6-K - TFII - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2023

Commission File No. 001-39224

TFI INTERNATIONAL INC.

(Translation of registrant’s name into English)

8801 Trans-Canada Highway, Suite 500

Saint-Laurent, Québec

H4S 1Z6 Canada

(Address of principal executive office)

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

Form 20-F ☐ Form 40-F ☒

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

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

EXHIBIT INDEX

EXHIBIT<br><br>NUMBER	EXHIBIT DESCRIPTION
99.1	News Release
99.2	Management Discussion & Analysis for period ended March 31, 2023
99.3	Interim Financial Statements for period ended March 31, 2023
99.4	CEO Certification
99.5	CFO Certification

SIGNATURES

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

		TFI International Inc.
Date: April 25, 2023	By:	/s/ Josiane M. Langlois
		Name: Josiane M. Langlois
		Title: Vice-President, Legal Affairs & Corporate Secretary

EX-99

Earnings Press Release

Exhibit 99.1

For Immediate Release

TFI International Announces 2023 First Quarter Results

• First quarter operating income of $166.4 million compares to $219.8 million the same quarter last year, reflecting reduced freight volumes and non-recurring costs, including $9.5 million in severance and early retirement buyouts in US LTL, $7.9 million of IT and related transition expenses in US LTL and $3.7 million of mark-to-market expense related to deferred share units. The results were also impacted by $6.2 million unfavorable currency translation impact1 relative to the same period last year and the divestiture of CFI which in the same period last year contributed $17.4 million in operating income, the proceeds from which remain largely still to be invested.

• First quarter net income of $111.9 million compared to $147.7 million in Q1 2022, while adjusted net income1 of $116.5 million compared to $157.6 million as a result of the items described above.

• First quarter diluted earnings per share (diluted “EPS”) of $1.27 compared to $1.57 in Q1 2022, while adjusted diluted EPS1 of $1.33 compared to $1.68.

• First quarter net cash from operating activities grew to $232.1 million, up 69% over the prior year period and free cash flow1 grew to $195.7 million, up 113% over the prior year period

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

Montreal, Quebec, April 25, 2023 – TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced its results for the first quarter ended March 31, 2023. All amounts are shown in U.S. dollars.

“We generated 69% growth in net cash from operating activities and our free cash flow more than doubled over the past year even as intensifying macro headwinds drove reduced volumes, and despite unfavorable FX fluctuations and the sale of CFI assets last summer,” said Alain Bédard, Chairman, President and Chief Executive Officer. “During the quarter we remained active with our many self-help initiatives, including cost reductions through a streamlining of our workforce and the conversion of accounting and finance systems at TForce Freight. At the same time, the many talented individuals of TFI continue to push ahead every day and deliver results through adherence to our operating principles that capitalize on our business line diversity and favorable niche market positioning. We also continue to allocate capital in the interest of enhancing long-term shareholder value. TFI has remained active with opportunistic M&A, completing five acquisitions year to date, each strategically expanding our geographic reach and capabilities. Also during the quarter, our Board of Directors approved our dividend, 30% higher than a year earlier, reflecting our confidence in the long-term outlook for TFI International even as economic uncertainty persists.”

Financial highlights
(in millions of U.S. dollars, except per share data)		2022
Total revenue	1,850.2		2,191.5
Revenue before fuel surcharge	1,560.4		1,893.8
Adjusted EBITDA1	264.2		330.0
Operating income	166.4		219.8
Net cash from operating activities	232.1		137.7
Net income	111.9		147.7
EPS-diluted()	1.27		1.57
Adjusted net income1	116.5		157.6
AdjustedEPS-diluted1()	1.33		1.68
Weighted average number of shares ('000s)	86,582		91,970
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS Financial Measures” section below.

All values are in US Dollars.

│	1

Earnings Press Release

FIRST QUARTER RESULTS

Total revenue of $1.85 billion compared to $2.19 billion in the prior year period and revenue before fuel surcharge of $1.56 billion compared to $1.89 billion in the prior year period. The decline is primarily due to the sale of CFI’s Truckload, Temp Control and Mexican non-asset logistics business ("CFI") in August 2022, which had sales of $145.5 million in Q1 2022, as well as to reduced volumes driven by weaker end market demand.

Operating income of $166.4 million compares to $219.8 from the prior year period. The decrease in the operating income can be attributed to overall lower revenues and volumes associated with freight as well as the divestiture of CFI of $17.4 million and to other non-recurring costs including $9.5 million in severance and early retirement buyouts in US LTL, $7.9 million of IT and related transition expenses in US LTL and $3.7 million of mark-to-market expense related to deferred share units. The year over year operating income was also impacted by a $6.2 million unfavorable currency translation impact1 relative to the same prior year period.

Net income of $111.9 million compared to $147.7 million in the prior year period, and net income of $1.27 per diluted share was compared to $1.57 in the prior year period. Adjusted net income, a non-IFRS measure, was $116.5 million, or $1.33 per diluted share, compared to $157.6 million, or $1.68 per diluted share, the prior year period. The net income was burdened by the items described in the operating income.

Total revenue declined for all segments relative to the prior year period with decreases of 10% for Package and Courier, 17% for Less-Than-Truckload, 20% for Truckload, which is due to a $137.7 million decrease from the divestiture of CFI, and 18% for Logistics. Operating income increased in Package and Courier by 5%, and decreased by Less-Than-Truckload by 39%, for Truckload by 1% and for Logistics by 9% in the first quarter in comparison to the prior-year. Truckload operating income in the prior year period included a $17.4 million contribution from CFI in the quarter. Operating income in the Less-Than-Truckload segment, more specifically U.S. LTL, decreased due to the lower freight volumes as well as to non-recurring costs related to exiting the transition service agreement with UPS and to severance and early retirement payouts.

SEGMENTED RESULTS
(in million of U.S. dollars)	Three months ended March 31
	2023					2022

Revenue1
Package and Courier
Less-Than-Truckload
Truckload
Logistics
Eliminations		)					)

			% of Rev.1					% of Rev.1
Operating income (loss)
Package and Courier				24.3	%				20.9	%
Less-Than-Truckload				8.4	%				11.3	%
Truckload				17.0	%				13.8	%
Logistics				8.9	%				8.0	%
Corporate		)					)
				10.7	%				11.6	%
Note: due to rounding, totals may differ slightly from the sum.
1 Revenue before fuel surcharge.

All values are in US Dollars.

│	2

Earnings Press Release

CASH FLOW

Net cash flow from operating activities was $232.1 million during Q1 compared to $137.7 million the prior year. The 69% increase was due to an increase in non-cash working capital of $187.1 million resulting from a decrease in sales, offset by an increase in income tax net payments of $50.1 million related to prior year profits. The Company returned $36.3 million to shareholders during the quarter, of which $30.3 million was through dividends and $6.0 million was through share repurchases.

On March 15, 2023, the Board of Directors of TFI International declared a quarterly dividend of $0.35 per outstanding common share paid on April 17, 2023, representing a 30% increase over the $0.27 quarterly dividend declared in Q1 2022. The annualized dividend represents 12.3% of the trailing twelve month free cash flow1.

CONFERENCE CALL

TFI International will host a conference call on Wednesday, April 26, 2023 at 8:30 a.m. Eastern Time to discuss these results.

Interested parties can join the call by dialing 1-877-704-4453 or 1-201-389-0920. A recording of the call will be available until 11:59 p.m Eastern, Wednesday, April 26, 2023 by dialing 1-844-512-2921 or 1-412-317-6671 and entering passcode 13737329.

ABOUT TFI INTERNATIONAL

TFI International Inc. is a North American leader in the transportation and logistics industry, operating across the United States and Canada through its subsidiaries. TFI International creates value for shareholders by identifying strategic acquisitions and managing a growing network of wholly-owned operating subsidiaries. Under the TFI International umbrella, companies benefit from financial and operational resources to build their businesses and increase their efficiency. TFI International companies service the following segments:

• Package and Courier;

• Less-Than-Truckload;

• Truckload;

• Logistics.

TFI International Inc. is publicly traded on the New York Stock Exchange and the Toronto Stock Exchange under symbol TFII. For more information, visit www.tfiintl.com.

FORWARD-LOOKING STATEMENTS

The Company may make statements in this report that reflect its current expectations regarding future results of operations, performance and achievements. These are “forward-looking” statements and reflect management’s current beliefs. They are based on information currently available to management. Words such as “may”, “might”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, “to its knowledge”, “could”, “design”, “forecast”, “goal”, “hope”, “intend”, “likely”, “predict”, “project”, “seek”, “should”, “target”, “will”, “would” or “continue” and words and expressions of similar import are intended to identify these forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected.

The Company wishes to caution readers not to place undue reliance on any forward-looking statements which reference issues only as of the date made. The following important factors could cause the Company’s actual financial performance to differ materially from that expressed in any forward-looking statement: the highly competitive market conditions, the Company’s ability to recruit, train and retain qualified drivers, fuel price variations and the Company’s ability to recover these costs from its customers, foreign currency fluctuations, the impact of environmental standards and regulations, changes in governmental regulations applicable to the Company’s operations, adverse weather conditions, accidents, the market for used equipment, changes in interest rates, cost of liability insurance coverage, downturns in general economic conditions affecting the Company and its customers, credit market liquidity, and the Company’s ability to identify, negotiate, consummate, and successfully integrate acquisitions. In addition, any material weaknesses in internal control over financial reporting that are identified, and the cost of remediation of any such material weakness and any other control deficiencies, may have adverse effects on the Company and impact future results.

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

│	3

Earnings Press Release

The foregoing list should not be construed as exhaustive, and the Company disclaims any subsequent obligation to revise or update any previously made forward-looking statements unless required to do so by applicable securities laws. Unanticipated events are likely to occur. Readers should also refer to the section “Risks and Uncertainties” at the end of the 2023 Q1 MD&A for additional information on risk factors and other events that are not within the Company’s control. The Company’s future financial and operating results may fluctuate as a result of these and other risk factors.

NON-IFRS FINANCIAL MEASURES

This press release includes references to certain non-IFRS financial measures as described below. These non-IFRS measures do not have any standardized meanings prescribed by International Financial Reporting Standards as issued by the international Accounting Standards Board (IASB) and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, they should not be considered in isolation, in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. The terms and definitions of the non-IFRS measures used in this press release and a reconciliation of each non-IFRS measure to the most directly comparable IFRS measure are provided in the exhibits.

Adjusted EBITDA:

Adjusted EBITDA is calculated as net income before finance income and costs, income tax expense, depreciation, amortization, impairment of intangible assets, bargain purchase gain, and gain or loss on sale of land and buildings, assets held for sale, sale of business, and gain or loss on disposal of intangible assets. Management believes adjusted EBITDA to be a useful supplemental measure. Adjusted EBITDA is provided to assist in determining the ability of the Company to assess its performance.

Adjusted EBITDA	Three months ended March 31
(unaudited, in millions of U.S. dollars)	2023			2022
Net income		111.9			147.7
Net finance costs		17.1			20.2
Income tax expense		37.4			51.9
Depreciation of property and equipment		59.0			64.4
Depreciation of right-of-use assets		31.4			31.5
Amortization of intangible assets		13.6			14.3
Gain on sale of assets held for sale		(6.3	)		-
Adjusted EBITDA		264.2			330.0
Note: due to rounding, totals may differ slightly from the sum.

Adjusted net income and adjusted earnings per share (adjusted “EPS”), basic or diluted

Adjusted net income is calculated as net income excluding amortization of intangible assets related to business acquisitions, net change in the fair value and accretion expense of contingent considerations, net change in the fair value of derivatives, net foreign exchange gain or loss, bargain purchase gain, gain or loss on sale of land and buildings and assets held for sale, gain on sale of business and directly attributable expenses due to the disposal of the business. Adjusted earnings per share, basic or diluted, is calculated as adjusted net income divided by the weighted average number of common shares, basic or diluted. The Company uses adjusted net income and adjusted earnings per share to measure its performance from one period to the next, without the variation caused by the impact of the items described above. The Company excludes these items because they affect the comparability of its financial results and could potentially distort the analysis of trends in its business performance. Excluding these items does not imply they are necessarily non-recurring.

│	4

Earnings Press Release

Adjusted net income	Three months ended March 31
(unaudited, in millions of U.S. dollars, except per share data)	2023			2022
Net income		111.9			147.7
Amortization of intangible assets related to business acquisitions		12.7			13.1
Net change in fair value and accretion expense of contingent considerations		0.1			(0.0	)
Net foreign exchange loss (gain)		(0.3	)		0.3
Gain on sale of land and buildings and assets held for sale		(6.2	)		(0.0	)
Tax impact of adjustments		(1.6	)		(3.5	)
Adjusted net income		116.5			157.6
Adjusted earnings per share - basic		1.35			1.71
Adjusted earnings per share - diluted		1.33			1.68
Note: due to rounding, totals may differ slightly from the sum.

Free cash flow:

Net cash from operating activities less additions to property and equipment plus proceeds from sale of property and equipment and assets held for sale. Management believes that this measure provides a benchmark to evaluate the performance of the Company in regard to its ability to meet capital requirements.

Free cash flow	Three months ended March 31
(unaudited, in millions of U.S. dollars)	2023			2022
Net cash from operating activities		232.1			137.7
Additions to property and equipment		(76.2	)		(89.8	)
Proceeds from sale of property and equipment		24.7			43.9
Proceeds from sale of assets held for sale		15.1			-
Free cash flow		195.7			91.8

Note to readers: Unaudited condensed consolidated interim financial statements and Management’s Discussion & Analysis are available on TFI International’s website at www.tfiintl.com.

For further information:

Alain Bédard

Chairman, President and CEO

TFI International Inc.

