TFII 0000950170-24-086859 6-K/A Filing: Jul 26, 2024

TFII 6-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

(Amendment No. 1)

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2024

Commission File No. 001-39224

TFI INTERNATIONAL INC.

(Translation of registrant’s name into English)

8801 Trans-Canada Highway, Suite 500

Saint-Laurent, Québec

H4S 1Z6 Canada

(Address of principal executive office)

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

Form 20-F ☐ Form 40-F ☒

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

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

EXPLANATORY NOTE

On July 25, 2024, TFI International Inc. (the “registrant”) furnished to the Securities and Exchange Commission (the “SEC”) a Report of Foreign Private Issuer on Form 6-K, Commission File No. 001-39224 (the “Original Filing”). Due to an error in the submission mechanics, Exhibit 99.3 (Interim Financial Statements for the period ended June 30, 2024) to the Original Filing inadvertently omitted footnotes (a) and (b) from Note 4 (Segment reporting). The registrant is furnishing this Amendment No. 1 to the Original Filing solely for the purpose of replacing Exhibit 99.3 and resubmitting the associated CEO and CFO Certifications (Exhibits 99.4 and 99.5).

Except as set forth above, the registrant has not modified or updated disclosures presented in the Original Filing to reflect events or developments that have occurred after the date of the Original Filing. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that have occurred or facts that have become known to the registrant after the Original Filing (other than as discussed above), and such forward-looking statements should be read in their historical context. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Registrant’s other filings made with the SEC subsequent to the filing of the Original Filing.

EXHIBIT INDEX


EXHIBIT<br><br>NUMBER		EXHIBIT DESCRIPTION

99.1*		News Release
99.2*		Management Discussion & Analysis for period ended June 30, 2024
99.3**		Interim Financial Statements for period ended June 30, 2024
99.4**		CEO Certification
99.5**		CFO Certification

	*	Previously furnished as exhibits to the Original Filing.
	**	Furnished herewith

SIGNATURES

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

EX-99.3

Exhibit 99.3

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the second quarter ended

June 30, 2024

CONTENTS

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION	2
CONDENSED CONSOLIDATED STATEMENTS OF INCOME	3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	6
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS	7

│1

TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(UNAUDITED)

(in thousands of U.S. dollars)		As at			As at
	Note	June 30,<br>2024			December 31,<br>2023
Assets
Cash and cash equivalents			26,606			335,556
Trade and other receivables			1,073,262			894,771
Inventoried supplies			25,946			23,964
Current taxes recoverable			26,988			23,637
Prepaid expenses			81,698			56,269
Assets held for sale			34,579			1,802
Current assets			1,269,079			1,335,999

Property and equipment	7		2,989,719			2,415,472
Right-of-use assets	8		524,853			425,630
Intangible assets	9		2,611,137			2,019,301
Investments	10		20,914			50,209
Other assets			18,895			16,394
Deferred tax assets			14,517			20,615
Non-current assets			6,180,035			4,947,621
Total assets			7,449,114			6,283,620

Liabilities
Trade and other payables			728,408			671,936
Current taxes payable			4,104			2,442
Provisions	14		83,330			66,565
Other financial liabilities			25,939			23,420
Long-term debt	11		351,673			174,351
Lease liabilities	12		160,148			127,397
Current liabilities			1,353,602			1,066,111

Long-term debt	11		2,333,561			1,709,831
Lease liabilities	12		400,239			332,761
Employee benefits	13		75,226			53,231
Provisions	14		135,186			93,335
Other financial liabilities			2,350			3,699
Deferred tax liabilities			519,230			433,242
Non-current liabilities			3,465,792			2,626,099
Total liabilities			4,819,394			3,692,210

Equity
Share capital	15		1,135,157			1,107,290
Contributed surplus	15, 17		26,959			37,684
Accumulated other comprehensive loss			(252,538	)		(200,539	)
Retained earnings			1,720,142			1,646,975
Total equity			2,629,720			2,591,410

Contingencies, letters of credit and other commitments	21
Total liabilities and equity			7,449,114			6,283,620

The notes on pages 7 to 24 are an integral part of these condensed consolidated interim financial statements.

│2

TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(In thousands of U.S. dollars, except per share amounts)		Three months			Three months			Six months			Six months
		ended			ended			ended			ended
	Note	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023

Revenue			1,961,120			1,549,451			3,572,621			3,109,878
Fuel surcharge			303,425			241,815			562,739			531,565
Total revenue			2,264,545			1,791,266			4,135,360			3,641,443

Materials and services expenses	18		1,109,153			897,705			2,047,961			1,837,985
Personnel expenses			675,781			492,360			1,238,361			1,034,632
Other operating expenses			119,873			104,752			224,731			217,190
Depreciation of property and equipment	7		87,482			62,348			151,973			121,395
Depreciation of right-of-use assets	8		45,758			31,954			81,060			63,389
Amortization of intangible assets	9		19,300			13,872			36,516			27,445
Gain on sale of rolling stock and equipment			(647	)		(3,582	)		(4,458	)		(11,794	)
Loss (gain) on derecognition of right-of-use assets			11			(260	)		41			(1,067	)
Loss on sale of land and buildings			-			40			-			40
Gain, net of impairment, on sale of assets
held for sale			(281	)		(340	)		(496	)		(6,591	)
Total operating expenses			2,056,430			1,598,849			3,775,689			3,282,624

Operating income			208,115			192,417			359,671			358,819

Finance (income) costs
Finance income	19		(1,072	)		(1,648	)		(6,224	)		(3,358	)
Finance costs	19		48,485			20,378			80,966			39,217
Net finance costs			47,413			18,730			74,742			35,859

Income before income tax			160,702			173,687			284,929			322,960
Income tax expense	20		42,933			45,453			74,313			82,808

Net income			117,769			128,234			210,616			240,152

Earnings per share
Basic earnings per share	16		1.39			1.49			2.49			2.78
Diluted earnings per share	16		1.38			1.47			2.47			2.74

The notes on pages 7 to 24 are an integral part of these condensed consolidated interim financial statements.

│3

TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands of U.S. dollars)	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023

Net income		117,769			128,234			210,616			240,152

Other comprehensive (loss) income
Items that may be reclassified to income or loss in future periods:
Foreign currency translation differences		481			7,640			1,084			8,106
Net investment hedge, net of tax		(16,014	)		23,822			(52,100	)		26,866
Items directly reclassified to retained earnings:
Unrealized (loss) gain on investments in equity securities
measured at fair value through OCI, net of tax		(1,698	)		(5,809	)		(9,214	)		13,562
Other comprehensive (loss) income, net of tax		(17,231	)		25,653			(60,230	)		48,534

Total comprehensive income		100,538			153,887			150,386			288,686

The notes on pages 7 to 24 are an integral part of these condensed consolidated interim financial statements.

│4

TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
	PERIODS ENDED June 30, 2024 AND 2023 (UNAUDITED)
(In thousands of U.S. dollars)												Accumulated				Accumulated
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
												foreign				unrealized								Total
												currency				gain (loss)								equity
												translation				on invest-								attributable
												differences				ments in				Retained				to owners
				Share				Contributed				& net invest-				equity				earnings				of the
		Note		capital				surplus				ment hedge				securities				(deficit)				Company

Balance as at December 31, 2023					1,107,290				37,684				(200,296	)			(243	)			1,646,975				2,591,410

Net income					-				-				-				-				210,616				210,616
Other comprehensive loss, net of tax					-				-				(51,016	)			(9,214	)			-				(60,230	)
Realized gain (loss) on equity securities					-				-				-				8,231				(8,231	)			-
Total comprehensive (loss) income					-				-				(51,016	)			(983	)			202,385				150,386

Share-based payment transactions, net of tax		17			-				7,831				-				-				-				7,831
Stock options exercised, net of tax		15, 17			12,998				(2,269	)			-				-				-				10,729
Dividends to owners of the Company		15			-				-				-				-				(67,665	)			(67,665	)
Repurchase of own shares		15			(2,761	)			-				-				-				(31,418	)			(34,179	)
Net settlement of restricted share units
and performance share units, net of tax		15, 17			17,630				(16,287	)			-				-				(30,135	)			(28,792	)
Total transactions with owners, recorded directly in equity					27,867				(10,725	)			-				-				(129,218	)			(112,076	)

