Good afternoon, ladies and gentlemen. Thank you for standing by. Welcome to TFI International Fourth Quarter 2023 Results Conference Call. At this time, all participants are in listen-only mode. Following the presentation, we will conduct a question-and-answer session. [Operator Instructions] Please be advised that this conference call will contain statements that are forward-looking in nature and subject to a number of risks and uncertainties that could cause actual results to differ materially. Also, I would like to remind everyone that this conference call is being recorded on Friday, February 9th, 2024. I will now turn the call over to Alain Bedard, Chairman, President, and Chief Executive Officer of TFI International. Please go ahead, sir.

Well, thank you, operator and thank you, everyone, for joining us today. Our results released yesterday after the close reflects strong performance by our talented team, beating our expectation and once again, we're entering a new year in the strongest position in our company's history. This comes despite weaker market demand throughout much of the year and is a testament to our adherence to long-standing operating principle, regardless of cyclical freight demand. In particular, I've referred many times to our overarching focus on profitability and cash flow, which is apparent in the fourth quarter results that I'll walk us through. It's this profitability and cash flow that permits us to execute on overarching principles of our growth strategy, which involve investing in the business, pursuing attractive M&A opportunities, and consistently returning capital to shareholders and doing all of this even when the market is weak. This approach to the business is apparent in our fourth quarter results and indeed our performance throughout 2023. In fact, we were able to allocate roughly $2 billion of capital to announce acquisition and share repurchase during the year. Let's turn to fourth quarter results, which include operating income of just under $200 million compared to $217 million in the year ago quarter. Our operating margin of 11.8% compared to 13.4% a year earlier and I should mention that these results include a $23 million reduction in the contribution from assets held for sale. Our adjusted net income of $147 million was down only slightly from $152 million in the fourth quarter of 2022 and adjusted EPS came in at $1.71, down $0.01. Given our intense focus on generating healthy cash flow, we're most pleased with our net cash from operating activity, which was $303 million, up sharply from a year ago, $248 million and…

Thank you. We will now be conducting a question-and-answer session. [Operator Instructions] Thank you. Our first question is from Scott Group with Wolfe Research. Please proceed with your question.

Hey, thanks. Good morning.

Good morning Scott.

Alain, it's Friday morning, so I may have missed it. Did you guys provide any -- did you provide any earnings guidance? I know you typically do?

No, Scott. We have not provided any guidance, okay. So, what we'll do is we'll do that after Q1. As you know, we're looking at this Daseke acquisition. So, this is why we are very cautious in terms of talking about 2024 with this major acquisition. But what I could say is that, for sure, when we come up with our guidance, let's say, sometimes in April, this year, we did about $6.18 EPS -- diluted EPS in 2024, what we could say is that our EPS guidance will not start with a $6, will probably start with something like a $7 somewhere. But because of -- we're very cautious about Q1 and the Daseke acquisition. So, this is why we prefer to -- and like most of our peers, okay, just stay silent right now for 2024 guidance. We'll happily give more guidance, okay, for 2024 after we came out with our Q1.

Okay, fair enough. And then I'm guessing there's going be a bunch of questions on LTL. But we haven't heard from you since the Daseke acquisition, maybe just sort of talk through the rationale of that deal, sort of what you see in terms of the margin potential and how that fits in with some of the stuff you talked about in the release regarding potential spend?

You know what, Scott, we're very happy with this transaction at Daseke. I mean when I look at all the different business units that these guys are operating today, I mean, we're very happy. I mean these guys run a pretty, pretty good operation, I'm talking the operation. If you exclude the head office costs, okay, which is a very high burden for the Daseke numbers, if you exclude that, I mean these guys are running a pretty good operation in 2023 when you look at market conditions. I mean if you look at our global specialty truckload OR in Q4, we're running at 87% OR, okay, in a very difficult environment, right, okay? Our Canadian van business is running an 89 OR in Q4, again, in a very difficult market environment. Just look at our peers in the US, and you will understand that. I would say that these guys running the show over their business unit, the guy that runs the operation like the Lone Star, the Boyd, and the RMG and all these guys, they run pretty close to what we do. Now, it doesn't show because an office is a big burden on the results of the company. I'm very, very happy with this acquisition that's going to close in Q2. And these guys will all even help us on our own US operation because now it's giving a size. And like we said publicly, Scott, we believe, okay, that down the road, okay, this conglomerate discount at TFI that we see today. If we do, okay, like we're just talking about trying to have TFI into two business units instead of one, I think that this will also create some very interesting issues for our shareholders down the road. So, Daseke helps us create size, okay, in our US truckload operation -- specialized truckload. We don't want to be in the van world. A year and a half ago, we sold CFI to Heartland, okay, because we didn't want to be in the van, but we really like specialty truckload, the flatbed operation, the tank, and all that. We do really well. And we believe that the US and Canada down the road, 2024, 2025, 2026, a lot of investment will be done in infrastructure, roads, buildings, schools, et cetera, et cetera. And for sure, that will help the Daseke operation and our own Canadian specialty truckload. So, I think our timing is really good, like our timing of selling CFI was really opportunistic, okay? I think that this one is also in the same league.

Our next question is from James Monigan with Wells Fargo. Please proceed with your question.

Hey. I just wanted to ask one of the questions on the US LTL today. Just -- can you just give a sense of what you're expecting in terms of like OR improvement across the coming year? And given the sense that there is some uncertainty -- understanding what you might be able to get in like more flattish volume environment versus a place where maybe volumes improve more significantly?

