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Good afternoon, ladies and gentlemen. Thank you for standing by. Welcome to TFI International's Fourth Quarter 2020 Results Conference Call. [Operator Instructions] Before we turn the call over to management, please be advised that this conference call will contain several statements that are forward-looking in nature and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. Also, please note that TFI has changed its presentation currency and all dollar amounts are in U.S. dollars. Lastly, I would like to remind everyone that this conference call is being recorded on Monday, February 8, 2021. I will now turn the call over to Alain Bédard, Chairman, President and Chief Executive Officer of TFI International. Please go ahead, sir.
Well, thank you very much, operator, and I want to welcome everyone to this afternoon's call. I mean, today was a special day, I guess, as our press release is now out just since about 5:00. So I don't know if it's because we changed from Canadian dollars to U.S. dollars. I mean there was a glitch, I'm sorry about that, but the press release is finally out. So my script was saying, well, today after market close but really was at 5:00, we released our fourth quarter and full year 2020 results. Now TFI International had another very strong quarter, which capped a very successful year, a year that includes our listing on the New York Stock Exchange 1 year ago this month. Most importantly, we generated robust operating and financial results despite the ongoing pandemic and our focus on health and safety of our employees and customers. Looking back at 2020, we never strayed from our operating philosophy, which includes a relentless focus on the fundamentals of the business and on getting the details right. Seeking opportunities to enhance efficiencies is a nonstop focus of ours that became even more important last year. As always, we look to increase return on invested capital, optimize our free cash flow and grow our earnings per share. This, in turn, placed us in a position of strength with a strong financial profile that allows us to strategically expand our business. Our ultimate aim is to create long-term shareholder value, returning excess capital to shareholders whenever possible. The identification of strategic accretive acquisition opportunities to expand and enhance our platform has long been part of our strategy. During the fourth quarter, we completed 5 acquisitions, bringing our total to 13 well-timed and highly strategic acquisitions for the full year. Subsequent to year-end, we have already completed another acquisition. As you know, we have also announced an agreement to acquire UPS Freight, expected to close during the second quarter. In a highly disciplined manner, we continue to selectively seek acquisition candidates that are both accretive and strategic to extend TFI International's long and successful track record of growth through M&A. Let's now talk -- let's now walk through fourth quarter results, starting with our high-level performance. As you may have seen in our earnings release today, we have elected to change our presentation currency from Canadian to U.S. dollars due to our growing market presence in the U.S. and to facilitate a comparison of the company's financial position to that of its peers. For competitive purposes, our historical financial statements have been restated. Our total revenue for the quarter is $1.1 billion, was up 13% compared to the prior year's fourth quarter, marking a return to year-over-year growth. Even more important, given our focus on profitability, our operating income increased 26% to $117 million and our adjusted EPS on a diluted basis expanded 36% to $0.98, up from $0.72 a year earlier. Our net cash from continuing operation activities was a robust $165 million, up 24% over the prior year. As I mentioned, this strong cash flow is strategically important, allowing us to invest in our business and seek strategic expansion opportunities. Digging in further on these strong results, let's review each of our 4 business segments, starting with our P&C. P&C represents 15% of total segment revenue and saw a 21% increase in revenue before fuel surcharge versus the prior year December quarter. Our operating income was $29.4 million, was up 30% and the operating margin was at 19.1%, up 130 basis points. Our growth over the prior year was due to a pickup in both B2C and B2B activity, which has come back well, following the pandemic-related slowdown earlier in the year. As I mentioned last quarter, following the pandemic, our P&C segment has a more balanced mix of B2C and B2B, and we believe that we are well positioned to capitalize on future growth opportunity in both markets. Our LTL segment represents 14% of total segment revenue and generated revenue before fuel surcharge of $141 million compared to $151 million in the prior year quarter. While the pandemic-related decline in demand persisted, we saw improvements during the quarter. More importantly to us, our LTL operating income grew 27% to $24.5 million, and our operating margin expanded 450 basis points to 17.3%. The strong growth in operating income received a small boost from the Canadian wage subsidy of $2.1 million but was mainly driven by success driving operating efficiencies at the same time that year-over-year revenue decline have continued to moderate to only 7% in the fourth quarter. Moving on to Truckload. This segment represents 42% of total segment revenue. Revenue before fuel surcharge returned to year-over-year growth in the fourth quarter, up 6% and our Truckload operating income also returned to growth, up 15% to $54 million. Our operating margin also expanded up 100 basis points to 12.2%. Within Truckload, both our U.S. and Canadian operation grew revenue before fuel surcharge, 3% over the prior year period, while our specialized business grew 9%. And similar to LTL, we benefited from a small Canadian wage subsidy of $4.1 million in our Truckload segment. Completing our business segment discussion, Logistics represent 29% of total segment revenue. Our revenue before fuel surcharge jumped 62%, driven by e-commerce, same-day package delivery demand and our acquisition of TForce Worldwide in November. Our operating income nearly doubled to $26.5 million from $14.2 million a year earlier, driven by strong top line growth, combined with 110 basis points of operating margin expansion. TFI International's balance sheet is a significant source of strength that allows us to be opportunistic as we execute our business plan. We ended the year with more than $800 million of liquidity, which benefited from our strong cash from operating during the fourth quarter, and we reduced our long-term debt by 35% over the course of 2020. Subsequent to year-end, we further strengthened our financial profile, with January's private placement of $500 million in senior notes substantially extending maturity to 8 to 15 years at fixed rates. In conclusion, I'll reiterate that TFI International, we focus on the fundamentals of the business to maximize profitability and cash flow, and we seek to optimize our capital allocation to further enhance value. This is our approach regardless of constantly changing macro condition, and you saw us adhere to this philosophy during 2020, which was certainly an unprecedented year. Looking ahead, I believe in TFI International is in its strongest position ever to create additional shareholder value, as you can rest assured that our entire team is focused on driving efficiencies to produce not just growth but profitable growth. As I said at the outset of today's call, our ultimate objective is to create and unlock shareholder value, returning excess capital to our shareholders whenever possible. And with that, operator, if you could please open the lines. We can begin the Q&A session.
[Operator Instructions] Your first question comes from the line of Ravi Shanker with Morgan Stanley.