Balance as at June 30, 2024					1,135,157				26,959				(251,312	)			(1,226	)			1,720,142				2,629,720

Balance as at December 31, 2022					1,089,229				41,491				(239,120	)			5,799				1,565,671				2,463,070

Net income					-				-				-				-				240,152				240,152
Other comprehensive income, net of tax					-				-				34,972				13,562				-				48,534
Realized (loss) gain on equity securities					-				-				-				(13,323	)			13,323				-
Total comprehensive income					-				-				34,972				239				253,475				288,686

Share-based payment transactions, net of tax		17			-				11,949				-				-				-				11,949
Stock options exercised, net of tax		15, 17			12,078				(3,231	)			-				-				-				8,847
Dividends to owners of the Company		15			-				-				-				-				(60,401	)			(60,401	)
Repurchase of own shares		15			(12,065	)			-				-				-				(106,770	)			(118,835	)
Net settlement of restricted share units, net of tax		15, 17			29,185				(20,829	)			-				-				(54,937	)			(46,581	)
Total transactions with owners, recorded directly in equity					29,198				(12,111	)			-				-				(222,108	)			(205,021	)

Balance as at June 30, 2023					1,118,427				29,380				(204,148	)			6,038				1,597,038				2,546,735

The notes on pages 7 to 24 are an integral part of these condensed consolidated interim financial statements.

│5

TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	(UNAUDITED)
(In thousands of U.S. dollars)						Three months				Three months				Six months				Six months
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
						ended				ended				ended				ended
	Note					June 30, 2024				June 30, 2023*				June 30, 2024				June 30, 2023*

Cash flows from operating activities
Net income							117,769				128,234				210,616				240,152
Adjustments for:
Depreciation of property and equipment			7				87,482				62,348				151,973				121,395
Depreciation of right-of-use assets			8				45,758				31,954				81,060				63,389
Amortization of intangible assets			9				19,300				13,872				36,516				27,445
Share-based payment transactions			17				3,215				3,306				6,003				6,649
Net finance costs			19				47,413				18,730				74,742				35,859
Income tax expense			20				42,933				45,453				74,313				82,808
Gain on sale of property and equipment							(647	)			(3,542	)			(4,458	)			(11,754	)
Loss (gain) on derecognition of right-of-use assets							11				(260	)			41				(1,067	)
Gain, net of impairment, on sale of assets
held for sale							(281	)			(340	)			(496	)			(6,591	)
Employee benefits							10,484				12,591				21,133				30,175
Provisions, net of payments							2,048				(19,909	)			5,143				(27,862	)
Net change in non-cash operating working capital			6				(25,773	)			(14	)			(60,767	)			50,823
Interest paid							(43,016	)			(17,561	)			(68,915	)			(33,519	)
Income tax paid							(58,154	)			(74,476	)			(77,673	)			(145,382	)
Net cash from operating activities							248,542				200,386				449,231				432,520

Cash flows used in investing activities
Purchases of property and equipment			7				(118,861	)			(84,152	)			(196,400	)			(160,400	)
Proceeds from sale of property and equipment							19,553				19,465				32,323				44,180
Proceeds from sale of assets held for sale							2,193				2,380				3,436				17,486
Purchases of intangible assets			9				(3,894	)			(655	)			(4,356	)			(1,645	)
Business combinations, net of cash acquired			5				(805,260	)			(30,309	)			(914,221	)			(115,052	)
Purchases of investments							-				(4,352	)			-				(4,352	)
Proceeds from sale of investments							-				85,728				19,068				89,212
Others							(1,223	)			(453	)			(321	)			(609	)
Net cash used in investing activities							(907,492	)			(12,348	)			(1,060,471	)			(131,180	)

Cash flows (used in) from financing activities
Proceeds from long-term debt			11				-				-				500,000				-
Repayment of long-term debt			11				(29,998	)			(9,002	)			(38,195	)			(22,497	)
Net (decrease) increase in revolving facilities			11				(83,838	)			36,789				32,096				36,789
Repayment of lease liabilities			12				(44,730	)			(31,229	)			(79,306	)			(62,564	)
(Decrease) increase of other financial liabilities							(295	)			653				(3,145	)			(3,297	)
Dividends paid							(33,272	)			(30,637	)			(66,904	)			(60,956	)
Repurchase of own shares			15				(34,179	)			(112,839	)			(34,179	)			(118,835	)
Proceeds from exercise of stock options			15				8,028				2,146				10,729				8,847
Share repurchase for settlement of restricted share
units and performance share units							(1,070	)			(1,056	)			(28,792	)			(46,581	)
Net cash from (used in) financing activities							(219,354	)			(145,175	)			292,304				(269,094	)

Net change in cash and cash equivalents							(878,304	)			42,863				(318,936	)			32,246
Cash and cash equivalents, beginning of period							902,372				136,360				335,556				147,117
Effect of movements in exchange rates on
cash and cash equivalents							2,538				(1,089	)			9,986				(1,229	)
Cash and cash equivalents, end of period							26,606				178,134				26,606				178,134

* Recasted for change in presentation for consistency with the current year presentation of the effect of movements in exchange rates on cash and cash equivalents.

The notes on pages 7 to 24 are an integral part of these condensed consolidated interim financial statements.

│6

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

Reporting entity

TFI International Inc. (the “Company”) is incorporated under the Canada Business Corporations Act, and is a company domiciled in Canada. The address of the Company’s registered office is 8801 Trans-Canada Highway, Suite 500, Montreal, Quebec, H4S 1Z6.

The condensed consolidated interim financial statements of the Company as at and for the three and six months ended June 30, 2024 and 2023 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”).

The Group is involved in the provision of transportation and logistics services across the United States, Canada and Mexico.

Basis of preparation
Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting of International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the most recent annual consolidated financial statements of the Group.

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on July 25, 2024.

Basis of measurement

These condensed consolidated interim financial statements have been prepared on the historical cost basis except for the following material items in the statements of financial position:

investment in equity securities, derivative financial instruments and contingent considerations are measured at fair value;
liabilities for cash-settled share-based payment arrangements are measured at fair value in accordance with IFRS 2;
the defined benefit pension plan liability is recognized as the net total of the present value of the defined benefit obligation less the fair value of the plan assets; and
assets and liabilities acquired in business combinations are measured at fair value at acquisition date.

These condensed consolidated interim financial statements are expressed in U.S. dollars, except where otherwise indicated.

Seasonality of interim operations

The activities conducted by the Group are subject to general demand for freight transportation. Historically, demand has been relatively stable with the first quarter being generally the weakest in terms of demand. Furthermore, during the harsh winter months, fuel consumption and maintenance costs tend to rise. Consequently, the results of operations for the interim period are not necessarily indicative of the results of operations for the full year.

Functional and presentation currency

The Company’s consolidated interim financial statements are presented in U.S. dollars (“U.S. dollars” or “USD”).

The Company’s functional currency is the Canadian dollar (“CAD” or CDN$”). Translation gains and losses from the application of the U.S. dollar as the presentation currency while the Canadian dollar is the functional currency are included as part of the cumulative foreign currency translation adjustment.

All financial information presented in U.S. dollars has been rounded to the nearest thousand.

Use of estimates and judgments

The preparation of the accompanying financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities, the disclosures about contingent assets and liabilities, and the reported amounts of revenues and expenses. Such estimates include the valuation of goodwill and intangible assets, the measurement of identifiable assets and liabilities acquired in business combinations, income tax provisions, defined benefit obligation, the self-insurance and other provisions, and contingencies. These estimates and assumptions are based on management’s best estimates and judgments.

│7

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. Actual results could differ from these estimates. Changes in those estimates and assumptions resulting from changes in the economic environment will be reflected in the financial statements of future periods.