Yes. Well, you know what, James, we said it. I mean the 2024 plan for us is to deliver a 88 OR, right? We're a 91 OR right now in Q4. This is not acceptable for sure. I mean the guys have worked hard because you have to understand where we were three years ago -- two years ago, okay? 91, okay, is acceptable, okay. But 2024 91 is not acceptable, and our plan is to be an 98 OR for 2024. Also part of our plan, okay, is stop shedding volume, right? So, if you look at our Q4, volume is down, again, 4%, right? Year-to-date, we're down 13%; in Q4, we're down 4%. So, we took action in terms of improving our service, okay, like I mentioned on the script there. Our claim ratio is down like there's no tomorrow. We're a 0.5% of revenue. So, that helps the customer experience with us. We made a major improvement in our asset base, our fleet in terms of training, our drivers, et cetera, et cetera. So, we believe that we can deliver in 2024, something like 98 OR and stop losing volume, okay? The market has been under pressure in 2023. Yes, ORC is gone, okay, that helped the market, but still. And us, we are working on improving our service, reducing our costs, and being more efficient. And our goal, like I said many, many times, for 2024 is to run an 88 OR global for US LTL.

Got it. At this point, do you think you'll be growing shipments in 2024 based off of where you are now?

Well, I don't think that this will come in Q1, Q2. I think that we have a change in leadership, okay, of our sales team. We have refocused our people there. So, we believe that this company should be running by the end of 2024, 24,000 shipments a day, right, to 25,000 shipments a day, which is very low compared to when we bought the company. When we bought UPS Freight, they were doing about 32,000 shipments a day. Now, like we said before, a third of those shipments didn't make any sense, right? So, we had to do a lot of cleanup over the years of freight that don't fit, freight that was not for us, but that is mostly done, 99% done now. So, now it's tough for us to start growing again with the market by improving our service, we have more linehauls now on the road than ever, right? So, we use less rail. So, our road service is way better than rail. So, that's going to slowly help us improve because when we bought the company, a lot of the lane haul was done on rail. So, now slowly, we're moving less on rail and more road that will help improve our service. The fact that our equipment is in much better shape. Our average age is about a little over four years down compared to seven and a half, eight years average when we bought the company. We had to make some major investment there. Same thing also with our terminals. Same thing with our training of our people. So, -- and don't forget that for two and a half years, we were also very focused on our TSA moving away from UPS. Now, this is done. I mean, in April of 2024, this is going to be the three-year anniversary of our acquisition of UPS Freight. So, we're done, okay, with our TSA with UPS. So that helps us, okay, focus more of our IT resources into building the IT of the future instead of the IT of the 1960s.

Thanks very much.

You're welcome.

Our next question is from Ravi Shanker with Morgan Stanley. Please proceed with your question.

Great. Thanks. Morning Alain. If I can just push you a little bit on the guidance commentary or lack thereof. I completely understand that the -- there's very little visibility on macro, but at the same time, you have been able to give us several kind of moving parts and targets on the guide for 2024, and you don't have a large US LTL business. So, what exactly are you kind of -- what are the moving parts? Or kind of what are you waiting for more clarity for before we know what the 2024 number is? And I also wanted to confirm that the $7 handle that you said is an organic number?

Yes. Yes. So, really, Ravi, the big thing for us is what we said when we acquired Daseke is that it's going to be neutral to our EPS in 2024, right? So, I just want to make sure, okay, this is going to be the case. So, let's say we take over April 1st, we came out after two or three weeks, we'll be in a better position to know exactly, okay? Is this going to be EPS neutral okay? Or is this going to be like maybe $0.10, $0.15 for 2024? We said that it's going to be about $0.50 minimum for 2025, the Daseke acquisition. So, what I'm saying that this is like -- our EPS, probably we'll start with a $7. This is organic. This got nothing to do with Daseke because like we said, Daseke is neutral, right -- so, in 2024, right? So, the reason is we're looking at market condition, we're looking at our truckload operation that is really suffering not so much on the OR, okay? But on the volume, the topline because if you look at my OR, my specialty truckload, my truckload, okay, my specialty truckload, even more. I mean, it's a topline that's killing me, right? Because my OR is very close to what it was in 2022, but we lose so much topline. So, this is why to give a guidance right now for 2024 -- when we look at so far what we've seen in January, it's a tough January. I mean, weather-wise, it's been terrible, okay? So, that's why we want to be cautious like most of our peers, right? And -- but what we can say is that we believe that 2024's EPS -- diluted EPS is not going to be a $6 thing. It's going to be a minimum of $7 now. I mean we'll quantify that after Q1 because we want to know also if we are still in a very depressed volume environment because don't forget, if you look at our P&C, again, we have what, a 71, 72 OR in our Q4. But we lose topline, we lose 4% volume. Now, one of my peers came out in North America with 7% loss of topline, volume-wise, right? So, it's the market is soft. And before giving a guidance, I don't want to make the mistake that I made in 2023 when we were probably a little bit too optimistic about volume and we missed two quarters in a row, the consensus.

Very helpful, Alain. That is understandable. And maybe as a quick follow-up. You mentioned the conglomerate discount earlier in your remarks. Can you just elaborate a little bit more on your thinking there? What does in due course mean? Is that a 2024 event or 2025 event? And kind of how are you looking at the separate businesses kind of together or apart?

Yes. You know what, Ravi, it's not 2024. That's for sure. I mean, 2024 for us is really the year we take over Daseke, and we deliver on our promise of TForce Fright running an 88 OR, right? So, that's really the focus. But by the fall of 2024, we start to get ready for 2025, okay? In terms of maybe other deals, okay, significant deals for us. And at the same time, this thing that we call that project, SFI, okay, which is separating the truckload from the rest. We believe that this will create a lot of value. We also believe that this project may not be just for TFI. Maybe some other specialty truckload may join this project to create size, right? So, it's an open discussion that we're going to have with other parties, probably late in the fall 2024 to be ready to do something into 2025, Ravi.

Thanks Alain.

For short-term. I mean when you look at -- I would say between the end of 2025, I mean we should be fixed on that.

Understood. Thank you.

Welcome.

Our next question is from Jordan Alliger with Goldman Sachs. Please proceed with your question.