647-729-4079

abedard@tfiintl.com

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EX-99

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the first quarter ended

March 31, 2023

CONTENTS

GENERAL INFORMATION	2
FORWARD-LOOKING STATEMENTS	2
SELECTED FINANCIAL DATA AND HIGHLIGHTS	3
ABOUT TFI INTERNATIONAL	4
CONSOLIDATED RESULTS	5
SEGMENTED RESULTS	7
LIQUIDITY AND CAPITAL RESOURCES	13
OUTLOOK	16
SUMMARY OF EIGHT MOST RECENT QUARTERLY RESULTS	17
NON-IFRS FINANCIAL MEASURES	17
RISKS AND UNCERTAINTIES	26
CRITICAL ACCOUNTING POLICIES AND ESTIMATES	40
CHANGES IN ACCOUNTING POLICIES	41
CONTROLS AND PROCEDURES	41

Management’s Discussion and Analysis

GENERAL INFORMATION

The following is TFI International Inc.’s management discussion and analysis (“MD&A”). Throughout this MD&A, the terms “Company”, “TFI International” and “TFI” shall mean TFI International Inc., including its operating subsidiaries. This MD&A provides a comparison of the Company’s performance for its three-month period ended March 31, 2023 with the corresponding three-month period ended March 31, 2022 and it reviews the Company’s financial position as of March 31, 2023. It also includes a discussion of the Company’s affairs up to April 25, 2023, which is the date of this MD&A. The MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements as of March 31, 2023 and the audited consolidated financial statements and accompanying notes as at and for the year ended December 31, 2022.

In this document, all financial data are prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) unless otherwise noted. All amounts are in United States dollars (U.S. dollars), and the term “dollar”, as well as the symbol “$”, designate U.S. dollars unless otherwise indicated. Variances may exist as numbers have been rounded. This MD&A also uses non-IFRS financial measures. Refer to the section of this report entitled “Non-IFRS Financial Measures” for a complete description of these measures.

The Company’s unaudited consolidated condensed interim financial statements have been approved by its Board of Directors (“Board”) upon recommendation of its audit committee on April 25, 2023. Prospective data, comments and analysis are also provided wherever appropriate to assist existing and new investors to see the business from a corporate management point of view. Such disclosure is subject to reasonable constraints for maintaining the confidentiality of certain information that, if published, would probably have an adverse impact on the competitive position of the Company.

Additional information relating to the Company can be found on its website at www.tfiintl.com. The Company’s continuous disclosure materials, including its annual and quarterly MD&A, annual and quarterly consolidated financial statements, annual report, annual information form, management proxy circular and the various press releases issued by the Company are also available on its website, or directly through the SEDAR system at www.sedar.com, or through the EDGAR system at www.sec.gov/edgar.shtml.

FORWARD-LOOKING STATEMENTS

The foregoing list should not be construed as exhaustive, and the Company disclaims any subsequent obligation to revise or update any previously made forward-looking statements unless required to do so by applicable securities laws. Unanticipated events are likely to occur. Readers should also refer to the section “Risks and Uncertainties” at the end of this MD&A for additional information on risk factors and other events that are not within the Company’s control. The Company’s future financial and operating results may fluctuate as a result of these and other risk factors.

│2

Management’s Discussion and Analysis

SELECTED FINANCIAL DATA AND HIGHLIGHTS

(unaudited)<br>(in thousands of U.S. dollars, except per share data)	Three months ended<br>March 31
	2023			2022			2021
Revenue before fuel surcharge		1,560,427			1,893,848			1,059,134
Fuel surcharge		289,750			297,671			89,673
Total revenue		1,850,177			2,191,519			1,148,807
Adjusted EBITDA1		264,206			329,954			176,197
Operating income		166,402			219,766			101,745
Net income		111,918			147,723			66,887
Adjusted net income1		116,483			157,575			73,637
Net cash from operating activities		232,134			137,691			155,195
Free cash flow1		195,707			91,771			143,471
Per share data
EPS – diluted		1.27			1.57			0.70
Adjusted EPS – diluted1		1.33			1.68			0.77
Dividends		0.35			0.27			0.23
As a percentage of revenue before fuel surcharge
Adjusted EBITDA margin1		16.9	%		17.4	%		16.6	%
Depreciation of property and equipment		3.8	%		3.4	%		3.9	%
Depreciation of right-of-use assets		2.0	%		1.7	%		2.2	%
Amortization of intangible assets		0.9	%		0.8	%		1.4	%
Operating margin1		10.7	%		11.6	%		9.6	%
Adjusted operating ratio1		89.7	%		88.4	%		90.8	%

Q1 Highlights

• First quarter operating income of $166.4 million compares to $219.8 million the same quarter last year, primarily reflecting reduced freight volumes, non-recurring costs of $21.1 million, including $9.5 million in severance and early retirement buyouts in US LTL, $7.9 million of IT systems and related transition expenses in US LTL and $3.7 million of mark-to-market expense related to deferred share units ("DSUs"). In addition to these items, the results were also impacted by $6.2 million unfavorable currency translation impact1 relative to the same period last year and $17.4 million from the divestiture of CFI, from which the proceeds largely remain to be invested.

• Net income of $111.9 million compares to $147.7 million in Q1 2022. Diluted earnings per share (diluted “EPS”) of $1.27 compares to $1.57 in Q1 2022, due in part to the costs discussed above.

• Adjusted net income1, a non-IFRS measure, of $116.5 million compares to $157.6 million in Q1 2022, due in part to the costs discussed above.

• Adjusted diluted EPS1, a non-IFRS measure, of $1.33 compares to $1.68 in Q1 2022, due in part to the costs discussed above.

• Net cash from operating activities of $232.1 million increased 69% compared to $137.7 million in Q1 2022, the increase being driven primarily by favorable movements in working capital.

• Free cash flow1, a non-IFRS measure, of $195.7 million increased 113% compared to $91.8 million in Q1 2022, with the increase again primarily driven by favorable movements in working capital.

• The Company’s reportable segments performed as follows:

o Package and Courier operating income increased 5% to $27.3 million;

o Less-Than-Truckload operating income decreased 39% to $57.9 million, driven primarily by weaker volume and the non-recurring items listed above;

o Truckload operating income decreased 1% to $70.5 million, even though the comparative period includes $17.4 million contribution from the divested operations of CFI; and

o Logistics operating income decreased 9% to $31.7 million.

• On March 15, 2023, the Board of Directors of TFI declared a quarterly dividend of $0.35 per share paid on April 17, 2023, a 30% increase over the quarterly dividend of $0.27 per share declared in Q1 2022. The annualized dividend represents 12.3% of the trailing twelve month free cash flow1.

• During the quarter, TFI International acquired selected assets of Stallion Express, LLC, D.M. Breton Inc. which will operate in the TL segment, the Axsun Group which will operate in the logistics segment, and Hot-Line Freight Inc which will operate in the less-than-truckload segment. Subsequent to quarter end TFI International completed the acquisition of SM Freight which will operate in the TL segment.

1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS financial measures” section below.

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Management’s Discussion and Analysis

ABOUT TFI INTERNATIONAL

Services

TFI International is a North American leader in the transportation and logistics industry, operating across the United States, Canada and Mexico through its subsidiaries. TFI International creates value for shareholders by identifying strategic acquisitions and managing a growing network of wholly-owned operating subsidiaries. Under the TFI International umbrella, companies benefit from financial and operational resources to build their businesses and increase their efficiency. TFI International companies service the following reportable segments:

• Package and Courier;

• Less-Than-Truckload (“LTL”);

• Truckload (“TL”);

• Logistics.

Seasonality of operations

The activities conducted by the Company are subject to general demand for freight transportation. Historically, demand has been relatively stable with the weakest generally occurring during the first quarter. Furthermore, during the harsh winter months, fuel consumption and maintenance costs tend to rise.

Human resources

As at March 31, 2023, the Company had 24,956 employees throughout TFI International’s various business segments across North America. This compares to 29,051 employees as at March 31, 2022. The year-over-year decrease of 4,095 employees is attributable to business acquisitions that added 966 employees offset by the decrease of 2,865 employees due to the sale of CFI and by rationalizations affecting 2,196 employees mainly in the TL segment. The Company believes that it has a relatively low turnover rate among its employees in Canada, and a normal turnover rate in the U.S. comparable to other U.S. carriers, and that its employee relations are very good.

Equipment

The Company believes it has the largest trucking fleet in Canada and a significant presence in the U.S. market. As at March 31, 2023, the Company had 11,873 trucks, 34,961 trailers and 7,158 independent contractors. This compares to 12,953 trucks, 48,901 trailers and 6,922 independent contractors as at March 31, 2022.

Facilities

TFI International’s head office is in Montréal, Québec and its executive office is in Etobicoke, Ontario. As at March 31, 2023, the Company had 551 facilities, as compared to 569 facilities as at March 31, 2022. Of these 551 facilities, 248 are located in Canada, including 164 and 84 in Eastern and Western Canada, respectively. The Company also had 303 facilities in the United States. In the last twelve months, 26 facilities were added from business acquisitions, 23 were removed through the disposal of business and terminal consolidation decreased the total number of facilities by 21, mainly in the LTL segment.

Customers

The Company has a diverse customer base across a broad cross-section of industries with no single client accounting for more than 5% of consolidated revenue. Because of its customer diversity, as well as the wide geographic scope of the Company’s service offerings and the range of segments in which it operates, a downturn in the activities of an individual customer or customers in a particular industry would not be expected to have a material adverse impact on operations. The Company has forged strategic partnerships with other transport companies in order to extend its service offerings to customers across North America.

Revenue by Top Customers' Industry<br>(46% of total revenue)
Retail	28%
Manufactured Goods	18%
Automotive	12%
Building Materials	8%
Metals & Mining	7%
Food & Beverage	7%
Services	6%
Chemicals & Explosives	4%
Forest Products	3%
Energy	3%
Maritime Containers	1%
Others	3%
(For the year ended December 31, 2022)

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Management’s Discussion and Analysis

CONSOLIDATED RESULTS

This section provides general comments on the consolidated results of operations. A more detailed analysis is provided in the “Segmented Results” section.

2023 business acquisitions

In line with its growth strategy, the Company has acquired four businesses during 2023 up until the end of the first quarter.

On January 9, 2023, TFI International acquired the selected assets of Stallion Express, LLC (“Stallion”). Stallion services the long-term care pharmacy of the medical logistics market in the eastern United States and will be reported in the logistics segment.

On February 5, 2023, TFI International acquired D.M. Breton Inc. (“D.M. Breton”). Based out of Quebec, D.M. Breton transports freight, lumber and paper products between Canada and the United States and will be reported in the truckload segment.

On February 17, 2023, TFI International acquired Axsun Inc. and it subsidiaries ("Axsun"). Based out of Montreal, Quebec, but operated from multiple locations, Axsun is a provider of intermodal and freight brokerage services across Canada and the United States. Axsun will be reported in the Logistics Segments.

On March 20, 2023, TFI International acquired Hot-Line Freights Systems, Inc. and Hot-Line Logistics, LLC (collectively referred to as "Hot-Line"). Hot-Line is a Wisconsin-based LTL provider servicing the Midwestern USA and will be reported in the LTL segment.

Revenue

For the three months ended March 31, 2023, total revenue was $1,850.2 million, compared to $2,191.5 million in Q1 2022. The decrease was attributable to the sale of CFI's Truckload, Temp Control and Mexican non-asset logistics business (collectively referred to as "CFI") for $145.5 million, weaker volumes contributing a decrease in revenue of $215.7 million and unfavorable currency translation impact1 of Canadian revenues of $50.0 million as a result of the decline in the Canadian dollar compared to the U.S. dollar. This decrease was offset by contributions from business acquisitions of $70.1 million.

Operating expenses

For the three months ended March 31, 2023, the Company’s operating expenses decreased by $288.0 million, to $1,683.8 million, from $1,971.8 million in Q1 2022. The decrease in operating expenses from existing operations of $348.5 million, or 18%, was in line with the decrease in revenues. This decline was partially offset by an increase of $60.5 million from business acquisitions.

For the three months ended March 31, 2023, materials and services expenses, net of fuel surcharge, decreased by $192.2 million, to $650.5 million from $842.7 million in the same period last year due primarily to the decrease in revenues offset by an increase from business acquisitions of $23.0 million.

For the three months ended March 31, 2023, personnel expense decreased 13% to $542.3 million from $624.8 million in Q1 2022. The decrease is attributable primarily to the decline in revenues and the ability of the Company to quickly adjust to demand levels. This decrease is offset with an increase of $21.0 million from business acquisitions.

Other operating expenses, which are primarily comprised of costs related to office and terminal rent, taxes, heating, telecommunications, maintenance and security and other general administrative expenses, decreased by $3.8 million for the three months ended March 31, 2023, as compared to the same period last year.

The gains on the sale of rolling stock and equipment and assets held for sale decreased $5.4 million from $19.8 million in Q1 2022 to $14.5 million. The decrease is due to a lower volume of unit sales in the quarter offset by an increase of $6.3 million for the sale of four properties during the quarter.

Operating income

For the three months ended March 31, 2022, the Company’s operating income of $166.4 million compared to $219.8 million during the same quarter in 2022. The decrease is primarily attributable to the decline in revenues as a result of weaker market demand in the quarter and also includes the mark-to-market of DSUs of $3.7 million, non-recurring expenses of $9.5 million in severance and early retirement buyouts in US LTL and $7.9 million of IT and related transition expenses in US LTL. There is also an unfavorable impact from the currency translation1 of Canadian operations in the quarter of $7.6 million as compared to the same prior period quarter, and divested CFI business unit contributed $17.4 million of operating income in the same period last year. The operating margin as a percentage of revenue before fuel surcharge of 10.7% compared to 11.6% in Q1 2022.

1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS financial measures” section below.

Management’s Discussion and Analysis

Finance income and costs

(unaudited)<br>(in thousands of U.S. dollars)	Three months ended<br>March 31
Finance costs (income)	2023	2022
Interest expense on long-term debt	11,904	12,131
Interest expense on lease liabilities	3,788	3,361
Interest income and accretion on promissory note	(1,362)	(23)
Net change in fair value and accretion expense of contingent considerations	50	(43)
Net foreign exchange (gain) loss	(348)	307
Others	3,097	4,456
Net finance costs	17,129	20,189

Interest expense on long-term debt

Interest expense on long-term debt for the three-month period ended March 31, 2023 was comparable to the same quarter last year as the reduction of the average level of debt from $1.6 billion to $1.3 billion was offset by an increase in the interest rate.