In preparing these condensed consolidated interim financial statements, the significant judgments made by management applying the Group’s accounting policies and the key sources of estimation uncertainty are the same as those applied and described in the Group’s 2023 annual consolidated financial statements.

Material accounting policies

The accounting policies described in the Group’s 2023 annual consolidated financial statements have been applied consistently to all periods presented in these condensed consolidated interim financial statements, unless otherwise indicated in note 3. The accounting policies have been applied consistently by Group entities.

New standards and interpretations adopted during the period

The following new standards, and amendments to standards and interpretations, are effective for the first time for interim periods beginning on or after January 1, 2024 and have been applied in preparing these condensed consolidated interim financial statements.

Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

On January 23, 2020, the IASB issued amendments to IAS 1 Presentation of Financial Statements (the 2020 amendments), to clarify the classification of liabilities as current or non-current. On October 31, 2022, the IASB issued Non-current Liabilities with Covenants (Amendments to IAS 1) (the 2022 amendments), to improve the information a company provides about long-term debt with covenants. The 2020 amendments and the 2022 amendments (collectively “the Amendments”) are effective for annual periods beginning on or after January 1, 2024.

For the purposes of non-current classification, the Amendments removed the requirement for a right to defer settlement or roll over of a liability for at least twelve months to be unconditional. Instead, such a right must exist at the end of the reporting period and have substance. The Amendments reconfirmed that only covenants with which a company must comply on or before the reporting date affect the classification of a liability as current or non-current. Covenants with which a company must comply after the reporting date do not affect a liability’s classification at that date. The Amendments also clarify how a company classifies a liability that includes a counterparty conversion option. The Amendments state that:

the settlement of a liability includes transferring a company’s own equity instruments to the counterparty; and
when classifying liabilities as current or non-current a company can ignore only those conversion options that are recognized as equity.

The adoption of the amendments did not have a material impact on the Group’s condensed consolidated interim financial statements.

Lease Liability in a Sale and Leaseback

On September 22, 2022, the IASB issued Lease Liability in a Sale and Leaseback (Amendments to IFRS 16). The amendments are effective for annual periods beginning on or after January 1, 2024. The amendment introduces a new accounting model which impacts how a seller-lessee accounts for variable lease payments that arise in a sale-and-leaseback transaction. The amendments clarify that on initial recognition, the seller-lessee includes variable lease payments when it measures a lease liability arising from a sale-and-leaseback transaction and after initial recognition, the seller-lessee applies the general requirements for subsequent accounting of the lease liability such that it recognizes no gain or loss relating to the right of use it retains. The amendments need to be applied retrospectively, which require seller-lessees to reassess and potentially restate sale-and-leaseback transactions entered into since implementation of IFRS 16 in 2019.

│8

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

The adoption of the amendments did not have a material impact on the Group’s condensed consolidated interim financial statements.

New standards and interpretations not yet adopted

The following new standards are not yet effective, and have not been applied in preparing these condensed consolidated interim financial statements:

Presentation and Disclosure in Financial Statements – IFRS 18

On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted.

The new Accounting Standard introduces significant changes to the structure of a company’s income statement, more discipline and transparency in presentation of management's own performance measures (commonly referred to as 'non-GAAP measures,') and less aggregation of items into large, single numbers. The main impacts of the new Accounting Standard include:

introducing a newly defined ‘operating profit’ subtotal and a requirement for all income and expenses to be allocated between three new distinct categories based on a company’s main business activities (i.e. operating, investing and financing);
requiring disclosure about management performance measures (MPMs); and
adding new principles for aggregation and disaggregation of information

The extent of the impact of adoption of the amendments has not yet been determined.

Segment reporting

The Group operates within the transportation and logistics industry in the United States, Canada and Mexico, in different reportable segments, as described below. The reportable segments are managed independently as they require different technology and capital resources. For each of the operating segments, the Group’s CEO reviews internal management reports.

In the second quarter of fiscal 2024, it was determined that Package and Courier operating segment should be aggregated with the Canadian Less-Than-Truckload and U.S. Less-Than-Truckload operating segments, forming the Less-Than-Truckload reportable segment. Comparative information has been recast to be consistent with current reportable segments.

The following summary describes the operations in each of the Group’s reportable segments:


Less-Than-Truckload (a):	Pickup, consolidation, transport and delivery of smaller loads.
Truckload (b):	Full loads carried directly from the customer to the destination using a closed van or specialized equipment to meet customers’ specific needs. Includes expedited transportation, flatbed, tank, container and dedicated services.
Logistics:	Asset-light logistics services, including brokerage, freight forwarding and transportation management, as well as small package parcel delivery.

The Less-Than-Truckload reporting segment represents the aggregation of the Canadian Less-Than-Truckload, U.S. Less-Than-Truckload and Package and Courier operating segments. The aggregation of the segment was analyzed using management’s judgment in accordance with IFRS 8. The operating segments were determined to be similar, amongst others, with respect to the nature of services offered and the methods used to distribute their services. Additionally, they have similar economic characteristics with respect to long-term expected gross margin, levels of capital invested and market place trends.
The Truckload reporting segment represents the aggregation of the Canadian Conventional Truckload and Specialized Truckload operating segments. The aggregation of the segment was analyzed using management’s judgment in accordance with IFRS 8. The operating segments were determined to be similar, amongst others, with respect to the nature of services offered and the methods used to distribute their services. Additionally, they have similar economic characteristics with respect to long-term expected gross margin, levels of capital invested and market place trends.

Information regarding the results of each reportable segment is included below. Performance is measured based on segment operating income or loss. This measure is included in the internal management reports that are reviewed by the Group’s CEO and refers to “Operating income (loss)” in the consolidated statements of income. Segment operating income or loss is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.

│9

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)
		Less-
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		Than-
		Truckload(2)				Truckload				Logistics				Corporate				Eliminations(2)				Total
Three months ended June 30, 2024
Revenue(1)			794,158				737,687				442,393				-				(13,118	)			1,961,120
Fuel surcharge(1)			163,955				114,227				28,228				-				(2,985	)			303,425
Total revenue(1)			958,113				851,914				470,621				-				(16,103	)			2,264,545
Operating income (loss)			109,918				83,329				50,590				(35,722	)			-				208,115
Selected items:
Depreciation and
amortization			54,557				81,875				14,908				1,200				-				152,540
Gain, net of
impairment on sale of
assets held for sale			274				7				-				-				-				281
Intangible assets			422,343				1,431,031				757,713				50				-				2,611,137
Total assets			2,744,072				3,449,232				1,146,768				109,042				-				7,449,114
Total liabilities			845,817				771,428				327,191				2,875,081				(123	)			4,819,394
Additions to property
and equipment			51,676				64,925				2,060				200				-				118,861

Three months ended June 30, 2023
Revenue(1)			787,687				410,680				361,767				-				(10,683	)			1,549,451
Fuel surcharge(1)			157,163				69,099				17,705				-				(2,152	)			241,815
Total revenue(1)			944,850				479,779				379,472				-				(12,835	)			1,791,266
Operating income (loss)			107,776				66,183				32,893				(14,435	)			-				192,417
Selected items:
Depreciation and
amortization			48,957				48,735				10,352				130				-				108,174
Loss on sale of land
and buildings			(36	)			(4	)			-				-				-				(40	)
Gain, net of
impairment on sale of
assets held for sale			308				32				-				-				-				340
Intangible assets			357,279				788,931				529,045				137				-				1,675,392
Total assets			2,611,538				1,836,752				782,469				260,662				-				5,491,421
Total liabilities			791,898				395,693				225,209				1,532,014				(128	)			2,944,686
Additions to property
and equipment			55,188				28,219				722				23				-				84,152

(1) Includes intersegment revenue and intersegment fuel surcharge

(2) Recasted for changes in aggregation in the current year. Specifically, “Package and Courier” was presented separately in previous periods is now aggregated within “Less-Than-Truckload”. The remaining amounts remain the same, except for resultant changes to the Eliminations.