Yes. Hi, morning. Can you maybe talk a little bit to the factors that continue to impact US LTL profitability on an adjusted basis year-over-year, that $50 million or so in EBIT, which is down versus a year ago? And then, when you think about the shape of 2024 and all the stuff you're working on in US LTL, when can we return to positive year-over-year EBIT growth in that division?

Yes, I think that positive growth year-over-year in the US LTL will happen in 2024, right? So, in 2023, we had to go through this negotiation with the Teamster contract, which increased our costs per hour by about 7%. We made a lot of progress on the cost side, but we kept losing volume year-over-year. So, I think that this is going to be a thing of the past sometimes in 2024. Maybe not Q1, Q2, but down the road in Q3, Q4, we believe that finally by improving our service, we'll be able to be in a position where we start growing again. And growing topline will help us grow the bottom-line at the same time. The other thing also that is important to notice is our GFP operation in 2023 was affected badly as of Q2 by an issue with some customers, okay, that were not really doing what they were supposed to do. So, we addressed that late in 2023. So, we should be in a better position to start growing our GFP franchise in 2024 that will help also our LTL operation -- US LTL operation. So, it's a question of service, okay? One also of issues we have that we're working on fixing is the customer experience with us when it comes to billing customers. So, for years and years, okay, we were going through a system that was not really probably the best in the world. And we have lots of issues that hinders the relationship we have with customers. So, this is also a project that we have for 2024 to finally come up with something that is fair and reasonable for our customers. I mean, this is not something that we encounter in Canada. I don't think that our peers in the US have the same issues that we do with billing customers. For sure, our churn -- because of that, our churn of customers is way too high compared to probably our US peers, or what we do in Canada. So, this is another thing that the guys are working on. The churning over there at TForce Freight in the mind of the previous management team was normal. For us, it's not normal. I mean, our churn is way too high compared to what we do us in Canada, or I think what our peers are doing in the US.

Got it. And then, just a quick follow-up along all those lines. Can you maybe talk a little bit, again, on the US LTL? I know revenue per 100 weight, probably due to mix, has been down, but can you talk a little bit about the core pricing, contractual, renewals, and what sort of magnitude you're getting?

I think pricing is pretty good, guys. What's killing us is the volume. I think, our pricing, our revenue per shipment is up, our weight per shipment finally is up, okay? Because if you look at our weight per shipment, we're still way behind my peers. I mean, we're like hauling feathers compared to what we do in Canada or what my peers are doing in the US. But our weight per shipment is up 10% finally, okay. We're able to do that. But we're still way, way, way below my peers' average, right? Peers average is probably like 1,500 pounds and me, I'm still stuck at 11-something. So, we're heading in the right direction. But again, you're paid about 100 pounds on a shipment. So, the lighter shipment that you haul, less money you get. So, this is -- you don't have to be a rocket scientist to understand that. And this is why we've changed the focus of our sales team to try to change the mix, and we're heading in the right direction there. Our revenue per shipment ex-fuel is up and that's the way to go. In terms of pricing, I think our peers are very smart, okay. They understand that everybody is in this business to make money. And that's just all freight, just for the pleasure of hauling freight. So, that's the beauty of that US LTL is that our peers are smart. So, we like to compete with peers that are smart, because they're about making money.

Thank you.

Welcome.

Our next question is from Jason Seidl with TD Cowen. Please proceed with your question.

Thank you, operator. Good morning Alain.

Morning Jason.

I wanted to stay on US LTL for a little bit. Really nice job in the quarter with that claims ratio. Where do you think it can go from there? And sort of what has gotten us to drop a whole point off that number?

You know what, Jason, we look at that, I mean, the culture at TForce Freight at the time was this 1.52% of revenue was normal. And we said that, no, guys, this is not normal. I mean, if you look at our peers in the US, if you look at what we do in Canada, I mean, in Canada, we're 0.1% of revenue, which is acceptable. So, what we did is, we took some of our Canadian folks, okay, and they worked with our US team, and we were able to solve the problem at the source, right? So, this is an experience where our customers experience dealing with us on -- at least on the claims side, the experience is way better than it was a year ago. So, we're trying to do the same thing also. Like I said earlier on the call, the billing, the way we bill customers, I mean, there's way too many mistakes. We make way too many correction. And this is something that, in the past, in the mind of the management then, it was acceptable, okay? We just make mistake and we just correct them, okay. But us, we say, no, no, no. That's not the way to do it. So, now, software that we use, the tools that we have, the people, because there has been a lot of moving parts with people, we lost people that were there, I'm talking 10 years ago. So, this is why we are investing big time in 2024 to improve the experience, okay, customers with us on the billing, customer service and all that. And we should see some major improvements during the course of 2024, and that will help us grow our business, grow our volume. Because if you're a shipper and you say, well, okay, I could deal with ABC and then I deal with TForce Freight, and it's a nightmare because those guys, they bill me wrong, they send me a credit, et cetera. I mean, this is not professional, right? So, this is another aspect of improving service with customers that we're working on, over and above the delivering of the freight.

I think if you guys improve ease of use and also your claims ratio, that should also help you in the pricing department going forward as well.

Absolutely.

I want to jump on a little bit in near term here, and then a clarification. So, how should we think about the US LTL OR on a sequential basis from 4Q to 1Q, given that a lot of your peers have called out bad weather in January? And then, you mentioned an 88 OR for LTL, is that an exit rate for the year or is that full year total?

No, that's full year, Jason. For sure, Q1 is going to be a tough quarter for us. I mean, we're not going to be a sub-90 OR in Q1. I don't think so. But I think that for the year, okay, that's the plan, that's the commitment of our team to deliver an 88 OR for the year, but not in Q1. Q1 for sure has been terrible.

Got you. I appreciate the color, Alain.

Pleasure, Jason.

Our next question is from Ken Hoexter with Bank of America. Please proceed with your question.

Great. Good morning Alain.

Good morning Ken.

