GFL Environmental Inc 6-K, filed Nov 5, 2025
GFL Environmental Inc. (GFL)
About this 6-K
GFL Environmental Inc filed this 6-K on November 5, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-39240
GFL Environmental Inc.
(Translation of registrant’s name into English)
100 New Park Place, Suite 500
Vaughan, Ontario, Canada L4K 0H9
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXHIBIT INDEX
The following Exhibit 99.1 is furnished as part of this Current Report on Form 6-K.
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated November 5, 2025 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GFL Environmental Inc. | ||
| Date: November 5, 2025 | By: | /s/ Mindy Gilbert |
| Name: Mindy Gilbert | ||
| Title: Executive Vice President and Chief Legal Officer | ||
Exhibit 99.1
GFL Environmental Reports Third Quarter 2025 Results and Raises Full Year 2025 Guidance
| · | Revenue, Adjusted EBITDA1 and Adjusted Free Cash Flow1 once again all ahead of expectations |
| · | Adjusted EBITDA margin1 of 31.6%, highest in Company’s history and 90 basis points increase over the prior year period2 |
| · | 7.3% organic price and volume growth with pricing accelerating sequentially by 50 basis points to 6.3% |
| · | Fourth consecutive quarter of positive volume despite ongoing macroeconomic headwinds |
| · | Adjusted EBITDA1 of $535.1 million, increase of 12.0%2; Adjusted Net Income from continuing operations1 of $83.9 million; Net income from continuing operations of $108.1 million |
| · | Year-to-date completed acquisitions generating approximately $205.0 million in annualized revenue |
| · | Year-to-date completed $2.76 billion of share repurchases, representing over 10% of issued and outstanding subordinate voting shares |
| · | Raising full year 2025 revenue and Adjusted EBITDA3 guidance for the second time this year |
VAUGHAN, ON, November 5, 2025 — GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) (“GFL”, “we” or “our”) today announced its results for the third quarter of 2025.
“Once again, the dedication of our over 15,000 employees delivered better than expected results across all of our key financial metrics,” said Patrick Dovigi, Founder and Chief Executive Officer of GFL. “In the quarter, we generated top line growth of 9.0% and an Adjusted EBITDA margin1 of 31.6%, the highest in the Company’s history and an industry leading 90 basis points increase over the prior year. The ongoing strength of our financial performance in the face of continued external headwinds further underscores the resiliency of our business model and effectiveness of our strategies.”
Mr. Dovigi continued, “We also executed on our returns focused capital allocation strategies during the quarter, repatriating $200 million from the highly successful recapitalization of GIP, completing $346 million of share repurchases and investing over $300 million in acquisitions. Our M&A pipeline remains robust and going forward we will continue to be opportunistic in our approach to accretive M&A, strategic reinvestment and return of capital to shareholders.”
Mr. Dovigi concluded, “Given our strong results to date, for the second time this year we are increasing our full year revenue and Adjusted EBITDA3 guidance to be at or above the high end of the previously provided ranges. The contributions from our growth investments and recently completed M&A will provide additional tailwinds over the near term, positioning GFL for another year of outsized margin expansion and growth in 2026.”
Third Quarter Results2
| · | Revenue of $1,694.2 million in the third quarter of 2025, increase of 9.0%, including 6.3% from core pricing and 1.0% from positive volume. |
| · | Adjusted EBITDA1 increased by 12.0% to $535.1 million in the third quarter of 2025, compared to $477.8 million in the third quarter of 2024. Adjusted EBITDA margin1 was 31.6% in the third quarter of 2025, compared to 30.7% in the third quarter of 2024. |
| · | Net income from continuing operations was $108.1 million in the third quarter of 2025, compared to net income from continuing operations of $41.6 million in the third quarter of 2024. |
1
| · | Adjusted Free Cash Flow1 was $180.5 million in the third quarter of 2025, compared to $105.9 million in the third quarter of 2024. The increase of $74.6 million was predominantly due to an increase in Adjusted EBITDA1, improvement in working capital and a reduction in cash interest and cash income tax paid, partially offset by an increase in cash capex net of incremental growth investments. |
| · | During the third quarter of 2025, we repurchased 5,132,657 subordinate voting shares under our normal course issuer bid. We intend to continue to be opportunistic on further share repurchases going forward. |
Year to Date Results2
| · | Revenue of $4,929.5 million for the nine months ended September 30, 2025, an increase of 10.2% excluding the impact of divestitures4 (7.9% including the impact of divestitures), including 6.0% from core pricing4 and 1.5% from positive volume4. |
| · | Adjusted EBITDA1 increased by 13.4% to $1,476.3 million for the nine months ended September 30, 2025, compared to $1,301.6 million in the nine months ended September 30, 2024. Adjusted EBITDA margin1 was 29.9% for the nine months ended September 30, 2025, compared to 28.5% for the nine months ended September 30, 2024. |
| · | Net income from continuing operations was $168.4 million for the nine months ended September 30, 2025, compared to net loss from continuing operations of $686.1 million for the nine months ended September 30, 2024. |
| · | Adjusted Free Cash Flow1 was $331.3 million for the nine months ended September 30, 2025, compared to $235.4 million for the nine months ended September 30, 2024. The increase of $95.9 million was predominantly due to an increase in Adjusted EBITDA1 and a reduction in cash interest and cash income tax paid, partially offset by an investment in working capital and increase in cash capex net of incremental growth investments. |
Updated Full Year 2025 Guidance3
GFL also provided its updated guidance for 2025 assuming a USD/CAD exchange rate of 1.40 for the remainder of the year.
| · | Revenue is estimated to be between $6,575 million and $6,600 million, compared to the prior guidance of between $6,550 million and $6,575 million. |
| · | Adjusted EBITDA is estimated to be $1,975 million, compared to the prior guidance of between $1,950 million and $1,975 million. |
| · | Adjusted Free Cash Flow is reaffirmed at approximately $750 million. |
| · | Net Leverage is estimated to be in the low-to-mid 3.0x range by the end of 2025. |
The 2025 updated guidance includes the expected contribution of acquisitions completed as of November 1, 2025, net of divestitures completed to date, but excludes any impact from acquisitions not yet completed. Implicit in forward-looking information in respect of our expectations for 2025 are certain current assumptions, including, among others, no changes to the current economic environment, including fuel and commodities. The 2025 updated guidance assumes GFL will continue to execute on our strategy of organically growing our business, leveraging our scalable network to attract and retain customers across multiple service lines, realizing operational efficiencies and extracting procurement and cost synergies. See “Forward-Looking Information”.