│10

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)
		Less-
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		Than-
		Truckload(2)				Truckload				Logistics				Corporate				Eliminations(2)				Total
Six months ended June 30, 2024
Revenue(1)			1,577,678				1,135,418				884,298				-				(24,773	)			3,572,621
Fuel surcharge(1)			327,201				186,090				54,932				-				(5,484	)			562,739
Total revenue(1)			1,904,879				1,321,508				939,230				-				(30,257	)			4,135,360
Operating income (loss)			194,949				124,792				90,772				(50,842	)			-				359,671
Selected items:
Depreciation and
amortization			107,161				130,821				30,175				1,392				-				269,549
Gain (loss), net of
impairment on sale of
assets held for sale			487				(27	)			36				-				-				496
Intangible assets			422,343				1,431,031				757,713				50				-				2,611,137
Total assets			2,744,072				3,449,232				1,146,768				109,042				-				7,449,114
Total liabilities			845,817				771,428				327,191				2,875,081				(123	)			4,819,394
Additions to property
and equipment			106,562				86,697				2,788				353				-				196,400

Six months ended June 30, 2023
Revenue(1)			1,590,235				824,805				717,018				-				(22,180	)			3,109,878
Fuel surcharge(1)			347,649				155,069				33,280				-				(4,433	)			531,565
Total revenue(1)			1,937,884				979,874				750,298				-				(26,613	)			3,641,443
Operating income			193,039				136,679				64,603				(35,502	)			-				358,819
Selected items:
Depreciation and
amortization			95,241				96,585				20,135				268				-				212,229
Gain on sale of
land and buildings			(36	)			(4	)			-				-				-				(40	)
Gain (loss), net of
impairment on sale of
assets held for sale			3,182				3,409				-				-				-				6,591
Intangible assets			357,279				788,931				529,045				137				-				1,675,392
Total assets			2,611,538				1,836,752				782,469				260,662				-				5,491,421
Total liabilities			791,898				395,693				225,209				1,532,014				(128	)			2,944,686
Additions to property
and equipment			114,637				43,404				895				148				-				159,084

(1) Includes intersegment revenue and intersegment fuel surcharge

(2) Recasted for changes in presentation for consistency with the current year presentation: “Package and Courier” presented separately in previous periods is now presented within “Less-Than-Truckload”.

Geographical information

Revenue is attributed to geographical locations based on the origin of service location.

	Less-
	Than-
	Truckload(1)		Truckload		Logistics		Eliminations(1)			Total
Three months ended June 30, 2024
Canada		294,284		304,549		65,329		(9,331	)		654,831
United States		663,829		547,365		405,292		(6,772	)		1,609,714
Total		958,113		851,914		470,621		(16,103	)		2,264,545

Three months ended June 30, 2023
Canada		287,656		278,946		66,990		(6,345	)		627,247
United States		657,194		200,833		312,482		(6,490	)		1,164,019
Total		944,850		479,779		379,472		(12,835	)		1,791,266

Six months ended June 30, 2024
Canada		573,562		576,320		127,643		(17,507	)		1,260,017
United States		1,331,317		745,188		811,587		(12,750	)		2,875,343
Total		1,904,879		1,321,508		939,230		(30,257	)		4,135,360

Six months ended June 30, 2023
Canada		581,216		571,584		131,295		(13,744	)		1,270,351
United States		1,356,668		408,290		619,003		(12,869	)		2,371,092
Total		1,937,884		979,874		750,298		(26,613	)		3,641,443

(1) Recasted for changes in presentation for consistency with the current year presentation: “Package and Courier” presented separately in previous periods is now presented within “Less-Than-Truckload”.

│11

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

Segment assets are based on the geographical location of the assets.

	As at		As at
	June 30, 2024		December 31, 2023
Property and equipment, right-of-use assets and intangible assets
Canada		2,268,734		2,208,595
United States		3,856,975		2,651,808
		6,125,709		4,860,403

Business combinations
Business combinations

In line with the Group’s growth strategy, the Group acquired eight businesses during 2024, of which Daseke Inc. ("Daseke") was considered material. All other acquisitions were not considered to be material. These transactions were concluded in order to add density in the Group’s current network and further expand value-added services.

On April 1, 2024, the Group completed the acquisition of Daseke, Inc. The purchase price for the business acquisition totaled $817.0 million, which was funded by a $500.0 million term loan obtained and the remaining balance was drawn from cash on hand, and the Group absorbed $314.7 million of equipment financing debt in the acquisition. During the six months ended June 30, 2024, the business contributed revenue and net income of $371.0 million and $5.5 million, respectively since the acquisition.

Had the Group acquired Daseke on January 1, 2024, as per management’s best estimates, the revenue and net income for this entity would have been $727.8 million and $7.1 million, respectively. In determining these estimated amounts, management assumed that the fair value adjustments that arose on the date of acquisition would have been the same had the acquisitions occurred on January 1, 2024 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expense based on the effective tax rate of the entity.

During the six months ended June 30, 2024, the non-material businesses, in aggregate, contributed revenue and net income of $55.5 million and $1.3 million, respectively, since the acquisitions.

Had the Group acquired the non-material businesses on January 1, 2024, as per management’s best estimates, the revenue and net income for these entities would have been $86.2 million and $4.3 million, respectively. In determining these estimated amounts, management assumed that the fair value adjustments that arose on the date of acquisition would have been the same had the acquisitions occurred on January 1, 2024 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expense based on the effective tax rate of the entity.

During the six months ended June 30, 2024, $0.5 million of transaction costs (2023 – $0.2 million) have been expensed in other operating expenses in the consolidated statements of income in relation to the above-mentioned business acquisitions.

As of the reporting date, the Group had not yet completed the determination of the fair value of assets acquired and liabilities assumed of the 2024 acquisitions. Information to confirm the fair value of certain assets and liabilities still needs to be obtained for these acquisitions. As the Group obtains more information, the allocation will be completed.

│12

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

The table below presents the determination of the fair value of assets acquired and liabilities assumed based on the best information available to the Group to date:

Identifiable assets acquired and liabilities assumed
Cash and cash equivalents		46,242		31,937		78,179
Trade and other receivables		173,389		22,110		195,499
Inventoried supplies and prepaid expenses		32,611		3,202		35,813
Property and equipment	7	577,825		42,266		620,091
Right-of-use assets	8	113,385		9,161		122,546
Intangible assets	9	60,233		44,505		104,738
Other assets		3,093		(17	)	3,076
Trade and other payables		(100,716	)	(16,909	)	(117,625	)
Income tax payable		(58	)	(242	)	(300	)
Employee benefits		(194	)	-		(194	)
Provisions		(54,681	)	-		(54,681	)
Other non-current liabilities		(213	)	-		(213	)
Long-term debt	11	(314,671	)	-		(314,671	)
Lease liabilities	12	(113,385	)	(9,161	)	(122,546	)
Deferred tax liabilities		(96,434	)	(10,783	)	(107,217	)
Total identifiable net assets		326,426		116,069		442,495
Total consideration transferred		816,958		179,892		996,850
Goodwill	9	490,532		63,823		554,355
Cash		816,958		175,442		992,400
Contingent consideration		-		4,450		4,450
Total consideration transferred		816,958		179,892		996,850

The fair values measured on the amounts regarding Daseke are on a provisional basis, mainly regarding tangible assets, intangible assets, provisions and current and deferred tax liabilities. This is mainly due to pending completion and review of independent valuations and due to the complexity of the information for the tax provisions. The fair values will be revised as more information is obtained about the facts and circumstances that existed at the date of acquisition.

The total trade receivables comprise gross amounts due of $198.3 million, of which $2.8 million was expected to be uncollectible at the acquisition date.

Goodwill

The goodwill is attributable mainly to the premium of an established business operation with a good reputation in the transportation industry, and the synergies expected to be achieved from integrating the acquired entity into the Group’s existing business.

The goodwill arising in the business combinations has been allocated to operating segments as indicated in the table below, which represents the lowest level at which goodwill is monitored internally.