Alain, can you give us some color on what customer industry feedback has been post your announcement of the UPS LTL acquisition?
You mean the customer feedback that UPS out from this acquisition? Is that the question?
All of the above. Kind of have you heard from UPS customers? Kind of, do you have a sense of how they're reacting to your purchase of the business? And also kind of any of your existing customers or other people you don't do business with kind of now that this deal has really put you on the map in the U.S.?
Yes. I think that the customary reception is, wow, this is a fantastic transaction because, as you know, UPS Freight for UPS was very, very minimal in terms of their portfolio, in terms of the percentage of their business. It was not a real focus of our -- of theirs, I mean, which will be a real focus of ours, though. And based on all the experience we have in Canada, and if you look at the profitability that we're able to come up, the Canadian LTL market is very, very, very competitive and we're able to do really well there. And I think that the UPS Freight acquisition is really going to be such a strategic acquisition for us at TFI. It's fantastic. So the -- I mean we have reaction for the employees at the company. We have reaction from customers. We have a reaction from suppliers. We have reaction from people that sells trucks because as you may have heard, I mean, we're planning on investing on a lot on CapEx there for the -- at least for the next 2 or 3 years in order to do a little bit of a catch-up. So the reaction so far has been really, really positive. And in Canada, right now, UPS Freight service Canada with a local cartridge company. And for sure, over time, I mean, this is going to be part of our strategy to really move that business away from the strategic partner that they used to have in Canada into our own network. So it's going to be really positive for the cost of our division in the U.S. and positive also for the profitability of our Canadian division that's going to take over that business over the next, I don't know, 1 year or 2 years, whatever the transition is going to be.
Great. And as a follow-up question, you guys were very targeted and tactical with inroads in the B2C e-commerce business, kind of going after really dense profitable lanes that you said were more profitable than even you expected. Do you expect those opportunities to persist into 2021 once the world starts normalizing again? Or do you feel like that was a unique thing driven by the pandemic?
No, no, I don't think that we'll ever go back to the pre-COVID market condition. I think that what you're seeing is a very successful strategy that was put in place by Mr. Kohut, our EVP that runs the show for us in our P&C and his team, very successful in really focusing. And if you look at our EBIT margin in Q4, we've grown the top line, we've grown the bottom line and the margin as well. So we, at first, if you go back maybe 18, 24 months, we were always afraid of growing too much on the B2C because there was a perception that because it's free, you can't make money on it. And we had customers that was pushing us into doing things that didn't make any sense. Us, we said, "No, no, no. We're not in business to practice delivery. We're in business to make money on behalf of our shareholders." And finally, we were able, thanks a little bit to this pandemic thing there to say, "Well, you know what, B2C, if we do it properly, if we do it where it makes sense, where the density is high, yes, we could still come in with great margin." And the confirmation is in our Q4 numbers. And wait until you see. I've seen so far January and the trend is still the same. The organic growth is still about the same as we saw. Now I don't think that when B2B reopened fully, let's say, in 6 months, 9 months or a year, maybe there will be a little bit of a small effect on B2C. But by the time that this happens, I mean, B2C is growing all the time. The pandemic was just a major catalyst for this business to explode. And we're not going back to the pre-COVID at all, no way. And if you look at our Logistics, it's the same story. Our results there are just going through the roof. We're on fire over there. We're on fire in Canada big time. The U.S., I mean, we still have a lot of work to do on the U.S. side, but the team is really, really focused on improving. We saw major improvement, too, also on our U.S. operation, but not to the degree -- we're not growing organically in the U.S. today, same as we are growing in Canada. But that -- I mean we'll get there.
Your next question comes from the line of Allison Landry with Crédit Suisse.
So I mean it doesn't look like there was any specific guidance, and obviously, there's quite a few acquisitions that you guys are digesting. But maybe if you could just give us a sense for how you're thinking about organic top line growth in 2021. Obviously, there's a lot of margin improvement opportunities, both organic and inorganically. But just hoping you can give us some sort of broad guideposts for how to think about the earnings part of the business over the next 12 months and also free cash flow generation.
Yes, that's a very good question. And there, again, guys, I'm really sorry about this press release that came out so late that I know you guys are good, you're a fast reader but you really have to read fast about what's going on. But your question about organic growth. If you look at our P&C's result, okay, in Q4, and you look at the organic growth that we have there, it's really very comforting to look at that. We're up, what, about $20 million in the quarter, okay, which is huge. I mean it's like more than 10%, 20%. We see the P&C growing the same kind of rate into '21 so far. LTL, the Canadian LTL, we're down 7% in the quarter year-over-year. Probably what we see for '21 is that this will probably remain like a negative 5% or negative 5% to 10% on the top line, not on the bottom line, though, because we have lockdowns in Canada, still big time in Ontario and in Québec. So our LTL is really affected by that kind of environment. Plus there's also depreciation of the market in the sense that a lot of our customers are shutting down their doors because of the e-commerce growth. So they are -- there's a rationalization of the number of stores, so that affects our business on the LTL side. So LTL, on the Canadian side, we see a negative organic growth there for 2021. Now if you look at our Canadian Truckload, our specialty Truckload and our U.S. Truckload, we see a little bit of growth there, a few points, not much. I mean the focus for us is really get the business more efficient. What we're talking about is we have a project in the U.S. with CFI and TCA and maybe down the road, once we acquire UPS Freight, the Truckload division of UPS Freight, the intention is really to have 1 business unit in the U.S. to reduce our overhead, reduce our costs and run a much better operation that we'll be able to be closer to an 85% OR versus a 92% OR like we are today. Logistics, that's also a big story for us. I mean, yes, if you exclude the acquisition of DLS, which is TFWW within TFI, that I mean, we're growing. We're growing in Canada like 20% to 25%. Right now in the U.S., not so much. I mean we're about flat to plus 1%, plus 2%. By the end of the year, I think that will be closer to a plus 5%, plus 6%. But more importantly, look at the improvement on the margin. I mean even if you exclude DLS, which has a much lower margin, I mean, DLS runs about 3%, 4% net profit. It's really low, but we just bought the company a few months ago. So globally, we don't give any guidance for '21 because there's so many things that can happen. I just looked at the consensus on Bloomberg. I think that this -- the consensus that we have for '21 on EPS diluted, I think it's attainable. But the guidance for us is nothing before we get into Q1 and nothing before we're sure that everything that's going to go at UPS Freight or TForce Freight. So there's too many moving parts right now.