| (1) | A non-IFRS measure; see accompanying Non-IFRS Reconciliation Schedule; see “Non-IFRS Measures” for an explanation of the composition of non-IFRS measures. | |
| (2) | On March 3, 2025, we announced the completion of the divestiture of our Environmental Services line of business (“GFL Environmental Services”), effective March 1, 2025. Certain revenue disaggregation and segment reporting balances in prior periods have been re-presented for consistency with the current period presentation in relation to GFL Environmental Services which has been presented as discontinued operations. For additional information, refer to Note 2 and Note 17 in our Unaudited Interim Financial Statements. | |
| (3) | Information contained in the section titled “Updated Full Year 2025 Guidance” includes non-IFRS measures and ratios, including Adjusted EBITDA, Adjusted Free Cash Flow and Net Leverage. Due to the uncertainty of the likelihood, amount and timing of effects of events or circumstances to be excluded from these measures, GFL does not have information available to provide a quantitative reconciliation of such projections to comparable IFRS measures. See “Non-IFRS Measures” below. See Third Quarter Results for the equivalent historical non-IFRS measure. | |
| (4) | Reflects pro forma adjustments to remove the contribution of one divestiture in Fiscal 2024. Refer to “Supplemental Data” for details. |
2
Q3 2025 Earnings Call
GFL will host a conference call related to our third quarter earnings on November 6, 2025 at 8:30 am Eastern Time. A live audio webcast of the conference call can be accessed by logging onto our Investors page at investors.gflenv.com or by clicking here. Listeners may access the call toll-free by dialing 1-833-950-0062 in Canada or 1-833-470-1428 in the United States (access code: 255748) approximately 15 minutes prior to the scheduled start time.
We encourage participants who will be dialing in to pre-register for the conference call using the following link: https://www.netroadshow.com/events/login/LE9zwo3kKYX9JeFFvvHZtzFDghmOmARZi4p. Callers who pre-register will be given a conference access code and PIN to gain immediate access to the call and bypass the live operator on the day of the call. Participants may pre-register at any time, including up to and after the call start time. For those unable to listen live, an audio replay of the call will be available until November 20, 2025 by dialing 1-226-828-7578 in Canada or 1-866-813-9403 in the United States (access code: 480314).
About GFL
GFL, headquartered in Vaughan, Ontario, is the fourth largest diversified environmental services company in North America, providing a comprehensive line of solid waste management services through its platform of facilities throughout Canada and in 18 U.S. states. Across its organization, GFL has a workforce of approximately 15,000 employees.
For more information, visit the GFL web site at gflenv.com. To subscribe for investor email alerts please visit investors.gflenv.com or click here.
Forward-Looking Information
This release includes certain “forward-looking statements” and “forward-looking information” (collectively, “forward-looking information”) within the meaning of applicable U.S. and Canadian securities laws, respectively. Forward-looking information includes all statements that do not relate solely to historical or current facts and may relate to our future outlook, financial guidance and anticipated events or results and may include statements regarding our financial performance, financial condition or results, business strategy, growth strategies, budgets, operations and services. Particularly, statements regarding our expectations of future results, performance, achievements, prospects or opportunities, the markets in which we operate, or potential share repurchases are forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”, “believes”, or “potential” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”, although not all forward-looking information includes those words or phrases. In addition, any statements that refer to expectations, intentions, projections, guidance, potential or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts nor assurances of future performance but instead represent management's expectations, estimates and projections regarding future events or circumstances.
3
Forward-looking information is based on our opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such information is stated, is subject to known and unknown risks, uncertainties, assumptions and other important factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to certain assumptions set out herein in the section titled “Updated Full Year 2025 Guidance”; our ability to obtain and maintain existing financing on acceptable terms; our ability to source and execute on acquisitions on terms acceptable to us; currency exchange and interest rates; commodity price fluctuations; our ability to implement price increases and surcharges; changes in waste volumes; labour, supply chain and transportation constraints; inflationary cost pressures; fuel supply and fuel price fluctuations; our ability to maintain a favourable working capital position; the impact of competition; the changes and trends in our industry or the global economy; changes to trade agreements, restrictions on trade, including sanctions, export controls, import duties, quotas, treaties, tariffs, trade wars, changes to trade and investment policies and other governmental actions; and changes in laws, rules, regulations, and global standards. Other important factors that could materially affect our forward-looking information can be found in the “Risk Factors” section of GFL’s annual information form for the year ended December 31, 2024 and GFL’s other periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. Shareholders, potential investors and other readers are urged to consider these risks carefully in evaluating our forward-looking information and are cautioned not to place undue reliance on such information. There can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors not currently known to us or that we currently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The forward-looking information contained in this release represents our expectations as of the date of this release (or as the date it is otherwise stated to be made), and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable U.S. or Canadian securities laws.
Non-IFRS Measures
This release makes reference to certain non-IFRS measures. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. Rather, these non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.
EBITDA represents, for the applicable period, net income (loss) from continuing operations plus (a) interest and other finance costs, plus (b) depreciation and amortization of property and equipment, landfill assets and intangible assets, plus (less) (c) the provision (recovery) for income taxes, in each case to the extent deducted or added to/from net income (loss) from continuing operations. We present EBITDA to assist readers in understanding the mathematical development of Adjusted EBITDA. Management does not use EBITDA as a financial performance metric.
Adjusted EBITDA is a supplemental measure used by management and other users of our financial statements including, our lenders and investors, to assess the financial performance of our business without regard to financing methods or capital structure. Adjusted EBITDA is also a key metric that management uses prior to execution of any strategic investing or financing opportunity. For example, management uses Adjusted EBITDA as a measure in determining the value of acquisitions, expansion opportunities, and dispositions. In addition, Adjusted EBITDA is utilized by financial institutions to measure borrowing capacity. Adjusted EBITDA is calculated by adding and deducting, as applicable from EBITDA, certain expenses, costs, charges or benefits incurred in such period which in management’s view are either not indicative of underlying business performance or impact the ability to assess the operating performance of our business, including: (a) (gain) loss on foreign exchange, (b) (gain) loss on sale of property and equipment, (c) share of net (income) loss of investments accounted for using the equity method, (d) share-based payments, (e) (gain) loss on divestiture, (f) transaction costs, (g) acquisition, rebranding and other integration costs (included in cost of sales related to acquisition activity), (h) Founder/CEO remuneration and (i) other. We use Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis reflecting factors and trends affecting our business. As we continue to grow our business, we may be faced with new events or circumstances that are not indicative of our underlying business performance or that impact the ability to assess our operating performance.
Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue. Management and other users of our financial statements including our lenders and investors use Adjusted EBITDA margin to facilitate a comparison of the operating performance of each of our operating segments on a consistent basis reflecting factors and trends affecting our business.