Operating segment	Reportable segment
U.S. Less-Than-Truckload	Less-Than-Truckload	29,425
Canadian Truckload	Truckload	477
Specialized Truckload	Truckload	519,585
Logistics	Logistics	4,868
		554,355

│13

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

Contingent consideration

The contingent consideration for the six months ended June 30, 2024 relates to non-material business acquisitions and is recorded in the original determination of the fair value of assets acquired and liabilities assumed. The fair value was determined using expected cash flows. These considerations are contingent on achieving specified earnings levels in future periods. The maximum amount payable is $4.5 million in less than one year.

The contingent consideration balance at June 30, 2024 is $15.6 million (December 31, 2023 - $13.2 million) and is presented in other financial liabilities on the consolidated statements of financial position.

Adjustment to the provisional amounts of prior year’s business combinations

The 2023 annual consolidated financial statements included details of the Group’s business combinations and set out provisional fair values relating to the consideration paid and net assets acquired of various acquisitions. These acquisitions were accounted for under the provisions of IFRS 3.

As required by IFRS 3, the provisional fair values have been reassessed in light of information obtained during the measurement period following the acquisition. No material adjustments were required to the provisional fair values for these prior period business combinations during the six months ended June 30, 2024.

Additional cash flow information

Net change in non-cash operating working capital

	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
Trade and other receivables		25,040			61,261			4,810			153,280
Inventoried supplies		1,403			(1,764	)		2,151			1,088
Prepaid expenses		1,302			(10,117	)		(3,421	)		(21,490	)
Trade and other payables		(53,518	)		(49,394	)		(64,307	)		(82,055	)
		(25,773	)		(14	)		(60,767	)		50,823

Property and equipment

			Land and			Rolling
	Note		buildings			stock			Equipment			Total
Cost
Balance at December 31, 2023				1,383,977			1,758,200			192,371			3,334,548
Additions through business combinations		5		112,029			498,187			9,875			620,091
Other additions				33,379			143,981			19,040			196,400
Disposals				(5,410	)		(79,531	)		(5,206	)		(90,147	)
Reclassification to assets held for sale				(32,925	)		(23,212	)		-			(56,137	)
Effect of movements in exchange rates				(14,267	)		(23,540	)		(7,363	)		(45,170	)
Balance at June 30, 2024				1,476,783			2,274,085			208,717			3,959,585

Accumulated Depreciation
Balance at December 31, 2023				105,401			690,232			123,443			919,076
Depreciation				12,581			128,805			10,587			151,973
Disposals				(5,406	)		(53,701	)		(3,175	)		(62,282	)
Reclassification to assets held for sale				(2,035	)		(18,383	)		-			(20,418	)
Effect of movements in exchange rates				(2,205	)		(12,682	)		(3,596	)		(18,483	)
Balance at June 30, 2024				108,336			734,271			127,259			969,866

Net carrying amounts
At December 31, 2023				1,278,576			1,067,968			68,928			2,415,472
At June 30, 2024				1,368,447			1,539,814			81,458			2,989,719

As at June 30, 2024, there are no amounts included in trade and other payables for the purchases of property and equipment (December 31, 2023 – nil).

│14

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

Right-of-use assets

			Land and			Rolling
	Note		buildings			stock			Equipment			Total
Cost
Balance at December 31, 2023				588,359			290,358			3,814			882,531
Other additions				27,461			42,471			516			70,448
Additions through business combinations		5		73,774			47,318			1,454			122,546
Derecognition*				(4,082	)		(33,802	)		(246	)		(38,130	)
Effect of movements in exchange rates				(13,589	)		(8,665	)		(11	)		(22,265	)
Balance at June 30, 2024				671,923			337,680			5,527			1,015,130

Depreciation
Balance at December 31, 2023				330,515			124,677			1,709			456,901
Depreciation				39,092			41,270			698			81,060
Derecognition*				(4,035	)		(31,353	)		(245	)		(35,633	)
Effect of movements in exchange rates				(8,027	)		(3,998	)		(26	)		(12,051	)
Balance at June 30, 2024				357,545			130,596			2,136			490,277

Net carrying amounts
At December 31, 2023				257,844			165,681			2,105			425,630
At June 30, 2024				314,378			207,084			3,391			524,853

* Derecognized right-of-use assets include negotiated asset purchases and extinguishments resulting from accidents as well as fully amortized or end of term right-of-use assets.

Intangible assets

					Other intangible assets
											Non-
					Customer			Trademarks			compete			Information
Note		Goodwill			relationships			and other			agreements			technology			Total
Cost
Balance at December 31, 2023			1,562,129			757,195			62,672			23,319			39,305			2,444,620
Additions through business combinations	5		554,355			69,043			32,726			2,676			293			659,093
Other additions			-			-			-			-			4,356			4,356
Extinguishments			-			-			(4,432	)		(288	)		(2,149	)		(6,869	)
Effect of movements in
exchange rates			(31,045	)		(9,307	)		(883	)		(451	)		(517	)		(42,203	)
Balance at June 30, 2024			2,085,439			816,931			90,083			25,256			41,288			3,058,997

Amortization and impairment losses
Balance at December 31, 2023			79,052			286,828			25,119			11,873			22,447			425,319
Amortization			-			28,269			2,938			1,871			3,438			36,516
Extinguishments			-			-			(4,432	)		(288	)		(2,149	)		(6,869	)
Effect of movements in
exchange rates			(1,630	)		(4,390	)		(441	)		(192	)		(453	)		(7,106	)
Balance at June 30, 2024			77,422			310,707			23,184			13,264			23,283			447,860

Net carrying amounts
At December 31, 2023			1,483,077			470,367			37,553			11,446			16,858			2,019,301
At June 30, 2024			2,008,017			506,224			66,899			11,992			18,005			2,611,137

Investments

	As at		As at
	June 30, 2024		December 31, 2023
Level 1 investments		2,756		31,557
Level 2 investments		4,301		4,339
Level 3 investments		13,857		14,313
		20,914		50,209

The Group elected to designate all of its investments as at fair value through OCI.

During the six months ended June 30, 2024, the Group sold Level 1 investments for proceeds of $19.1 million resulting in a realized loss of 8.2M$ on equity securities transferred from OCI to retained earnings.

│15

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

Long-term debt

	As at		As at
	June 30, 2024		December 31, 2023
Non-current liabilities
Unsecured revolving facilities		52,426		22,166
Unsecured term loan		399,059		-
Unsecured senior notes		1,652,383		1,652,049
Conditional sales contracts		225,537		31,278
Other long-term debt		4,156		4,338
		2,333,561		1,709,831

Current liabilities
Current portion of unsecured term loan		100,000		-
Current portion of unsecured debenture		146,210		151,023
Current portion of other long-term debt		360		354
Current portion of conditional sales contracts		105,103		22,974
		351,673		174,351

The table below summarizes changes to the long-term debt:

		Six months ended			Six months ended
		June 30, 2024			June 30, 2023
Balance at beginning of period			1,884,182			1,315,757
Proceeds from long-term debt			500,000			-
Business combinations	5		314,671			-
Repayment of long-term debt			(38,195	)		(22,497	)
Net increase in revolving facilities			32,096			36,789
Amortization of deferred financing fees			856			652
Effect of movements in exchange rates			(60,476	)		30,072
Effect of movements in exchange rates - debt
designated as net investment hedge			52,100			(23,971	)
Balance at end of period			2,685,234			1,336,802

On March 22, 2024, the Group amended its revolving credit facility, including the addition of a $500.0 million term loan and an extension. Under the new amendment, the revolving credit facility was extended to March 22, 2027. The new agreement also provides the Company with a non-revolving term loan for $500.0 million maturing in 1 to 3 years, $100.0 million each in year one and year two and $300.0 million in year three. Based on certain ratios, the interest rate on the term loan is the sum of SOFR, plus an applicable margin, which can vary between 128 basis points and 190 basis points. The applicable margin on the credit facility is currently 1.4%. Deferred financing fees of $1.3 million were recognized on the increase. The amendment also includes the adoption of the Canadian Interest Rate Benchmark Reform, resulting in the replacement of the banker’s acceptance rate in Canada with the Canadian Overnight Repo Rate Average (CORRA), a measure of the cost of overnight general collateral funding in Canadian Dollars using Government of Canada treasury bills and bonds as collateral for repurchase transactions. The change did not have a material impact on the Group’s financial statements. The debt amendment is subject to the same covenants as previously required by the Company’s syndicated revolving credit agreement as described in note 26(f) of the 2023 annual audited consolidated financial statements.

