6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2023

Commission File No. 001-39224

TFI INTERNATIONAL INC.

(Translation of registrant’s name into English)

8801 Trans-Canada Highway, Suite 500

Saint-Laurent, Québec

H4S 1Z6 Canada

(Address of principal executive office)

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

Form 20-F ☐ Form 40-F ☒

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

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

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99.1	News Release

SIGNATURES

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

		TFI International Inc.
Date: February 6th, 2023	By:	/s/ Josiane M. Langlois
		Name: Josiane M. Langlois
		Title: Vice-President, Legal Affairs & Corporate Secretary

EX-99.1

Earnings Press Release

Exhibit 99.1

 

For Immediate Release

TFI International Announces 2022 Fourth Quarter and Full-Year Results

•Fourth quarter operating income of $216.9 million increased 1% over the prior year quarter

•Fourth quarter net income of $153.5 million increased 6% compared to Q4 2021, while adjusted net income1 of $151.8 million increased 2%

•Fourth quarter diluted earnings per share (diluted “EPS”) of $1.74 increased 14% compared to Q4 2021, while adjusted diluted EPS1 of $1.72 increased 10%

•Fourth quarter net cash from operating activities grew to $248.3 million, up 30% over the prior year period and free cash flow1 grew to $188.3 million, up 56% over the prior year period

•Full year diluted EPS of $9.02 increased from $7.91 in 2021, while adjusted diluted EPS1 of $8.02 increased from $5.23

•The Board of Directors approved a $0.35 quarterly dividend, an increase of 30%

Montreal, Quebec, February 6, 2023 – 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, 2022. All amounts are shown in U.S. dollars.

“TFI International successfully capped 2022 with strong fourth quarter results, generating slightly higher operating income on significantly improved operating margins, a 53% increase in the full-year adjusted diluted EPS and a 26% increase in the full-year free cash flow, despite macro volatility, fuel-related working capital outlays, and the sale of CFI assets last summer that served to strengthen our overall business mix and returns,” said Alain Bédard, Chairman, President and Chief Executive Officer. “As laid out at our recent Investor Day, our unique positioning includes business line diversity, exposure to attractive niche markets and numerous self-help initiatives that are producing remarkable success during turbulent economic times. Most importantly, our relative stability, margin expansion and free cash flow reflect the tireless efforts of our people, who are diligently adhering to our longstanding operating principles regardless of external factors. Capitalizing on this attractive competitive positioning and our sharp focus on the fundamentals, we continue to strategically allocate capital toward attractive acquisitions, with our acquisition pipeline remarkably strong and the majority of these closings expected in the first half of the year. During the quarter, our Board of Directors approved a 30% increase to our quarterly dividend and we continued to repurchase shares, both reflecting our favorable outlook. We enter 2023 in the best position in TFI International’s history and are eager to create additional shareholder value in the year ahead.”

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)	2022		2021*		2022		2021*
Total revenue		1,956.7		2,140.9		8,812.5		7,220.4
Revenue before fuel surcharge		1,616.5		1,888.4		7,357.1		6,468.8
Adjusted EBITDA1		305.0		318.5		1,425.0		1,076.5
Operating income		216.9		215.0		1,146.0		979.2
Net cash from operating activities		248.3		190.3		971.6		855.4
Net income		153.5		144.1		823.2		754.4
EPS - diluted ($)		1.74		1.52		9.02		7.91
Adjusted net income1		151.8		148.6		731.7		498.3
Adjusted EPS - diluted1 ($)		1.72		1.57		8.02		5.23
Weighted average number of shares ('000s)		86,670		92,669		89,360		93,054
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS Financial Measures” section below.
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

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Earnings Press Release

FOURTH QUARTER RESULTS

Total revenue of $1.96 billion compared to $2.14 billion in the prior year period and revenue before fuel surcharge of $1.62 billion compared to $1.89 billion in the prior year period. The decline is primarily due to the sale of CFI’s Truckload, Temp Control and Mexican non-asset logistics business ("CFI") in August 2022, which had sales of $139.2 million in Q4 2021, as well as to reduced volumes in US LTL operations driven by a combination of weaker end market demand as well as the Company's intentional elimination of unprofitable freight.

Operating income grew 1% to $216.9 million from $215.0 million the prior year period with a 200 basis point operating margin1 improvement, despite $12.4 million of operating income included in the fourth quarter of 2021 from CFI.

Net income grew 6% to $153.5 million from $144.1 million in the prior year period, and net income of $1.74 per diluted share was up relative to $1.52 in the prior year period. Adjusted net income, a non-IFRS measure, was $151.8 million, or $1.72 per diluted share, up from $148.6 million, or $1.57 per diluted share, the prior year period.

Total revenue declined for all segments relative to the prior year period with decreases of 3% for Package and Courier, 6% for Less-Than-Truckload, 14% for Truckload and 11% for Logistics. In contrast, operating income was higher for Package and Courier by 2%, for Truckload by 16% and for Logistics by 4%, and lower for Less-Than-Truckload by 15% in the fourth quarter in comparison to the prior-year. Truckload operating income in the prior year period included a $12.4 million contribution from CFI which was partially offset by an increased contribution of $9.7 million from the sale of real estate in the quarter. Operating income in the Less-Than-Truckload segment, more specifically U.S. LTL, decreased due to the lower freight volumes as well as to non-recurring costs related to exiting the transition service agreement with UPS. On February 1, 2023, the financial system supporting the U.S. LTL operations was migrated from UPS to a standalone system managed by TFI.

FULL-YEAR RESULTS

Total revenue was $8.81 billion for 2022 versus $7.22 billion in 2021. Revenue before fuel surcharge of $7.36 billion was up 14% compared to the prior year.

Operating income totaled $1,146.0 million, or 16% of revenue before fuel surcharge, an increase of 17% compared to $979.2 million and 15% of revenue before fuel surcharge in the prior year.The increase is mainly attributable to the contributions from acquisitions, including a gain on sale of business of $73.7 million.

Net income was $823.2 million, or $9.02 per diluted share, compared to $754.4 million, or $7.91 per diluted share a year earlier. Adjusted net income and Adjusted diluted EPS, non-IFRS measures, were $731.7 million, or $8.02 per diluted share, compared to $498.3 million, or $5.23 per diluted share the prior year.