Okay. That was actually really helpful. And just following up on UPS Freight. Any sense -- I mean, obviously, you just announced the transaction, but is there any sort of possible real estate or terminal sales or divestitures or anything like that, that you foresee with UPS Freight? And I know that you have an agreement or some kind of a commercial arrangement with Saia. Is there any sort of competitive implications there? Maybe if you could speak to those 2 questions, that would be great.
Yes. That's a very good question, Allison. The relationship with Saia is very strong and very solid. As a matter of fact, we had a call with the team there just to make sure that they understand that the transaction with UPS Freight has got nothing to do with the relationship between Saia and one of our business unit, which is TST CF. And we're going to keep on working on this relationship and grow that. The UPS Freight acquisition, that's a different story. I mean it's got nothing to do with the relationship we have with Saia. Now in terms of the real estate, my first comment on real estate, I don't think that we will have any real estate to sell. But what I think is going to happen over time is that we will have more revenue generating from the real estate portfolio. So let me explain what I mean by that. 25 years ago, when I took over this LTL company in Canada, I mean, a terminal was the only source of revenue was the LTL operation. But if you look at the way we run our business today, let's say, in Toronto, okay. One terminal, I could have maybe 30% of this terminal being occupied by a TFI business and the rest is third party, a different trucker. We rent space on the dock. We rent space in the yard. I think that when I look at the real estate portfolio of UPS, what I can see now, okay, but it's still very early, is not that we're going to be selling anything. As a matter of fact, we're probably going to be building, okay, terminals there and to eliminate the leases that we have. But what I think is going to be a nice feature down the road is that we'll bring other revenues into our real estate portfolio by leasing space in our yard, by leasing space on our dock, where it makes sense and where it fits.
Your next question comes from the line of David Ross with Stifel.
Wanted to talk about the dedicated opportunity at UPS Freight, the dedicated Truckload piece that's being peeled off of there. Once you merge it with CFI and TCA, how big is your total U.S. dedicated business going to be post deal?
Okay. So another very good question, David. So if you look at TCA today, there's about 500 trucks running dedicated today. And if you look at UPS, I mean, they run close to 1,000. So if you do the sum, it's about 1,500 trucks tomorrow, okay, let's say, in the summer of '21 that will run into our dedicated unit.
And I guess when you think about UPS Freight on the LTL side of things, the TForce Freight side, what's the one thing you need to get right over the next couple of years to make everything else easier?
Yes. Well, oh boy, there's many things that we have to get right, okay? So our first priority is, and I think I've said it, is CapEx because we want to have a fleet that represents the company in the sense that safety-wise, fuel economy-wise, maintenance-wise, it's about the same plan that we did when we bought CFI, that CFI at the time was running what we call a rainbow fleet. We have a similar kind of story over there. So safety, driver satisfaction, et cetera, et cetera, that's really key #1 for us, okay, on the CapEx side. The other thing also that's going to help us is on the claim, okay? We are going to be really focused in reducing our claims because cargo claim, as an example, is about 1% of revenue today. 1% of revenue in our book is way too high. I mean -- so we're going to work with the team there to get this closer to half or 0.5 point. For sure, we will have to address some customers' issue, okay, because the rating of the business and maybe some freight doesn't fit the network. When we bought CFI, the Truckload division of XPO, we were stuck with tons of freight that did not fit CFI. It took us a year to get rid of that freight that we were losing money on. When we look at UPS Freight, we have something similar. There's some freight there that the company does not make any money on it. Now it's normal because it was part of a global commingling, bundling, whatever word you want to use, okay, for the good of the company, okay, UPS. And if you look at the results of UPS, they are fantastic, okay? But UPS Freight, not so much. So now UPS Freight being a stand-alone, they have to stand on their own 2 feet, and there's some freight maybe that don't fit the network. So we will have to address that as soon as possible, as soon as we get in there, okay, and talk to the customer, understand if it fits or not and then take action. So if you ask me, I mean, is it possible, like you just said, when you announced a deal that you could run at 96% OR within 12 months? I'm convinced. And I'm also convinced that when I look at the good LTL company in the U.S., and there's many like OD and Saia and others, that those guys will all run sub-90% OR. There's no reason to us why in 2 to 3 years, we are not in the same position of sub-90% OR. Now I know there's always a story, yes, but there's a union. Us, union, we work with the union. We respect the contract but we manage the business.
Your next question comes from the line of Scott Group with Wolfe Research.
David, I don't know if you're on. But if you can maybe give some history on the updated financials in the U.S. Try to help us understand. That would be helpful for everybody. In terms of question, maybe just for -- can you give us an update on DLS and how is it performing? And...
Operator? I'm sorry, operator, because I can't understand...
Is this any better?
That's good. Now I can hear you. Okay. Go ahead, please.
Okay. Sorry about that. Apologize. I was saying -- I'll just start over. David, if you're on and if you've got the -- some history of the financials in U.S. currency, that would be helpful for everybody. And then, Alain, my question for you on, how is DLS performing? I know you mentioned sort of low single-digit margins. Where do you think those can go this year?
Yes, yes. Well, this year, here's my thinking. I mean we're happy with what we're seeing so far, okay, in terms of revenue, in terms of revenue growth, in terms of gross margin. It matches what we thought it would be, okay. And in terms of free cash flow, it's fine. Now is -- are we where we think that we should be? I don't think so. So -- but it's still too early in the game to really be able to say, "Well, are we going to be running a 96% OR all the time over there? Or are we able to run a 90% or 92% OR?" I think that 90% to 94% OR is doable in this business, but it's still too early in the game to get more specific on that. I mean we just bought the business in November, right? So we have 2, 3 months behind us. It fits the plan. It fits where the plan that these guys provide us with. Am I happy with this? For now, yes. Can we do better? Absolutely. I'm convinced. Now Rick Hashie is working with Tom and the crew there. For sure, it's a big cultural change for them. I'll just give you a small example is that they never manage the cash there. So our focus us is we have to manage the cash. So no, we have 1 supplier that we were paying those guys at 7 days, a transportation company. And we say, why are we paying those guys at 7 days? Well, it's because it looks better. Well, no. So we changed that to 30 days because normally, in our book, our logistics company are working capital negative. So you don't need the working capital to manage this business. But in the case of DLS or TFWW now, we need the working cap to operate the business. So I mean one step at a time. By the summer, okay, we will be moved out of SAP at Donnelley into our Oracle system, okay? And you will start to see -- because we're still in a transition agreement. We're paying for their service as we speak. So for sure, I mean, there's going to be some saving over there down the road. It's still too early to say, but top line is there. Gross margin is there, the overhead, I'm convinced that there's something that we could do about that.