Net foreign exchange gain or loss and net investment hedge

The Company designates as a hedge a portion of its U.S. dollar denominated debt held against its net investments in U.S. operations. This accounting treatment allows the Company to offset the designated portion of foreign exchange gain (or loss) of its debt against the foreign exchange loss (or gain) of its net investments in U.S. operations and present them in other comprehensive income. Net foreign exchange gains or losses recorded in income or loss are attributable to the translation of the U.S. dollar portion of the Company’s credit facilities not designated as a hedge and to the translation of other financial assets and liabilities denominated in currencies other than the functional currency. For the three-month period ended March 31, 2023, a gain of $3.1 million of foreign exchange variations (a gain of $3.0 million net of tax) was recorded to other comprehensive income as it relates to the translation of the debt in the net investment hedge. For the three-month period ended March 31, 2022, a gain of $8.8 million of foreign exchange variations (a gain of $7.6 million net of tax) was recorded to other comprehensive income as it relates to the translation of the debt in the net investment hedge.

Income tax expense

For the three months ended March 31, 2023, the Company’s effective tax rate was 25.0%. The income tax expense of $37.4 million reflects a $2.2 million favorable variance versus an anticipated income tax expense of $39.6 million based on the Company’s statutory tax rate of 26.5%. The favorable variance is due to a favorable variation from tax deductions and tax exempt income of $3.7 million.

Net income and adjusted net income

(unaudited) <br>(in thousands of U.S. dollars, except per share data)	Three months ended<br>March 31
	2023	2022	2021
Net income	111,918	147,723	66,887
Amortization of intangible assets related to business acquisitions	12,692	13,097	13,305
Net change in fair value and accretion expense of contingent<br> considerations	50	(43)	259
Net foreign exchange (gain) loss	(348)	307	(38)
Gain on sale of land and buildings and assets held for sale	(6,230)	(44)	(3,823)
Tax impact of adjustments	(1,599)	(3,465)	(2,953)
Adjusted net income1	116,483	157,575	73,637
Adjusted EPS – basic1	1.35	1.71	0.79
Adjusted EPS – diluted1	1.33	1.68	0.77

For the three months ended March 31, 2023, TFI International’s net income was $111.9 million as compared to $147.7 million in Q1 2022. The Company’s adjusted net income1, a non-IFRS measure, which excludes items listed in the above table, was $116.5 million as compared to $157.6 million in Q1 2022, a decrease of 26% or $41.1 million. Adjusted EPS, fully diluted, of $1.33 compared to $1.68 in Q1 2022.

1 This is a non-IFRS. For the reconciliation, refer to the “Non-IFRS financial measures” section below.

Management’s Discussion and Analysis

SEGMENTED RESULTS

To facilitate the comparison of business level activity and operating costs between periods, the Company compares the revenue before fuel surcharge (“revenue”) and reallocates the fuel surcharge revenue to materials and services expenses within operating expenses. Note that “Total revenue” is not affected by this reallocation.

Selected segmented financial information

(unaudited)<br>(in thousands of U.S. dollars)	Package<br> and<br> Courier	Less-<br>Than-Truckload	Truckload	Logistics	Corporate	Eliminations	Total
Three months ended March 31, 2023
Revenue before fuel surcharge1	112,560	690,862	414,125	355,251	—	(12,371)	1,560,427
% of total revenue2	8%	46%	27%	20%			100%
Adjusted EBITDA3	33,725	94,948	114,969	41,493	(20,929)	—	264,206
Adjusted EBITDA margin3,4	30.0%	13.7%	27.8%	11.7%			16.9%
Operating income (loss)	27,323	57,940	70,496	31,710	(21,067)	—	166,402
Operating margin3,4	24.3%	8.4%	17.0%	8.9%			10.7%
Total assets less intangible assets3	168,470	2,085,279	1,047,013	259,402	288,609	—	3,848,773
Net capital expenditures3	2,624	40,056	(6,210)	101	52	—	36,623
Three months ended March 31, 2022
Revenue before fuel surcharge1	124,580	835,399	515,925	435,378	—	(17,434)	1,893,848
% of total revenue2	7%	45%	28%	20%			100%
Adjusted EBITDA3	32,939	132,272	127,212	44,325	(6,794)	—	329,954
Adjusted EBITDA margin3,4	26.4%	15.8%	24.7%	10.2%			17.4%
Operating income (loss)	26,085	94,770	71,028	34,882	(6,999)	—	219,766
Operating margin3,4	20.9%	11.3%	13.8%	8.0%			11.6%
Total assets less intangible assets3,*	186,640	2,270,714	1,368,297	307,403	97,386		4,230,440
Net capital expenditures3	3,146	45,277	(5,906)	507	81	—	43,105

1 Includes intersegment revenue.

2 Segment revenue including fuel surcharge and intersegment revenue to consolidated revenue including fuel surcharge and intersegment revenue.

3 This is a non-IFRS measures. For a reconciliation, refer to the “Non-IFRS financial measures” section below.

4 As a percentage of revenue before fuel surcharge.

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

Management’s Discussion and Analysis

Package and Courier

(unaudited)	Three months ended March 31
(in thousands of U.S. dollars)	2023	%	2022	%
Total revenue	145,204		152,835
Fuel surcharge	(32,644)		(28,255)
Revenue	112,560	100.0%	124,580	100.0%
Materials and services expenses (net of fuel<br> surcharge)	38,648	34.3%	46,866	37.6%
Personnel expenses	34,058	30.3%	37,845	30.4%
Other operating expenses	6,921	6.1%	7,121	5.7%
Depreciation of property and equipment	3,045	2.7%	3,341	2.7%
Depreciation of right-of-use assets	3,199	2.8%	3,349	2.7%
Amortization of intangible assets	158	0.1%	164	0.1%
Gain on sale of rolling stock and equipment	(133)	-0.1%	(191)	-0.2%
Gain on derecognition of right-of-use assets	(659)	-0.6%	-	-
Operating income	27,323	24.3%	26,085	20.9%
Adjusted EBITDA1	33,725	30.0%	32,939	26.4%
Return on invested capital1		31.5%		26.4%

1 This is a non-IFRS measure. For a reconciliation, refer to the “Non-IFRS financial measures” section below.

Operational data
(unaudited)	Three months ended March 31
(Revenue in U.S. dollars)	2023	2022	Variance	%
Revenue per pound (including fuel)	$0.49	$0.47	$0.02	4.3%
Revenue per pound (excluding fuel)	$0.38	$0.39	$(0.01)	-2.6%
Revenue per package (excluding fuel)	$5.79	$6.07	$(0.28)	-4.6%
Tonnage (in thousands of metric tons)	136	146	(10)	-6.8%
Packages (in thousands)	19,434	20,508	(1,074)	-5.2%
Average weight per package (in lbs.)	15.42	15.69	(0.27)	-1.7%
Vehicle count, average	1,007	1,139	(132)	-11.6%
Weekly revenue per vehicle (incl. fuel, in thousands of U.S. dollars)	$11.09	$10.32	$0.77	7.5%

Revenue

For the three months ended March 31, 2023, revenue decreased by $12.0 million or 10%, from $124.6 million in 2022 to $112.6 million in 2023. This decrease is attributable to a 5.2% decrease in packages combined with a 4.6% decrease in revenue per package (excluding fuel surcharge). The decrease in revenue per package is attributable to a decrease of 2.6% in revenue per pound (excluding fuel surcharge) and a 1.7% decrease in the average weight per package. The decrease in packages is attributable to a decline in market demand, primarily in business-to-consumer deliveries.

Operating expenses

For the three months ended March 31, 2023, materials and services expenses, net of fuel surcharge revenue, decreased $8.2 million, or 18%, due to an increase of $4.4 million in fuel surcharge revenue, a $3.2 million decrease in pick-up and delivery expense, a $1.3 million reduction in linehaul expense (excluding fuel surcharge), a decrease in fuel expense of 0.7 million offset by an increase of $2.4 million in sub-contractor fuel surcharge. Personnel expenses decreased by $3.8 million, or 10%, as management responded to a decrease in volumes.

Operating income

Operating income for the three months ended March 31, 2023, increased by $1.2 million, or 5%, compared to the first quarter of 2022. The operating margin of 24.3% in the first quarter of 2023 improved compared to 20.9% for the same period in 2022.

The return on invested capital increased 515 basis points, from 26.4% in the trailing twelve months ended March 31, 2022, to 31.5% in the twelve months ended March 31, 2023. This improvement is mainly due to an increase of $19.1 million in operating income.

Management’s Discussion and Analysis

Less-Than-Truckload

(unaudited)	Three months ended March 31
(in thousands of U.S. dollars)	2023	%	2022	%
Total revenue	848,738		1,000,110
Fuel surcharge	(157,876)		(164,711)
Revenue	690,862	100.0%	835,399	100.0%
Materials and services expenses (net of fuel<br> surcharge)	201,256	29.1%	267,080	32.0%
Personnel expenses	335,321	48.5%	378,896	45.4%
Other operating expenses	61,210	8.9%	57,374	6.9%
Depreciation of property and equipment	30,037	4.3%	25,555	3.1%
Depreciation of right-of-use assets	7,758	1.1%	9,647	1.2%
Amortization of intangible assets	2,087	0.3%	2,300	0.3%
Gain on sale of rolling stock and equipment	(1,797)	-0.3%	(301)	-0.0%
(Gain) loss on derecognition of right-of-use assets	(76)	-0.0%	78	0.0%
Gain on sale of land and buildings and assets
held for sale	(2,874)	-0.4%	-	-
Operating income	57,940	8.4%	94,770	11.3%
Adjusted EBITDA1	94,948	13.7%	132,272	15.8%

1 This is a non-IFRS measure. For a reconciliation, refer to the “Non-IFRS financial measures” section below.

Operational data
(unaudited)	Three months ended March 31
(Revenue in U.S. dollars)	2023	2022	Variance	%
U.S. LTL
Revenue (in thousands of dollars)1	460,343	581,421	(121,078)	-20.8%
Adjusted Operating Ratio2	95.7%	90.7%
Revenue per hundredweight (excluding fuel)1	$29.47	$29.01	$0.46	1.6%
Revenue per shipment (excluding fuel)1	$313.37	$315.48	$(2.11)	-0.7%
Revenue per hundredweight (including fuel)1	$37.21	$35.59	$1.62	4.6%
Revenue per shipment (including fuel)1	$395.63	$387.01	$8.62	2.2%
Tonnage (in thousands of tons)1	781	1,002	(221)	-22.1%
Shipments (in thousands)1	1,469	1,843	(374)	-20.3%
Average weight per shipment (in lbs)1	1,063	1,087	(24)	-2.2%
Average length of haul (in miles)1	1,088	1,104	(16)	-1.4%
Vehicle count, average4	4,305	4,501	(196)	-4.4%
Return on invested capital2	17.4%	-
Canadian LTL
Revenue (in thousands of dollars)	124,812	142,498	(17,686)	-12.4%
Adjusted Operating Ratio2	75.5%	79.1%
Revenue per hundredweight (excluding fuel)	$10.56	$11.53	$(0.97)	-8.4%
Revenue per shipment (excluding fuel)	$234.61	$244.00	$(9.39)	-3.8%
Revenue per hundredweight (including fuel)1	$13.79	$14.21	$(0.42)	-3.0%
Revenue per shipment (including fuel)1	$306.46	$300.77	$5.69	1.9%
Tonnage (in thousands of tons)	591	618	(27)	-4.4%
Shipments (in thousands)	532	584	(52)	-8.9%
Average weight per shipment (in lbs)	2,222	2,116	106	5.0%
Average length of haul (in miles)	826	776	50	6.4%
Vehicle count, average	802	798	4	0.5%
Return on invested capital2	23.2%	18.4%
1 Operational statistics exclude figures from Ground Freight Pricing (“GFP”).
2 This is a non-IFRS measure. For a reconciliation please refer to the “Non-IFRS and Other Financial Measures” section below.
3 The Return on invested capital for the U.S. LTL is not disclosed as the trailing twelve-month information is not available for fiscal 2021, as it was acquired on April 30, 2021.
4 As at March 31, 2023 the active vehicle count was 3,229.

Management’s Discussion and Analysis

During Q1 2023, Hot-Line was acquired and incorporated into the LTL segment.

Revenue

For the three months ended March 31, 2023, revenue decreased by $144.5 million to $690.9 million. This decrease is a combination of a 21%, or $121.1 million reduction in the U.S. LTL operation, a 5%, or $5.2 million reduction in Ground with Freight pricing (GPF) and a 12%, or $17.7 million reduction in the Canadian LTL operation. The reduction in U.S. LTL revenue is coming from a 22.1% decrease in tonnage partially offset by a 1.6% increase in revenue per hundredweight (excluding fuel) when compared to the first quarter of 2022. The reduction in US LTL tonnage is coming from a 20.3% reduction of shipment count, combined with a 2.2% decrease in average weight per shipment. The decrease in US LTL volume was primarily driven by softer volumes due to a weaker end market combined with the Company's intentional elimination of unprofitable freight. The Canadian LTL revenue reduction was caused by an 4.4% decrease in tonnage, combined with an 8.4% decrease in revenue per hundredweight. The decrease in tonnage is the consequence of an 8.9% decrease in shipment count partially offset by a 5.0% increase in average weight per shipment. The reduction of Canadian LTL volume is also the direct results of weaker freight activities and is spread evenly between our LTL over-the-road and intermodal operations.

Operating expenses

For the three months ended March 31, 2023, materials and services expenses, net of fuel surcharge revenue, decreased $65.8 million, or 25%, attributable mostly to a $53.5 million reduction in sub-contractor costs combined with a $6.3 million reduction in rolling stock maintenance and repair expense, both related to lower volume. Personnel expenses decreased $43.6 million, mostly attributable to a $49.5 million reduction in U.S. direct and administrative salaries caused by the reduction of volume in the quarter. That lower volume also led to a headcount reduction in the first quarter and this reduction came with a $9.8 million increase in severance and early retirement payouts, which partly offset the reduction in salaries mentioned previously. Other operating expenses increased $3.8 million, mostly from a $3.6 million supplemental TSA cost combined with a $4.3 million one-time IT cost related to the IT system implementations, and partially offset by a $4.9 million reduction in building repairs and maintenance cost. The supplemental TSA cost and IT system implementations cost mentioned above are non-recuring costs caused by the implementation of a new accounting system as the Company continues the process of exiting the Transition Service Agreement with UPS. Depreciation of property and equipment increased 17.5%, or $4.5 million, with $5.1 million coming from higher rolling stock depreciation in the U.S. LTL operations. In the first quarter of 2023, the U.S. LTL operations purchased 262 new trucks, and those capital expenditures helped reduced the truck average age from 7.7 years in March 2022 to 6.7 years in March 2023.