During 2022, total revenue grew 1% for Package and Courier, 43% for Less-Than-Truckload, 13% for Truckload and 6% for Logistics relative to the prior year. Operating income was up 24% for Package and Courier, 59% for Truckload, down 18% for Less-Than-Truckload, mainly due to the inclusion of the bargain purchase gain in 2021, and down 2% for Logistics.

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

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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, 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
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	%								100	%
Adjusted EBITDA3		43,496			141,189			111,848			42,465			(20,532	)		—			318,466
Adjusted EBITDA margin3,4		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 margin3,4		24.5	%		12.6	%		12.2	%		7.7	%								11.4	%
Total assets less intangible assets3		186,116			2,162,534			1,362,007			292,026			88,059						4,090,742
Net capital expenditures3		5,926			46,986			15,113			192			20			—			68,237
YTD 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 (loss)		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
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 margin3,4		24.1	%		17.0	%		22.7	%		10.4	%								16.6	%
Operating income (loss)		108,440			572,798			230,189			142,794			(74,992	)		—			979,229
Operating margin3,4		19.4	%		23.5	%		12.1	%		8.8	%								15.1	%
Total assets less intangible assets3		186,116			2,162,534			1,362,007			292,026			88,059			—			4,090,742
Net capital expenditures3		14,445			52,703			69,177			316			141			—			136,782

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.

* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

CASH FLOW

Net cash flow from operating activities was $971.6 million during 2022 compared to $855.4 million the prior year. The 14% increase was due to stronger operating performance and contributions from acquisitions. The Company returned $665.3 million to shareholders during the year, of which $97.3 million was through dividends and $568.0 million was through share repurchases.

On December 15, 2022, the Board of Directors of TFI International declared a quarterly dividend of $0.35 per outstanding common share paid on January 16, 2023, representing a 30% increase over the $0.27 quarterly dividend declared in Q4 2021.

CONFERENCE CALL

TFI International will host a conference call on Monday, February 6, 2023 at 5:00 p.m. Eastern Time to discuss these results.

Interested parties can join the call by dialing 1-855-327-6837 or 1-631-891-4304. A recording of the call will be available until 11:59 p.m Eastern, Monday February 20, 2023 by dialing 1-844-512-2921 or 1-412-317-6671.

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Earnings Press Release

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.

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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.

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 2022 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

abedard@tfiintl.com

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Earnings Press Release

TFI International Inc. UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

December 31, 2022 AND 2021

(in thousands of U.S. dollars)	As at			As at
	December 31, 2022			December 31, 2021*
Assets
Cash and cash equivalents		147,117			19,292
Trade and other receivables		1,030,726			1,056,023
Inventoried supplies		24,181			24,402
Current taxes recoverable		12,788			6,080
Prepaid expenses		38,501			54,518
Assets held for sale		10,250			1,943
Current assets		1,263,563			1,162,258
Property and equipment		2,131,955			2,455,141
Right-of-use assets		381,640			398,533
Intangible assets		1,592,110			1,792,921
Investments1		85,964			31,391
Employee benefits		4,359			-
Other assets		19,192			13,724
Deferred tax assets		27,047			29,695
Non-current assets		4,242,267			4,721,405
Total assets		5,505,830			5,883,663
Liabilities
Trade and other payables		708,768			861,908
Current taxes payable		41,714			16,552
Provisions		43,903			39,012
Other financial liabilities		19,275			10,566
Long-term debt		37,087			363,586
Lease liabilities		115,934			115,344
Current liabilities		966,681			1,406,968
Long-term debt		1,278,670			1,244,508
Lease liabilities		297,105			313,862
Employee benefits		-			68,037
Provisions		131,736			108,145
Other financial liabilities		382			8,033
Deferred tax liabilities		368,186			423,755
Non-current liabilities		2,076,079			2,166,340
Total liabilities		3,042,760			3,573,308
Equity
Share capital		1,089,229			1,133,181
Contributed surplus		41,491			39,150
Accumulated other comprehensive income		(233,321	)		(144,665	)
Retained earnings		1,565,671			1,282,689
Total equity		2,463,070			2,310,355
Contingencies, letters of credit and other commitments
Subsequent events
Total liabilities and equity		5,505,830			5,883,663
* Recasted for adjustments to provisional amounts of UPS Freight prior year’s business combination.

** The Company's financial reporting framework is IFRS as issued by the IASB.

1 The investments were previously presented as Other assets and have been recast due to the increase in value of the investments. The investments include both level 1 and level 3 investments. The level 1 investments are 1,027,696 shares of ArcBest Corporation (NYSE: ARCB).

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Earnings Press Release

TFI International Inc. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

Years ended December 31, 2022 and 2021

(In thousands of U.S. dollars, except per share amounts)
	2022			2021*
Revenue		7,357,064			6,468,785
Fuel surcharge		1,455,427			751,644
Total revenue		8,812,491			7,220,429
Materials and services expenses		4,592,191			3,815,453
Personnel expenses		2,362,856			1,974,081
Other operating expenses		492,291			380,342
Depreciation of property and equipment		248,638			225,007
Depreciation of right-of-use assets		126,276			112,782
Amortization of intangible assets		55,679			55,243
Gain on sale of business		(73,653	)		-
Bargain purchase gain		-			(283,593	)
Gain on sale of rolling stock and equipment		(59,661	)		(24,644	)
Gain on derecognition of right-of-use assets		(210	)		(1,282	)
(Gain) loss on sale of land and buildings		(43	)		19
Gain on sale of assets held for sale		(77,911	)		(12,209	)
Loss on disposal of intangible assets		-			1
Total operating expenses		7,666,453			6,241,200
Operating income		1,146,038			979,229
Finance (income) costs
Finance income		(1,750	)		(5,127	)
Finance costs		82,147			78,145
Net finance costs		80,397			73,018
Income before income tax		1,065,641			906,211
Income tax expense		242,409			151,806
Net income		823,232			754,405
Earnings per share
Basic earnings per share		9.21			8.11
Diluted earnings per share		9.02			7.91
* Recasted for adjustments to provisional amounts of UPS Freight prior year’s business combination.

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Earnings Press Release

TFI International Inc.  UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years ended December 31, 2022 and 2021

(In thousands of U.S. dollars)
	2022			2021*
Net income		823,232			754,405
Other comprehensive (loss) income
Items that may be reclassified to income or loss in future years:
Foreign currency translation differences		(10,148	)		12,960
Net investment hedge, net of tax		(72,046	)		(15,542	)
Employee benefits, net of tax		292			87
Items that may never be reclassified to income:
Defined benefit plan remeasurement, net of tax		63,508			(4,128	)
Items directly reclassified to retained earnings:
Unrealized (loss) gain on investments in equity securities
measured at fair value through OCI, net of tax		(5,495	)		24,147
Other comprehensive (loss) income, net of tax		(23,889	)		17,524
Total comprehensive income		799,343			771,929
* Recasted for adjustments to provisional amounts of UPS Freight prior year’s business combination.