So, obviously, significant prices you've mentioned on the 0.5% claims, but noted costs are still too high. So, how much is still from the legacy UPS expense that rolls off? And what is still under your control? And then, just -- you threw out the 10% increase in weight per shipment. You mentioned last quarter that was something you were very focused on. What do you focus on and how do you change that?

Yes, that's a very good question, Ken. Like we said, I mean, in terms of the claim, I mean, we have nothing to do with, let's say, what happened two, three years ago. So, all this is behind us. I mean, when we took over the company, I mean, we severed the past. So, our claim today is whatever our claim are based on what the operation is today. Now, in terms of future where we could be and all that, I mean, the company is very well positioned to start growing in terms of volume. I forgot what was your second question, Ken.

Just the first one was just how much of the legacy UPS expenses? Like what do you still control once that goes off? So, when you stop growing from 91, 88, this has nothing to do with the cost rolling off in April. This is just your own internal cost?

No.

Okay. And then, the second one part of that was the weight per shipment focus.

Yes. Excuse me. Yes. The weight per shipment is something that we've been working at for day one. Because we said, look at our peers, nobody is hauling 1,000-pound shipment on average, nobody. So, why are we doing that? Well, because our focus has been with the previous owner on retail only, right? So, this is what we're trying to change with our sales team and say, guys, I mean, retail is good, but let's try to move more industrial freight, like most of our peers are doing. So, the target is to slowly get closer to the average weight per shipment that our peers are, because you're paid by the panel, right? So, that's number one. And we've said it many, many times also, what we're trying to do is to reduce the time that our drivers are driving between each and every stop because they have to drive an average of about 10 miles between each and every stop, which is nonsense. We drive less than five miles in Canada between each and every stop and the density in Canada is not the same as the density in the US. So, that's another focus in terms of reducing the cost of our shipment -- labor shipment costs, right? So, reduce the miles, focus closer to your terminal and stop delivering, let's say, a shipment 70 miles away from your terminal, because this doesn't make any sense. Now, all this takes time, right? So, we bought the company about two and a half years ago. We came in there. There was a sales team. The sales leadership has changed, right? A year ago, we started making some changes at the sales leadership. We're beefing up the team now with some members of the TFI team in other sectors. So, we should start to see some improvement in 2024 in terms of growth. We should also start to see improvement in our service. We're moving more freight on the road, linehaul road versus rail, okay, than in 2023 to improve service. At the same time, our costs also are under control because we have better equipment. Our MPG is comparable to our peers now because our fleet always has got a normal age versus two years ago, we had a fleet that was way too old with an MPG that was way too low. So, all this years improved service.

Great. And from -- a quick follow-up on the spin. Just want to understand why you chose to spin the truckload as opposed to the LTL into an independent, given the strides, given the peer pure-plays, just wonder your thought on why not that way?

Yes. Because at the end of the day, I mean, if you look at what we have, P&C is very small, right? It's only $500 million, $600 million of revenue ex-fuel. So, it's really small. So, after truckload is gone, what are we left with? It's really an LTL in a logistics company, and very different than our peers. Just look at our logistics, Ken, in Q4. We came out with an 88 OR. Most of my peers are down, like, 40%, 50%. One of my peer's OR is 100. That peer has got LTL and Logistics, as LTL is great. Logistics is running 100 OR. Us, we run our logistics very efficiently, and we make a lot of money at it. Our return on invested capital is through the roof. So, I think that the combination of LTL and logistics make a lot of sense if you make money with logistics, right, if your return on invested capital is about the same. So, if you're running, let's say, your LTL at an 85 OR, okay, with a return on invested capital at 25%, and your logistics is running a 98 OR with a return on invested capital at 4%, well, that doesn't make any sense to have the two. So, I would agree with you that then you do the spin-off of only your LTL. But it's different at TFI, because the way we run logistics, we're about making money. That's just volume. So, if you look at my Q4, excluding JHT acquisition, I'm flat, okay, on my OE. So, my peers are down 30%, 40%, 50%. One of my peers, like I said, is running 100 OR. We're very different. And our logistics will keep growing, Ken. I mean, for sure, but smart, we're not in the business to do logistics at 2%.

Wonderful. Alain, appreciate the time and thoughts. thank you.

Pleasure Ken.

Our next question is from Walter Spracklin with RBC Capital Markets. Please proceed with your question.

Thanks very much. Good morning Alain.

Good morning Walter.

So, going back to the spin, and you mentioned the conglomerate discount, and I know in the past you've kind of talked about your P&C in Canada as having been already consolidated, not a lot of room for you to grow by acquisition. It's a really premium asset, and I bet would fit nicely into a lot of other organizations that would see it as strategic. Is that something in that conglomerate discount kind of avenue that you would -- it's obviously we put something out on that, but love to hear your thoughts on how you see the P&C division in Canada?

Well, like you just said, Walter, the problem we have with our P&C is that it's so good, right? And except organically, we can't grow it. I mean, there's nothing really of size that we could do in Canada, right? So, we can't buy ABC. We could buy -- there's not much we could do on M&A on P&C. So, if you go back to the waste in 2014-2015, we could not grow the waste at the time. We had a fantastic business that was called Matrak [ph] and we couldn't grow it. And people said, well, this is probably worth $500 million -- $400 million, $500 million. And then we said, no, we're going to sell it. Then we sold it to GFL for $800 million at the time. So, if you look at our P&C, it's a diamond. It produces a ton of free cash flow, it's a gem. The problem we have is same as the waste. Our waste business at the time was also a gem, right? But same story is, we can't grow, right, except organically. So, for sure, right now, Walter, our plan is to keep growing organically our P&C. We're trying to do -- we're having some discussion with players right now to try to do more for them, okay, versus what the situation is. But our real focus is, like I said on the call, for 2024 is our US LTL. We have to deliver that famous 88 OR. And we have to do this Daseke deal and get ready for 2025 because we believe that this will create a lot of value for our shoulders if we could strike this deal in 2025. And we also believe that maybe this spin-off is not just going to be about the TFI assets, maybe other assets will be part of that deal, okay? Because we have a value proposition that is second to none to other parties if they want to join us. So, now, going back to your question about P&C, this is why at the end of the day, we'll have to make a decision down the road, Walter. But it's not going to be 2024, because I'm too busy in 2024 with everything that we're doing and our team the same. But our P&C team, they're really focused. I think that in 2024, we will start growing organically. It's not easy, okay, in 2024. If you look at my Q4, my volume is down, what, 3%, 4% again quarter-over-quarter. The market is soft. Hopefully 2024, things will start to get better.