Operating income

Operating income for the three months ended March 31, 2023, decreased $36.8 million to $57.9 million, the reduction coming entirely from the U.S. LTL operations. Adjusted operating ratio, a non-IFRS measure, of the Canadian LTL operations improved to 75.5% in the first quarter of 2023 as compared to 79.1% for the same period in 2022. U.S. LTL operations achieved a 95.7% adjusted operating ratio, a non-IFRS measure, in the first quarter of 2023, compared to 90.7% in the first quarter of 2022, the increase mostly attributable to lower volume, severances and non-recuring administrative expenses to implement back-office services while still paying UPS for the Transition Service Agreement.

The return on invested capital, a non-IFRS measure, of the Canadian based LTL operations was 23.2% as at March 31, 2023, a 480-basis point increase from 18.4% in the previous 12 months period. This increase is mostly related to lower invested capital in US dollars because of the change in currency rate conversion. Return on invested capital of the US LTL operations was 17.4% as at March 31, 2023.

Management’s Discussion and Analysis

Truckload

(unaudited)	Three months ended March 31
(in thousands of U.S. dollars)	2023	%	2022	%
Total revenue	500,095		609,674
Fuel surcharge	(85,970)		(93,749)
Revenue	414,125	100.0%	515,925	100.0%
Materials and services expenses (net of fuel<br> surcharge)	175,888	42.5%	225,493	43.7%
Personnel expenses	114,920	27.8%	163,160	31.6%
Other operating expenses	14,696	3.5%	19,521	3.8%
Depreciation of property and equipment	25,473	6.2%	35,057	6.8%
Depreciation of right-of-use assets	16,655	4.0%	14,856	2.9%
Amortization of intangible assets	5,722	1.4%	6,315	1.2%
Gain on sale of rolling stock and equipment	(6,276)	-1.5%	(19,334)	-3.7%
Gain on derecognition of right-of-use assets	(72)	-0.0%	(127)	-0.0%
Gain on sale of land and buildings and assets
held for sale	(3,377)	-0.8%	(44)	-0.0%
Operating income	70,496	17.0%	71,028	13.8%
Adjusted EBITDA1	114,969	27.8%	127,212	24.7%
Operational data	Three months ended March 31
---	---	---	---	---
(unaudited)	2023	2022	Variance	%
Specialized TL2
Revenue (in thousands of U.S. dollars)	336,159	328,320	7,839	2.4%
Adjusted operating ratio1	84.5%	87.0%
Truck count, average	3,985	3,531	454	12.9%
Trailer count, average	10,627	10,873	(246)	-2.3%
Truck age	3.5	3.9	(0.4)	-10.3%
Trailer age	12.0	12.7	(0.7)	-5.5%
Number of owner operators, average	1,170	1,094	76	6.9%
Return on invested capital1	14.1%	9.8%
Canadian based Conventional TL
Revenue (in thousands of U.S. dollars)	77,601	76,307	1,294	1.7%
Adjusted operating ratio1	81.2%	85.6%
Total mileage (in thousands)	24,971	23,159	1,813	7.8%
Truck count, average	949	694	256	36.9%
Trailer count, average	3,740	3,512	229	6.5%
Truck age	3.2	3.1	0.1	3.2%
Trailer age	7.5	7.2	0.3	4.2%
Number of owner operators, average	239	288	(49)	-17.0%
Return on invested capital1	21.3%	11.9%
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS Financial Measures” section below.
2 Recasted comparative figures for change in operating segments of the dedicated operations from US Conventional Truckload as a result of the sale of business of CFI.

During Q1 2023, D.M. Breton was acquired and incorporated into the TL segment.

Revenue

For the three months ended March 31, 2023, revenue decreased by $101.8 million, or 20%, from $515.9 million in Q1 2022 to $414.1 million. This decrease was primarily impacted by the sale of CFI for $137.8 million and a decrease in revenue from existing operations of $4.9 million, partially offset by contributions from business acquisitions of $40.9 million. For Specialized TL, revenue increased by $7.8 million, or 2%, compared to the prior year period, primarily due to contributions from business acquisitions of $31.5 million, partially offset by an organic decline of $23.7 million. For Canadian based conventional TL operations, revenue increased by $1.3 million, or 2%, compared to the same prior year period. The increase was mainly due to contributions from business acquisitions of $9.4 million, partially offset by a decrease in revenue from existing operations of $8.1 million. An 11.9% decline in revenue per truck was experienced in Q1 2023 compared to Q1 2022, driven by a 0.9% decline in revenue per mile and a 10.9% decline in miles per truck.

Operating expenses

For the three months ended March 31, 2023, operating expenses, net of fuel surcharge, decreased by $101.3 million, or 23%, from $444.9 million in 2022 to $343.6 million in 2023. This is mainly due to a decrease in operating expenses of $116.7 million following the sale of CFI, and a decrease in operating expenses, net of fuel surcharge, from existing TL operations of $17.5 million, offset by an increase of $32.9 million in operating expenses, net of fuel surcharge, from business acquisitions.

Operating income

Operating income for the TL segment was $70.5 million for the three months ended March 31, 2023, down 1% from $71.0 million in the first quarter of 2022. The decrease is a result of the divested operations from CFI which contributed $17.4 million in Q1 2022 and is partially offset by contributions from business acquisitions of $8.0 million and $8.4million of additional contributions from existing operations.

Management’s Discussion and Analysis

Return on invested capital, a non-IFRS measure, for the Specialized TL segment increased to 14.1% as compared to 9.8% in the same prior year period due primarily to an increase in operating income. The return on invested capital, a non-IFRS measure, for Canadian based Conventional TL was 21.3%, up from 11.9% for the same prior year period, reflecting an increase in operating income.

Logistics

(unaudited)	Three months ended March 31
(in thousands of U.S. dollars)	2023	%	2022	%
Total revenue	370,826		449,420
Fuel surcharge	(15,575)		(14,042)
Revenue	355,251	100.0%	435,378	100.0%
Materials and services expenses (net of fuel<br> surcharge)	252,695	71.1%	329,021	75.6%
Personnel expenses	35,352	10.0%	31,086	7.1%
Other operating expenses	25,717	7.2%	30,954	7.1%
Depreciation of property and equipment	388	0.1%	371	0.1%
Depreciation of right-of-use assets	3,823	1.1%	3,672	0.8%
Amortization of intangible assets	5,572	1.6%	5,400	1.2%
Gain on sale of rolling stock and equipment	(6)	-0.0%	—	—
Gain on derecognition of right-of-use assets	-	-	(8)	-0.0%
Operating income	31,710	8.9%	34,882	8.0%
Adjusted EBITDA1	41,493	11.7%	44,325	10.2%
Return on invested capital1	19.3%		20.0%

1 This is a non-IFRS measure. For a reconciliation, refer to the “Non-IFRS financial measures” section below.

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

During Q1 2023, Axsun and Stallion were acquired and incorporated into the Logistics segment.

Revenue

For the three months ended March 31, 2023, revenue decreased by $80.1 million, or 18%, from $435.4 million in 2022 to $355.3 million in 2023. Revenue from existing operations decreased by $100.6 million, or 23%, $90.0 million due the 3PL volume and $10.6M related to the last mile business. For the same period, business acquisitions contributed $20.4 million.

Approximately 78% (2022 – 78%) of the Logistics segment’s revenues in the quarter were generated from operations in the U.S. and approximately 22% (2022 – 22%) were generated from operations in Canada.

Operating expenses

For the three months ended March 31, 2023, total operating expenses, net of fuel surcharge decreased by $77.0 million, or 19% relative to the same prior year period, from $400.5 million to $323.5 million. Business acquisitions accounted for a $18.9 million increase in operating expenses, and total operating expenses, net of fuel surcharge, decreased by $95.8 million for existing operations. Materials and services expenses decreased by $84.4 million related to the 3PL and last mile volume decrease. Other operating expenses decreased by $6.1 million, due to a reduction in agent commissions related to the lower 3PL volume. Personnel expenses decreased $4.5 million, mainly due to headcount and commission reduction in some divisions.

Operating income

Operating income for the three months ended March 31, 2023, decreased by $3.2 million, or 9%, from $34.9 million to $31.7 million. The decrease is explained by a $6.4 million impact cause by the reduced volumes and is offset by cost management improvement of $3.2 million.

The return on invested capital of 19.3% compared to 20.0% in the same prior year period.

Management’s Discussion and Analysis

LIQUIDITY AND CAPITAL RESOURCES

Sources and uses of cash

(unaudited)<br>(in thousands of U.S. dollars)	Three months ended<br>March 31
	2023		2022
Sources of cash:
Net cash from operating activities		232,134		137,691
Proceeds from sale of property and equipment		24,715		43,915
Proceeds from sale of assets held for sale		15,106		—
Net variance in cash and bank indebtedness		10,617		—
Net proceeds from long-term debt		—		86,716
Others		10,185		5,125
Total sources		292,757		273,447
Uses of cash:
Purchases of property and equipment		76,248		90,426
Business combinations, net of cash acquired		84,743		22,235
Net variance in cash and bank indebtedness		—		1,552
Net repayment of long-term debt		13,495		—
Repayment of lease liabilities		31,335		30,627
Dividends paid		30,319		24,940
Repurchase of own shares		5,996		74,029
Others		50,621		29,638
Total usage		292,757		273,447

Cash flow from operating activities

For the three-month period ended March 31, 2023, net cash from operating activities increased by 69% to $232.1 million from $137.7 million in 2022. This increase is due to an increase in non-cash working capital of $187.1 million, resulting primarily from a decrease in sales which have decreased the accounts receivable balance, and in particular the increase in fuel costs in 2022 for which payments must be made much faster than fuel surcharge revenue is received. This increase is offset by an increase in income taxes net of payments of $50.1 million. The increase in taxes paid is due to an increase in profits in 2022.

Cash flow used in investing activities

Property and equipment

The following table presents the additions of property and equipment by category for the three-month period ended March 31, 2023 and 2022.

(unaudited)<br>(in thousands of U.S. dollars)	Three months ended<br>March 31
	2023			2022
Additions to property and equipment:
Purchases as stated on cash flow statements		76,248			90,426
Non-cash adjustments		(1,316	)		(591	)
		74,932			89,835
Additions by category:
Land and buildings		13,572			2,882
Rolling stock		56,539			81,873
Equipment		4,821			5,080
		74,932			89,835

The Company invests in new equipment to maintain its quality of service while minimizing maintenance costs. Its capital expenditures reflect the level of reinvestment required to keep its equipment in good order and to maintain a strategic allocation of its capital resources. The decrease in additions in 2023 compared to 2022 is due primarily to a decrease in capital requirements subsequent to the sale of CFI’s Truckload, Temp Control and Mexican non-asset logistics business, all operations have been receiving required capital expenditures as planned.

Management’s Discussion and Analysis

In the normal course of activities, the Company constantly renews its rolling stock equipment generating regular proceeds and gain or loss on disposition. The following table indicates the proceeds and gains or losses from sale of property and equipment and assets held for sale by category for the three-month period ended March 31, 2023 and 2022.

(unaudited)<br>(in thousands of U.S. dollars)	Three months ended<br>March 31
	2023		2022
Proceeds by category:
Land and buildings		15,084		67
Rolling stock		24,612		42,097
Equipment		125		1,751
		39,821		43,915
Gains (losses) by category:
Land and buildings		6,230		44
Rolling stock		8,187		18,342
Equipment		46		1,484
		14,463		19,870

Business acquisitions

For the three-month period ended March 31, 2023, cash used in business acquisitions, net of cash acquired, totaled $85.7 million to acquire four businesses. Refer to the section of this report entitled “2023 business acquisitions” and further information can be found in note 5 of the March 31, 2023 unaudited condensed consolidated interim financial statements.

Purchase of investments

For the three-month period ended March 31, 2023, no cash was used in the purchase of investments as compared to $27.6 million used in 2022. These investments have been elected to be measured at fair value through OCI.

Cash flow used in financing activities

Debt

The debt repayments for the three-month period ended March 31, 2023, of $13.5 million, were related to conditional sales contracts for the financing of equipment.

NCIB on common shares

Pursuant to the renewal of the normal course issuer bid (“NCIB”), which began on November 2, 2022, and is ending on November 1, 2023, the Company is authorized to repurchase for cancellation up to a maximum of 6,370,199 of its common shares under certain conditions. As at March 31, 2023, and since the inception of this NCIB, the Company has repurchased and cancelled 496,620 common shares, of which 59,800 were repurchased and cancelled in the first quarter.

Free cash flow1

(unaudited)<br>(in thousands of U.S. dollars)	Three months ended<br>March 31
	2023			2022			2021
Net cash from operating activities		232,134			137,691			155,195
Additions to property and equipment		(76,248	)		(89,835	)		(35,215	)
Proceeds from sale of property and equipment		24,715			43,915			17,000
Proceeds from sale of assets held for sale		15,106			—			6,491
Free cash flow		195,707			91,771			143,471

The Company's objectives when managing its cash flow from operations are to ensure proper capital investment in order to provide stability and competitiveness for its operations, to ensure sufficient liquidity to pursue its growth strategy, and to undertake selective business acquisitions within a sound capital structure and solid financial position.

1 This is a non-IFRS measure. Refer to the “Non-IFRS financial measures” section below.

Management’s Discussion and Analysis

For the three-month period ended March 31, 2023, TFI International generated free cash flow of $195.7 million, compared to $91.8 million in 2022, which represents a year-over-year increase of $103.9 million, or 113%. This increase is due almost entirely to an increase of $94.4 million in net cash from operating activities as explained above. The remainder of the increase is due to a $9.5 million reduction in net capital expenditures. Additions to property and equipment decreased by $13.6 million as compared to the same prior year period as a result of lower capital requirements following the disposal of CFI. The proceeds from the sale of property and equipment decreased by $19.2 million as compared to the prior year, due to less sales of equipment primarily attributable to the sale of CFI. The proceeds from assets held for sale increased by $15.1 million from the same prior year period, and are related to the sale of redundant assets.