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Earnings Press Release

TFI International Inc. UNAUDITEDCONSOLIDATED STATEMENTS OF EQUITY

Years Ended December 31, 2022 and 2021

(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, 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
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
Balance as at December 31, 2020		1,120,049			19,783			(379	)		(154,344	)		-			803,503			1,788,612
Net income*		-			-			-			-			-			754,405			754,405
Other comprehensive income (loss), net of tax		-			-			87			(2,582	)		24,147			(4,128	)		17,524
Realized (loss) gain on equity securities		-			-			-			-			(11,594	)		11,594			-
Total comprehensive income (loss)		-			-			87			(2,582	)		12,553			761,871			771,929
Share-based payment transactions, net of tax		-			27,577			-			-			-			-			27,577
Stock options exercised, net of tax		26,324			(3,266	)		-			-			-			-			23,058
Issuance of shares, net of expenses		-			-			-			-			-			-			-
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			1,282,689			2,310,355
* Recasted for adjustments to provisional amounts of UPS Freight prior year’s business combination.

│ 9

Earnings Press Release

TFI International Inc. UNAUDITEDCONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2022 and 2021

(In thousands of U.S. dollars)
	2022			2021*
Cash flows from operating activities
Net income		823,232			754,405
Adjustments for:
Depreciation of property and equipment		248,638			225,007
Depreciation of right-of-use assets		126,276			112,782
Amortization of intangible assets		55,679			55,243
Share-based payment transactions		14,648			15,424
Net finance costs		80,397			73,018
Income tax expense		242,409			151,806
Gain on sale of business		(73,653	)		-
Bargain purchase gain		-			(283,593	)
Gain on sale of property and equipment		(59,704	)		(24,625	)
Gain on derecognition of right-of-use assets		(210	)		(1,282	)
Gain on sale of assets held for sale		(77,911	)		(12,209	)
Loss on disposal of intangible assets		-			1
Employee benefits		14,946			(20,193	)
Provisions, net of payments		26,044			21,890
Net change in non-cash operating working capital		(147,453	)		41,940
Interest paid		(77,512	)		(65,453	)
Income tax paid		(224,181	)		(188,810	)
Net cash from operating activities		971,645			855,351
Cash flows from (used in) investing activities
Purchases of property and equipment		(350,824	)		(268,656	)
Proceeds from sale of property and equipment		128,821			92,842
Proceeds from sale of assets held for sale		131,250			19,869
Purchases of intangible assets		(6,120	)		(7,143	)
Proceeds from sale of intangible assets		250			-
Proceeds from sale of business, net of cash disposed		546,228			-
Business combinations, net of cash acquired		(158,251	)		(1,008,131	)
Purchases of investments		(80,551	)		(35,913	)
Proceeds from sale of investments		12,930			40,686
Others		(311	)		3,789
Net cash from (used in) investing activities		223,422			(1,162,657	)
Cash flows (used in) from financing activities
Net decrease (increase) in bank indebtedness		7,490			(7,173	)
Proceeds from long-term debt		334,164			661,039
Repayment of long-term debt		(369,692	)		(43,868	)
Net (increase) decrease in revolving facilities		(236,502	)		118,859
Repayment of lease liabilities		(123,606	)		(115,336	)
Repayment of other financial liabilities		(21,108	)		(11,216	)
Dividends paid		(97,321	)		(85,386	)
Repurchase of own shares		(567,983	)		(198,153	)
Proceeds from exercise of stock options		16,502			20,114
Payment for settlement of restricted share units		(9,186	)		(16,579	)
Net cash (used in) from financing activities		(1,067,242	)		322,301
Net change in cash and cash equivalents		127,825			14,995
Cash and cash equivalents, beginning of year		19,292			4,297
Cash and cash equivalents, end of year		147,117			19,292
* Recasted for adjustments to provisional amounts of UPS Freight prior year’s business combination.

│ 10

Earnings Press Release

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
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 revenue		650,844		4,023,163		2,451,038		1,763,280		(75,834	)		8,812,491
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 revenue		641,449		2,815,390		2,162,752		1,662,072		(61,234	)		7,220,429

Package and Courier

(unaudited)	Three months ended December 31												Years ended December 31
(in thousands of U.S. dollars)	2022			%			2021			%			2022			%			2021			%
Total revenue		172,381						177,368						650,844						641,449
Fuel surcharge		(43,307	)					(27,294	)					(151,872	)					(81,302	)
Revenue		129,074			100.0	%		150,074			100.0	%		498,972			100.0	%		560,147			100.0	%
Materials and services expenses (net of fuel    surcharge)		42,784			33.1	%		60,636			40.4	%		167,725			33.6	%		243,786			43.5	%
Personnel expenses		35,877			27.8	%		39,060			26.0	%		144,650			29.0	%		154,820			27.6	%
Other operating expenses		6,667			5.2	%		6,905			4.6	%		26,845			5.4	%		26,762			4.8	%
Depreciation of property and equipment		3,080			2.4	%		3,297			2.2	%		12,863			2.6	%		12,392			2.2	%
Depreciation of right-of-use assets		3,135			2.4	%		3,300			2.2	%		13,024			2.6	%		13,109			2.3	%
Amortization of intangible assets		157			0.1	%		186			0.1	%		645			0.1	%		903			0.2	%
Gain on sale of rolling stock and equipment		(189	)		-0.1	%		(23	)		-0.0	%		(1,087	)		-0.2	%		(59	)		-0.0	%
(Gain) loss on derecognition of right-of-use assets		-			-			-			-			1			0.0	%		(7	)		-0.0	%
Loss on disposal of intangible assets		-			-			-			-			-			-			1			0.0	%
Operating income		37,563			29.1	%		36,713			24.5	%		134,306			26.9	%		108,440			19.4	%
Adjusted EBITDA1		43,935			34.0	%		43,496			29.0	%		160,838			32.2	%		134,845			24.1	%
Return on invested capital1					32.5	%					25.3	%