Acquisition EBITDA represents, for the applicable period, management's estimates of the annual Adjusted EBITDA of an acquired business, based on its most recently available historical financial information at the time of acquisition, as adjusted to give effect to (a) the elimination of expenses related to the prior owners and certain other costs and expenses that are not indicative of the underlying business performance, if any, as if such business had been acquired on the first day of such period and (b) contract and acquisition annualization for contracts entered into and acquisitions completed by such acquired business prior to our acquisition (collectively, “Acquisition EBITDA Adjustments”). Further adjustments are made to such annual Adjusted EBITDA to reflect estimated operating cost savings and synergies, if any, anticipated to be realized upon acquisition and integration of the business into our operations. Acquisition EBITDA is calculated net of divestitures. We use Acquisition EBITDA for the acquired businesses to adjust our Adjusted EBITDA to include a proportional amount of the Acquisition EBITDA of the acquired businesses based upon the respective number of months of operation for such period prior to the date of our acquisition of each such business.
4
Adjusted Cash Flows from Operating Activities represents cash flows from operating activities adjusted for (a) operating cash flows from discontinued operations, (b) transaction costs, (c) acquisition, rebranding and other integration costs, (d) Founder/CEO remuneration, (e) cash payments related to GFL Environmental Services transition services agreement, (f) cash taxes related to divestitures, (g) cash interest paid on early termination of long-term debt and (h) distribution received from joint ventures. Adjusted Cash Flows from Operating Activities is a supplemental measure used by investors as a valuation and liquidity measure in our industry. For the nine months ended September 30, 2025, cash payments related to GFL Environmental Services transition services agreement and cash interest paid on early termination of long-term debt have been added back to Adjusted Cash Flows from Operating Activities. These amounts were not paid in the prior period. Adjusted Cash Flows from Operating Activities is a supplemental measure used by management to evaluate and monitor liquidity and the ongoing financial performance of GFL.
Adjusted Free Cash Flow represents Adjusted Cash Flows from Operating Activities adjusted for (a) proceeds on disposal of assets and other, (b) purchase of property and equipment and (c) incremental growth investments. Adjusted Free Cash Flow is a supplemental measure used by investors as a valuation and liquidity measure in our industry. Adjusted Free Cash Flow is a supplemental measure used by management to evaluate and monitor liquidity and the ongoing financial performance of GFL.
Adjusted Net Income (Loss) from continuing operations represents net income (loss) from continuing operations adjusted for (a) amortization of intangible assets, (b) ARO discount rate depreciation adjustment, (c) amortization of deferred financing costs, (d) (gain) loss on foreign exchange, (e) share of net (income) loss of investments accounted for using the equity method, (f) loss on termination of hedged arrangements, (g) (gain) loss on divestiture, (h) transaction costs, (i) acquisition, rebranding and other integration costs, (j) Founder/CEO remuneration, (k) other and (l) the tax impact of the foregoing. Adjusted income (loss) per share from continuing operations is defined as Adjusted Net Income (Loss) from continuing operations divided by the weighted average shares in the period. We believe that Adjusted income (loss) per share from continuing operations provides a meaningful comparison of current results to prior periods' results by excluding items that GFL does not believe reflect its fundamental business performance.
Net Leverage is a supplemental measure used by management to evaluate borrowing capacity and capital allocation strategies. Net Leverage is equal to our total long-term debt, as adjusted for fair value, deferred financings and other adjustments and reduced by our cash, divided by Run-Rate EBITDA.
Run-Rate EBITDA represents Adjusted EBITDA for the applicable period as adjusted to give effect to management's estimates of (a) Acquisition EBITDA Adjustments (as defined above) and (b) the impact of annualization of certain new municipal and disposal contracts and cost savings initiatives, entered into, commenced or implemented, as applicable, in such period, as if such contracts or costs savings initiatives had been entered into, commenced or implemented, as applicable, on the first day of such period ((a) and (b), collectively, “Run-Rate EBITDA Adjustments”). Run-Rate EBITDA has not been adjusted to take into account the impact of the cancellation of contracts and cost increases associated with these contracts. These adjustments reflect monthly allocations of Acquisition EBITDA for the acquired businesses based on straight line proration. As a result, these estimates do not take into account the seasonality of a particular acquired business. While we do not believe the seasonality of any one acquired business is material when aggregated with other acquired businesses, the estimates may result in a higher or lower adjustment to our Run-Rate EBITDA than would have resulted had we adjusted for the actual results of each of the acquired businesses for the period prior to our acquisition. We primarily use Run-Rate EBITDA to show how GFL would have performed if each of the acquired businesses had been consummated at the start of the period as well as to show the impact of the annualization of certain new municipal and disposal contracts and cost savings initiatives. We also believe that Run-Rate EBITDA is useful to investors and creditors to monitor and evaluate our borrowing capacity and compliance with certain of our debt covenants. Run-Rate EBITDA as presented herein is calculated in accordance with the terms of our revolving credit agreement.
All references to “$” in this press release are to Canadian dollars, unless otherwise noted.
For further information:
Patrick Dovigi, Founder and Chief Executive Officer
+1 905-326-0101
pdovigi@gflenv.com
5
GFL Environmental Inc.