Free cash flow conversion1, which measures the level of capital employed to generate earnings, for the three-month period ended March 31, 2023, of 86.1% compares to 86.9% in the same prior year period.

Based on the March 31, 2023 closing share price of $119.29, the free cash flow1 generated by the Company in the preceding twelve months ($984.8 million, or $11.35 per share outstanding) represented a yield of 9.5%.

Financial position

(unaudited)<br>(in thousands of U.S. dollars)
Intangible assets	1,655,643	1,592,110
Total assets, less intangible assets1	3,848,773	3,913,720
Long-term debt	1,303,265	1,315,757
Lease liabilities	399,954	413,039
Shareholders' equity	2,531,653	2,463,070
1 This is a non-IFRS measure. For a reconciliation refer to the “Non-IFRS financial measures” section below.

As compared to December 31, 2022, the Company’s financial position has not significantly changed. The variations are primarily from fluctuations in working capital, exchange rates, and business acquisitions.

Contractual obligations, commitments, contingencies and off-balance sheet arrangements

The following table indicates the Company’s contractual obligations, excluding purchase commitments, with their respective maturity dates at March 31, 2023, including future interest payments.

(unaudited)<br>(in thousands of U.S. dollars)
Unsecured debenture – December 2024	147,973	—	147,973	—	—
Unsecured senior notes – December 2026 to March 2037	1,080,000	—	—	150,000	930,000
Conditional sales contracts	79,602	32,998	35,155	11,449	—
Lease liabilities	399,954	114,460	158,816	70,704	55,974
Interest on debt and lease liabilities	368,482	57,235	94,872	73,718	142,657
Total contractual obligations	2,076,011	204,693	436,816	305,871	1,128,631

As at March 31, 2023 the Company’s long-term debt is comprised of 100% of fixed rate debt (2022 – 100%) and nil variable rate debt (2022 – nil).

The following table indicates the Company’s financial covenants to be maintained under its credit facility. These covenants are measured on a consolidated rolling twelve-month basis and are calculated as prescribed by the credit agreement which, among other things, requires the exclusion of the impact of the new standard IFRS 16 Leases:

(unaudited)<br>Covenants	Requirements	As at<br>March 31, 2023
Funded debt-to- EBITDA ratio [ratio of total debt, net of cash, plus letters of credit and some other long-term liabilities to earnings before interest, income tax, depreciation and amortization (“EBITDA”), including last twelve months adjusted EBITDA from business acquisitions]	< 3.50		0.98
EBITDAR Coverage Ratio [ratio of EBITDAR (EBITDA before rent and including last twelve months adjusted EBITDAR from business acquisitions) to interest and net rent expenses]	> 1.75		6.27

As at March 31, 2023, the Company had $68.4 million of outstanding letters of credit ($66.8 million on December 31, 2022).

As at March 31, 2023, the Company had $188.9 million of purchase commitments and $34.6 million of purchase orders that the Company intends to enter into a lease which is expected to materialize within a year (December 31, 2022 – $149.8 million and $13.9 million, respectively).

Management’s Discussion and Analysis

Dividends and outstanding share data

Dividends

The Company declared $30.4 million in dividends, or $0.35 per common share, in the first quarter of 2023. On April 25, 2023, the Board of Directors approved a quarterly dividend of $0.35 per outstanding common share of the Company’s capital, for an expected aggregate payment of $30.4 million to be paid on July 17, 2023, to shareholders of record at the close of business on June 30, 2023.

Outstanding shares and share-based awards

A total of 86,771,197 common shares were outstanding as at March 31, 2023 (December 31, 2022 – 86,539,559). There was no material change in the Company’s outstanding share capital between March 31, 2023 and April 25, 2023. The average diluted shares for the three months ended March 31, 2023 were 87,914,259 shares as compared to 93,937,832 shares in the same prior year period. This reduction is due to the share repurchases and cancellations during 2022.

As at March 31, 2023, the number of outstanding options to acquire common shares issued under the Company’s stock option plan was 1,010,534 (December 31, 2022 – 1,301,972) of which 981,373 were exercisable (December 31, 2022 – 1,272,811). Each stock option entitles the holder to purchase one common share of the Company at an exercise price based on the volume-weighted average trading price of the Company’s shares for the last five trading days immediately preceding the effective date of the grant.

As at March 31, 2023, the number of restricted share units (‘’RSUs’’) granted under the Company’s equity incentive plan to its senior employees was 193,529 (December 31, 2022 – 272,330). On February 6, 2023, the Board of Directors approved the grant of 55,400 RSUs under the Company’s equity incentive plan. The RSUs will vest in February of the third year following the grant date. Upon satisfaction of the required service period, the plan provides for settlement of the award through shares. 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.

As at March 31, 2023, the number of performance share units (‘’PSUs’’) granted under the Company’s equity incentive plan to its senior employees was 183,827 (December 31, 2022 – 261,451). On February 6, 2023, the Board of Directors approved the grant of 55,400 PSUs under the Company’s equity incentive plan. The PSUs will vest in February of the third year following the grant date. Upon satisfaction of the required service period, the plan provides for settlement of the award through shares.

Legal proceedings

The Company is involved in litigation arising from the ordinary course of business primarily involving claims for bodily injury and property damage. It is not feasible to predict or determine the outcome of these or similar proceedings. However, the Company believes the ultimate recovery or liability, if any, resulting from such litigation individually or in total, would not materially adversely nor positively affect the Company’s financial condition or performance and, if necessary, has been provided for in the financial statements.

OUTLOOK

The North American economic growth forecast from leading economists remains subdued due to a variety of factors including elevated interest rates, high inflation, early signs of weakness in labor markets, global supply chain challenges, and slower growth in many international markets. TFI International’s diversity across industrial and consumer end markets and across many modes of transportation, along with the Company’s disciplined approach to operations, helped support results during the first quarter, but macro conditions have slowed and the possibility of economic recession over the coming year remains.

TFI International remains vigilant in its monitoring for new potential risks that could cause further economic disruption, resulting in additional rounds of declining freight volumes and higher costs that could adversely affect TFI’s operating companies and the markets they serve. Lower diesel prices in the months ahead are likely to cause a headwind. Other uncertainties include but are not limited to geopolitical risk such as the ongoing war in Ukraine, weakening labor market conditions that can affect consumer demand, policy changes surrounding international trade, environmental mandates, and changes to the tax code in any jurisdictions in which TFI International operates.

While North American economic weakness is likely to continue weighing on freight demand dynamics, management believes the Company is well positioned to navigate these difficult operating conditions, benefiting from its financial foundation and strong cash flow that allows for a strategic approach to the business.. The Company strives for a lean cost structure and has a longstanding focus on profitability, efficiency, network density, customer service, optimal pricing, driver retention, and capacity rationalization. TFI also continues to have material synergy opportunities related to the 2021 acquisition of TForce Freight, and has opportunities to enhance performance within most of its other operations. Longer term, TFI’s diverse industrial exposure through

Management’s Discussion and Analysis

its specialized TL and LTL segments should continue to benefit from a gradual shift toward domestic manufacturing, while its P&C and Logistics business segments should benefit over the long term from the expansion of e-commerce.

Regardless of the operating environment, management’s goal is to build shareholder value through consistent adherence to its operating principles, including customer focus, an asset-light approach, and continual efforts to enhance efficiencies. In addition, TFI International values free cash flow generation and strong liquidity with a conservative balance sheet that features a high portion of attractive fixed-rate spreads and limited near-term debt maturities. This strong financial footing allows the Company to prudently invest and pursue select, accretive acquisitions while returning excess capital to shareholders.

SUMMARY OF EIGHT MOST RECENT QUARTERLY RESULTS

(in millions of U.S. dollars, except per share data)
	Q1’23		Q4’22		Q3’22		Q2’22		Q1’22		Q4’21		Q3’21		Q2’21*
Total revenue		1,850.2		1,956.7		2,242.0		2,422.3		2,191.5		2,140.9		2,094.0		1,836.7
Adjusted EBITDA1		264.2		305.0		348.2		441.9		330.0		318.5		296.4		285.4
Operating income		166.4		216.9		318.4		391.0		219.8		215.0		191.6		470.9
Net income		111.9		153.5		245.2		276.8		147.7		144.1		131.6		411.8
EPS – basic		1.29		1.77		2.78		3.05		1.61		1.56		1.42		4.42
EPS – diluted		1.27		1.74		2.72		3.00		1.57		1.52		1.38		4.32
Adjusted net income1		116.5		151.8		181.2		241.1		157.6		148.6		138.9		137.2
Adjusted EPS -<br> diluted1		1.33		1.72		2.01		2.61		1.68		1.57		1.46		1.44
1 This is a non-IFRS measure. For a reconciliation refer to the “Non-IFRS financial measures” section below.
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

The differences between the quarters are mainly the result of seasonality (softer in Q1) and business acquisitions. The elevated net income in Q2 2021 is due to the recognition of a bargain purchase gain.

NON-IFRS FINANCIAL MEASURES

Financial data have been prepared in conformity with IFRS, including the following measures:

Operating expenses: Operating expenses include: a) materials and services expenses, which are primarily costs related to independent contractors and vehicle operation; vehicle operation expenses, which primarily include fuel, repairs and maintenance, vehicle leasing costs, insurance, permits and operating supplies; b) personnel expenses; c) other operating expenses, which are primarily composed of costs related to offices’ and terminals’ rent, taxes, heating, telecommunications, maintenance and security and other general administrative expenses; d) depreciation of property and equipment, depreciation of right-of-use assets, amortization of intangible assets and gain or loss on the sale of rolling stock and equipment, on derecognition of right-of use assets, on sale of business and on sale of land and buildings and assets held for sale; e) bargain purchase gain; and f) impairment of intangible assets.

Operating income (loss): Net income or loss before finance income and costs and income tax expense, as stated in the consolidated financial statements.

This MD&A includes references to certain non-IFRS financial measures as described below. These non-IFRS financial measures are not standardized financial measures under IFRS used to prepare the financial statements of the Company to which the measures relate and might not be comparable to similar financial measures disclosed by other issuers. Accordingly, they should not be considered in isolation, in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. The terms and definitions of non-IFRS measures used in this MD&A and a reconciliation of each non-IFRS measure to the most directly comparable IFRS measure are provided below.

Adjusted net income: Net income or loss excluding amortization of intangible assets related to business acquisitions, net change in the fair value and accretion expense of contingent considerations, net change in the fair value of derivatives, net foreign exchange gain or loss, impairment of intangible assets, bargain purchase gain, gain or loss on sale of land and buildings and assets held for sale, gain or loss on the sale of business and directly attributable expense due to the disposal, gain or loss on the disposal of intangible assets and U.S. Tax Reform. In presenting an adjusted net income and adjusted EPS, the Company’s intent is to help provide an understanding of what would have been the net income and earnings per share in a context of significant business combinations and excluding specific impacts and to reflect earnings from a strictly operating perspective. The amortization of intangible assets related to business acquisitions comprises amortization expense of customer relationships, trademarks and non-compete agreements accounted for in business combinations and the income tax effects related to this amortization. Management also believes, in excluding amortization of intangible assets related to business acquisitions, it provides more information on the amortization of intangible asset expense portion, net of tax, that will not have to be replaced to preserve the Company’s ability to generate similar future cash flows. The Company excludes these items because they affect the

Management’s Discussion and Analysis

comparability of its financial results and could potentially distort the analysis of trends in its business performance. Excluding these items does not imply they are necessarily non-recurring. See reconciliation on page 6.

Adjusted earnings per share (adjusted “EPS”) - basic: Adjusted net income divided by the weighted average number of common shares.

Adjusted EPS - diluted: Adjusted net income divided by the weighted average number of diluted common shares.

Adjusted EBITDA: Net income before finance income and costs, income tax expense, depreciation, amortization, impairment of intangible assets, bargain purchase gain, and gain or loss on sale of land and buildings, assets held for sale, sale of business, and gain or loss on disposal of intangible assets. Management believes adjusted EBITDA to be a useful supplemental measure. Adjusted EBITDA is provided to assist in determining the ability of the Company to assess its performance.

Segmented adjusted EBITDA refers to operating income (loss) before depreciation, amortization, impairment of intangible assets, bargain purchase gain, gain or loss on sale of business, land and buildings, and assets held for sale and gain or loss on disposal of intangible assets. Management believes adjusted EBITDA to be a useful supplemental measure. Adjusted EBITDA is provided to assist in determining the ability of the Company to assess its performance.

Consolidated adjusted EBITDA reconciliation:

(unaudited)<br>(in thousands of U.S. dollars)	Three months ended<br>March 31
	2023	2022	2021
Net income	111,918	147,723	66,887
Net finance costs	17,129	20,189	14,435
Income tax expense	37,355	51,854	20,423
Depreciation of property and equipment	59,047	64,447	41,220
Depreciation of right-of-use assets	31,435	31,524	22,799
Amortization of intangible assets	13,573	14,261	14,371
(Gain) loss on sale of land and buildings	—	(44)	—
Gain on sale of assets held for sale	(6,251)	—	(3,938)
Adjusted EBITDA	264,206	329,954	176,197
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

Segmented adjusted EBITDA reconciliation:

(unaudited)<br>(in thousands of U.S. dollars)	Three months ended<br>March 31
	2023	2022
Package and Courier
Operating income	27,323	26,085
Depreciation and amortization	6,402	6,854
Adjusted EBITDA	33,725	32,939
Less-Than-Truckload
Operating income	57,940	94,770
Depreciation and amortization	39,882	37,502
Gain on sale of assets held for sale	(2,874)	—
Adjusted EBITDA	94,948	132,272
Truckload
Operating income	70,496	71,028
Depreciation and amortization	47,850	56,228
(Gain) loss on sale of land and buildings	—	(44)
Gain on sale of assets held for sale	(3,377)	—
Adjusted EBITDA	114,969	127,212
Logistics
Operating income	31,710	34,882
Depreciation and amortization	9,783	9,443
Adjusted EBITDA	41,493	44,325
Corporate
Operating loss	(21,067)	(6,999)
Depreciation and amortization	138	205
Adjusted EBITDA	(20,929)	(6,794)
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

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

Management’s Discussion and Analysis

Free cash flow: Net cash from operating activities less additions to property and equipment plus proceeds from sale of property and equipment and assets held for sale. Management believes that this measure provides a benchmark to evaluate the performance of the Company in regard to its ability to meet capital requirements. See reconciliation on page 16.