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)	2022		2021		Variance			%			2022		2021		Variance			%
Revenue per pound (including fuel)	$	0.47	$	0.43	$	0.04			9.3	%	$	0.48	$	0.44	$	0.04			9.1	%
Revenue per pound (excluding fuel)	$	0.35	$	0.36	$	(0.01	)		-2.8	%	$	0.37	$	0.39	$	(0.02	)		-5.1	%
Revenue per package (excluding fuel)	$	5.59	$	6.11	$	(0.52	)		-8.5	%	$	5.88	$	6.21	$	(0.33	)		-5.3	%
Tonnage (in thousands of metric tons)		167		187		(20	)		-10.7	%		614		656		(42	)		-6.4	%
Packages (in thousands)		23,107		24,581		(1,474	)		-6.0	%		84,915		90,257		(5,342	)		-5.9	%
Average weight per package (in lbs.)		15.93		16.77		(0.84	)		-5.0	%		15.94		16.03		(0.09	)		-0.6	%
Vehicle count, average		1,028		1,139		(111	)		-9.7	%		1,046		1,069		(23	)		-2.2	%
Weekly revenue per vehicle (incl. fuel, in thousands of U.S. dollars)	$	12.90	$	11.98	$	0.92			7.7	%	$	11.97	$	11.54	$	0.43			3.7	%

│ 11

Earnings Press Release

Less-Than-Truckload

(unaudited)	Three months ended December 31												Years ended December 31
(in thousands of U.S. dollars)	2022			%			2021			%			2022			%			2021*			%
Total revenue		903,713						959,546						4,023,163						2,815,390
Fuel surcharge		(182,930	)					(136,635	)					(779,606	)					(374,750	)
Revenue		720,783			100.0	%		822,911			100.0	%		3,243,557			100.0	%		2,440,640			100.0	%
Materials and services expenses (net of fuel    surcharge)		226,839			31.5	%		274,166			33.3	%		1,003,662			30.9	%		848,273			34.8	%
Personnel expenses		311,248			43.2	%		348,237			42.3	%		1,432,857			44.2	%		1,022,214			41.9	%
Other operating expenses		58,050			8.1	%		60,196			7.3	%		243,347			7.5	%		155,992			6.4	%
Depreciation of property and equipment		26,374			3.7	%		25,846			3.1	%		104,850			3.2	%		73,242			3.0	%
Depreciation of right-of-use assets		9,641			1.3	%		9,398			1.1	%		38,985			1.2	%		33,050			1.4	%
Amortization of intangible assets		2,065			0.3	%		2,495			0.3	%		8,831			0.3	%		9,768			0.4	%
Bargain Purchase Gain		-			-			-			-			-			-			(271,593	)		-11.1	%
Gain on sale of rolling stock and equipment		(1,601	)		-0.2	%		(842	)		-0.1	%		(4,056	)		-0.1	%		(907	)		-0.0	%
Gain on derecognition of right-of-use assets		(60	)		-0.0	%		(35	)		-0.0	%		(12	)		-0.0	%		(573	)		-0.0	%
(Gain) loss on sale of land and buildings and assets
held for sale		(13	)		-0.0	%		1			0.0	%		(55,714	)		-1.7	%		(1,624	)		-0.1	%
Operating income		88,240			12.2	%		103,449			12.6	%		470,807			14.5	%		572,798			23.5	%
Adjusted EBITDA1		126,307			17.5	%		141,189			17.2	%		567,759			17.5	%		415,641			17.0	%

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

* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

Operational data
(unaudited)	Three months ended December 31												Years ended December 31
(Revenue in U.S. dollars)	2022			2021			Variance			%			2022			2021			Variance			%
U.S. LTL
Revenue (in thousands of dollars)1		475,389			568,761			(93,372	)		-16.4	%		2,186,668			1,586,228			600,440			37.9	%
Adjusted Operating Ratio2		90.4	%		89.4	%								89.9	%		90.1	%
Revenue per hundredweight (excluding fuel)1	$	30.05		$	29.20		$	0.85			2.9	%	$	29.67		$	28.52		$	1.15			4.0	%
Revenue per shipment (excluding fuel)1	$	322.74		$	310.97		$	11.77			3.8	%	$	320.20		$	299.91		$	20.29			6.8	%
Revenue per hundredweight (including fuel)1	$	39.04		$	34.76		$	4.28			12.3	%	$	38.03		$	33.57		$	4.46			13.3	%
Revenue per shipment (including fuel)1	$	419.26		$	371.17		$	49.09			13.3	%	$	410.38		$	353.06		$	57.32			16.2	%
Tonnage (in thousands of tons)1		791			974			(183	)		-18.8	%		3,685			2,781			904			32.5	%
Shipments (in thousands)1		1,473			1,829			(356	)		-19.5	%		6,829			5,289			1,540			29.1	%
Average weight per shipment (in lbs)1		1,074			1,065			9			0.8	%		1,079			1,052			27			2.6	%
Average length of haul (in miles)1		1,092			1,110			(18	)		-1.6	%		1,101			1,089			12			1.1	%
Vehicle count, average4		4,410			4,583			(173	)		-3.8	%		4,685			4,866			(181	)		-3.7	%
Return on invested capital2,3		18.8	%	-
Canadian LTL
Revenue (in thousands of dollars)		123,176			144,697			(21,521	)		-14.9	%		548,012			556,891			(8,879	)		-1.6	%
Adjusted Operating Ratio2		75.3	%		78.3	%								74.0	%		79.9	%
Revenue per hundredweight (excluding fuel)	$	10.84		$	11.13		$	(0.29	)		-2.6	%	$	11.26		$	10.80		$	0.46			4.3	%
Revenue per shipment (excluding fuel)	$	235.97		$	223.30		$	12.67			5.7	%	$	241.95		$	222.40		$	19.55			8.8	%
Revenue per hundredweight (including fuel)1	$	14.46		$	13.33		$	1.13			8.5	%	$	14.65		$	12.62		$	2.03			16.1	%
Revenue per shipment (including fuel)1	$	314.61		$	267.43		$	47.18			17.6	%	$	314.88		$	260.01		$	54.87			21.1	%
Tonnage (in thousands of tons)		568			650			(82	)		-12.6	%		2,434			2,579			(145	)		-5.6	%
Shipments (in thousands)		522			648			(126	)		-19.4	%		2,265			2,504			(239	)		-9.5	%
Average weight per shipment (in lbs)		2,176			2,006			170			8.5	%		2,149			2,060			89			4.3	%
Average length of haul (in miles)		734			791			(57	)		-7.2	%		748			773			(25	)		-3.2	%
Vehicle count, average		808			810			(2	)		-0.2	%		800			837			(37	)		-4.4	%
Return on invested capital2		24.0	%		17.8	%
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 the trailing twelve-month information is not available for fiscal 2021, as it was acquired on April 30, 2021.
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. As at December 31, 2022 the active vehicle count was 4,046.