Okay. And then, my follow-up question is on your reference to the next deal. How much of that is when you're ready as opposed to when there's an opportunity? You always mentioned there's a bunch of larger players that you're always in talks with. Could it be that the timing works and this is a 2024 deal, or is it possible that this happens in 2025 and maybe not at all depending on if it's things that are outside of your control and timing? Just help me understand a little bit how that will play out this larger kind of LTL, logistics acquisition in a potentially 2025 framework?

But you know what, Walter, the big difference between when we bought UPS Freight and while buying Daseke. UPS Freight was a very difficult deal to do because it was a carve-out and the company was not making any money. The OR was about 110, the fleet was a disaster, et cetera, et cetera. Daseke is a different story. I mean, Daseke will run a sub-90 OR within six to 12 months in my mind, okay? The operating groups there are very, very, very good. I mean, there's a few things that will work with them to fix. But in general, this is an easy transaction for us compared to UPS Freight, which was a very complex one. So, with that in mind, okay, what I'm saying is that once we do Daseke early in Q2, if something comes along before the end of 2024, that makes sense, okay, financially even before we do the spin-off, we are in position to do it. Why? Because Daseke is not a big rock in our shoe. They run a very, very good operation, okay? And I think that to bring those guys to a sub-90 OR, it's not going to take five years, okay? It will be very short, same market condition as we have today, right? If market condition freights changes in 2024 late or into 2025, that's going to make it much easier even that. So, to answer your question, yes, we're doing Daseke. Yes, we're working on the spin-off. But if a good opportunity comes along late 2024 into the LTL or into the Logistics world in US, we're in.

Excellent. Thank you very much for the time. Appreciate it.

Pleasure Walter.

Our next question is from Jason Seidl with TD Cowen. Please proceed with your question.

Thanks Alain for taking my follow-up. Along those lines, you made a comment about potentially growing your specialty truckload a little bit before a potential spin. I guess, two questions. Geographically, where would you be looking to do that? Number one. Number two, what types of specialties do you think would be additive to make that a more attractive asset on the spin? And three, would it have to be done before a potential exiting of the P&C business, or could you do it -- do you need to do it after?

Well, Jason, you know what, first of all, it's got to be US. Because in Canada, there's not much in terms of size, right? So, it's got to be US. What we like in specialty is, we're big fan of tanks, we're a big fan of flatbed and dump operation, right? So, that is really our focus. We're not big fan of reefer, okay? So, this is really our focus. And if you look at Daseke, I mean, that's a perfect fit for us, right? And in terms of, do we have to do P&C, yes, no. I mean, P&C in my mind is maybe something may happen down the road, but right now our focus is really, like I just explained, is let's deliver our US LTL, let's do the Daseke deal, and if an opportunity comes along, okay, in late 2024 into LTL or logistics in the US, we're ready to look at it. Why is that? Because Daseke is not the same difficulty for us as UPS Freight was. UPS was a lot of work, it's a carve-out, it's complex, it's big, et cetera, et cetera. Daseke, to me, it's small, it's $1.5 billion revenue, $1.6 billion, $1.5 billion in the US, $100 million in Canada, and the operation is very well run. There's a few things that will work with the boys over there. But to me, I mean, it's day and night versus the UPS Freight deal, in terms of complexity, in terms of difficulty to bring the OR under 90.

Makes sense Alain.

Pleasure Jason.

Our next question is from Tom Wadewitz with UBS. Please proceed with your question.

Yes, great. Good morning Alain.

Morning Tom.

Wanted to -- I know you've gotten a bunch on US LTL, but wanted to ask another 1 on that. You had, I mean, obviously the yellow situation provided a lift. I think the way that kind of flowed through to you was initially good, but then maybe a little bit disappointing on the tonnage and keeping the shipment. And then, you're showing improvement in service with the cargo claims ratio down a lot. So, I guess, I just want to get your sense of how much visibility you have to the improvement and to things being on track. The 88 OR is that 90% cost driven and you have a lot of conviction? Or is it 50-50 with revenue and you still could have some kind of volatility around the shipments and the pricing performance. So, just, I guess, some more thoughts on the trajectory on US LTL?

You know what, Tom, my experience with revenue -- growing revenue at TForce Freight has not been too good, right? So if you look at our track record for two and a half years, I mean, we were never able to grow revenue over there. Why? Because our churn is too high, because our service was not up to par to our peers, et cetera, et cetera. So, this is -- well, when we talk about it, the 88 OR, it's going to be like 80% today based on how good can we shrink cost today, right, to get to the 300 basis point versus what we are today at Q4. Now, we've made some changes, okay? We've improved our claims, okay? Like we said, we are improving our linehaul, okay, just in time because we do more on the road than on the rail versus, let's say, two years ago or a year ago. But still, okay, we have to improve the customer experience dealing with us on billing, okay, where there's too many mistakes, like I said earlier on the call. So, this is an ongoing process in 2024. Our sales team also has to be more focused on the freight we need, not the freight that's there, okay, that we don't need. So, it's again a cultural change that -- guys, okay, retail freight is good, industrial freight is better because it's heavier. We get more money. Close customers to our terminal is better, right, than customers that are 100 miles away from our terminal. All this kind of education of our sales team and focusing on the right thing, and also reducing the churn, okay, with our customers. Our churn is too high. So, these are all things that, during the course of 2024, we have to make some major improvements. Like we said on the script, on our press release, we were successful on claim, okay, because that was a major issue of dealing with TForce Freight claim is a disaster. So, that's been fixed, okay, and we're doing well on that. Now, we have to improve -- continuously improve our service, and this has got to be the goal. But if you ask me today, okay, to get to 88 OR, okay, how are you going to get to there? I would say, 80% of that will be saving money, being more efficient, doing more with less. And hopefully our sales team and our sales leadership start to deliver some growth year-over-year in terms of the shipment count.