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(In millions of dollars except per share amounts)
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024(1) | 2025 | 2024(1) | |||||||||||||
| Revenue | $ | 1,694.2 | $ | 1,554.2 | $ | 4,929.5 | $ | 4,567.6 | ||||||||
| Expenses | ||||||||||||||||
| Cost of sales | 1,324.0 | 1,257.3 | 3,899.8 | 3,737.5 | ||||||||||||
| Selling, general and administrative expenses | 203.3 | 198.7 | 712.7 | 640.0 | ||||||||||||
| Interest and other finance costs | 129.2 | 167.4 | 460.7 | 503.2 | ||||||||||||
| Loss (gain) on sale of property and equipment | 4.1 | (1.7 | ) | 4.5 | (3.9 | ) | ||||||||||
| Loss (gain) on foreign exchange | 100.5 | (68.2 | ) | (171.6 | ) | 11.7 | ||||||||||
| Loss on divestiture | — | 0.5 | — | 494.6 | ||||||||||||
| Other | (168.8 | ) | (25.1 | ) | (185.2 | ) | (28.7 | ) | ||||||||
| 1,592.3 | 1,528.9 | 4,720.9 | 5,354.4 | |||||||||||||
| Share of net income (loss) of investments accounted for using the equity method | 47.8 | 31.8 | (23.0 | ) | 16.9 | |||||||||||
| Income (loss) before income taxes | 149.7 | 57.1 | 185.6 | (769.9 | ) | |||||||||||
| Current income tax (recovery) expense | (16.7 | ) | 2.9 | 47.4 | 61.7 | |||||||||||
| Deferred tax expense (recovery) | 58.3 | 12.6 | (30.2 | ) | (145.5 | ) | ||||||||||
| Income tax expense (recovery) | 41.6 | 15.5 | 17.2 | (83.8 | ) | |||||||||||
| Net income (loss) from continuing operations | 108.1 | 41.6 | 168.4 | (686.1 | ) | |||||||||||
| Net income from discontinued operations | — | 69.0 | 3,620.8 | 147.9 | ||||||||||||
| Net income (loss) | 108.1 | 110.6 | 3,789.2 | (538.2 | ) | |||||||||||
| Less: Net (loss) income attributable to non-controlling interests | (6.2 | ) | 0.2 | (11.0 | ) | (4.6 | ) | |||||||||
| Net income (loss) attributable to GFL Environmental Inc. | $ | 114.3 | $ | 110.4 | $ | 3,800.2 | $ | (533.6 | ) | |||||||
| Items that may be subsequently reclassified to net income (loss) | ||||||||||||||||
| Currency translation adjustment | 172.7 | (86.2 | ) | (280.2 | ) | 115.1 | ||||||||||
| Reclassification to net income (loss) of fair value movements on cash flow hedges, net of tax | 1.0 | (5.7 | ) | 8.0 | (5.7 | ) | ||||||||||
| Fair value movements on cash flow hedges, net of tax | (0.7 | ) | 2.1 | 22.6 | (12.6 | ) | ||||||||||
| Share of other comprehensive income (loss) of investments accounted for using the equity method, net of tax | 7.4 | — | (8.8 | ) | (1.2 | ) | ||||||||||
| Reclassification to net income (loss) of foreign currency differences on divestitures | 1.5 | — | 1.5 | (26.5 | ) | |||||||||||
| Other comprehensive income (loss) | 181.9 | (89.8 | ) | (256.9 | ) | 69.1 | ||||||||||
| Comprehensive income (loss) from continuing operations | 290.0 | (48.2 | ) | (88.5 | ) | (617.0 | ) | |||||||||
| Comprehensive income from discontinued operations | — | 69.0 | 3,444.3 | 147.9 | ||||||||||||
| Total comprehensive income (loss) | 290.0 | 20.8 | 3,355.8 | (469.1 | ) | |||||||||||
| Less: Total comprehensive loss attributable to non-controlling interests | (1.5 | ) | (2.7 | ) | (18.8 | ) | — | |||||||||
| Total comprehensive income (loss) attributable to GFL Environmental Inc. | $ | 291.5 | $ | 23.5 | $ | 3,374.6 | $ | (469.1 | ) | |||||||
| Basic income (loss) per share(2) | ||||||||||||||||
| Continuing operations | $ | 0.28 | $ | 0.06 | $ | 0.38 | $ | (1.98 | ) | |||||||
| Discontinued operations | — | 0.18 | 9.71 | 0.39 | ||||||||||||
| Total operations | $ | 0.28 | $ | 0.24 | $ | 10.09 | $ | (1.59 | ) | |||||||
| Diluted income (loss) per share(2) | ||||||||||||||||
| Continuing operations | $ | 0.28 | $ | 0.05 | $ | 0.37 | $ | (1.98 | ) | |||||||
| Discontinued operations | — | 0.18 | 9.50 | 0.39 | ||||||||||||
| Total operations | $ | 0.28 | $ | 0.23 | $ | 9.87 | $ | (1.59 | ) | |||||||
| Weighted average number of shares outstanding | 362,084,803 | 380,144,960 | 372,979,844 | 376,589,863 | ||||||||||||
| Diluted weighted average number of shares outstanding | 370,243,683 | 385,321,424 | 380,997,736 | 376,589,863 | ||||||||||||
| (1) | Comparative figures have been re-presented, refer to Note 2 and 17 in our Unaudited Interim Financial Statements. | |
| (2) | Basic and diluted income (loss) per share is calculated on net income (loss) attributable to GFL Environmental Inc. adjusted for amounts attributable to preferred shareholders. Refer to Note 9 in our Unaudited Interim Financial Statements. |
6
GFL Environmental Inc.
Unaudited Interim Condensed Consolidated Statements of Financial Position
(In millions of dollars)
| September 30, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Cash | $ | 194.6 | $ | 133.8 | ||||
| Trade and other receivables, net | 878.7 | 1,175.1 | ||||||
| Income taxes recoverable | 24.4 | 86.0 | ||||||
| Prepaid expenses and other assets | 265.1 | 300.7 | ||||||
| Current assets | 1,362.8 | 1,695.6 | ||||||
| Property and equipment, net | 7,163.7 | 7,851.7 | ||||||
| Intangible assets, net | 1,691.0 | 2,833.2 | ||||||
| Investments accounted for using the equity method | 1,992.4 | 344.4 | ||||||
| Other long-term assets | 327.4 | 207.4 | ||||||
| Deferred income tax assets | — | 209.3 | ||||||
| Goodwill | 6,817.9 | 8,065.8 | ||||||
| Non-current assets | 17,992.4 | 19,511.8 | ||||||
| Total assets | $ | 19,355.2 | $ | 21,207.4 | ||||
| Liabilities | ||||||||
| Accounts payable and accrued liabilities | 1,684.4 | 1,880.2 | ||||||
