231 327,793 Loss on sale of land and buildings 35 8 Gain on sale of assets held for sale (10,549 ) (55,054 ) Amortization of intangible assets 1,353 1,118 Operating income, net of exclusions 177,070 273,865 Income tax 26.5 % 26.5 % Operating income net of exclusions, after tax 130,146 201,291 Intangible assets 10,757 5,401 Total assets, excluding intangible assets 1,445,085 1,483,288 less: Total liabilities (571,468 ) (637,340 ) Total invested capital, current year 884,374 851,349 Total invested capital, acquisition price 838,910 838,910 Average invested capital 861,642 845,130 Return on invested capital 15.1 % 23.8 %
TFI International Announces 2023 Fourth Quarter and Full-Year Results
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