Okay. And then just last one. Since announcing UPS Freight, you've also announced another smaller tuck-in acquisition. Should we expect that you'll continue to do a bunch of those tuck-ins this year? Or with UPS Freight, do you think there's less of the small activity?
No, the small ones, I mean, we do them all the time, all the time. I mean, the big ones is once every 3 years, 2, 3, 4 years, we do a large one. But the small ones, we do them all the time. I mean we've got so many opportunities. Our pipeline is full of what we could do. Now for sure, it's got to fit. It's got -- the price has to be reasonable and the resource has to be there. So this one that we just announced this year is under Mr. Brookshaw, our specialty TL operation. So absolutely. If we could buy a company in Canada right now that would be in the same business as our P&C group, absolutely, we would do this deal. If we could find an LTL company in Canada that fits absolutely, we will do the deal. Now are we going to do any LTL deals in the U.S. after this deal? No. I mean we're going to be really busy in the U.S., okay, getting this company to the level of profitability that is normal.
Your next question comes from the line of Walter Spracklin with RBC Capital Markets.
So keeping on with acquisitions, I know you were talking last year about your focus on a potential -- something in the truckload space. I'm curious with UPS Freight, is that off the table now? Or both because of balance sheet and resources that you're devoting to the integration? Or is it -- do you consider yourself able to do still a larger deal in a separate segment if the stars align?
Yes. If it's the right deal, Walter, we'll do it. I mean in our Truckload division, absolutely, it can be either in the U.S. or in Canada. If it's the right fit, if it fits, absolutely, we'll look at it because don't forget, really this UPS Freight thing there is going to take a lot of my time, a lot of the time of our LTL group working with those guys, yes, okay? But our Truckload guys, our Logistics guys, I mean, if there's a deal that fits, if there's something that's reasonable, that there's a nice payback, absolutely, we won't pass on it. But nothing major though. Nothing. I mean there's not going to be a $300 million investment into a company right now. It's impossible. But something small that the investment is going to be 20, 30, 40 50, 60? Yes.
Got it. Okay. And understanding you're not giving guidance on any of the major items, I was wondering, Alain, if some of the other areas like your CapEx spend anticipated. I know you gave us some indication with UPS Freight and what would be required on a kind of global U.S. dollar side. Your tax rate, I don't know if you have any DNA forecast out there. Any of those kind of more accounting-related or along those lines that you might be able to give us some insight on for this year, if possible?
Yes. Walter, what we would prefer to do right now is to get -- well, Q4 is behind us now, Q1, okay. Once we get Q1 out, I mean, we'll have a much better feel about where we're going. CapEx, okay, if you exclude, okay, the UPS Freight acquisition, I mean, our CapEx is going to be normal again this year like in Canadian dollars, net of disposal, it's always about $200 million, right? So our dividend stays the same. I mean, it's $0.29 a share right now per quarter. That doesn't change. There's many things that don't change. It's just that we don't know enough about what's going to happen in Q2 and in Q3. Q2 because of the amount of subsidy that we got in Q2, okay? So we want to get closer to Q2 so that we are really going to be in a position to say, "Okay, forget about the subsidy." And if you look at our Q4, subsidy is minimal. I think it's about $6 million or $7 million. Probably Q1 is going to be close to 0 and Q2 is probably going to be again, 0, right? So we just want to see a little bit more, not to mislead the investors. What I could say is that the consensus that is out right now for '21 in terms of diluted EPS, I think it's attainable. The CapEx, basically, it's about CAD 200 million for the existing business. And then over and above that, we're going to do more into -- with the TForce Freight acquisition.
Great. And I've got a 25% effective tax rate. Is that good to keep using that tax rate?
Yes, yes. Well, it's lower than that this quarter, but yes, 25% is reasonable.
Your next question comes from the line of Tom Wadewitz with UBS.
Yes. I know -- let's see. I know you've been asked a bit about kind of the, I guess, whether you can do small deals and other deals. How long do you think it takes to digest something this large? Is this something that, don't look for another large deal for 2 or 3 years because you need that kind of time? How do you think about how -- -- because obviously, it's really big for you, and there's a lot of work to be done.
Yes, absolutely. I mean if you look at history, there's always 3 years between a big deal for TFI, right? So 2011 was a big deal for us. A big year deal, '14 was big. '16 into '17, CFI was the one, and now it's '21 is UPS. There's nothing major that can happen in '21, '22, impossible. We will be laser-focused on TForce Freight and UPS Freight, whatever you want to call it right now. That's going to be our mission is to bring this company to the level of profitability that is normal. Right now, at 99% OR, it's not normal. So that's going to be our focus. The small deals, yes, we could do the small tuck-ins and Truckload, the LTL in Canada, in P&C in Canada, no sweat, small. When I say small is the aggregate could be like CAD 200 million invested or, let's say, USD 150 million on the small deals a year...
Yes, yes. Okay. That makes sense. What about synergies across the system? I think we haven't really seen historically that Truckload and LTL companies together, I guess, case in point would be kind of Conway bought CFI and then they ended up separating them. And I'm just wondering how you think about potential synergies across your different businesses in the U.S. and the network. And also, whether there's a mix of union on the LTL side and nonunion on Truckload side, whether that's a barrier to sharing some of the terminals or whatever kind of resources, assets you might want to share.