Truckload

(unaudited)	Three months ended December 31												Years ended December 31
(in thousands of U.S. dollars)	2022			%			2021			%			2022			%			2021			%
Total revenue		502,784						584,009						2,451,038						2,162,752
Fuel surcharge		(99,433	)					(77,577	)					(464,707	)					(261,595	)
Revenue		403,351			100.0	%		506,432			100.0	%		1,986,331			100.0	%		1,901,157			100.0	%
Materials and services expenses (net of fuel    surcharge)		174,305			43.2	%		221,538			43.7	%		821,442			41.4	%		823,645			43.3	%
Personnel expenses		115,449			28.6	%		160,351			31.7	%		585,891			29.5	%		604,041			31.8	%
Other operating expenses		13,709			3.4	%		19,193			3.8	%		76,612			3.9	%		66,468			3.5	%
Depreciation of property and equipment		26,695			6.6	%		35,652			7.0	%		129,013			6.5	%		137,301			7.2	%
Depreciation of right-of-use assets		15,730			3.9	%		15,087			3.0	%		59,473			3.0	%		52,680			2.8	%
Amortization of intangible assets		5,699			1.4	%		5,960			1.2	%		23,944			1.2	%		21,580			1.1	%
Gain on sale of rolling stock and equipment		(3,981	)		-1.0	%		(6,338	)		-1.3	%		(54,481	)		-2.7	%		(23,747	)		-1.2	%
Gain on derecognition of right-of-use assets		(138	)		-0.0	%		(160	)		-0.0	%		(191	)		-0.0	%		(431	)		-0.0	%
Gain on sale of land and buildings and assets
held for sale		(15,959	)		-4.0	%		(6,649	)		-1.3	%		(22,240	)		-1.1	%		(10,569	)		-0.6	%
Gain on disposal of intangible assets		-			-			(5	)		-0.0	%		-			-			-			-
Operating income		71,842			17.8	%		61,803			12.2	%		366,868			18.5	%		230,189			12.1	%
Adjusted EBITDA1		104,007			25.8	%		111,848			22.1	%		557,058			28.0	%		431,181			22.7	%

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

│ 12

Earnings Press Release

Operational data	Three months ended December 31												Years ended December 31
(unaudited)	2022			2021			Variance			%			2022			2021			Variance			%
Specialized TL2
Revenue (in thousands of U.S. dollars)		325,493			328,648			(3,154	)		-1.0	%		1,362,390			1,233,791			128,599			10.4	%
Adjusted operating ratio1		87.4	%		89.6	%								83.1	%		88.7	%
Tractor count, average		3,839			3,845			(7	)		-0.2	%		3,641			3,722			(81	)		-2.2	%
Trailer count, average		11,004			11,302			(298	)		-2.6	%		10,833			10,912			(79	)		-0.7	%
Tractor age		3.6			3.4			0.2			5.5	%		3.6			3.4			0.2			5.5	%
Trailer age		11.5			10.5			1.0			9.8	%		11.5			10.5			1.0			9.8	%
Number of owner operators, average		1,193			1,201			(8	)		-0.7	%		1,126			1,217			(91	)		-7.5	%
Return on invested capital1		13.4	%		9.2	%
Canadian based Conventional TL
Revenue (in thousands of U.S. dollars)		79,101			73,786			5,315			7.2	%		322,553			250,177			72,376			28.9	%
Adjusted operating ratio1		81.1	%		88.4	%								78.7	%		87.9	%
Total mileage (in thousands)		24,498			26,467			(1,969	)		-7.4	%		93,923			92,236			1,687			1.8	%
Tractor count, average		858			728			130			17.9	%		741			640			102			15.9	%
Trailer count, average		3,636			3,401			235			6.9	%		3,456			2,884			572			19.8	%
Tractor age		3.5			4.1			(0.6	)		-13.7	%		3.5			4.1			(0.6	)		-13.7	%
Trailer age		7.3			7.5			(0.2	)		-2.5	%		7.3			7.5			(0.2	)		-2.5	%
Number of owner operators, average		254			324			(70	)		-21.7	%		269			306			(37	)		-12.0	%
Return on invested capital1		21.3	%		10.9	%
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS Financial Measures” section below.
2 Recasted comparative figures for change in operating segments of the dedicated operations from US Conventional Truckload as a result of the sale of business of CFI.

Logistics

(unaudited)	Three months ended December 31												Years ended December 31
(in thousands of U.S. dollars)	2022			%			2021			%			2022			%			2021			%
Total revenue		394,071						441,086						1,763,280						1,662,072
Fuel surcharge		(18,103	)					(13,525	)					(74,158	)					(41,146	)
Revenue		375,968			100.0	%		427,561			100.0	%		1,689,122			100.0	%		1,620,926			100.0	%
Materials and services expenses (net of fuel    surcharge)		269,625			71.7	%		323,164			75.6	%		1,232,049			72.9	%		1,223,846			75.5	%
Personnel expenses		35,770			9.5	%		29,419			6.9	%		143,505			8.5	%		116,523			7.2	%
Other operating expenses		27,107			7.2	%		32,443			7.6	%		134,923			8.0	%		111,742			6.9	%
Depreciation of property and equipment		333			0.1	%		375			0.1	%		1,460			0.1	%		1,581			0.1	%
Depreciation of right-of-use assets		3,644			1.0	%		3,442			0.8	%		14,794			0.9	%		13,943			0.9	%
Amortization of intangible assets		5,292			1.4	%		5,776			1.4	%		21,990			1.3	%		22,684			1.4	%
Bargain purchase gain		-			-			-			-			-			-			(12,000	)		-0.7	%
(Gain) loss on sale of rolling stock and equipment		(7	)		-0.0	%		70			0.0	%		(37	)		-0.0	%		70			0.0	%
Gain on derecognition of right-of-use assets		-			-			-			-			(8	)		-0.0	%		(260	)		-0.0	%
Loss on sale of land and building		-			-			3			0.0	%		-			-			3			0.0	%
Operating income		34,204			9.1	%		32,869			7.7	%		140,446			8.3	%		142,794			8.8	%
Adjusted EBITDA1		43,473			11.6	%		42,465			9.9	%		178,690			10.6	%		169,005			10.4	%
Return on invested capital1		21.9	%					19.9	%