Right. Okay. Maybe just a couple more quick ones on that. So, if you look at -- so you're saying volume up, I think, for shipments in second half is -- would you -- in US LTL, would you also expect revenue per 100 weight to be up in second half? So, the pricing lever too? And then, just wondered if you could give a little more kind of detail on how much of linehaul is outsourced to rail, like where you were before and maybe where you are today. Thank you.

Yes. So, right now, what I could say, Tom, is that we're doing our own linehaul for about 56% or 57% of all miles. So, rail is doing probably like 35% and third-parties are doing the rest. In terms of trying to be where are we going to be in 2024, really the goal on the revenue per 100 weight is to improve that. I mean, our revenue per 100 weight is down a bit. We think that the market condition will support some growth in there. If I look at my peers, those guys are up. Us, we're down a bit because our weight was also up at the same time. Our revenue per shipping is up year-over-year. We believe that market condition in 2024 for the industry in general in the US will be positive. So, we'll be in a position, again, to improve the quality of our revenue. But again, I mean, if the service is there, okay -- like my peers, their service is up to par, right? It's easy to get more money. It's easier, not easy, but it's easier to get price increase from customers. It's not the situation at TForce Freight, right? So, we are working on improving service. And once you improve service, then you're way better positioned to start moving rates up, okay, versus market. I'm convinced that TForce Freight today versus my peers, same shipment, same destination, et cetera, et cetera, same way -- we have to give a discount to our customer, because our service is not comparable, but we're going to get closer in 2024 with everything that we're doing.

Right. Makes a lot of sense. Thank you for the timeline.

Pleasure Tom.

Our next question is from Brian Ossenbeck with JPMorgan. Please proceed with your question.

Hey Alain, good morning. Thanks for taking my questions.

Good morning Brian.

So, just want to follow-up on that service point you gave the context of the year-over-year improvements. Can you talk about how that trended through last year and how recent those improvements were? Because it sounds like it might have been more recent events, because that probably has some implications in terms of how fast you can improve the pricing, how much customers trust the level of service. So, maybe you could give a little bit more context around that.

Yes. No, what happened, Brian, is that this is -- these are improvements that happened during the course of 2023. If you look at the claim, I mean, it's something that we just woke up one morning and say, hey, I mean, our claim ratio has improved so much. This is something that we should talk about, and this is why for the first time we're talking about it in our press release, right? But this is something that we started improving about a year and a half ago when we saw that there was really a need -- a major need for improving. In terms of the linehaul, what we're talking about, okay, this is something that we started about three, four months ago, okay, when we talked to our union contract and all that. We said, guys, you know what, in order to improve service, we want to drive more miles on the road. For sure, that will create some kind of jobs, et cetera, et cetera. So, that is something that we really started, let's say, in the fall of 2023, and we'll keep doing that to improve service. In terms of the major rock that I've got in my shoe over there, which is billing, et cetera, et cetera, this is something, we've just hired a new folks in our pricing billing department, I would say like six months ago. This guy took it over, and that's going to be part of our improvement for 2024. There, we have seen some improvement, okay, because of all the measures that we've put in place, manual measures, okay, to improve the way we bill customer to try to eliminate as much as possible mistakes and all that, and credits and rebuilding and all that. But I mean, in terms of the system, this is 2024, where we're going to have to move into a much better tool for our people to be able to build customer in a efficient way so that there's no more mistakes. I mean, you know what, this is something I've never seen in my life, how bad of a system that we have, how many mistakes we make. I mean, I think that for, let's say, 22,000 shipments, we will probably issue like 35,000 invoices because we bill, we credit, we rebill, I mean, it's just a nightmare. And this is not something new, this has been going on for years and years and years, but it's never been addressed.

Got it. So, on the other side of US LTL, one of the big themes going to this year, I think, was just getting the terminal level information down to the service center managers [indiscernible] thoughts and whatnot. So, I don't think you've talked about that as much. So, maybe you can give us a sense in terms of how that's progressing, and if you're starting to see that, that's going to take a little while to get moving as well?

Very good question. I mean, yes, we have financial information now at the terminal level, okay, in 2024. This is something new, okay. So, I'm meeting the guys next week and I'll know more. I was in one of our terminal in Alabama two weeks ago, talked to the manager there. Yes, we're doing better now. And then, for sure, Brian, that's something I forgot to talk about. But you're absolutely right. I mean, this is also going to help us because now we're providing them the financial information so that they could start making a difference in terms of managing costs better, okay, managing labor costs better, et cetera, et cetera. That's something new though. I mean, this is -- we're just doing that now, okay? It will take some time. Some managers will make it, maybe some managers will say, you know what, this is not for me, and then we'll have to replace some of the managers. But a manager at a TForce terminal in 2024 now has got to manage costs, manage employees, manage the fleet, manage the service, et cetera, et cetera. He has got to be a real manager.

Got it. Appreciate it. Thanks so much Alain. Appreciate it.

Pleasure.

Our next question is from Konark Gupta with Scotia Capital. Please proceed with your question.

Thanks operator. Good morning Alain.

Good morning Konark.

Good morning Alain. Just wanted to understand on Q1. I know you were saying, it's tracking a little bit soft due to weather in January, et cetera. But are you expecting EPS flat or up in Q1 versus last year's Q1? And would you say the free cash flow for the full year grows toward $10 per share?