Yes. Well, in terms of the synergies, you're absolutely right. I mean except for the buying power, okay? So when you discuss with a truck manufacturer, when you discuss with a fuel provider, you don't care if it's LTL or Truckload. So the sum of the 2, normally, we should get a better deal. So that could be an area of synergies, okay, the spare parts or the maintenance and all that. In terms of the customer, in terms of -- we don't see that. The bundling, we're not a big fan of bundling us because if you tell me that I'm going to lose money with this account because Paul makes money on it, I don't -- we don't do that. Peter has to make money, Paul has to make money, so it's very simple. And Peter runs his show and Paul is the same. So -- but in terms of purchasing power, yes, there's some synergies there that are attainable and doable like the tires and all that. In terms of under the same roof, okay, having a union or a nonunion carrier, okay, I mean, we don't have a problem in Canada. We do that all the time. We've done that since the last 25 years. Now maybe in the U.S., it will be a different story. I don't know, okay? But what I can tell you, though, is that in my mind, the terminals that we're buying are owned by a real estate company -- will be owned by a real estate company, which is going to be a subsidiary of TFI. That's the plan. That's what we're working on now. So the operating unionized company is a tenant of the real estate company, like anybody else. And we'll see.
Right. Okay, that's helpful. I'm sorry, go ahead...
Tom, what we want to -- you guys to understand is our philosophy is that a terminal is not a union terminal because it's a real estate asset that will be leased to a union carrier that's owned by TFI or a nonunion carrier that's owned by TFI or nonunion carrier that's owned by somebody else.
So -- but it remains to be seen whether that there's receptiveness from the union to that approach? Is that fair? Or do you think you have visibility to that?
Well, I mean, it's just a real estate transaction. I mean the important thing is that the operating company is a tenant like everybody else.
Your next question comes from the line of Konark Gupta with Scotiabank.
First of all, glad to see the numbers are in U.S. dollars. You sure scared me for a minute and some AI bots there. So maybe first one on -- not to beat the dead horse here but just on the UPS acquisition. I understand that you are buying the small kind of piece from UPS here, but obviously, clearly, they were bundled. And the Freight business you acquired deals with UPS, the parent company, as well as other external customers. So like when you talk about focusing on improving their profitability, one of the key tenets to that is you have to kind of update or improve the pricing in some businesses or you have to let go that business perhaps. But my question is how -- like what would be the take or the reaction from UPS parent or the external customers when you go to them and ask for if they're putting the right price or the fair price there and they might think maybe they go to somebody else? And like what sort of the risk and pitfalls in going to those customers and telling them all of a sudden that we will not be able to provide the same prices that UPS did for many years?
Well, if you look at one experience that just took place the last few years is the large competition to UPS is another group that is also the #1 LTL provider, okay? And the largest LTL carrier, okay, in the U.S. is competing with UPS in the parcel business, right? And they used to do a lot of bundling. They used to do a lot of, give me a good price on my package and I'll give you a deal on the LTL. So the reaction of this company has been, FedEx, I'm talking about. You know what, guys, we are so overwhelmed with volume. Why would we be using LTL as a loss leader, right? So I think that if you would ask the question to the UPS team there, I think that they are overwhelmed with volume. And a lot of customers are calling us and them and FedEx and everywhere for capacity, right? So I think that it's the same problem also with the LTL. There's a capacity issue there as well. So us, our approach with customers is going to be very simple, is that guys, this freight does not fit. So I mean either it fits or it doesn't fit. And it could be because the lane does not fit or it could be because the commodity does not fit because there's too many claims or it could be the region does not fit because we don't cover it ourselves and we lose money with the agent. There's many reasons. But then we sit down with the customer and have a discussion. And we can provide to a customer another solution because, let's say, it doesn't fit our operating company. Maybe it fits our Logistics company. So this will take time, guys. It's not going to happen overnight. It's the same kind of discussion we just had on the real estate side. This will take time. It's not going to happen overnight that we're going to have tenant in our real estate portfolio, outside tenants. But if you look at 25 years ago, Cabano-Kingsway, there was none. Today, we generate a ton of money in our real estate division renting space to third parties, right? So it's the same story with the customer. We got to go step-by-step and have a chance to discuss. And -- but we have lots of tailwind right now in the industry on the package side and on the LTL side in the U.S., I'm talking about.
Right. So it's kind of fair to expect that perhaps, the first 3 to 6 months post closing, there will be a lot of discussion with the existing customers on their terms and conditions?
Yes. But don't forget, guys, our focus #1 is going to be the equipment. We want to reduce the maintenance. We want to improve the safety. We want to also improve the driver's experience. Instead of driving a 2004, the guy drives a 2021. It's not the same experience. There's more safety on the truck. It's -- we want to do all of this step 1, and also, at the same time, slowly address the situation because we want to be lean and mean in terms of cost. One big area that we can do without making a mistake because with customer, you can make a mistake, right? So it takes time. But on the CapEx side, replacing old equipment with new equipment, reducing your maintenance costs, improving your safety, improving the driver's experience by replacing 2004 with 2021, you can't make a mistake by doing that.
Great. And the last one is on the investment, so thanks for providing color on CapEx and tuck-ins. Just want to parse out the CapEx numbers. What would be -- if you have a $200 million net CapEx, let's say, from existing operations, what is sort of the disposal number implied there or gross CapEx, whichever you want to kind of call out? And free cash flow was obviously very, very strong in 2020 in terms of U.S. dollars. But just wondering if with the CapEx guidance you provided plus the investments you have to make at UPS, should we expect free cash flow to improve this year from last year?
Yes. So this year was exceptional in a sense that we did not invest the CapEx that we should normally have done because we put a lot of CapEx on hold in Q2. So we will have a little bit of this recouped to a certain degree. So gross CapEx normally, pre-acquisition of UPS Freight in Canadian dollar, is going to be about CAD 250 million to CAD 260 million minus the disposal, which is net about CAD 200 million, right? So I'm going to have to get used to the USD numbers because that's the way we're going to be reporting. But that is the CapEx because USD is something also new for us and that's not going to change. Now over and above that, the normal CapEx for TForce Freight globally or UPS Freight, in my mind, sustainable CapEx to sustain the existing business in U.S. dollar, okay, net of disposal is about USD 90 million, okay? So we're going to do more than that, us going from acquisition. It will take us maybe 3, 4 months before we get the stuff, so let's say by Q3 and Q4, we'll probably do like USD 60 million, okay, because we won't get all the stuff because you've got some delay, et cetera, et cetera. And then into '22, instead of being $90 million CapEx normal for '22, we're going to target between $150 million to $165 million in '22, the full year.