| Income taxes payable | 3.4 | — | ||||||
| Long-term debt | 81.6 | 1,146.5 | ||||||
| Lease obligations | 144.9 | 69.4 | ||||||
| Due to related party | — | 2.9 | ||||||
| Landfill closure and post-closure obligations | 51.6 | 51.7 | ||||||
| Current liabilities | 1,965.9 | 3,150.7 | ||||||
| Long-term debt | 7,268.8 | 8,853.0 | ||||||
| Lease obligations | 379.0 | 477.2 | ||||||
| Other long-term liabilities | 34.8 | 41.6 | ||||||
| Deferred income tax liabilities | 832.1 | 464.5 | ||||||
| Landfill closure and post-closure obligations | 1,068.5 | 998.7 | ||||||
| Non-current liabilities | 9,583.2 | 10,835.0 | ||||||
| Total liabilities | 11,549.1 | 13,985.7 | ||||||
| Shareholders’ equity | ||||||||
| Share capital | 7,221.5 | 9,938.0 | ||||||
| Contributed surplus | 149.2 | 151.3 | ||||||
| Retained earnings (deficit) | 203.2 | (3,573.5 | ) | |||||
| Accumulated other comprehensive income | 37.0 | 462.6 | ||||||
| Total GFL Environmental Inc.’s shareholders’ equity | 7,610.9 | 6,978.4 | ||||||
| Non-controlling interests | 195.2 | 243.3 | ||||||
| Total shareholders’ equity | 7,806.1 | 7,221.7 | ||||||
| Total liabilities and shareholders’ equity | $ | 19,355.2 | $ | 21,207.4 | ||||
7
GFL Environmental Inc.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(In millions of dollars)
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating activities | ||||||||||||||||
| Net income (loss) | $ | 108.1 | $ | 110.6 | $ | 3,789.2 | $ | (538.2 | ) | |||||||
| Adjustments for non-cash items | ||||||||||||||||
| Depreciation of property and equipment | 268.2 | 289.0 | 788.2 | 831.3 | ||||||||||||
| Amortization of intangible assets | 65.3 | 110.9 | 187.5 | 330.2 | ||||||||||||
| Share of net (income) loss of investments accounted for using the equity method | (47.8 | ) | (31.8 | ) | 23.0 | (16.9 | ) | |||||||||
| Loss (gain) on divestiture | — | 0.5 | (4,466.8 | ) | 494.6 | |||||||||||
| Other | (168.8 | ) | (25.1 | ) | (185.2 | ) | (26.0 | ) | ||||||||
| Interest and other finance costs | 129.2 | 169.8 | 462.3 | 509.7 | ||||||||||||
| Share-based payments | 18.6 | 18.0 | 95.0 | 90.6 | ||||||||||||
| Loss (gain) on unrealized foreign exchange | 100.7 | (68.1 | ) | (171.4 | ) | 12.0 | ||||||||||
| Loss (gain) on sale of property and equipment | 4.1 | (2.4 | ) | 5.7 | (4.3 | ) | ||||||||||
| Current income tax (recovery) expense | (16.7 | ) | 29.8 | 70.9 | 93.0 | |||||||||||
| Deferred tax expense (recovery) | 58.3 | (9.3 | ) | 820.4 | (183.4 | ) | ||||||||||
| Interest paid in cash | (118.1 | ) | (164.3 | ) | (371.1 | ) | (393.2 | ) | ||||||||
| Income taxes paid in cash, net | (0.8 | ) | (29.3 | ) | (6.3 | ) | (35.8 | ) | ||||||||
| Changes in non-cash working capital items | 8.4 | (38.4 | ) | (145.4 | ) | (168.3 | ) | |||||||||
| Landfill closure and post-closure expenditures | (17.6 | ) | (12.8 | ) | (25.3 | ) | (20.4 | ) | ||||||||
| 391.1 | 347.1 | 870.7 | 974.9 | |||||||||||||
| Investing activities | ||||||||||||||||
| Purchase of property and equipment | (289.5 | ) | (281.1 | ) | (893.1 | ) | (875.8 | ) | ||||||||
| Proceeds on disposal of assets and other | 2.9 | 32.5 | 16.0 | 40.5 | ||||||||||||
| (Payments) proceeds from divestitures | (3.4 | ) | — | 5,817.1 | 69.5 | |||||||||||
| Business acquisitions and investments, net of cash acquired | (330.6 | ) | (62.1 | ) | (616.5 | ) | (613.5 | ) | ||||||||
| Distribution received from associates and joint ventures | 205.8 | 1.1 | 211.1 | 9.4 | ||||||||||||
| (414.8 | ) | (309.6 | ) | 4,534.6 | (1,369.9 | ) | ||||||||||
| Financing activities | ||||||||||||||||
| Repayment of lease obligations | (24.5 | ) | (41.0 | ) | (80.5 | ) | (103.3 | ) | ||||||||
| Issuance of long-term debt | 964.3 | 430.2 | 1,833.5 | 2,490.9 | ||||||||||||
| Repayment of long-term debt | (475.0 | ) | (453.2 | ) | (4,294.0 | ) | (1,964.0 | ) | ||||||||
| Proceeds from termination of hedged arrangements | — | — | 28.0 | — | ||||||||||||
| Payment for termination of hedged arrangements | — | — | (1.1 | ) | (6.4 | ) | ||||||||||
| Payment of contingent purchase consideration and holdbacks | (2.3 | ) | (9.1 | ) | (4.9 | ) | (28.6 | ) | ||||||||
| Repurchase of subordinate voting shares | (346.3 | ) | — | (2,758.5 | ) | — | ||||||||||
| Dividends issued and paid | (7.6 | ) | (7.2 | ) | (23.5 | ) | (20.7 | ) | ||||||||
| Payment of financing costs | (0.1 | ) | (8.8 | ) | (5.7 | ) | (17.5 | ) | ||||||||
| Repayment of loan to related party | — | (2.9 | ) | (2.9 | ) | (5.8 | ) | |||||||||
| Distribution to non-controlling interest | (56.4 | ) | — | (56.4 | ) | — | ||||||||||
| Contribution from non-controlling interests | 27.1 | 18.2 | 27.1 | 18.2 | ||||||||||||
| 79.2 | (73.8 | ) | (5,338.9 | ) | 362.8 | |||||||||||
| Increase (decrease) in cash | 55.5 | (36.3 | ) | 66.4 | (32.2 | ) | ||||||||||
| Changes due to foreign exchange revaluation of cash | (0.6 | ) | 1.6 | (5.6 | ) | (4.0 | ) | |||||||||
| Cash, beginning of period | 139.7 | 134.2 | 133.8 | 135.7 | ||||||||||||
| Cash, end of period | $ | 194.6 | $ | 99.5 | $ | 194.6 | $ | 99.5 | ||||||||
8
SUPPLEMENTAL DATA
You should read the following information in conjunction with our audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024, as well as our Unaudited Interim Financial Statements and notes thereto for the three and nine months ended September 30, 2025.