Free cash flow conversion: Adjusted EBITDA less net capital expenditures, divided by the adjusted EBITDA. Management believes that this measure provides a benchmark to evaluate the performance of the Company in regard to its ability to convert its operating profit into free cash flow.

Free cash flow conversion reconciliation:

(unaudited) <br>(in thousands of U.S. dollars)	Three months ended<br>March 31
	2023	2022
Net income	111,918	147,723
Net finance costs	17,129	20,189
Income tax expense	37,355	51,854
Depreciation of property and equipment	59,047	64,447
Depreciation of right-of-use assets	31,435	31,524
Amortization of intangible assets	13,573	14,261
Gain on sale of land and buildings	—	(44)
Gain on sale of assets held for sale	(6,251)	—
Adjusted EBITDA	264,206	329,954
Net capital expenditures	(36,623)	(43,105)
Adjusted EBITDA less net capital expenditures	227,583	286,849
Free cash flow conversion	86.1%	86.9%
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

Total assets less intangible assets: Management believes that this presents a more useful basis to evaluate the return on the productive assets. The excluded intangibles relate primarily to intangibles assets acquired through business acquisitions.

(unaudited)<br>(in thousands of U.S. dollars)
As at March 31, 2023
Total assets	348,956	2,262,431	1,819,869	784,390	288,770	-	5,504,416
Intangible assets	180,486	177,152	772,856	524,988	161	-	1,655,643
Total assets less intangible assets	168,470	2,085,279	1,047,013	259,402	288,609	-	3,848,773
As at December 31, 2022
Total assets	362,724	2,275,672	1,861,093	731,564	274,777	-	5,505,830
Intangible assets	180,119	167,798	775,464	468,547	182	-	1,592,110
Total assets less intangible assets	182,605	2,107,874	1,085,629	263,017	274,595	-	3,913,720

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

Management’s Discussion and Analysis

Net capital expenditures: Additions to rolling stock and equipment, net of proceeds from the sale of rolling stock and equipment and assets held for sale excluding property. Management believes that this measure illustrates the recurring net capital expenditures which is required for the respective period.

(unaudited)<br>(in thousands of U.S. dollars)
Three months ended March 31, 2023
Additions to rolling stock	2,313		45,226		8,926		74		-	56,539
Additions to equipment	695		1,544		2,497		33		52	4,821
Proceeds from the sale of rolling stock	(384	)	(6,603	)	(17,619	)	(6	)	-	(24,612	)
Proceeds from the sale of equipment	-		(111	)	(14	)	-		-	(125	)
Net capital expenditures	2,624		40,056		(6,210	)	101		52	36,623
Three months ended March 31, 2022
Additions to rolling stock	2,797		45,731		33,345		-		-	81,873
Additions to equipment	624		2,720		1,136		519		81	5,080
Proceeds from the sale of rolling stock	(272	)	(3,169	)	(38,644	)	(12	)	-	(42,097	)
Proceeds from the sale of equipment	(3	)	(5	)	(1,743	)	-		-	(1,751	)
Net capital expenditures	3,146		45,277		(5,906	)	507		81	43,105

Currency translation impact is the amount of variation which results from the translation of a foreign currency to the presentation currency (CAD to USD). The impact is calculated on the given measure by applying the change in the exchange rate between the current period and the comparative period to the exposure of foreign balances. In Q1 2023 the change in the exchange rates to calculate the difference was $0.0866 as the exchange rate of Canadian dollars to U.S. dollars increased from $1.2660 in Q1 2022 to $1.3526 in Q1 2023. Management finds this measure to be useful in explaining the period over period variations.

Operating margin is calculated as operating income (loss) as a percentage of revenue before fuel surcharge.

Adjusted operating ratio: Operating expenses before gain on sale of business, bargain purchase gain, and gain or loss on sale of land and buildings and assets held for sale, and gain or loss on disposal of intangible assets (“Adjusted operating expenses”), net of fuel surcharge revenue, divided by revenue before fuel surcharge. Although the adjusted operating ratio is not a recognized financial measure defined by IFRS, it is a widely recognized measure in the transportation industry, which the Company believes provides a comparable benchmark for evaluating the Company’s performance. Also, to facilitate the comparison of business level activity and operating costs between periods, the Company compares the revenue before fuel surcharge (“revenue”) and reallocates the fuel surcharge revenue to materials and services expenses within operating expenses.

Consolidated adjusted operating ratio reconciliation:

(unaudited) <br>(in thousands of U.S. dollars)	Three months ended<br>March 31
	2023	2022	2021
Operating expenses	1,683,775	1,971,753	1,047,062
Gain on sale of land and building	—	44	—
Gain on sale of assets held for sale	6,251	—	3,938
Adjusted operating expenses	1,690,026	1,971,797	1,051,000
Fuel surcharge revenue	(289,750)	(297,671)	(89,673)
Adjusted operating expenses, net of fuel surcharge revenue	1,400,276	1,674,126	961,327
Revenue before fuel surcharge	1,560,427	1,893,848	1,059,134
Adjusted operating ratio	89.7%	88.4%	90.8%
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

Management’s Discussion and Analysis

Less-Than-Truckload and Truckload reportable segments adjusted operating ratio reconciliation and Truckload operating segments reconciliations:

(unaudited) <br>(in thousands of U.S. dollars)	Three months ended<br>March 31
	2023	2022
Less-Than-Truckload
Total revenue	848,738	1,000,110
Total operating expenses	790,798	905,340
Operating income	57,940	94,770
Operating expenses	790,798	905,340
Gain on sale of land and buildings and assets held for sale	2,874	—
Adjusted operating expenses	793,672	905,340
Fuel surcharge revenue	(157,876)	(164,711)
Adjusted operating expenses, net of fuel surcharge revenue	635,796	740,629
Revenue before fuel surcharge	690,862	835,399
Adjusted operating ratio	92.0%	88.7%
Less-Than-Truckload - Revenue before fuel surcharge
U.S. based LTL	569,447	695,761
Canadian based LTL	124,812	142,498
Eliminations	(3,397)	(2,860)
	690,862	835,399
Less-Than-Truckload - Fuel surcharge revenue
U.S. based LTL	120,840	131,833
Canadian based LTL	38,223	33,154
Eliminations	(1,187)	(276)
	157,876	164,711
Less-Than-Truckload - Operating income (loss)
U.S. based LTL	27,333	65,044
Canadian based LTL	30,607	29,726
	57,940	94,770
U.S. based LTL
Operating expenses*	662,954	762,550
Gain on sale of land and buildings and assets held for sale	2,874	-
Adjusted operating expenses	665,828	762,550
Fuel surcharge revenue	(120,840)	(131,833)
Adjusted operating expenses, net of fuel surcharge	544,988	630,717
Revenue before fuel surcharge	569,447	695,761
Adjusted operating ratio	95.7%	90.7%
Canadian based LTL
Adjusted operating expenses	132,428	145,926
Fuel surcharge revenue	(38,223)	(33,154)
Adjusted operating expenses, net of fuel surcharge	94,205	112,772
Revenue before fuel surcharge	124,812	142,498
Adjusted operating ratio	75.5%	79.1%

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

** Operating expenses excluding intra LTL eliminations

Management’s Discussion and Analysis

Less-Than-Truckload and Truckload reportable segments adjusted operating ratio reconciliation and Truckload operating segments reconciliations (continued):

(unaudited) <br>(in thousands of U.S. dollars)	Three months ended<br>March 31
	2023			2022
Truckload
Total revenue		500,095			609,674
Total operating expenses		429,599			538,646
Operating income		70,496			71,028
Operating expenses		429,599			538,646
Gain on sale of land and buildings and assets held for sale		3,377			44
Adjusted operating expenses		432,976			538,690
Fuel surcharge revenue		(85,970	)		(93,749	)
Adjusted operating expenses, net of fuel surcharge revenue		347,006			444,941
Revenue before fuel surcharge		414,125			515,925
Adjusted operating ratio		83.8	%		86.2	%
Truckload - Revenue before fuel surcharge
U.S. based Conventional TL1		—			113,376
Canadian based Conventional TL		77,601			76,307
Specialized TL1		338,297			328,320
Eliminations		(1,773	)		(2,078	)
		414,125			515,925
Truckload - Fuel surcharge revenue
U.S. based Conventional TL1		—			24,540
Canadian based Conventional TL		15,715			11,251
Specialized TL1		70,482			58,185
Eliminations		(227	)		(227	)
		85,970			93,749
Truckload - Operating income
U.S. based Conventional TL1		—			17,412
Canadian based Conventional TL		14,618			11,059
Specialized TL1		55,878			42,557
		70,496			71,028
U.S. based Conventional TL1
Operating expenses*		—			120,504
Gain on sale of land and buildings and assets held for sale		—			—
Adjusted operating expenses		—			120,504
Fuel surcharge revenue		—			(24,540	)
Adjusted operating expenses, net of fuel surcharge revenue		—			95,964
Revenue before fuel surcharge		—			113,376
Adjusted operating ratio		—			84.6	%
Canadian based Conventional TL
Operating expenses*		78,698			76,499
Gain on sale of land and buildings and assets held for sale		—			44
Adjusted operating expenses		78,698			76,543
Fuel surcharge revenue		(15,715	)		(11,251	)
Adjusted operating expenses, net of fuel surcharge revenue		62,983			65,292
Revenue before fuel surcharge		77,601			76,307
Adjusted operating ratio		81.2	%		85.6	%
Specialized TL1
Operating expenses*		352,901			343,948
Gain on sale of assets held for sale		3,398			—
Adjusted operating expenses		356,299			343,948
Fuel surcharge revenue		(70,482	)		(58,185	)
Adjusted operating expenses, net of fuel surcharge revenue		285,817			285,763
Revenue before fuel surcharge		338,297			328,320
Adjusted operating ratio		84.5	%		87.0	%
1 Recasted comparative figures for change in operating segments of the dedicated operations from US Conventional Truckload as a result of the sale of business of CFI.
* Operating expenses excluding intra TL eliminations

Management’s Discussion and Analysis

Return on invested capital (“ROIC”): Management believes ROIC at the segment level is a useful measure in the efficiency in the use of capital funds. The Company calculates ROIC as segment operating income net of exclusions, after tax, divided by the segment average invested capital. Operating income net of exclusions, after tax, is calculated as the trailing twelve months of operating income before bargain purchase gain, gain or loss on the sale of land and buildings and assets held for sale, and amortization of intangible assets, after tax using the statutory tax rate of the Company. Average invested capital is calculated as total assets excluding intangibles, net of trade and other payables, current taxes payable and provisions averaged between the beginning and ending balance over a twelve-month period.

Return on invested capital segment reconciliation:
(unaudited)<br>(in thousands of U.S. dollars)	As at<br>March 31
	2023			2022
Package and Courier
Operating income		135,544			116,201
Amortization of intangible assets		639			811
Operating income, net of exclusions		136,183			117,012
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		100,095			86,004
Intangible assets		180,486			195,387
Total assets, excluding intangible assets		168,470			186,640
less: Trade and other payables, income taxes payable and provisions		(44,777	)		(51,346	)
Total invested capital, current year		304,179			330,681
Intangible assets, prior year		195,387			195,326
Total assets, excluding intangible assets, prior year		186,640			182,277
less: Trade and other payables, income taxes payable and provisions, prior year		(51,346	)		(56,360	)
Total invested capital, prior year		330,681			321,243
Average invested capital		317,430			325,962
Return on invested capital		31.5	%		26.4	%
Less-Than-Truckload - Canadian based LTL
Operating income		143,895			121,382
Gain on sale of assets held for sale		(661	)		(1,640	)
Amortization of intangible assets		7,713			8,788
Operating income, net of exclusions		150,947			128,530
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		110,946			94,470
Intangible assets		161,130			181,719
Total assets, excluding intangible assets		358,298			395,233
less: Trade and other payables, income taxes payable and provisions		(65,043	)		(75,732	)
Total invested capital, current year		454,385			501,220
Intangible assets, prior year		181,719			189,601
Total assets, excluding intangible assets, prior year		395,233			402,509
less: Trade and other payables, income taxes payable and provisions, prior year		(75,732	)		(66,457	)
Total invested capital, prior year		501,220			525,653
Average invested capital		477,803			513,437
Return on invested capital		23.2	%		18.4	%

Management’s Discussion and Analysis

Return on invested capital segment reconciliation (continued):
(unaudited)<br>(in thousands of U.S. dollars)	As at<br>March 31
	2023			2022
Truckload - Canadian based Conventional TL
Operating income		87,880			34,804
Gain on sale of land and buildings		—			(44	)
Gain on sale of assets held for sale		(15,485	)		(17	)
Amortization of intangible assets		1,958			2,093
Operating income, net of exclusions		74,353			36,836
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		54,649			27,074
Intangible assets		98,211			106,238
Total assets, excluding intangible assets		188,761			178,222
less: Trade and other payables, income taxes payable and provisions		(28,394	)		(28,885	)
Total invested capital, current year		258,578			255,575
Intangible assets, prior year		106,238			98,009
Total assets, excluding intangible assets, prior year		178,222			124,663
less: Trade and other payables, income taxes payable and provisions, prior year		(28,885	)		(23,672	)
Total invested capital, prior year		255,575			199,000
Average invested capital		257,077			227,288
Return on invested capital		21.3	%		11.9	%
Truckload - Specialized TL*
Operating income		249,735			157,740
Gain on sale of assets held for sale		(10,074	)		(6,550	)
Amortization of intangible assets		20,480			18,580
Operating income, net of exclusions		260,141			169,770
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		191,204			124,781
Intangible assets		674,644			654,881
Total assets, excluding intangible assets		858,252			782,639
less: Trade and other payables, income taxes payable and provisions		(134,412	)		(121,343	)
Total invested capital, current year		1,398,484			1,316,177
Intangible assets, prior year		654,881			621,936
Total assets, excluding intangible assets, prior year		782,639			702,061
less: Trade and other payables, income taxes payable and provisions, prior year		(121,343	)		(97,531	)
Total invested capital, prior year		1,316,177			1,226,466
Average invested capital		1,357,331			1,271,322
Return on invested capital		14.1	%		9.8	%
Logistics
Operating income		137,274			148,616
Loss on sale of land and buildings		—			3
Amortization of intangible assets		22,162			21,673
Bargain Purchase gain		—			(12,000	)
Operating income, net of exclusions		159,436			158,292
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		117,185			116,345
Intangible assets		524,989			496,569
Total assets, excluding intangible assets		259,402			307,403
less: Trade and other payables, income taxes payable and provisions		(177,142	)		(195,686	)
Total invested capital, current year		607,249			608,286
Intangible assets, prior year		496,569			455,572
Total assets, excluding intangible assets, prior year		307,403			257,802
less: Trade and other payables, income taxes payable and provisions, prior year		(195,686	)		(159,050	)
Total invested capital, prior year		608,286			554,324
Average invested capital		607,768			581,305
Return on invested capital		19.3	%		20.0	%
* Recasted comparative figures for change in operating segments of the dedicated operations from US Conventional Truckload as a result of the sale of business of CFI.