That is US, right?
That's CapEx in there.
USD 150 million to USD 165 million, right?
U.S., yes.
Your next question comes from the line of Jason Seidl with Cowen.
I wanted to talk a little bit about getting added to the U.S. indices, which I think is the next important step for you guys. What's left and what's the time line that investors can look at?
Very good question, Jason. I mean we're thinking about it. But in order to be that we have to be a U.S. corporation, we are still a Canadian company today. So we are in discussion right now with legal and tax, David and myself and our group, to see if it's doable, if it's possible. Some Canadian companies have done it. It's not simple to do so we'll see. I mean -- but we are thinking about it. For sure, it would be a great benefit to our shareholder base to be part of the index. But so far, we don't have a time line, Jason, on that. We know, we're looking at it, but we have nothing to really come up with. We're going to do that within a year or 2 years or whatever. Not yet.
Okay. Fair enough, Alain. A follow-up question. You touched a little bit on CapEx. I was wondering if within that number, what is your assumption for truck count growth or decline, if you will, in the U.S.?
Right now, Jason, the numbers I'm talking about is there's no loss of business or there's no revenue loss because of discussing with customers or freight that don't fit because we know in principle, what we know so far, guys, is that this process of discussing with customer has already started at UPS Freight. It's not something that is going to be new. They already have started this process probably like 6, 7 months ago. And what they've seen so far, okay, what the guys are telling us is that they haven't lost any piece of business, right? So -- but it's the pace, all fast, these guys are going about it. And it's also -- if you'll have a chat with an account that you lose 15% and you ask the guy for 2% and the market is really 5% more than the price that you're charging and you're asking only for 2%, for sure, you're not going to lose the business because the guy understands that he still has a fantastic deal with you. Now this is why us not knowing really the U.S. market -- the LTL market, this is why we bought this DLS company because those guys are -- it's a brokerage operation. So they buy and sell all the time, right? So with Tom, we have also an idea now of what the lane -- what's the market of that lane, okay? And that's where we're going to have some good discussion with our guys at UPS Freight or TForce Freight now, hey, down the road, then we'll address the customer 1 by 1. But it's a long process. You don't want to rock the boat, you want to go slowly about it. And this is why our main focus is going to be us working on efficiency and cost and improving safety and things like that, that we're sure we cannot make a mistake. And at the same time, we're learning about the customer and the business so that when we start discussing and having a good plan with customers, we have more knowledge than on May 1 because May 1, we don't know anything about the business. We have to learn.
So okay, that's great color, Alain. So it's going to be basically a flat tractor count between CFI and Transport Corp. Real quickly, also, you mentioned, obviously, the money that you want to put into a new fleet and better technology within the cat at UPS Freight. Is there anything on the dock side that you guys are looking into that you think that could be additive down the line in terms of improving productivity?
What we've seen, Jason, so far, on the dock is they just did the rollout of a new technology that these guys have. And we're really impressed with the tools that these guys have to monitor productivity on the dock. I mean between you and me, they have better tools than what we have us in Canada. Now tools is one thing. It's like a mechanic. You could have the tool but you need the mechanic to repair the car. So what we're seeing is that they have a fantastic toolbox. Now how are they using it? I mean it will take us some time to really evaluate that.
Your next question comes from the line of Ken Hoexter with BofA.
Some major moves over the years, so congrats on all the acquisitions over the last few months. But Alain, you mentioned earlier in the call, blending some assets in the U.S., talking about CFI, TCA and other things. That's a little bit different than the way you've tackled by keeping things individually. Is that any kind of structural change or is that blending -- moving to blend the TL? Would you look to do that in any other segments where you're looking at keeping brand name separate?
Yes, yes, yes. That's a good point, Ken. And why are we doing that, okay? And it's because we look at dedicated with a flash acquisition, say, flash, UPS Freight acquisition. I mean it makes sense now to have a dedicated business because right now, we have TCA, which is 50% dedicated and the other 50% is not. We look at CFI. CFI has got no base dedicated business. And then we just bought MCT about a few months ago, which is a temperature-controlled thing there. And are we going to use MCT so there was no value to MCT. So now we said, "Okay, we're going to use CFI temperature control and it's going to fall under the CFI umbrella." And then we're buying a UPS Freight. So what are we going to do with that, the UPS Freight Truckload division? Are we going to keep the name? No, we can't. So what are we going to do? Oh, we're going to fold that into TCA. And then, okay, TCA will become a dedicated carrier and then whatever is not dedicated will fall on the CFI. And after having all kinds of discussion with our people, okay, we came to the conclusion that probably, maybe it makes sense to keep 2 or 3 DBA, Doing Business As, like TCA or doing business as CFI Temperature Control. But really, down the road, okay, we're going to be 1 business unit in our U.S. TL operation with different sectors, Logistics being one, the dedicated truckload being another one, the temperature control and just the other CFI or van regular business.
And just a follow-on, would you look to do that in any other area with 1 brand name like in Canada on LTL? Or is this just a special case with U.S. TL?
Well, it's something that we're always thinking about. So if you look at what we've done in Canada in the summer of '20, we combined TST and CF, and it's been a fantastic result, okay? And that's one of the reasons, if you look at our margin on the LTL, I mean, with less revenue, I mean, our margin in dollars and in percentage is just doing very, very well. So it's something that we always look at. I mean in some time, if a brand is worth something, okay, we'll be careful. But in the case of our truckload operation, we know CFI is a diamond in terms of brand. MCT, there was no value. It was confirmed. TCA, we're not sure. So this is why Greg and the team there are discussing that. But in terms of the business unit for us, it's going to be 1. Maybe we'll use 2 DBAs, CFI and TCA. I mean the guys are still talking about that. But for sure, the Truckload division of UPS Freight is not going to be called UPS Freight Truckload division or whatever once we buy the company. It's going to fall under Greg into CFI.