The Group’s revolving facilities have a total size of $948.0 million at June 30, 2024 (December 31, 2023 – $951.4 million) and an additional $184.1 million of credit availability (CAD $245.0 million and USD $5.0 million). The additional credit is available under certain conditions under the Group’s syndicated revolving credit agreement.

The debt issuances described above are subject to certain covenants regarding the maintenance of financial ratios. These are the same covenants as previously required by the Company’s syndicated revolving credit agreement as described in note 26(f) of the 2023 annual audited consolidated financial statements.

Lease liabilities

	As at		As at
	June 30, 2024		December 31, 2023
Current portion of lease liabilities		160,148		127,397
Long-term portion of lease liabilities		400,239		332,761
		560,387		460,158

│16

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

The table below summarizes changes to the lease liabilities:

			Six months ended			Six months ended
	Note		June 30, 2024			June 30, 2023
Balance at beginning of period				460,158			413,039
Business combinations		5		122,546			5,524
Additions				70,448			48,294
Derecognition*				(2,456	)		(10,594	)
Repayment				(79,306	)		(62,564	)
Effect of movements in exchange rates				(11,003	)		6,581
Balance at end of period				560,387			400,280

* Derecognized lease liabilities include negotiated asset purchases and extinguishments resulting from accidents.

Extension options

Some real estate leases contain extension options exercisable by the Group. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The Group assesses at the lease commencement date whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain to exercise the options if there are significant events or significant changes in circumstances within its control.

The lease liabilities include future lease payments of $23.8 million (December 31, 2023 – $7.9 million) related to extension options that the Group is reasonably certain to exercise.

The Group has estimated that the potential future lease payments, should it exercise the remaining extension options, would result in an increase in lease liabilities of $434.9 million (December 31, 2023 - $375.0 million).

The Group does not have a significant exposure to termination options and penalties.

Contractual cash flows

The total contractual cash flow maturities of the Group’s lease liabilities are as follows:

	As at
	June 30, 2024
Less than 1 year		182,880
Between 1 and 5 years		356,463
More than 5 years		93,972
		633,315

│17

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

Employee benefits

The Group has various benefit plans, mainly TForce Freight pension plans and TFI International pension plans, under which participants are entitled to benefits once participation requirements are satisfied. Additional information relating to the retirement benefit plans is provided in Note 16 - Employee benefits of the Group’s 2023 annual audited consolidated financial statements.

Net periodic benefit cost and pension contributions are as follows for the TForce Freight pension plans:

	Three months		Three months			Six months		Six months
	ended		ended			ended		ended
	June 30, 2024		June 30, 2023			June 30, 2024		June 30, 2023
Current service cost		15,532		12,522			31,069		29,980
Net interest cost (income)		395		(260	)		789		(516	)
Net periodic benefit cost		15,927		12,262			31,858		29,464

Pension contributions		5,000		-			10,000		-

The pension plan is funded in line with the statutory funding requirements of the Employee Retirement Income Security Act.

Provisions


As at June 30, 2024
Current provisions	69,423	13,907	83,330
Non-current provisions	116,001	19,185	135,186
	185,424	33,092	218,516

As at December 31, 2023
Current provisions	46,940	19,625	66,565
Non-current provisions	76,705	16,630	93,335
	123,645	36,255	159,900

Self-insurance provisions represent the uninsured portion of outstanding claims at period-end. Other provisions include mainly litigation provisions of $19.2 million (December 31, 2023 - $16.6 million) and environmental remediation liabilities of $4.5 million (December 31, 2023 - $9.7 million). Litigation provisions contain various pending claims for which management uses judgment and assumptions about future events. The outcomes will depend on future claim developments.

Share capital and other components of equity

The following table summarizes the number of common shares issued:

(in number of shares)			Six months			Six months
			ended			ended
	Note		June 30, 2024			June 30, 2023
Balance, beginning of period				84,441,733			86,539,559
Repurchase and cancellation of own shares				(250,000	)		(1,109,900	)
Stock options exercised		17		412,750			371,820
Balance, end of period				84,604,483			85,801,479

The following table summarizes the share capital issued and fully paid:

	Six months			Six months
	ended			ended
	June 30, 2024			June 30, 2023
Balance, beginning of period		1,107,290			1,089,229
Repurchase and cancellation of own shares		(2,761	)		(12,065	)
Cash consideration of stock options exercised		10,729			8,847
Ascribed value credited to share capital on stock options exercised, net of tax		2,269			3,231
Issuance of shares on settlement of RSUs and PSUs, net of tax		17,630			29,185
Balance, end of period		1,135,157			1,118,427

│18

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

Pursuant to the normal course issuer bid (“NCIB”) which began on November 2, 2023 and ending on November 1, 2024, the Company is authorized to repurchase for cancellation up to a maximum of 7,161,046 of its common shares under certain conditions. As at June 30, 2024, and since the inception of this NCIB, the Company has repurchased and cancelled 1,035,140 shares.

During the six months ended June 30, 2024, the Company repurchased 250,000 common shares at a weighted average price of $136.72 per share for a total purchase price of $34.2 million relating to the NCIB. During the six months ended June 30, 2023, the Company repurchased 1,109,900 common shares at a weighted average price of $107.07 per share for a total purchase price of $118.8 million relating to a previous NCIB. The excess of the purchase price paid over the carrying value of the shares repurchased, net of tax, in the amount of $31.4 million (2023 – $106.8 million) was charged to retained earnings as share repurchase premium.

Earnings per share

Basic earnings per share

The basic earnings per share and the weighted average number of common shares outstanding have been calculated as follows:

(in thousands of dollars and number of shares)	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
Net income		117,769			128,234			210,616			240,152
Issued common shares, beginning of period		84,555,210			86,771,197			84,441,733			86,539,559
Effect of stock options exercised		105,408			43,080			126,164			217,693
Effect of repurchase of own shares		(161,099	)		(679,238	)		(80,549	)		(400,102	)
Weighted average number of common shares		84,499,519			86,135,039			84,487,348			86,357,150

Earnings per share – basic (in dollars)		1.39			1.49			2.49			2.78

Diluted earnings per share

The diluted earnings per share and the weighted average number of common shares outstanding after adjustment for the effects of all dilutive common shares have been calculated as follows:

(in thousands of dollars and number of shares)	Three months		Three months		Six months		Six months
	ended		ended		ended		ended
	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Net income		117,769		128,234		210,616		240,152
Weighted average number of common shares		84,499,519		86,135,039		84,487,348		86,357,150
Dilutive effect:
Stock options, restricted share units
and performance share units		624,922		989,778		760,045		1,179,973
Weighted average number of diluted common shares		85,124,441		87,124,817		85,247,393		87,537,123

Earnings per share - diluted (in dollars)		1.38		1.47		2.47		2.74

As at June 30, 2024, 768 stock options were excluded from the calculation of diluted earnings per share (June 30, 2023 – nil) as these were deemed to be anti-dilutive.

The average market value of the Company’s shares for purposes of calculating the dilutive effect of stock options was based on quoted market prices for the period during which the options were outstanding.

Share-based payment arrangements

Stock option plan (equity-settled)

The Company offers a stock option plan for the benefit of certain of its employees. The maximum number of shares that can be issued upon the exercise of options granted under the current 2012 stock option plan is 5,979,201. Each stock option entitles its holder to receive one common share upon exercise. The exercise price payable for each option is determined by the Board of Directors at the date of grant, and may not be less than the volume weighted average trading price of the Company’s shares for the last five trading days immediately preceding the grant date. The options vest in equal installments over three years and the expense is recognized following the accelerated method as each installment is fair valued separately and recorded over the respective vesting periods.