Revenue Growth
The following tables summarize the revenue growth in our segments for the periods indicated:
| Three months ended September 30, 2025 | ||||||||||||||||||||||||
| Contribution from Acquisitions | Organic Growth | Foreign Exchange | Revenue Growth | Impact from divestitures | Total Revenue Growth | |||||||||||||||||||
| Canada | 1.2 | % | 8.9 | % | — | % | 10.1 | % | — | % | 10.1 | % | ||||||||||||
| USA | 3.8 | 3.7 | 1.0 | 8.5 | — | 8.5 | ||||||||||||||||||
| Total | 2.9 | % | 5.4 | % | 0.7 | % | 9.0 | % | — | % | 9.0 | % | ||||||||||||
| Nine months ended September 30, 2025 | ||||||||||||||||||||||||
| Pro forma excluding divestitures(1) | ||||||||||||||||||||||||
| Contribution from Acquisitions | Organic Growth | Foreign Exchange | Revenue Growth | Impact from divestitures | Total Revenue Growth | |||||||||||||||||||
| Canada | 0.7 | % | 11.3 | % | — | % | 12.0 | % | — | % | 12.0 | % | ||||||||||||
| USA | 3.2 | 3.4 | 2.8 | 9.4 | (3.3 | ) | 6.1 | |||||||||||||||||
| Total | 2.4 | % | 5.9 | % | 1.9 | % | 10.2 | % | (2.3 | )% | 7.9 | % | ||||||||||||
| (1) | Reflects pro forma adjustments to remove the contribution of one divestiture in Fiscal 2024. |
Detail of Organic Growth
The following table summarizes the components of our organic growth for the periods indicated:
Three months ended September 30, 2025 | Nine months ended September 30, 2025 | Nine months ended September 30, 2025(1) | ||||||||||
| Price | 6.3 | % | 5.8 | % | 6.0 | % | ||||||
| Surcharges | (0.9 | ) | (1.0 | ) | (1.1 | ) | ||||||
| Volume | 1.0 | 1.4 | 1.5 | |||||||||
| Commodity price | (1.0 | ) | (0.4 | ) | (0.5 | ) | ||||||
| Total organic growth | 5.4 | % | 5.8 | % | 5.9 | % | ||||||
| (1) | Reflects pro forma adjustments to remove the contribution of one divestiture in Fiscal 2024. |
9
Operating Segment Results
The following tables summarize our operating segment results for the periods indicated, excluding the results of GFL Environmental Services which has been presented as discontinued operations:
Three months ended September 30, 2025 | Three months ended September 30, 2024(1) | |||||||||||||||||||||||
| ($ millions) | Revenue | Adjusted EBITDA(2) | Adjusted EBITDA Margin(3) | Revenue | Adjusted EBITDA(2) | Adjusted EBITDA Margin(3) | ||||||||||||||||||
| Canada | $ | 559.1 | $ | 188.0 | 33.6 | % | $ | 508.1 | $ | 164.0 | 32.3 | % | ||||||||||||
| USA | 1,135.1 | 409.4 | 36.1 | 1,046.1 | 377.2 | 36.1 | ||||||||||||||||||
| Solid Waste | 1,694.2 | 597.4 | 35.3 | 1,554.2 | 541.2 | 34.8 | ||||||||||||||||||
| Corporate | — | (62.3 | ) | — | — | (63.4 | ) | — | ||||||||||||||||
| Total | $ | 1,694.2 | $ | 535.1 | 31.6 | % | $ | 1,554.2 | $ | 477.8 | 30.7 | % | ||||||||||||
Nine months ended September 30, 2025 | Nine months ended September 30, 2024(1) | |||||||||||||||||||||||
| ($ millions) | Revenue | Adjusted EBITDA(2) | Adjusted EBITDA Margin(3) | Revenue | Adjusted EBITDA(2) | Adjusted EBITDA Margin(3) | ||||||||||||||||||
| Canada | $ | 1,609.8 | $ | 513.7 | 31.9 | % | $ | 1,437.5 | $ | 427.4 | 29.7 | % | ||||||||||||
| USA | 3,319.7 | 1,163.4 | 35.0 | 3,130.1 | 1,068.7 | 34.1 | ||||||||||||||||||
| Solid Waste | 4,929.5 | 1,677.1 | 34.0 | 4,567.6 | 1,496.1 | 32.8 | ||||||||||||||||||
| Corporate | — | (200.8 | ) | — | — | (194.5 | ) | — | ||||||||||||||||
| Total | $ | 4,929.5 | $ | 1,476.3 | 29.9 | % | $ | 4,567.6 | $ | 1,301.6 | 28.5 | % | ||||||||||||
| (1) | Comparative figures have been re-presented, refer to Note 2 and 17 in our Unaudited Interim Financial Statements. | |
| (2) | A non-IFRS measure; see accompanying Non-IFRS Reconciliation Schedule; see “Non-IFRS Measures” for an explanation of the composition of non-IFRS measures. | |
| (3) | See “Non-IFRS Measures” for an explanation of the composition of non-IFRS measures. |
Net Leverage
The following table presents the calculation of Net Leverage as at the dates indicated:
| ($ millions) | September 30, 2025 | December 31, 2024 | ||||||
| Total long-term debt, net of derivative asset(1) | $ | 7,314.8 | $ | 9,884.8 | ||||
| Deferred finance costs and other adjustments | (40.4 | ) | (134.9 | ) | ||||
| Total long-term debt excluding deferred finance costs and other adjustments | $ | 7,355.2 | $ | 10,019.7 | ||||
| Less: cash | (194.6 | ) | (133.8 | ) | ||||
| 7,160.6 | 9,885.9 | |||||||
| Trailing twelve months Adjusted EBITDA(2) | 1,934.3 | 2,250.5 | ||||||
| Run-Rate EBITDA Adjustments(3) | 187.6 | 182.6 | ||||||
| Run-Rate EBITDA(3) | $ | 2,121.9 | $ | 2,433.1 | ||||
| Net Leverage(2) | 3.4 | x | 4.1 | x | ||||
| (1) | Total long-term debt includes derivative asset reclassified for financial statement presentation purposes to other long-term assets, refer to Note 7 in our Unaudited Interim Financial Statements. | |
| (2) | A non-IFRS measure; see accompanying Non-IFRS Reconciliation Schedule; see “Non-IFRS Measures” for an explanation of the composition of non-IFRS measures. | |
| (3) | See “Non-IFRS Measures” for an explanation of the composition of non-IFRS measures and ratios. |
10
Shares Outstanding
The following table presents the total shares outstanding as at the date indicated:
| September 30, 2025 | ||||
| Subordinate voting shares | 347,310,981 | |||
| Multiple voting shares | 11,812,964 | |||
| Basic shares outstanding | 359,123,945 | |||
| Effect of dilutive instruments | 12,126,108 | |||
| Series A Preferred Shares (as converted) | 7,934,172 | |||
| Series B Preferred Shares (as converted) | 8,570,897 | |||
| Diluted shares outstanding | 387,755,122 | |||
11
NON-IFRS RECONCILIATION SCHEDULE
Adjusted EBITDA
The following tables provide a reconciliation of our net income (loss) from continuing operations to EBITDA and Adjusted EBITDA for the periods indicated, excluding the results of GFL Environmental Services which has been presented as discontinued operations:
| ($ millions) | Three months ended September 30, 2025 | Three months ended September 30, 2024(1) | ||||||
| Net income from continuing operations | $ | 108.1 | $ | 41.6 | ||||
| Add: | ||||||||
| Interest and other finance costs | 129.2 | 167.4 | ||||||
| Depreciation of property and equipment | 268.2 | 256.3 | ||||||
| Amortization of intangible assets | 65.3 | 73.3 | ||||||
| Income tax expense | 41.6 | 15.5 | ||||||
| EBITDA | 612.4 | 554.1 | ||||||
| Add: | ||||||||
| Loss (gain) on foreign exchange(2) | 100.5 | (68.2 | ) | |||||
| Loss (gain) on sale of property and equipment | 4.1 | (1.7 | ) | |||||