Perfect. Let me just switch subjects for my follow-up real quick. You said focus on maintenance, safety, driver experience. But I think earlier in the call, you mentioned that your, I guess, damage was up to 1%. Did I hear that right, versus kind of peers at 0.1%, I guess, OD or 0.5% of...
Cargo.
Yes, cargo claims, yes, yes, yes.
Cargo, cargo.
So what needs -- was that your answer and what needs to be done? Why is that so high relative? That's not relative to the equipment or safety, right? So what's...
No, no, no. The cargo claims got nothing to do with equipment. It's got something to do with the freight, the way it's packaged, et cetera, et cetera. And this is an ongoing thing. I mean, for sure, I'll give you an example. We started our e-commerce business with the largest retailer in Canada. And we dealt with Amazon for a long, long time and never any issues with Amazon because the way they package the product is fantastic. But this retailer, the largest retailer in the world, one of the largest ones, they are not used to e-commerce. I'm talking 2, 3 years ago. So we had lots of issues, okay, with the way the product was packaged for delivery to a consumer. So we sat with them, we talked with them. And finally, I look at what we do with them today. It's fantastic. So what I'm saying is that in our LTL, one of the reasons that you have claims, there's a few. If you touch the product 25x, every time you touch the product, you may break it so you got to make sure that you don't touch it too much. So the average line haul, the number of hubs that you have, so if you ship from, let's say, L.A. to New York and you have 25 hubs in between, you touch the product 25x load on load, you have more chance to break it that if you run direct. The commodity that you hold also has got something to do. So what I'm saying is that cargo claim, it's an area that we see that there could be improvement. But that's nothing compared to workers' complaint, okay, and accidents. So accidents, in our mind, in our experience, the more safety you have in the equipment, that helps the driver. So the driver does not make a mistake because this guy doesn't want to be involved in an accident. But he makes a mistake, he's a human being, okay? So we can make mistake. But if you've got equipment up to today's technology, that tells you, "Hey, don't change lane. There's another car there and you're going to hit the car." That helps reduce the number of claims, reduce the BI. The same thing, collision avoidance, the guy -- the driver has got some distraction and he runs a car. Well, with today's technology on the truck, it's going to help you, right? So what I'm saying, Ken, is that there's many things that we could do to reduce the cost of the operation today in terms of the freight that fits, in terms of rate or in terms of cargo claim and then also the action and the workers' comp. That's something that -- it's our control. Then something that is our control but it also needs the customer to help us is the rate. But this is why, for us, really is our focus is going to be what can we do us to be better, okay? And at the same time, yes, slowly, we'll have a discussion with customers to make sure that we're all in freight that fits at rates that make sense.
Your next question comes from the line of Tim James with TD Securities.
Just wondering if you're seeing any kind of residual efficiency challenges related to kind of disruption like hangover from the pandemic, docks, terminals, what have you. And I'm just trying to understand if -- as we get to a more normalized environment, if that maybe is an opportunity on the cost side, if there's still some challenges there today that may subside going forward.
Oh, absolutely, absolutely. I mean the lockdown is a big problem for us. I mean we have a huge lockdown in Québec, huge lockdown in Ontario. I mean this is not helping us, right? So yes, it helps us in the sense that our P&C guys, their e-commerce is just booming, true. But we're losing on the B2B side. So if this pandemic could go away by the end of '21, I mean, our '22 year, in my mind, okay, should be even better in the sense that all these -- you have sick people. Someone didn't get sick at the workplace but he got sick because his partner got sick at her workplace. So it's just a global issue. You got guys that are no-show because they said, "I don't want to go because I'm afraid that I'm going to catch the virus." I'm talking truckload drivers in Canada that doesn't want to cross the border into the U.S. because they listen to the news and they say, "Oh, there's a lot of COVID thing in the U.S." So it's disruptive for sure. I was just reading and talking to our steel hauling department. Now we're short of chips for the manufacturing of cars and trucks. So it will affect the steel and the aluminum shipment. So it's all related to the global supply chain, and over and above, it's been just made worse with this pandemic.
Okay. That's helpful. And my follow-up question, you've given some great color on where you're thinking in terms of tuck-in opportunities going forward. I'm just wondering, specifically, has the pandemic changed at all the opportunities that you see? Like if we were to kind of back up to 12 months ago, has your view on what maybe makes sense and what doesn't make sense, has that changed at all or is it more or less the same?
No. I wouldn't say that -- to me, it's more the same. I think the only thing that I could say that pre-COVID and now is we had the perception with our P&C that B2C would dilute our margin. And when we got stuck in a lockdown in March and April, we had no other option than to look at the B2C. And we looked at it and we looked at it in a smart way, and our perception pre-COVID that it would be dilutive to the margin was wrong because we do it the right way. And if you just look at our Q4 numbers, it's just a confirmation of that. Although we came out late with our press release, I'm sorry, again, about that, guys. I mean there was a little bit of a glitch. I don't know what happened, but we're going to make sure that it never happens again.
Your next question comes from the line of Brian Ossenbeck with JPMorgan.
So I know we talked a little bit about synergies and how you might be able to use the footprint at UPS Freight today and in the last call. But I was wondering if you could do something along the lines of like an LTL consolidation business where you go into large retailers, help them meet the OTIF standards. Is that something you think that the footprint is well suited for when it comes to leveraging the hard assets but also having maybe enough space on some of these docks or maybe even expanding the warehousing footprint to be able to be more of an aggregator of sorts for that particular end market?
You know what, it's -- what you're saying just made a lot of sense, but I cannot answer that right now because I don't have a clear picture of what we can do. One thing that we look at us is what we call door pressure is, how many bills a day would go through a door, okay? And when we compare the door pressure of UPS Freight today versus what we do in Canada, I mean, it's day and night. So that tells us that there's over -- the real estate is big and there's some things that we could do. But it's still too early. I mean what we're doing now, guys, is just the phase 1 and phase 2 where it needs to be done in terms of the environment. So I haven't toured any real estate so far. I haven't seen anything, but for sure, it's going to be a priority because real estate is expensive. And you want to make sure that you get every dollar out of that major investment that you do in terms of land and in terms of building.
Okay. Got it. But nothing structurally that would prevent you from doing that, if it were to make sense?