Management’s Discussion and Analysis

Return on invested capital for US LTL: Management believes ROIC at the segment level is a useful measure in the efficiency in the use of capital funds. The return on invested capital of the U.S. based LTL has been modified to remove the impacts of the bargain purchase gain from the operating income net of exclusions as well as from the average invested capital to align the capital with the acquisition price.

(unaudited)<br>(in thousands of U.S. dollars)	As at<br>March 31
	2023			2022
Less-Than-Truckload - U.S. based LTL
Operating income		290,082			—
Loss on sale of land and buildings		8
Gain on sale of assets held for sale		(57,928	)
Amortization of intangible assets		1,141
Operating income, net of exclusions		233,303			—
Income tax		26.5	%
Operating income net of exclusions, after tax		171,478			—
Intangible assets		16,022
Total assets, excluding intangible assets		1,726,981
less: Liabilities		(615,905	)
Total invested capital, current year		1,127,098			—
Total invested capital, acquisition price		838,910			—
Average invested capital		983,004			—
Return on invested capital		17.4	%

* The return on invested capital for the U.S. LTL is not disclosed as the trailing twelve-month information was not available for 2021.

Management’s Discussion and Analysis

RISKS AND UNCERTAINTIES

The Company’s future results may be affected by a number of factors over many of which the Company has little or no control. The following discussion of risk factors contains forward-looking statements. The following issues, uncertainties and risks, among others, should be considered in evaluating the Company’s business, prospects, financial condition, results of operations and cash flows.

Competition. The Company faces growing competition from other transporters in Canada, the United States and Mexico. These factors, including the following, could impair the Company’s ability to maintain or improve its profitability and could have a material adverse effect on the Company’s results of operations:

• the Company competes with many other transportation companies of varying sizes, including Canadian, U.S. and Mexican transportation companies;

• the Company’s competitors may periodically reduce their freight rates to gain business, which may limit the Company’s ability to maintain or increase freight rates or maintain growth in the Company’s business;

• some of the Company’s customers are other transportation companies or companies that also operate their own private trucking fleets, and they may decide to transport more of their own freight or bundle transportation with other services;

• some of the Company’s customers may reduce the number of carriers they use by selecting so-called “core carriers” as approved service providers or by engaging dedicated providers, and in some instances the Company may not be selected;

• many customers periodically accept bids from multiple carriers for their shipping needs, and this process may depress freight rates or result in the loss of some of the Company’s business to competitors;

• the market for qualified drivers is highly competitive, particularly in the Company’s growing U.S. operations, and the Company’s inability to attract and retain drivers could reduce its equipment utilization and cause the Company to increase compensation, both of which would adversely affect the Company’s profitability;

• economies of scale that may be passed on to smaller carriers by procurement aggregation providers may improve their ability to compete with the Company;

• some of the Company’s smaller competitors may not yet be fully compliant with recently-enacted regulations which may allow such competitors to take advantage of additional driver productivity;

• advances in technology, such as advanced safety systems, automated package sorting, handling and delivery, vehicle platooning, alternative fuel vehicles, autonomous vehicle technology and digitization of freight services, may require the Company to increase investments in order to remain competitive, and the Company’s customers may not be willing to accept higher freight rates to cover the cost of these investments;

• the Company’s competitors may have better safety records than the Company or a perception of better safety records, which could impair the Company’s ability to compete;

• some high-volume package shippers, such as Amazon.com, are developing and implementing in-house delivery capabilities and utilizing independent contractors for deliveries, which could in turn reduce the Company’s revenues and market share;

• the Company’s brand names may be subject to adverse publicity (whether or not justified) and lose significant value, which could result in reduced demand for the Company’s services;

• competition from freight brokerage companies may materially adversely affect the Company’s customer relationships and freight rates; and

• higher fuel prices and, in turn, higher fuel surcharges to the Company’s customers may cause some of the Company’s customers to consider freight transportation alternatives, including rail transportation.

Regulation. In Canada, carriers must obtain licenses issued by provincial transport boards in order to carry goods inter-provincially or to transport goods within any province. Licensing from U.S. and Mexican regulatory authorities is also required for the transportation of goods in Canada, the United States, and Mexico. Any change in or violation of existing or future regulations could have an adverse impact on the scope of the Company’s activities. Future laws and regulations may be more stringent, require changes in the Company’s operating practices, influence the demand for transportation services or require the Company to incur significant additional costs. Higher costs incurred by the Company, or by the Company’s suppliers who pass the costs onto the Company through higher supplies and materials pricing, could adversely affect the Company’s results of operations.

In addition to the regulatory regime applicable to operations in Canada, the Company is increasing its operations in the United States, and is therefore increasingly subject to rules and regulations related to the U.S. transportation industry, including regulation from various federal, state and local agencies, including the Department of Transportation (“DOT”) (in part through the Federal Motor Carrier Safety Administration (“FMCSA”)), the Environmental Protection Agency (“EPA”) and the Department of Homeland Security. Drivers must, both in Canada and the United States, comply with safety and fitness regulations, including those relating to drug and alcohol testing, driver safety performance and hours of service. Weight and dimensions, exhaust emissions and fuel efficiency are also subject to government regulation. The Company may also become subject to new or more restrictive regulations relating to

Management’s Discussion and Analysis

fuel efficiency, exhaust emissions, hours of service, drug and alcohol testing, ergonomics, on-board reporting of operations, collective bargaining, security at ports, speed limitations, driver training and other matters affecting safety or operating methods.

In the United States, there are currently two methods of evaluating the safety and fitness of carriers: the Compliance, Safety, Accountability (“CSA”) program, which evaluates and ranks fleets on certain safety-related standards by analyzing data from recent safety events and investigation results, and the DOT safety rating, which is based on an on-site investigation and affects a carrier’s ability to operate in interstate commerce. Additionally, the FMCSA has proposed rules in the past that would change the methodologies used to determine carrier safety and fitness.

Under the CSA program, carriers are evaluated and ranked against their peers based on seven categories of safety-related data. The seven categories of safety-related data currently include Unsafe Driving, Hours-of-Service Compliance, Driver Fitness, Controlled Substances/Alcohol, Vehicle Maintenance, Hazardous Materials Compliance and Crash Indicator (such categories known as “BASICs”). Carriers are grouped by category with other carriers that have a similar number of safety events (i.e. crashes, inspections, or violations) and carriers are ranked and assigned a rating percentile or score. If the Company were subject to any such interventions, this could have an adverse effect on the Company’s business, financial condition and results of operations. As a result, the Company’s fleet could be ranked poorly as compared to peer carriers. There is no guarantee that the Company will be able to maintain its current safety ratings or that it will not be subject to interventions in the future. The Company recruits first-time drivers to be part of its fleet, and these drivers may have a higher likelihood of creating adverse safety events under CSA. The occurrence of future deficiencies could affect driver recruitment in the United States by causing high-quality drivers to seek employment with other carriers or limit the pool of available drivers or could cause the Company’s customers to direct their business away from the Company and to carriers with higher fleet safety rankings, either of which would materially adversely affect the Company’s business, financial condition and results of operations. In addition, future deficiencies could increase the Company’s insurance expenses. Additionally, competition for drivers with favorable safety backgrounds may increase, which could necessitate increases in driver-related compensation costs. Further, the Company may incur greater than expected expenses in its attempts to improve unfavorable scores.

In December 2016, the FMCSA issued a final rule establishing a national clearinghouse for drug and alcohol testing results and requiring motor carriers and medical review officers to provide records of violations by commercial drivers of FMCSA drug and alcohol testing requirements. Motor carriers in the United States will be required to query the clearinghouse to ensure drivers and driver applicants do not have violations of federal drug and alcohol testing regulations that prohibit them from operating commercial motor vehicles. The final rule became effective on January 4, 2017, with a compliance date of January 6, 2020. In December 2019, however, the FMCSA announced a final rule extending by three years the date for state driver’s licensing agencies to comply with certain requirements. The December 2016 commercial driver’s license rule required states to request information from the clearinghouse about individuals prior to issuing, renewing, upgrading or transferring a commercial driver’s license. This new action will allow states’ compliance with the requirement, which was set to begin January 2020, to be delayed until January 2023. The compliance date of January 2020 remained in place for all other requirements set forth in the clearinghouse final rule, however. Upon implementation, the rule may reduce the number of available drivers in an already constrained driver market. Pursuant to a new rule finalized by the FMCSA, effective November 2021, states are required to query the clearinghouse when issuing, renewing, transferring, or upgrading a commercial drivers license and must revoke a driver’s commercial driving privileges if such driver is prohibited from driving a motor vehicle for one or more drug or alcohol violations.

In addition, other rules have been proposed or made final by the FMCSA, including (i) a rule requiring the use of speed-limiting devices on heavy-duty tractors to restrict maximum speeds, which was proposed in 2016, and (ii) a rule setting out minimum driver training standards for new drivers applying for commercial driver’s licenses for the first time and to experienced drivers upgrading their licenses or seeking a hazardous materials endorsement, which was made final in December 2016 with a compliance date in February 2020 (FMCSA officials delayed implementation of the final rule by two years). In July 2017, the DOT announced that it would no longer pursue a speed limiter rule, but left open the possibility that it could resume such a pursuit in the future. In May 2021, however, a bill was reintroduced in the U.S. House of Representatives that would require commercial motor vehicles with gross weight exceeding 26,000 pounds to eb equipped with a speed limiting device, prohibiting speeds greater than 65 miles per hour. Whether the bill will become law is uncertain. The effect of these rules, to the extent they become effective, could result in a decrease in fleet production and/or driver availability, either of which could materially adversely affect the Company’s business, financial condition and results of operations.

The Company’s subsidiaries with U.S. operating authority currently have a satisfactory DOT rating, which is the highest available rating under the current safety rating scale. If the Company’s subsidiaries with U.S. operating authority were to receive a conditional or unsatisfactory DOT safety rating, it could materially adversely affect the Company’s business, financial condition and results of operations as customer contracts may require a satisfactory DOT safety rating, and a conditional or unsatisfactory rating could materially adversely affect or restrict the Company’s operations and increase the Company’s insurance costs.

The FMCSA has proposed regulations that would modify the existing rating system and the safety labels assigned to motor carriers evaluated by the DOT. Under regulations that were proposed in 2016, the methodology for determining a carrier’s DOT safety rating would be expanded to include the on-road safety performance of the carrier’s drivers and equipment, as well as results obtained from investigations. Exceeding certain thresholds based on such performance or results would cause a carrier to receive an unfit safety rating. The proposed regulations were withdrawn in March 2017, but the FMCSA

Management’s Discussion and Analysis

noted that a similar process may be initiated in the future. If similar regulations were enacted and the Company were to receive an unfit or other negative safety rating, the Company’s business would be materially adversely affected in the same manner as if it received a conditional or unsatisfactory safety rating under the current regulations. In addition, poor safety performance could lead to increased risk of liability, increased insurance, maintenance and equipment costs and potential loss of customers, which could materially adversely affect the Company’s business, financial condition and results of operations. The FMCSA has also indicated that it is in the early phases of a new study on the causation of large truck crashes. Although it remains unclear whether such a study will ultimately be completed, the results of such study could spur further proposed and/or final rules regarding safety and fitness in the United States.

From time to time, the FMCSA proposes and implements changes to regulations impacting hours-of-service. Such changes can negatively impact the Company’s productivity and affect its operations and profitability by reducing the number of hours per day or week the Company’s U.S. drivers and independent contractors may operate and/or disrupt the Company’s network. However, in August 2019, the FMCSA issued a proposal to make changes to its hours-of-service rules that would allow U.S. truck drivers more flexibility with their 30-minute rest break and with dividing their time in the sleeper berth. It also would extend by two hours the duty time for U.S. drivers encountering adverse weather, and extend the shorthaul exemption by lengthening the drivers’ maximum on-duty period from 12 hours to 14 hours. In June 2020, the FMCSA adopted a final rule substantially as proposed, which became effective in September 2020. Certain industry groups have challenged these rules in U.S. courts, and it remains unclear what, if anything, will come from such challenges. Any future changes to U.S. hours-of-service regulations could materially and adversely affect the Company’s operations and profitability.