| Share of net income of investments accounted for using the equity method(3) | (42.4 | ) | (12.2 | ) | ||||
| Share-based payments(4) | 18.6 | 16.2 | ||||||
| Loss on divestiture(5) | — | 0.5 | ||||||
| Transaction costs(6) | 7.7 | 6.9 | ||||||
| Acquisition, rebranding and other integration costs(7) | 3.0 | 1.9 | ||||||
| Founder/CEO remuneration(8) | — | 5.4 | ||||||
| Other(9) | (168.8 | ) | (25.1 | ) | ||||
| Adjusted EBITDA | $ | 535.1 | $ | 477.8 | ||||
12
| ($ millions) | Nine months ended September 30, 2025 | Nine months ended September 30, 2024(1) | ||||||
| Net income (loss) from continuing operations | $ | 168.4 | $ | (686.1 | ) | |||
| Add: | ||||||||
| Interest and other finance costs | 460.7 | 503.2 | ||||||
| Depreciation of property and equipment | 788.2 | 733.9 | ||||||
| Amortization of intangible assets | 187.5 | 215.3 | ||||||
| Income tax expense (recovery) | 17.2 | (83.8 | ) | |||||
| EBITDA | 1,622.0 | 682.5 | ||||||
| Add: | ||||||||
| (Gain) loss on foreign exchange(2) | (171.6 | ) | 11.7 | |||||
| Loss (gain) on sale of property and equipment | 4.5 | (3.9 | ) | |||||
| Share of net loss of investments accounted for using the equity method(3) | 36.1 | 13.8 | ||||||
| Share-based payments(4) | 93.7 | 85.6 | ||||||
| Loss on divestiture(5) | — | 494.6 | ||||||
| Transaction costs(6) | 38.1 | 26.3 | ||||||
| Acquisition, rebranding and other integration costs(7) | 6.9 | 4.1 | ||||||
| Founder/CEO remuneration(8) | 31.8 | 15.6 | ||||||
| Other(9) | (185.2 | ) | (28.7 | ) | ||||
| Adjusted EBITDA | $ | 1,476.3 | $ | 1,301.6 | ||||
| (1) | Comparative figures have been re-presented, refer to Note 2 and 17 in our Unaudited Interim Financial Statements. | |
| (2) | Consists of (i) non-cash gains and losses on foreign exchange and interest rate swaps entered into in connection with our debt instruments and (ii) gains and losses attributable to foreign exchange rate fluctuations. | |
| (3) | Excludes share of Adjusted EBITDA of investments accounted for using the equity method for RNG projects. | |
| (4) | This is a non-cash item and consists of the amortization of the estimated fair value of share-based payments granted to certain members of management under share-based payment plans. | |
| (5) | Consists of losses resulting from the divestiture of non-core businesses. | |
| (6) | Consists of acquisition, integration and other costs such as legal, consulting and other fees and expenses incurred in respect of acquisitions and financing activities completed during the applicable period. We expect to incur similar costs in connection with other acquisitions in the future and, under IFRS, such costs relating to acquisitions are expensed as incurred and not capitalized. This is part of SG&A. | |
| (7) | Consists of costs related to the rebranding of equipment acquired through business acquisitions. We expect to incur similar costs in connection with other acquisitions in the future. This is part of cost of sales. | |
| (8) | Consists of cash payments to the Founder and CEO, which payment had been previously satisfied through the issuance of restricted share units. | |
| (9) | The three and nine months ended September 30, 2025 includes $162.3 million and $186.7 million gain on dilution of equity investment in GIP and $6.5 million gain on dilution of equity investment in GFL Environmental Service JV LP (“GES”), refer to Note 3 in our Unaudited Interim Financial Statements. |
13
Adjusted Net Income (Loss) from Continuing Operations
The following tables provide a reconciliation of our net income (loss) from continuing operations to Adjusted Net Income (Loss) from continuing operations for the periods indicated, excluding the results of GFL Environmental Services which has been presented as discontinued operations:
| ($ millions) | Three months ended September 30, 2025 | Three months ended September 30, 2024(1) | ||||||
| Net income from continuing operations | $ | 108.1 | $ | 41.6 | ||||
| Add: | ||||||||
| Amortization of intangible assets(2) | 65.3 | 73.3 | ||||||
| ARO discount rate depreciation adjustment(3) | 1.1 | — | ||||||
| Amortization of deferred financing costs | 3.3 | 5.1 | ||||||
| Loss (gain) on foreign exchange(4) | 100.5 | (68.2 | ) | |||||
| Share of net income of investments accounted for using the equity method(5) | (42.4 | ) | (12.2 | ) | ||||
| Loss on divestiture(7) | — | 0.5 | ||||||
| Transaction costs(8) | 7.7 | 6.9 | ||||||
| Acquisition, rebranding and other integration costs(9) | 3.0 | 1.9 | ||||||
| Founder/CEO remuneration(10) | — | 5.4 | ||||||
| Other(11) | (168.8 | ) | (25.1 | ) | ||||
| Tax effect(12) | 6.1 | 1.4 | ||||||
| Adjusted Net Income from continuing operations | $ | 83.9 | $ | 30.6 | ||||
| Adjusted income per share from continuing operations, basic and diluted | $ | 0.23 | $ | 0.08 | ||||
| ($ millions) | Nine months ended September 30, 2025 | Nine months ended September 30, 2024(1) | ||||||
| Net income (loss) from continuing operations | $ | 168.4 | $ | (686.1 | ) | |||
| Add: | ||||||||
| Amortization of intangible assets(2) | 187.5 | 215.3 | ||||||
| ARO discount rate depreciation adjustment(3) | 1.1 | 4.3 | ||||||
| Amortization of deferred financing costs | 30.2 | 17.1 | ||||||
| (Gain) loss on foreign exchange(4) | (171.6 | ) | 11.7 | |||||
| Share of net loss of investments accounted for using the equity method(5) | 36.1 | 13.8 | ||||||
| Loss on termination of hedged arrangements(6) | 30.5 | 17.2 | ||||||
| Loss on divestiture(7) | — | 494.6 | ||||||
| Transaction costs(8) | 38.1 | 26.3 | ||||||
| Acquisition, rebranding and other integration costs(9) | 6.9 | 4.1 | ||||||
| Founder/CEO remuneration(10) | 31.8 | 15.6 | ||||||
| Other(11) | (185.2 | ) | (28.7 | ) | ||||
| Tax effect(12) | (22.9 | ) | (106.6 | ) | ||||
| Adjusted Net Income (Loss) from continuing operations | $ | 150.9 | $ | (1.4 | ) | |||
| Adjusted income per share from continuing operations, basic and diluted | $ | 0.40 | $ | — | ||||
| (1) | Comparative figures have been re-presented, refer to Note 2 and 17 in our Unaudited Interim Financial Statements. | |
| (2) | This is a non-cash item and consists of the amortization of intangible assets such as customer lists, municipal contracts, non-compete agreements, trade name and other licenses. | |