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 theconsolidated 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

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Earnings Press Release

assets, bargain purchase gain, gain or loss on sale of land and buildings and assets held for sale of land and building, gain or loss on the sale of business and directly attributable expenses due to disposal, 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
	2022			2021*			2022			2021*
Net income		153,494			144,139			823,232			754,405
Amortization of intangible assets related to business acquisitions		13,969			13,128			52,003			50,498
Net change in fair value and accretion expense of contingent    considerations		90			1,571			216			1,932
Net foreign exchange (gain) loss		(564	)		(939	)		556			(1,471	)
(Gain) loss on sale of business and direct attributable costs		2,069			—			(69,753	)		—
Bargain purchase gain		—			—			—			(283,593	)
Gain on sale of land and buildings and assets held for sale		(15,941	)		(6,638	)		(77,870	)		(11,978	)
(Gain) loss on disposal of intangible assets		—			(5	)		—			1
Tax impact of adjustments		(1,358	)		(2,636	)		3,284			(11,446	)
Adjusted net income1		151,759			148,620			731,668			498,348
Adjusted EPS – basic1		1.75			1.60			8.19			5.36
Adjusted EPS – diluted1		1.72			1.57			8.02			5.23

* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

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 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 disposal 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
	2022			2021			2022			2021*
Net income		153,494			144,139			823,232			754,405
Net finance costs		16,963			21,441			80,397			73,018
Income tax expense		46,403			49,399			242,409			151,806
Depreciation of property and equipment		56,587			65,294			248,638			225,007
Depreciation of right-of-use assets		32,150			31,190			126,276			112,782
Amortization of intangible assets		13,262			13,653			55,679			55,243
(Gain) loss on sale of business		2,069			—			(73,653	)		—
Bargain purchase gain		—			—			—			(283,593	)
(Gain) loss on sale of land and buildings		—			9			(43	)		19
Gain on sale of assets held for sale		(15,972	)		(6,654	)		(77,911	)		(12,209	)
(Gain) loss on sale of intangible assets		—			(5	)		—			1
Adjusted EBITDA		304,956			318,466			1,425,024			1,076,479

* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

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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
	2022			2021			2022			2021*
Package and Courier
Operating income		37,563			36,713			134,306			108,440
Depreciation and amortization		6,372			6,783			26,532			26,404
Loss on disposal of intangible assets		—			—			—			1
Adjusted EBITDA		43,935			43,496			160,838			134,845
Less-Than-Truckload
Operating income		88,240			103,449			470,807			572,798
Depreciation and amortization		38,080			37,739			152,666			116,060
Bargain purchase gain		—			—			—			(271,593	)
(Gain) loss on sale of land and buildings		(1	)		6			—			16
Gain on sale of assets held for sale		(12	)		(5	)		(55,714	)		(1,640	)
Adjusted EBITDA		126,307			141,189			567,759			415,641
Truckload
Operating income		71,842			61,803			366,868			230,189
Depreciation and amortization		48,124			56,699			212,430			211,561
(Gain) loss on sale of land and buildings		1			—			(43	)		—
Gain on sale of assets held for sale		(15,960	)		(6,649	)		(22,197	)		(10,569	)
Gain on disposal of intangible assets		—			(5	)		—			—
Adjusted EBITDA		104,007			111,848			557,058			431,181
Logistics
Operating income		34,204			32,869			140,446			142,794
Depreciation and amortization		9,269			9,593			38,244			38,208
Bargain purchase gain		—			—			—			(12,000	)
Loss on sale of land and buildings		—			3			—			3
Adjusted EBITDA		43,473			42,465			178,690			169,005
Corporate
Operating loss		(14,989	)		(19,855	)		33,611			(74,992	)
Depreciation and amortization		154			(677	)		721			799
(Gain) loss on sale of business		2,069			—			(73,653	)		—
Adjusted EBITDA		(12,766	)		(20,532	)		(39,321	)		(74,193	)
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination

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

Operating margin is calculatedas 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
	2022			2021			2022			2021*
Operating expenses		1,739,834			1,925,935			7,666,453			6,241,200
(Gain) loss on sale of business		(2,069	)		—			73,653			—
Bargain purchase gain		—			—			—			283,593
Gain (loss) on sale of land and building		—			(9	)		43			(19	)
Gain on sale of assets held for sale		15,972			6,654			77,911			12,209
Gain (loss) on disposal of intangible assets		—			5			—			(1	)
Adjusted operating expenses		1,753,737			1,932,585			7,818,060			6,536,982
Fuel surcharge revenue		(340,199	)		(252,491	)		(1,455,427	)		(751,644	)
Adjusted operating expenses, net of fuel surcharge revenue		1,413,538			1,680,094			6,362,633			5,785,338
Revenue before fuel surcharge		1,616,495			1,888,423			7,357,064			6,468,785
Adjusted operating ratio		87.4	%		89.0	%		86.5	%		89.4	%

* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

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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
	2022			2021*			2022			2021*
Less-Than-Truckload
Total revenue		903,713			959,546			4,023,163			2,815,390
Total operating expenses		815,473			856,097			3,552,356			2,242,592
Operating income		88,240			103,449			470,807			572,798
Operating expenses		815,473			856,097			3,552,356			2,242,592
Bargain purchase gain		—			—			—			271,593
Gain (loss) on sale of land and buildings and assets held for sale		13			(1	)		55,714			1,624
Adjusted operating expenses		815,486			856,096			3,608,070			2,515,809
Fuel surcharge revenue		(182,930	)		(136,635	)		(779,606	)		(374,750	)
Adjusted operating expenses, net of fuel surcharge revenue		632,556			719,461			2,828,464			2,141,059
Revenue before fuel surcharge		720,783			822,911			3,243,557			2,440,640
Adjusted operating ratio		87.8	%		87.4	%		87.2	%		87.7	%
Less-Than-Truckload - Revenue before fuel surcharge
U.S. based LTL		601,436			680,212			2,709,762			1,889,611
Canadian based LTL		123,176			144,697			548,012			556,891
Eliminations		(3,829	)		(1,998	)		(14,217	)		(5,862	)
		720,783			822,911			3,243,557			2,440,640
Less-Than-Truckload - Fuel surcharge revenue
U.S. based LTL		142,180			108,275			615,840			281,110
Canadian based LTL		41,051			28,598			165,185			94,166
Eliminations		(301	)		(238	)		(1,419	)		(526	)
		182,930			136,635			779,606			374,750
Less-Than-Truckload - Operating income (loss)
U.S. based LTL		57,819			72,077			327,793			459,071
Canadian based LTL		30,421			31,372			143,014			113,727
		88,240			103,449			470,807			572,798
U.S. based LTL
Operating expenses*		685,797			716,410			2,997,809			1,711,650
Bargain purchase gain		-			-			-			271,593
Gain (loss) on sale of land and buildings and assets held for sale		-			(7	)		55,054			(17	)
Adjusted operating expenses		685,797			716,403			3,052,863			1,983,226
Fuel surcharge revenue		(142,180	)		(108,275	)		(615,840	)		(281,110	)
Adjusted operating expenses, net of fuel surcharge		543,617			608,128			2,437,023			1,702,116
Revenue before fuel surcharge		601,436			680,212			2,709,762			1,889,611
Adjusted operating ratio		90.4	%		89.4	%		89.9	%		90.1	%
Canadian based LTL
Operating expenses*		133,806			141,923			570,183			537,330
Gain on sale of land and buildings and assets held for sale		13			6			660			1,641
Adjusted operating expenses		133,819			141,929			570,843			538,971
Fuel surcharge revenue		(41,051	)		(28,598	)		(165,185	)		(94,166	)
Adjusted operating expenses, net of fuel surcharge		92,768			113,331			405,658			444,805
Revenue before fuel surcharge		123,176			144,697			548,012			556,891
Adjusted operating ratio		75.3	%		78.3	%		74.0	%		79.9	%
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination

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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
	2022			2021			2022			2021
Truckload
Total revenue		502,784			584,009			2,451,038			2,162,752
Total operating expenses		430,942			522,206			2,084,170			1,932,563
Operating income		71,842			61,803			366,868			230,189
Operating expenses		430,942			522,206			2,084,170			1,932,563
Gain on sale of business		—			—			—			—
Gain on sale of land and buildings and assets held for sale		15,959			6,649			22,240			10,569
Adjusted operating expenses		446,901			528,855			2,106,410			1,943,132
Fuel surcharge revenue		(99,433	)		(77,577	)		(464,707	)		(261,595	)
Adjusted operating expenses, net of fuel surcharge revenue		347,468			451,278			1,641,703			1,681,537
Revenue before fuel surcharge		403,351			506,432			1,986,331			1,901,157
Adjusted operating ratio		86.1	%		89.1	%		82.7	%		88.4	%
Truckload - Revenue before fuel surcharge
U.S. based Conventional TL1		—			106,171			310,026			424,320
Canadian based Conventional TL		79,101			73,786			322,553			250,177
Specialized TL1		325,493			328,648			1,362,390			1,233,761
Eliminations		(1,243	)		(2,173	)		(8,638	)		(7,101	)
		403,351			506,432			1,986,331			1,901,157
Truckload - Fuel surcharge revenue
U.S. based Conventional TL1		—			20,337			82,059			72,527
Canadian based Conventional TL		17,307			9,414			62,929			29,043
Specialized TL1		82,288			48,045			321,362			160,574
Eliminations		(162	)		(219	)		(1,643	)		(549	)
		99,433			77,577			464,707			261,595
Truckload - Operating income
U.S. based Conventional TL1		—			12,409			46,133			49,989
Canadian based Conventional TL		30,463			8,565			84,321			30,367
Specialized TL1		41,379			40,829			236,414			149,833
		71,842			61,803			366,868			230,189
U.S. based Conventional TL1
Operating expenses*		—			114,099			345,952			446,858
Gain on sale of land and buildings and assets held for sale		—			—			—			—
Adjusted operating expenses		—			114,099			345,952			446,858
Fuel surcharge revenue		—			(20,337	)		(82,059	)		(72,527	)
Adjusted operating expenses, net of fuel surcharge revenue		—			93,762			263,893			374,331
Revenue before fuel surcharge		—			106,171			310,026			424,320
Adjusted operating ratio		—			88.3	%		85.1	%		88.2	%
Canadian based Conventional TL
Operating expenses*		65,945			74,635			301,161			248,853
Gain on sale of land and buildings and assets held for sale		15,485			—			15,529			17
Adjusted operating expenses		81,430			74,635			316,690			248,870
Fuel surcharge revenue		(17,307	)		(9,414	)		(62,929	)		(29,043	)
Adjusted operating expenses, net of fuel surcharge revenue		64,123			65,221			253,761			219,827
Revenue before fuel surcharge		79,101			73,786			322,553			250,177
Adjusted operating ratio		81.1	%		88.4	%		78.7	%		87.9	%
Specialized TL1
Operating expenses*		366,402			335,864			1,447,338			1,244,502
Gain on sale of assets held for sale		474			6,649			6,711			10,552
Adjusted operating expenses		366,876			342,513			1,454,049			1,255,054
Fuel surcharge revenue		(82,288	)		(48,045	)		(321,362	)		(160,574	)
Adjusted operating expenses, net of fuel surcharge revenue		284,588			294,468			1,132,687			1,094,480
Revenue before fuel surcharge		325,493			328,648			1,362,390			1,233,761
Adjusted operating ratio		87.4	%		89.6	%		83.1	%		88.7	%
1 Recasted comparative figures for change in operating segments of the dedicated operations from US Conventional Truckload as a result of the sale of business of CFI.