Konark, okay, so, like I said earlier, we don't really want to talk too much about 2024 so far. But what I could say is, again, I mean, I think our free cash flow for -- we did $9 a share this year. The forecast, what I could say is that, we believe that our free cash flow for 2024 is going to be very good as well, right? We'll give more information when we come up with our Q1. But when you think about that, I mean, $9 a share, I mean, this is quite an accomplishment. We believe that we'll be more precise when we get into Q1 numbers. But I think the free cash flow is going to be, wow, again in 2024 based on what we could see now. January for sure has been tough. I mean, Q1 -- are we going to do better in Q1 2024 than in Q1 2023? I would say, yes, okay? Will that be better by a lot? Probably not, because January has been quite difficult for us. And if you listen to our peers, I mean, everybody is saying the same. I mean, we had snow in Nashville, our terminal was closed for a few days. I mean, this is never seen, and never heard that before. So, TFI is all about cash, right? Like we said many, many, many, many times, that helps us do M&A, buyback shares, et cetera, et cetera. The focus at TFI has always been about cash, cash is king. And what I could say is, I will come up with something more of a guidance at Q1. But if you try to pull a little bit of information from me, I would say that we believe 2024 is going to be as good as 2023, and maybe even better.

Okay, that's great, Alain. And then, maybe if I can follow-up with all that cash that you expect to generate this year, are you earmarking anything for tuck-ins and buybacks at all?

Yes, yes. Tuck-in, for sure. Konark, we always do tuck-in, right? We always spend or invest at least $200 million to $300 million a year on tuck-ins, so absolutely. I mean -- now, in terms of buyback, probably not as much as we did last year. But there again, it depends on what the stock price is, right? So, if you look at our Q4, we bought back, I think, 1.5 million shares, okay, because we look at the reaction after we came out and we saw an opportunity and we said, you know what, we're going to buy 1.5 million shares. We did that in Q4. So, depending on the reaction of the stock, we're always there. Now, with this Daseke deal, what I could say is that, let's say we close that in April, I would say that our leverage will be under 2 million at the end of June, after the closing of the deal. And then, if nothing major happens, I mean, we'll probably be under 1.5 million by the end of the year.

Okay, that’s great. Appreciate the time, Alain. Thanks.

Pleasure. Pleasure Konark.

Our next question is from Ben Mohr with Deutsche Bank. Please proceed with your question.

Hi, good morning Alain. Thanks for taking our questions.

Good morning.

Can you talk a bit more about the conditions in which you'll pursue a breaking up of the company? Your December statement didn't include much details in terms of how you're thinking about doing that. Now, obviously the market responded favorably to it, but can you talk about conditions in which a split happens or doesn't happen? And what does the breakup do for the LTL business that it's not getting now?

Yes. So, what we're doing now is, really we're studying this project, and we believe that it makes a lot of sense. Because if you look at our return on invested capital, right, although our return on invested capital for our truckload in Q4 was about 10%, right, which is the lowest within TFI. And now, that compares favorably with my peers though. I mean, if you look at my peers, except for one, that is a big intermodal player, okay, even in Q4 with a 10-point-something return on invested capital, okay, I'm probably better than everybody, except that peer that do a lot on the rail. We believe that this makes a lot of sense to be as a standalone, okay? And even more now with Daseke, that's going to give us some size. And also that's going to give us some free cash flow over and above what we have within our truckload operation. So, it's really the logic of not being a conglomerate, okay, like we've always been. Now, you have to understand the history because we start really on the Canadian side. And in Canada, you cannot be a pure play, because if you're a pure play, you're always going to be small. So, we've grown this business in Canada as not being a pure play. So, with package, with LTL, with truckload, blah, blah, blah, and then we start moving into the US. We start with truckload first, okay, with TA and CFI. We sold CFI, so now we're more in LTL, and in specialty truckload with the Daseke acquisition. But still, okay, like one of my peers that did the spin-off, I would say, what, two years ago, okay, it makes sense for us to do that sometimes in 2025. So, we're getting ready…

Thanks. And as a follow-up, beyond the 500 to 700 basis points of initial OR improvement for US LTL that you've discussed in the past, you've also talked about an additional 500 to 1,000 bps from mix and density improvement. How much would you estimate you've achieved from that so far as we enter 2024? And what's the cadence of achieving the balance of that over 2024 and 2025? Are you still targeting an 85 OR in 2025, which means another 300 bps from the 88 from 2024?

Yes, that's a very good question. So what we're saying is 88 for 2024, that is really the goal. We said that this company has to be an 85 and probably less than 85 OR over time. Now, for sure, this is based on normal market condition, which we haven't seen in 2023. We don't know if we'll see that in 2024. But let's say that in 2025, we have normal market condition in terms of freight environment, I think that we should be well-positioned to be under 88 in 2025 in normal market condition. Can we get to 85 over time? I'm convinced. Will that be in 85 in 2025? I mean, it's still too far away to say that. But I'm still convinced, guys, that this company, there's no reason for us not to be a low 80 OR company over time over a period of three, four, five years in the normal freight environment.

Great. Thanks Alain.

Pleasure.

Our next question is from Kevin Chiang with CIBC World Markets. Please proceed with your question.

Hey Alain. Thanks for taking my question. I know the call has been going long here.

Good morning Kevin.

Good morning. Maybe just a clarification question on the 88 OR in US LTL. Are you assuming shipments are similar to, let's say, the exit rate or the seasonally adjusted rate in the back half of 2023, so roughly the 23,000 shipments? Or do you assume you can kind of get up to that 24,000, 25,000 shipments or is that needed to get to the 88 OR?

Yes, the average shipment for us in 2023 and 2024, Kevin, is about 23,0000 to 24,000 shipments, right? So, we're not going to do that in Q1, okay, but the average for the year should be in that 2023, 2024 range.