| (3) | This is a non-cash item and consists of depreciation expense related to the difference between the ARO calculated using the credit adjusted risk-free discount rate required for measurement of the ARO through purchase accounting compared to the risk-free discount rate required for quarterly valuations. |
14
| (4) | Consists of (i) non-cash gains and losses on foreign exchange and interest rate swaps entered into in connection with our debt instruments and (ii) gains and losses attributable to foreign exchange rate fluctuations. | |
| (5) | Excludes share of Adjusted EBITDA of investments accounted for using the equity method for RNG projects. | |
| (6) | Consists of gains and losses on the termination of hedged arrangements associated with the 3.750% 2025 Secured Notes, the 5.125% 2026 Secured Notes, the 4.250% 2025 Secured Notes and the 4.750% 2029 Notes. | |
| (7) | Consists of losses resulting from the divestiture of non-core businesses. | |
| (8) | Consists of acquisition, integration and other costs such as legal, consulting and other fees and expenses incurred in respect of acquisitions and financing activities completed during the applicable period. We expect to incur similar costs in connection with other acquisitions in the future and, under IFRS, such costs relating to acquisitions are expensed as incurred and not capitalized. This is part of SG&A. | |
| (9) | Consists of costs related to the rebranding of equipment acquired through business acquisitions. We expect to incur similar costs in connection with other acquisitions in the future. This is part of cost of sales. | |
| (10) | Consists of cash payments to the Founder and CEO, which payment had been previously satisfied through the issuance of restricted share units. | |
| (11) | The three and nine months ended September 30, 2025 includes $162.3 million and $186.7 million gain on dilution of equity investment in GIP and $6.5 million gain on dilution of equity investment in GES, refer to Note 3 in our Unaudited Interim Financial Statements. | |
| (12) | Consists of the tax effect of the adjustments to net income (loss) from continuing operations. |
Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow
The following tables provide a reconciliation of our cash flows from operating activities to Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow for the periods indicated:
| ($ millions) | Three months ended September 30, 2025 | Three months ended September 30, 2024(1) | ||||||
| Cash flows from operating activities | $ | 391.1 | $ | 347.1 | ||||
| Less: | ||||||||
| Operating cash flows from discontinued operations(2) | — | 157.1 | ||||||
| Cash flows from operating activities (excluding discontinued operations) | 391.1 | 190.0 | ||||||
| Add: | ||||||||
| Transaction costs(3) | 7.7 | 6.9 | ||||||
| Acquisition, rebranding and other integration costs(4) | 3.0 | 1.9 | ||||||
| Founder/CEO remuneration(5) | — | 5.4 | ||||||
| Cash payments related to GFL Environmental Services transition services agreement(6) | 8.8 | — | ||||||
| Cash taxes related to divestitures | — | 15.0 | ||||||
| Distribution received from joint ventures | 2.1 | 1.1 | ||||||
| Adjusted Cash Flows from Operating Activities | 412.7 | 220.3 | ||||||
| Proceeds on disposal of assets and other | 2.9 | 32.5 | ||||||
| Purchase of property and equipment | (289.5 | ) | (243.3 | ) | ||||
| Adjusted Free Cash Flow (including incremental growth investments) | 126.1 | 9.5 | ||||||
| Incremental growth investments(8) | 54.4 | 96.4 | ||||||
| Adjusted Free Cash Flow | $ | 180.5 | $ | 105.9 | ||||
15
| ($ millions) | Nine months ended September 30, 2025 | Nine months ended September 30, 2024(1) | ||||||
| Cash flows from operating activities | $ | 870.7 | $ | 974.9 | ||||
| Less: | ||||||||
| Operating cash flows from discontinued operations(2) | 69.6 | 337.2 | ||||||
| Cash flows from operating activities (excluding discontinued operations) | 801.1 | 637.7 | ||||||
| Add: | ||||||||
| Transaction costs(3) | 38.1 | 26.3 | ||||||
| Acquisition, rebranding and other integration costs(4) | 6.9 | 4.1 | ||||||
| Founder/CEO remuneration(5) | 31.8 | 15.6 | ||||||
| Cash payments related to GFL Environmental Services transition services agreement(6) | 8.8 | — | ||||||
| Cash taxes related to divestitures | — | 15.0 | ||||||
| Cash interest paid on early termination of long-term debt(7) | 68.9 | — | ||||||
| Distribution received from joint ventures | 7.4 | 9.4 | ||||||
| Adjusted Cash Flows from Operating Activities | 963.0 | 708.1 | ||||||
| Proceeds on disposal of assets and other | 16.0 | 40.5 | ||||||
| Purchase of property and equipment | (875.0 | ) | (760.2 | ) | ||||
| Adjusted Free Cash Flow (including incremental growth investments) | 104.0 | (11.6 | ) | |||||
| Incremental growth investments(8) | 227.3 | 247.0 | ||||||
| Adjusted Free Cash Flow | $ | 331.3 | $ | 235.4 | ||||
| (1) | Comparative figures have been re-presented, refer to Note 2 and 17 in our Unaudited Interim Financial Statements. | |
| (2) | Consists of operating cash flows from discontinued operations. As at September 30, 2025, GFL Environmental Services was presented as discontinued operations. Refer to Note 17 in our Unaudited Interim Financial Statements. | |
| (3) | Consists of acquisition, integration and other costs such as legal, consulting and other fees and expenses incurred in respect of acquisitions and financing activities completed during the applicable period. We expect to incur similar costs in connection with other acquisitions in the future, and, under IFRS, such costs relating to acquisitions are expensed as incurred and not capitalized. This is part of SG&A. | |
| (4) | Consists of costs related to the rebranding of equipment acquired through business acquisitions. We expect to incur similar costs in connection with other acquisitions in the future. This is part of cost of sales. | |
| (5) | Consists of cash payments to the Founder and CEO, which payment had been previously satisfied through the issuance of restricted share units. | |
| (6) | Consists of cash payments to GFL for services provided to GES based on the transition services agreement, which was satisfied in full on March 3, 2025 in connection with our divestiture of GFL Environmental Services. | |
| (7) | Consists of interest and related fees on early repayment of revolving credit facility, Term Loan B Facility, 3.75% 2025 Secured Notes, and 5.125% 2026 Secured Notes. | |
| (8) | Consists of incremental sustainability related capital projects, primarily related to recycling and RNG. |
16