* 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
	2022			2021			2022			2021*
Net income		153,494			144,139			823,232			754,405
Net finance costs		16,963			21,441			80,397			73,018
Income tax expense		46,403			49,399			242,409			151,806
Depreciation of property and equipment		56,587			65,294			248,638			225,007
Depreciation of right-of-use assets		32,150			31,190			126,276			112,782
Amortization of intangible assets		13,262			13,653			55,679			55,243
(Gain) loss on the sale of business		2,069			—			(73,653	)		—
Bargain purchase gain		—			—			—			(283,593	)
(Gain) loss on sale of land and buildings		—			9			(43	)		19
Gain on sale of assets held for sale		(15,972	)		(6,654	)		(77,911	)		(12,209	)
(Gain) loss on sale of intangible assets		—			(5	)		—			1
Adjusted EBITDA		304,956			318,466			1,425,024			1,076,479
Net capital expenditures		(77,755	)		(68,237	)		(175,954	)		(136,782	)
Adjusted EBITDA less net capital expenditures		227,201			250,229			1,249,070			939,697
Free cash flow conversion		74.5	%		78.6	%		87.7	%		87.3	%

* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

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
	2022			2021			2022			2021
Net cash from operating activities		248,348			190,333			971,645			855,351
Additions to property and equipment		(111,716	)		(102,595	)		(350,824	)		(267,173	)
Proceeds from sale of property and equipment		17,685			22,508			128,821			92,842
Proceeds from sale of assets held for sale		33,956			10,503			131,250			19,869
Free cash flow		188,273			120,749			880,892			700,889

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, 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
As at December 31, 2021*
Total assets		379,881		2,351,138		2,317,615		746,638		88,391		-		5,883,663
Intangible assets		193,765		188,604		955,608		454,612		332		-		1,792,921
Total assets less intangible assets		186,116		2,162,534		1,362,007		292,026		88,059		-		4,090,742

* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

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.

│ 18

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, 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
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
YTD 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
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

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, 2022
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		0.96
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		6.22

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.

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Earnings Press Release

Return on invested capital segment reconciliation:
(unaudited) (in thousands of U.S. dollars)	As at December 31
	2022			2021
Package and Courier
Operating income		134,306			108,440
Amortization of intangible assets		645			903
Operating income, net of exclusions		134,951			109,343
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		99,189			80,367
Intangible assets		180,119			193,765
Total assets, excluding intangible assets		182,605			186,116
less: Trade and other payables, income taxes payable and provisions		(67,428	)		(65,438	)
Total invested capital, current year		295,296			314,443
Intangible assets, prior year		193,765			193,288
Total assets, excluding intangible assets, prior year		186,116			194,631
less: Trade and other payables, income taxes payable and provisions, prior year		(65,438	)		(66,793	)
Total invested capital, prior year		314,443			321,126
Average invested capital		304,870			317,785
Return on invested capital		32.5	%		25.3	%
Less-Than-Truckload - Canadian based LTL
Operating income		143,014			113,727
Gain on sale of assets held for sale		(660	)		(1,640	)
Amortization of intangible assets		7,713			9,004
Operating income, net of exclusions		150,067			121,091
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		110,299			89,002
Intangible assets		162,397			182,084
Total assets, excluding intangible assets		352,949			373,655
less: Trade and other payables, income taxes payable and provisions		(77,439	)		(74,241	)
Total invested capital, current year		437,907			481,498
Intangible assets, prior year		182,084			189,579
Total assets, excluding intangible assets, prior year		373,655			403,549
less: Trade and other payables, income taxes payable and provisions, prior year		(74,241	)		(76,608	)
Total invested capital, prior year		481,498			516,520
Average invested capital		459,703			499,009
Return on invested capital		24.0	%		17.8	%

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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
	2022			2021
Truckload - Canadian based Conventional TL
Operating income		84,321			30,367
Gain on sale of land and buildings		(44	)		—
Gain on sale of assets held for sale		(15,485	)		(17	)
Amortization of intangible assets		1,958			2,124
Operating income, net of exclusions		70,750			32,474
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		52,001			23,868
Intangible assets		96,941			104,947
Total assets, excluding intangible assets		185,740			169,197
less: Trade and other payables, income taxes payable and provisions		(40,671	)		(28,473	)
Total invested capital, current year		242,010			245,671
Intangible assets, prior year		104,947			96,737
Total assets, excluding intangible assets, prior year		169,197			121,407
less: Trade and other payables, income taxes payable and provisions, prior year		(28,473	)		(24,839	)
Total invested capital, prior year		245,671			193,305
Average invested capital		243,841			219,488
Return on invested capital		21.3	%		10.9	%
Truckload - Specialized TL*
Operating income		236,414			149,833
Gain on sale of assets held for sale		(6,711	)		(10,553	)
Amortization of intangible assets		20,495			17,394
Operating income, net of exclusions		250,198			156,674
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		183,896			115,155
Intangible assets		678,522			658,692
Total assets, excluding intangible assets		906,564			791,293
less: Trade and other payables, income taxes payable and provisions		(151,097	)		(139,683	)
Total invested capital, current year		1,433,989			1,310,302
Intangible assets, prior year		658,692			615,865
Total assets, excluding intangible assets, prior year		791,293			701,987
less: Trade and other payables, income taxes payable and provisions, prior year		(139,683	)		(112,888	)
Total invested capital, prior year		1,310,302			1,204,964
Average invested capital		1,372,146			1,257,633
Return on invested capital		13.4	%		9.2	%
Logistics
Operating income		140,446			142,794
Loss on sale of land and buildings		—			3
Amortization of intangible assets		21,990			22,683
Bargain Purchase gain		—			(12,000	)
Operating income, net of exclusions		162,436			153,480
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		119,390			112,808
Intangible assets		468,547			454,612
Total assets, excluding intangible assets		263,550			292,026
less: Trade and other payables, income taxes payable and provisions		(186,557	)		(199,967	)
Total invested capital, current year		545,540			546,671
Intangible assets, prior year		454,612			457,098
Total assets, excluding intangible assets, prior year		292,026			272,592
less: Trade and other payables, income taxes payable and provisions, prior year		(199,967	)		(144,305	)
Total invested capital, prior year		546,671			585,385
Average invested capital		546,106			566,028
Return on invested capital		21.9	%		19.9	%
* Recasted comparative figures for change in operating segments of the dedicated operations from US Conventional Truckload as a result of the sale of business of CFI.

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 .

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Earnings Press Release

(unaudited) (in thousands of U.S. dollars)	As at December 31
	2022			2021*
Less-Than-Truckload - U.S. based LTL
Operating income		327,793			—
Loss on sale of land and buildings		8
Gain on sale of assets held for sale		(55,054	)
Amortization of intangible assets		1,118
Operating income, net of exclusions		273,865			—
Income tax		26.5	%
Operating income net of exclusions, after tax		201,291			—
Intangible assets		5,401
Total assets, excluding intangible assets		1,483,288
less: Total liabilities		(637,340	)
Total invested capital, current year		851,349			—
Total invested capital, acquisition price		838,910			—
Average invested capital		845,130			—
Return on invested capital		23.8	%
* The return on invested capital for the U.S. LTL is not disclosed as the trailing twelve-month information was not available for 2021.

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