│19

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

The table below summarizes the changes in the outstanding stock options:

(in thousands of options	Three months					Three months					Six months					Six months
and in dollars)				ended					ended					ended					ended
	June 30, 2024					June 30, 2023					June 30, 2024					June 30, 2023
				Weighted					Weighted					Weighted					Weighted
	Number			average		Number			average		Number			average		Number			average
	of			exercise		of			exercise		of			exercise		of			exercise
	options			price		options			price		options			price		options			price
Balance, beginning of
period		676			29.83		1,011			29.02		790			29.17		1,302			27.89
Exercised		(299	)		28.30		(81	)		27.57		(413	)		27.44		(372	)		24.75
Balance, end of period		377			31.05		930			29.14		377			31.05		930			29.14
Options exercisable, end of period												377			31.05		901			28.78

The following table summarizes information about stock options outstanding and exercisable at June 30, 2024:

(in thousands of options and in dollars)		Options outstanding and exercisable
				Weighted
				average
		Number		remaining
		of		contractual life
Exercise prices		options		(in years)
	23.70		17		0.6
	30.71		334		1.7
	40.41		26		3.1
			377		1.7

Of the options outstanding at June 30, 2024, a total of 355,527 (December 31, 2023 - 726,572) are held by key management personnel.

The weighted average share price at the date of exercise for stock options exercised in the six months ended June 30, 2024 was $140.70 (June 30, 2023 – $118.63).

For the three and six months ended June 30, 2024, the Group recognized no compensation expense (June 30, 2023 - $0.1 and $0.2 million).

No stock options were granted during the three and six months ended June 30, 2024 or June 30, 2023 under the Company’s stock option plan.

Deferred share unit plan for board members (cash-settled)

In 2024, quarterly amounts are paid fully in cash to the board members on the 2nd Thursday following each quarter. Until December 31, 2023, in addition, an equity portion of compensation was awarded, comprised of restricted share units granted annually effective on the date of each Annual Meeting, with a vesting period of one year.

Until December 31, 2020, the Company offered a deferred share unit (“DSU”) plan for its board members. Under this plan, board members could elect to receive cash, DSUs or a combination of both for their compensation. The following table provides the number of DSUs related to this plan:

(in units)	Three months		Three months		Six months		Six months
	ended		ended		ended		ended
	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Balance, beginning of period		-		259,050		-		310,128
Paid		-		-		-		(51,925	)
Forfeited		-		-		-		(170	)
Dividends paid in units		-		785		-		1,802
Balance, end of period		-		259,835		-		259,835

│20

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

For the three and six months ended June 30, 2024, the Group recognized, as a result of the cash-settled director compensation plan, a compensation expense of $0.8 million and $1.1 million respectively (June 30, 2023 – $0.3 million and $0.6 million). In personnel expenses, the Group recognized no mark-to-market gain or loss on DSUs for the three and six months ended June 30, 2024 (June 30, 2023 – gain of $1.9 million and loss of $3.2 million). As at June 30, 2024, the total carrying amount of liabilities for cash-settled arrangements recorded in trade and other payables amounted to $2.9 million following the settlement of all outstanding DSUs in 2023 of which $2.9 million remains payable (December 31, 2023 - $2.9 million).

Performance contingent restricted share unit and performance share unit plans (equity-settled)

The Company offers an equity incentive plan for the benefit of senior employees of the Group. Each participant’s annual LTIP allocation is split in two equally weighted awards of restricted share units (‘’RSUs’’) and of performance share units (“PSUs”). The RSUs are only subject to a time cliff vesting condition on the third anniversary of the award whereas the PSUs are subject to both performance and time cliff vesting conditions on the third anniversary of the award. The performance conditions attached to the PSUs are equally weighted between absolute earnings before interest and income tax and relative total shareholder return (“TSR”). For purposes of the relative TSR portion, there are two equally weighted comparisons: the first portion is compared against the TSR of a group of transportation industry peers and the second portion is compared against the S&P/TSX60 index.

Restricted share units

On February 8, 2024, the Company granted a total of 45,850 RSUs under the Company’s equity incentive plan of which 30,842 were granted to key management personnel. The fair value of the RSUs is determined to be the share price fair value at the date of the grant and is recognized as a share-based compensation expense, through contributed surplus, over the vesting period. The fair value of the RSUs granted was $135.00 per unit.

On February 6, 2023, the Company granted a total of 55,400 RSUs under the Company’s equity incentive plan of which 38,275 were granted to key management personnel. The fair value of the RSUs is determined to be the share price fair value at the date of the grant and is recognized as a share-based compensation expense, through contributed surplus, over the vesting period. The fair value of the RSUs granted was $115.51 per unit.

On April 26, 2023, the Company granted a total of 7,632 RSUs under the Company’s equity incentive plan of which 7,632 were granted to the directors under the director compensation plan. The fair value of the RSUs is determined to be the share price fair value at the date of the grant and is recognized as a share-based compensation expense, through contributed surplus, over the vesting period. The fair value of the RSUs granted was $117.85 per unit.

The table below summarizes changes to the outstanding RSUs:

(in thousands of RSUs	Three months					Three months					Six months					Six months
and in dollars)				ended					ended					ended					ended
	June 30, 2024					June 30, 2023					June 30, 2024					June 30, 2023
				Weighted					Weighted					Weighted					Weighted
	Number			average		Number			average		Number			average		Number			average
	of			grant date		of			grant date		of			grant date		of			grant date
	RSUs			fair value		RSUs			fair value		RSUs			fair value		RSUs			fair value
Balance, beginning of
period		165			114.67		193			92.11		192			93.62		272			58.33
Granted*		5			157.51		8			117.85		51			137.21		63			115.81
Reinvested		-			-		1			92.43		1			93.54		2			74.53
Settled		(8	)		117.85		(11	)		84.69		(79	)		75.48		(145	)		36.87
Forfeited		-			-		-			-		(3	)		112.69		(1	)		85.37
Balance, end of period		162			115.84		191			93.62		162			115.84		191			93.62

* Granted RSUs for the three months ended June 30, 2024 relate to the conversion of units of Daseke employees.

│21

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

The following table summarizes information about RSUs outstanding as at June 30, 2024:

(in thousands of RSUs and in dollars)		RSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		RSUs		(in years)
	98.27		57		0.6
	157.51		3		0.7
	157.51		1		1.5
	115.51		54		1.6
	157.51		1		1.7
	135.00		46		2.6
			162		1.5

The weighted average share price at the date of settlement of the RSUs vested in the six months ended June 30, 2024 was $134.64 (June 30, 2023 – $115.13). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded RSUs, in the amount of $10.3 million (June 30, 2023 – $18.1 million), was charged to retained earnings as share repurchase premium.

For the three and six months ended June 30, 2024, the Group recognized, as a result of RSUs, a compensation expense of $1.6 million and $3.2 million respectively (June 30, 2023 - $1.6 million and $3.2 million) with a corresponding increase to contributed surplus.

Of the RSUs outstanding at June 30, 2024, a total of 102,769 (December 31, 2023 – 116,368) are held by key management personnel.

Performance share units

On February 8, 2024, the Company granted a total of 45,850 PSUs under the Company’s equity incentive plan of which 30,842 were granted to key management personnel. The fair value of the PSUs is determined using a Monte Carlo simulation model for the TSR portion and using management’s estimates for the absolute earnings before interest and income tax portion. The estimates related to the absolute earnings before interest and income tax portion are revised during the vesting period and the cumulative amount recognized at each reporting date is based on the number of equity instruments for which service and non-market performance conditions are expected to be satisfied. The share-based compensation expense is recognized, through contributed surplus, over the vesting period. The fair value of the PSUs granted was $156.17 per unit as at grant date as at June 30, 2024.