I don't think so. I don't think so. I mean, to me, this is why to us, this transaction is so important that we have the real estate separate from the operating company because this is just a smart way of doing it. I mean -- and then real estate has got nothing to do with the operator. You're just a tenant like everybody else, and then you build for a third-party or whatever you can do. One thing I said on the call, Brian, is that the way I look at it is that we are a tenant in about 50 terminals. And for sure, if it makes sense, we want to get out of those leases and have our own terminal in the U.S. where it makes sense. For sure, if there's capacity, we'll try to fit somebody else in there. If there's too much land, if there's -- if the building is too big, for sure, all of this will be addressed over time because the focus at TFI is how can we do more with less, not the opposite, do less with more.
Understood. Maybe a quick follow-up, if you can just touch on what's going on in the U.S. Logistics segment. I think you still got some self-help initiatives going on there. The consolidation of that segment that industry is really going to take some time. But I believe you mentioned that there wasn't too much growth there this quarter where there was a lot in Canada. So if you can bring us up to speed on recent initiatives and what you see kind of on the table for the year ahead.
Yes. So the way we run our Canadian operation is fantastic, and we have growth right now of 30%, 35%. And what we've done about a year ago is we said we're so successful in Canada. So I've asked Kal, the guy that runs our Canadian operation, to get involved into supporting our U.S. operation. Since that time, okay, what have we done? So right now, the guy, the sales leader responsible for sales is a North American sales leader now. So it's not just about U.S. or Canada, it's both. The guy is responsible for both. What we have just announced February 1 is that the guy that used to run Canada for us, okay, is going to be moving to the U.S. and will run the East Coast because for us, U.S. is split in 2, East and West. So then, Leslie will be now responsible for running the East Coast operation. And what we're trying to do is -- and we've been successful so far because if you look at the EBIT margin of our U.S. division a year ago versus what it is today, it's 100% improvement, okay? You say, wow, 100%. This is fantastic. No, it's not because we still have a long way before we get to the Canadian margin, right? So we run right now the U.S. operation only with a single -- high single-digit EBIT number. We could do way better than that. But one step at a time. But also most importantly is that organically, our U.S. division is not growing. Today, we're about flat year-over-year. It's not normal. I mean there's so much -- if we can grow 30%, 35% in Canada, why are we flat in the U.S.? Well, it's just because that this was not the focus of ours. And this is what Kal and Dean and the team there is going and we see the potential. Absolutely, we're going to start growing the top line, but we want to make sure that we also provide the right service to the customer because if you have a business unit that's been used at 0 growth or minus 5%, negative growth, they're not a big fan of getting new customer in because they get lazy. Now we have to change this kind of culture of, okay, we're going to do today the same thing as we did yesterday, no more. But it's, again, a 1-step process step-by-step. And you'll see us, by the end of '21, the plan is that we're going to start growing organically by about 5%. 5% is not much but it's a step in the right direction. And then in '22, there's going to be more catch up versus our Canadian operation. But at least based on what I could see, we're going to break this single-digit EBIT number in '21 and getting to a double-digit EBIT number in our Logistics and Last Mile in the U.S. So a lot of good stuff on the go. Just look at our Q4 number, year-over-year improvement, right?
Right, that was quite strong.
Brian, the only thing is you guys got the numbers so late that you couldn't have the chance to read them, right?
I finally got to it, that's okay. No problem.
Your next question comes from the line of Benoit Poirier with Desjardins Capital Markets.
And congratulations for the results.
Thank you, Benoit.
Yes, yes. So thanks for the great color about the opportunity to improve margins for U.S. Last Mile. When we look now at Truck -- at TL, obviously, you break down into 3 different segments. And what is nice is you see a specialized surpassing the margins in Canada, so it seems on a good path here at close to 85%. Although when we look at U.S. TL, 92% OR in 2020, what is the opportunity to improve this OR, especially in the U.S. and recoup the gap versus specialized or Canada down the road, Alain? Could you maybe give us more color about this opportunity?
Well, Benoit, if you look at a 92% OR right now, I mean, for sure, it's a sum of 2 business units, TCA and CFI. And the problem we have is that CFI is really running a sub-90% OR company, closer to an 85%, 86%, 87% during the course of '21 -- '20. So the problem we have is with our other business unit. And this is why, like I said on the call, with the fact that flash is coming in, not flash but TForce, because the code name was flash, this is where it confused me a little bit. But UPS Freight Truckload division coming in, it opens up the opportunity for us to create, okay, a real dedicated Truckload business, okay, upsized. And I said it early on the call, so that means our dedicated Truckload business is going to be about 1,500 trucks, 1,400, 1,500 trucks under the leadership of Greg Orr. And we will also run a temperature-controlled, okay, separate segment. And I think that during the course of '21, this is when we're going to do all this transformation. And I believe that by the end of '21, we will be running closer to a 90% OR, okay, globally. We're at 92%, we should be running closer to 90% OR. Now one thing is for sure is the business that we're buying through the UPS, those guys are running today at 96% OR or 96%, 97% OR. So they're worse than our business today at 92%, right? So we have also a lot of work to do with those guys and the existing business that we have at TCA. So this is why I think that a good way of approaching '21 is to bring globally the OR to a 90% OR, because don't forget, I mean, it takes time to correct the situation and then we'll address that. But I agree with you. If you look at all the divisions of TFI, P&C, Logistics, LTL, Specialty Truckload, the only one that you could say, "You know, Alain, you guys are a star. You are a star of a company in P&C with the resolve, the LTL, blah, blah, blah," the only area that you could maybe say, "Well, we're not going to give you a AAA. We're going to give you maybe a B, okay, is our U.S. TL." But the team is there and the guys are going to be working really hard to move from B to closer to an A or an A+ kind of an operation. I'm convinced.
There are no further questions at this time. I will turn the call back over to Mr. Bédard.
Okay. Well, thank you very much, operator, for helping with today's call. On behalf of the dedicated men and women of TFI International, I want to thank everyone for joining us today and for your interest in TFI. We continue to work hard every day for our shareholders, and I look forward to updating you on our progress throughout the year. Please stay safe and don't hesitate to reach out with any follow-up questions. Have a great evening, and thank you again. Bye.
Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.