Okay, that's super helpful. And I know this is nitpicky, but just on the TL acquisition you talked about $0.02 of earnings accretion in 2025. It does sound like there's a lot of low-hanging fruit. If I just do quick math, if you drop that OR by like five points, it seems like it could be significantly higher than $0.50. I'm just wondering, is it conservatism, is it -- any noise around purchase price accounting to close the deal still? Is it just macro? Just wondering maybe the difference between the margin improvement you've talked about and the $0.50 that's in the December press release?

Yes, we're always conservative, Kevin. When we talk about $0.50 in 2025, that is to me, that's a minimum. When I look at all these different operation, when I talk to all this leadership that those guys that run the show over there in the nine different business units, I'm very confident that these guys, over not three years, okay, it's not a complex deal like UPS Freight, UPS Freight was very difficult to do. Daseke is not the same at all. I mean, Daseke, we have great operating team in all the business units, and these guys have done very well in 2023 in a difficult market like us, they've done well. Now, when you look at the global of Daseke, you say, well, they're not doing that well. Well, the problem is that they have huge costs at head office for consultant accounting. I mean, they spend a lot of money during the course of 2023 and probably prior for people that came in to help them at head office, right? As an example, they've implemented Oracle Finance, same as us, okay? Us, we're doing it ourselves. Over there, they've done it with the consultant. That cost them, I don't know, if I remember, $3 million, $4 million. I mean, us at TFI, we've done it ourselves. I mean, we didn't invest in the consultant to help us do that. I mean, we've done it ourselves, right? So, that's what I'm saying. Those guys are -- the operating guys are really, really sharp. So, if market conditions turn sometimes in 2024 late or maybe into 2025, there's lots of construction that needs to be done in Canada and in the US. I mean, the infrastructure, the road, the schools, the housing, et cetera, et cetera. So, that's why I believe that our timing is fantastic for Daseke's acquisition. The same as our timing for selling CFI was great. I mean, we were in a good position when we sold CFI, fantastic. I think we're in a fantastic position with this acquisition of Daseke, step one. And then it positions us well to do what we want to do in 2025 with probably other parties, and to do a great specialty truckload public company in the US that's got size, okay, with the TFI asset and maybe other assets.

That makes a ton of sense. Great color, and best of luck in 2024.

Thank you.

Our next question is from Cameron Doerksen with National Bank Financial. Please proceed with your question.

Yes, thanks. Good morning. Maybe just two quick ones from me. I guess, maybe first on the logistics, you alluded to this a little bit, but the JHT acquisition looks like it was a real positive in Q4. I'm just wondering about the sustainability of the logistics margins in 2024. And is there any, I guess, seasonality in there that either helped Q4? Or maybe the question is really more about what we should expect as far as the sustainability and margins in logistics?

Yes. You know what, Cameron, I think that our logistics sustainability is under 90 OR. We've always played in the 90, 91, 92 OR so far. I mean, you saw us at 88-something in Q4. I think you'll see us below 90 for 2024. Now, JHT, for sure, 2024 is going to be a little bit of a slowest year for them because the build rate, okay, of Packard and Freightliner, DaimlerChrysler -- not DaimlerChrysler, but Daimler, okay, will be a little bit less in 2024. But 2025, 2026, I mean, JHT is just going to be booming big time. So, to answer your question, I think that the new normal for a logistic is going to be sub-90 OR, okay? And I would say that 2025, 2026 probably will get even better with existing business that we have today.

Okay, perfect. And then, just secondly, on the Canadian Conventional Truckload, obviously some challenges there on the OR. How much of that was kind of driven by M&A that you did during the year where you're still working through the improvements with those tuck-in acquisitions?

No, Cameron, this is a Canadian problem that we have, right? So, we are losing, okay, because the market is soft and we have unfair competition with the Driver Inc. situation in Canada. I mean, this is a disaster that we have in Canada, and nobody is doing anything about it, right. So, I don't know if you guys are familiar with the Driver Inc. thing there, okay? But Driver Inc. is -- it's unfair competition to all the regular company -- trucking company in Canada. So, we are suffering. We're losing volume to those guys because it's unfair competition. The Driver Inc, okay, has got probably a $0.20 to $0.35 advantage minimum versus us, because they're not paying any benefits to their drivers.

Right. Right. Okay. No, that's a good--

That's the problem we have in Canada. Cameron, that's the problem we have in Canada. Now, that will get fixed if volume comes back to a certain degree. But it will be a long-term problem for us, okay, as long as nobody in Ottawa, okay, or in Quebec or Toronto does anything about it.

Right. Okay. No, that explains it. Thanks very much.

Pleasure Cameron.

Thank you. Our next question is from Benoit Poirier with Desjardins. Please proceed with your question.

Hey, good morning Alain.

Good morning Benoit.

Yes. Just in terms of capital deployment, you provide good color about the buyback M&A we might see in 2024. I would be curious to hear you about CapEx, what kind of numbers we should expect. And also, in terms of M&A, your appetite to get exposure to claims down the road through M&A, given your focus on cash and asset-light business?

Yes. So, CapEx, excluding Daseke, should be the same 2024 than in 2023. So, if you look at our CapEx, net CapEx, we're talking about something in the neighborhood of $300 million, okay? So, excluding Daseke, we're talking about the same kind of number, right? So, I mean, our free cash flow is going to be great again, I think, in 2024. So, like I said earlier, Benoit, I don't think that we're going to do a lot of buyback unless there's an opportunity on the stock price. So, really the focus is going to be, do the Daseke deal, fine, bring the leverage down back to something like 1.5 by the end of the year, okay, and do maybe some small nice tuck-ins here and there, spend maybe $200 million to $300 million, like we always do. And if there's a transaction that makes sense for us late in the year or into early 2025 in terms of either LTL or logistics, well, for sure, we'll look at it. Hello?

There are no further questions at this time. I'd like to hand the floor back over to Alain Bedard for any closing comments.

All right. I want to thank everyone for joining us this morning. We're excited about the year ahead, and we're glad you were able to join us today. If you have any follow-up questions, as always, please don't hesitate to reach out. Enjoy the weekend everyone and thank you again. Bye.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.