On February 6, 2023, the Company granted a total of 55,400 PSUs under the Company’s equity incentive plan of which 38,275 were granted to key management personnel. The fair value of the PSUs is determined using a Monte Carlo simulation model for the TSR portion and using management’s estimates for the absolute earnings before interest and income tax portion. The estimates related to the absolute earnings before interest and income tax portion are revised during the vesting period and the cumulative amount recognized at each reporting date is based on the number of equity instruments for which service and non-market performance conditions are expected to be satisfied. The share-based compensation expense is recognized, through contributed surplus, over the vesting period. The fair value of the PSUs granted was $135.15 per unit as at grant date and $131.68 per unit as at June 30, 2024.

The table below summarizes changes to the outstanding PSUs:

(in thousands of PSUs	Three months				Three months					Six months					Six months
and in dollars)			ended					ended					ended					ended
	June 30, 2024				June 30, 2023					June 30, 2024					June 30, 2023
			Weighted					Weighted					Weighted					Weighted
	Number		average		Number			average		Number			average		Number			average
	of		grant date		of			grant date		of			grant date		of			grant date
	PSUs		fair value		PSUs			fair value		PSUs			fair value		PSUs			fair value
Balance, beginning of
period		157		127.88		184			106.27		184			106.17		261			62.87
Granted		-		-		-			-		46			156.17		55			135.15
Reinvested		-		-		1			106.78		1			106.72		3			77.65
Settled		-		-		-			-		(134	)		89.69		(267	)		32.70
Added due to performance conditions		-		-		-			-		63			89.67		134			32.93
Forfeited		-		-		(1	)		116.95		(3	)		126.44		(2	)		106.46
Balance, end of period		157		127.88		184			106.22		157			127.88		184			106.22

│22

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

The following table summarizes information about PSUs outstanding as at June 30, 2024:

(in thousands of PSUs and in dollars)		PSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		PSUs		(in years)
	100.43		57		0.6
	135.15		54		1.6
	156.17		46		2.6
			157		1.5

The weighted average share price at the date of settlement of the PSUs vested in the six months ended June 30, 2024 was $133.74. The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded PSUs, in the amount of $19.8 million, was charged to retained earnings as share repurchase premium (June 30, 2023 – $36.8 million).

For the three and six months ended June 30, 2024, the Group recognized, as a result of PSUs, a compensation expense of $1.6 million and $2.8 million respectively (June 30, 2023 – $1.6 million and $3.2 million) with a corresponding increase to contributed surplus.

Of the PSUs outstanding at June 30, 2024, a total of 102,769 (December 31, 2023 - 116,368) are held by key management personnel.

Materials and services expenses

The Group’s materials and services expenses are primarily costs related to independent contractors and vehicle operation expenses. Vehicle operation expenses consist primarily of fuel costs, repairs and maintenance, insurance, permits and operating supplies.

	Three months		Three months		Six months		Six months
	ended		ended		ended		ended
	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Independent contractors		772,946		673,911		1,433,209		1,381,781
Vehicle operation expenses		336,207		223,794		614,752		456,204
		1,109,153		897,705		2,047,961		1,837,985

Finance income and finance costs

Recognized in income or loss:

Costs (income)	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
Interest expense on long-term debt and amortization
of deferred financing fees		36,508			12,511			58,959			24,415
Interest expense on lease liabilities		6,485			3,796			11,540			7,584
Interest income		(1,072	)		(1,219	)		(6,224	)		(2,581	)
Net change in fair value and accretion expense
of contingent considerations		21			384			52			434
Net foreign exchange loss (gain)		1,506			(429	)		2,774			(777	)
Other financial expenses		3,965			3,687			7,641			6,784
Net finance costs		47,413			18,730			74,742			35,859
Presented as:
Finance income		(1,072	)		(1,648	)		(6,224	)		(3,358	)
Finance costs		48,485			20,378			80,966			39,217

│23

TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED JUNE 30, 2024 AND 2023 – (UNAUDITED)

Income tax expense

Income tax recognized in income or loss:

	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
Current tax expense
Current period		55,199			57,844			89,958			98,834
Adjustment for prior periods		(1,069	)		(2	)		(1,069	)		(393	)
		54,130			57,842			88,889			98,441
Deferred tax expense (recovery)
Origination and reversal of temporary differences		(13,301	)		(12,167	)		(17,392	)		(16,297	)
Variation in tax rate		1,917			(139	)		1,913			584
Adjustment for prior periods		187			(83	)		903			80
		(11,197	)		(12,389	)		(14,576	)		(15,633	)
Income tax expense		42,933			45,453			74,313			82,808

Reconciliation of effective tax rate:

	Three months					Three months					Six months					Six months
	ended					ended					ended					ended
	June 30, 2024					June 30, 2023					June 30, 2024					June 30, 2023
Income before income tax				160,702					173,687					284,929					322,960
Income tax using the Company’s
statutory tax rate		26.5	%	42,586			26.5	%	46,027			26.5	%	75,506			26.5	%	85,584

Increase (decrease) resulting from:
Rate differential between
jurisdictions		-0.2	%	(336	)		0.0	%	(54	)		0.0	%	(129	)		0.2	%	535
Variation in tax rate		1.2	%	1,917			-0.1	%	(139	)		0.7	%	1,913			0.2	%	584
Non deductible expenses		1.7	%	2,689			0.3	%	522			1.3	%	3,622			0.2	%	737
Tax deductions and tax
exempt income		-2.2	%	(3,522	)		-2.1	%	(3,568	)		-2.5	%	(7,139	)		-2.3	%	(7,314	)
Adjustment for prior periods		-0.5	%	(882	)		0.0	%	(85	)		-0.1	%	(166	)		-0.1	%	(313	)
Multi-jurisdiction tax		0.3	%	481			1.6	%	2,750			0.2	%	706			0.9	%	2,995
		26.7	%	42,933			26.2	%	45,453			26.1	%	74,313			25.6	%	82,808

Contingencies, letters of credit and other commitments
Contingencies

There are pending operational and personnel related claims against the Group. In the opinion of management, these claims are adequately provided for in long-term provisions on the consolidated statements of financial position and settlement should not have a significant impact on the Group’s financial position or results of operations.

Letters of credit

As at June 30, 2024, the Group had $121.5 million of outstanding letters of credit (December 31, 2023 - $106.2 million).

Other commitments

As at June 30, 2024, the Group had $126.2 million of purchase commitments (December 31, 2023 – $62.3 million) and $55.0 million of purchase orders for leases that the Group intends to enter into (December 31, 2023 – $44.4 million).

│24

EX-99.4

EXHIBIT 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

This certification is being furnished on the same date that TFI International Inc. resubmitted the interim financial statements for the period ended June 30, 2024.

I, Alain Bédard, Chairman of the Board, President and Chief Executive Officer of TFI International Inc., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of TFI International Inc. (the “issuer”) for the interim period ended June 30th, 2024.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the 2013 Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: The issuer has disclosed in its interim MD&A

the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:
N/A;
N/A; or
businesses that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and
summary financial information about business that the issuer acquired that has been consolidated in the issuer’s financial statements.
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1st, 2024 and ended on June 30th, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

July 26th, 2024

(signed) Alain Bédard

Alain Bédard, FCA, CMA

Chairman of the Board

President and Chief Executive Officer

EX-99.5

EXHIBIT 99.5

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

This certification is being furnished on the same date that TFI International Inc. resubmitted the interim financial statements for the period ended June 30, 2024.

I, David Saperstein, Chief Financial Officer of TFI International Inc., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of TFI International Inc. (the “issuer”) for the interim period ended June 30th, 2024.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the 2013 Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
ICFR – material weakness relating to design: N/A.
Limitation on scope of design: The issuer has disclosed in its interim MD&A
the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:
N/A;
N/A; or
businesses that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and
summary financial information about business that the issuer acquired that has been consolidated in the issuer’s financial statements.
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1st, 2024 and ended on June 30th, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

July 26th, 2024

(signed) David Saperstein

David Saperstein

Chief Financial Officer

TFI International Inc.

Date: July 26, 2024

/s/ Josiane M. Langlois

Name: Josiane M. Langlois

Title: Vice-President, Legal Affairs & Corporate Secretary