The U.S. National Highway Traffic Safety Administration, the EPA and certain U.S. states, including California, have adopted regulations that are aimed at reducing tractor emissions and/or increasing fuel economy of the equipment the Company uses. Certain of these regulations are currently effective, with stricter emission and fuel economy standards becoming effective over the next several years. Other regulations have been proposed in the United States that would similarly increase these standards. U.S. federal and state lawmakers and regulators have also adopted or are considering a variety of other climate-change legal requirements related to carbon emissions and greenhouse gas emissions. These legal requirements could potentially limit carbon emissions within certain states and municipalities in the United States. Certain of these legal requirements restrict the location and amount of time that diesel-powered tractors (like the Company’s) may idle, which may force the Company to purchase on-board power units that do not require the engine to idle or to alter the Company’s drivers’ behavior, which might result in a decrease in productivity and/or an increase in driver turnover. All of these regulations have increased, and may continue to increase, the cost of new tractors and trailers and may require the Company to retrofit certain of its tractors and trailers, may increase its maintenance costs, and could impair equipment productivity and increase the Company’s operating costs, particularly if such costs are not offset by potential fuel savings. The occurrence of any of these adverse effects, combined with the uncertainty as to the reliability of the newly-designed diesel engines and the residual values of the Company’s equipment, could materially adversely affect the Company’s business, financial condition and results of operations. Furthermore, any future regulations that impose restrictions, caps, taxes or other controls on emissions of greenhouse gases could adversely affect the Company’s operations and financial results. The Company cannot predict the extent to which its operations and productivity will be impacted by any future regulations. The Company will continue monitoring its compliance with U.S. federal and state environmental regulations.

In March 2014, the U.S. Ninth Circuit Court of Appeals (the “Ninth Circuit”) held that the application of California state wage and hour laws to interstate truck drivers is not pre-empted by U.S. federal law. The case was appealed to the U.S. Supreme Court, which denied certiorari in May 2015, and accordingly, the Ninth Circuit decision stood. However, in December 2018, the FMCSA granted a petition filed by the American Trucking Associations determining that federal law pre-empts California’s wage and hour laws, and interstate truck drivers are not subject to such laws. The FMCSA’s decision was appealed by labor groups and multiple lawsuits were filed in U.S. courts seeking to overturn the decision. I January 2021, however, the Ninth Circuit upheld the FMCSA’s determination that U.S. federal law does pre-empt California’s meal and rest break laws, as applied to drivers of property-carrying commercial motor vehicles. Other current and future U.S. state and local wage and hour laws, including laws related to employee meal breaks and rest periods, may vary significantly from U.S. federal law. Further, driver piece rate compensation, which is an industry standard, has been attacked as non-compliant with state minimum wage laws. As a result, the Company, along with other companies in the industry, is subject to an uneven patchwork of wage and hour laws throughout the United States. In addition, the uncertainty with respect to the practical application of wage and hour laws are, and in the future may be, resulting in additional costs for the Company and the industry as a whole, and a negative outcome with respect to any of the above-mentioned lawsuits could materially affect the Company. If U.S. federal legislation is not passed pre-empting state and local wage and hour laws, the Company will either need to continue complying with the most restrictive state and local laws across its entire fleet in the United States, or revise its management systems to comply with varying state and local laws. Either solution could result in increased compliance and labor costs, driver turnover, decreased efficiency and increased risk of non-compliance. In April 2016, the Food and Drug Administration (“FDA”) published a final rule establishing requirements for shippers, loaders, carriers by motor vehicle and rail vehicle, and receivers engaged in the transportation of food, to use sanitary transportation practices to ensure the safety of the food they transport as part of the FSMA. This rule sets forth requirements related to (i) the design and maintenance of equipment used to transport food, (ii) the measures taken during food transportation to ensure food safety, (iii) the training of carrier personnel in sanitary food transportation practices, and (iv) maintenance and retention of records of written procedures, agreements, and training related to the foregoing items. These requirements took effect for larger carriers in April 2017 and apply to the Company when it acts as a carrier or as a broker.

Management’s Discussion and Analysis

If the Company is found to be in violation of applicable laws or regulations related to the FSMA or if the Company transports food or goods that are contaminated or are found to cause illness and/or death, the Company could be subject to substantial fines, lawsuits, penalties and/or criminal and civil liability, any of which could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Changes in existing regulations and implementation of new regulations, such as those related to trailer size limits, emissions and fuel economy, hours of service, mandating ELDs and drug and alcohol testing in Canada, the United States and Mexico, could increase capacity in the industry or improve the position of certain competitors, either of which could negatively impact pricing and volumes or require additional investments by the Company. The short-term and long-term impacts of changes in legislation or regulations are difficult to predict and could materially adversely affect the Company’s results of operations.

The right to continue to hold applicable licenses and permits is generally subject to maintaining satisfactory compliance with regulatory and safety guidelines, policies and laws. Although the Company is committed to compliance with laws and safety, there is no assurance that it will be in full compliance with them at all times. Consequently, at some future time, the Company could be required to incur significant costs to maintain or improve its compliance record.

United States and Mexican operations. A significant portion of the Company’s revenue is derived from operations in the United States and transportation to and from Mexico. The Company’s international operations are subject to a variety of risks, including fluctuations in foreign currencies, changes in the economic strength or greater volatility in the economies of foreign countries in which the Company does business, difficulties in enforcing contractual rights and intellectual property rights, compliance burdens associated with export and import laws, theft or vandalism, and social, political and economic instability. The Company’s international operations could be adversely affected by restrictions on travel. Additional risks associated with the Company’s international operations include restrictive trade policies, imposition of duties, changes to trade agreements and other treaties, taxes or government royalties by foreign governments, adverse changes in the regulatory environments, including in tax laws and regulations, of the foreign countries in which the Company does business, compliance with anti-corruption and anti-bribery laws, restrictions on the withdrawal of foreign investments, the ability to identify and retain qualified local managers and the challenge of managing a culturally and geographically diverse operation. The Company cannot guarantee compliance with all applicable laws, and violations could result in substantial fines, sanctions, civil or criminal penalties, competitive or reputational harm, litigation or regulatory action and other consequences that might adversely affect the Company’s results of operations.

The current United States Presidential Administration provided informal guidance that it is in favor of certain changes to U.S. tax law, including increasing the corporate tax rate from its current rate of 21%. In the event that the corporate tax rate is increased, the Company’s financial position, and financial results from its United States operations may be adversely affected.

The implementation of tariffs or quotas or changes to certain trade agreements could, among other things, increase the costs of the materials used by the Company’s suppliers to produce new revenue equipment or increase the price of fuel. Such cost increases for the Company’s revenue equipment suppliers would likely be passed on to the Company, and to the extent fuel prices increase, the Company may not be able to fully recover such increases through rate increases or the Company’s fuel surcharge program, either of which could have a material adverse effect on the Company’s business.

The United States-Mexico-Canada Agreement (“USMCA”) entered into effect in July 2020. The USMCA is designed to modernize food and agriculture trade, advance rules of origin for automobiles and trucks, and enhance intellectual property protections, among other matters, according to the Office of the U.S. Trade Representative. It is difficult to predict at this stage what could be the impact of the USMCA on the economy, including the transportation industry. However, given the amount of North American trade that moves by truck it could have a significant impact on supply and demand in the transportation industry, and could adversely impact the amount, movement and patterns of freight transported by the Company.

The U.S. Department of Treasury has broad authority to issue regulations and interpretative guidance that may significantly impact how the Company will apply the law and impact the Company’s results of operations in future periods. The timing and scope of such regulations and interpretative guidance are uncertain. In addition, there is a risk that states within the United States or foreign jurisdictions may amend their tax laws in response to these tax reforms, which could have a material adverse effect on the Company’s results.

In addition, if the Company is unable to maintain its Free and Secure Trade (“FAST”) and U.S. Customs Trade Partnership Against Terrorism (“C-TPAT”) certification statuses, it may have significant border delays, which could cause its cross-border operations to be less efficient than those of competitor carriers that obtain or continue to maintain FAST and C-TPAT certifications.

Operating Environment and Seasonality. The Company is exposed to the following factors, among others, affecting its operating environment:

• the Company’s future insurance and claims expense, including the cost of its liability insurance premiums and the number and dollar amount of claims, may exceed historical levels, which would require the Company to incur additional costs and could reduce the Company’s earnings;

• a decline in the demand for used revenue equipment could result in decreased equipment sales, lower resale values and lower gains (or recording losses) on sales of assets;

Management’s Discussion and Analysis

• tractor and trailer vendors may reduce their manufacturing output in response to lower demand for their products in economic downturns or shortages of component parts, including the current shortage of semiconductors and other components and supplies, such as steel, which may materially adversely affect the Company’s ability to purchase a quantity of new revenue equipment that is sufficient to sustain its desired growth rate and negatively impact the Company’s financial results if it incurs higher costs to purchase tractors and trailers; and

• increased prices for new revenue equipment, design changes of new engines, reduced equipment efficiency resulting from new engines designed to reduce emissions, or decreased availability of new revenue equipment.

The Company’s tractor productivity decreases during the winter season because inclement weather impedes operations and some shippers reduce their shipments after the winter holiday season. Revenue may also be adversely affected by inclement weather and holidays, since revenue is directly related to available working days of shippers. At the same time, operating expenses increase and fuel efficiency declines because of engine idling and harsh weather creating higher accident frequency, increased claims and higher equipment repair expenditures. The Company may also suffer from weather-related or other unforeseen events such as tornadoes, hurricanes, blizzards, ice storms, floods, and fires, which may increase in frequency and severity due to climate change, as well as other man-made disasters. These events may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, damage or destroy the Company’s assets or adversely affect the business or financial condition of the Company’s customers, any of which could materially adversely affect the Company’s results of operations or make the Company’s results of operations more volatile.

General Economic, Credit, and Business Conditions. The Company’s business is subject to general economic, credit, business and regulatory factors that are largely beyond the Company’s control, and which could have a material adverse effect on the Company’s operating results.

The Company’s industry is subject to cyclical pressures, and the Company’s business is dependent on a number of factors that may have a material adverse effect on its results of operations, many of which are beyond the Company’s control. The Company believes that some of the most significant of these factors include (i) excess tractor and trailer capacity in the transportation industry in comparison with shipping demand; (ii) declines in the resale value of used equipment; (iii) limited supply and increased cost of new and used equipment; (iv) recruiting and retaining qualified drivers; (v) strikes, work stoppages or work slowdowns at the Company’s facilities or at customer, port, border crossing or other shipping-related facilities; (vi) compliance with ongoing regulatory requirements; (vii) increases in interest rates, fuel taxes, tolls and license and registration fees; and (vii) rising healthcare and insurance and claims costs in the United States; and (ix) the impact of the COVID-19 pandemic.

The Company is also affected by (i) recessionary economic cycles, which tend to be characterized by weak demand and downward pressure on rates; (ii) changes in customers’ inventory levels and in the availability of funding for their working capital; (iii) changes in the way in which the Company’s customers choose to source or utilize the Company’s services; and (iv) downturns in customers’ business cycles, such as retail and manufacturing, where the Company has significant customer concentration. Economic conditions may adversely affect customers and their demand for and ability to pay for the Company’s services. Customers encountering adverse economic conditions represent a greater potential for loss and the Company may be required to increase its allowance for doubtful accounts.

Economic conditions that decrease shipping demand and increase the supply of available tractors and trailers can exert downward pressure on rates and equipment utilization, thereby decreasing asset productivity. The risks associated with these factors are heightened when the economy is weakened. Some of the principal risks during such times include:

• the Company may experience a reduction in overall freight levels, which may impair the Company’s asset utilization;

• freight patterns may change as supply chains are redesigned, resulting in an imbalance between the Company’s capacity and assets and customers’ freight demand;

• the Company may be forced to accept more loads from freight brokers, where freight rates are typically lower, or may be forced to incur more non-revenue generating miles to obtain loads;

• the Company may increase the size of its fleet during periods of high freight demand during which its competitors also increase their capacity, and the Company may experience losses in greater amounts than such competitors during subsequent cycles of softened freight demand if the Company is required to dispose of assets at a loss to match reduced freight demand;

• customers may solicit bids for freight from multiple trucking companies or select competitors that offer lower rates in an attempt to lower their costs, and the Company may be forced to lower its rates or lose freight; and

• lack of access to current sources of credit or lack of lender access to capital, leading to an inability to secure credit financing on satisfactory terms, or at all.

The Company is subject to cost increases that are outside the Company’s control that could materially reduce the Company’s profitability if it is unable to increase its rates sufficiently. Such cost increases include, but are not limited to, increases in fuel and energy prices, driver and office employee wages, purchased transportation costs, taxes, interest rates, tolls, license and registration fees, insurance premiums and claims, revenue equipment and related maintenance, and tires and other components. Strikes or other work stoppages at the Company’s service centers or at customer, port, border or other shipping locations, deterioration of Canadian, U.S. or Mexican transportation infrastructure and reduced investment in such infrastructure, or actual or

Management’s Discussion and Analysis

threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action against a foreign state or group located in a foreign state or heightened security requirements could lead to wear, tear and damage to the Company’s equipment, driver dissatisfaction, reduced economic demand, reduced availability of credit, increased prices for fuel or temporary closing of the shipping locations or borders between Canada, the United States and Mexico. Further, the Company may not be able to appropriately adjust its costs and staffing levels to meet changing market demands. In periods of rapid change, it is more difficult to match the Company’s staffing level to its business needs.

The Company’s operations, with the exception of its brokerage operations, are capital intensive and asset heavy. If anticipated demand differs materially from actual usage, the Company may have too many or too few assets. During periods of decreased customer demand, the Company’s asset utilization may suffer, and it may be forced to sell equipment on the open market or turn in equipment under certain equipment leases in order to right size its fleet. This could cause the Company to incur losses on such sales or require payments in connection with equipment the Company turns in, particularly during times of a softer used equipment market, either of which could have a material adverse effect on the Company’s profitability.

Although the Company’s business volume is not highly concentrated, its customers’ financial failures or loss of customer business may materially adversely affect the Company. If the Company were unable to generate sufficient cash from operations, it would need to seek alternative sources of capital, including financing, to meet its capital requirements. In the event that the Company were unable to generate sufficient cash from operations or obtain financing on favorable terms in the future, it may have to limit its fleet size, enter into less favorable financing arrangements or operate its revenue equipment for longer periods, any of which could have a materially adverse effect on its profitability.

Coronavirus and its variants (“COVID-19”) outbreak or other similar outbreaks. The recent outbreak of COVID-19, and any other outbreaks of contagious diseases or other adverse public health developments, could have a materially adverse effect on the Company’s financial condition, liquidity, results of operations, and cash flows. The outbreak of COVID-19 has resulted in governmental authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, increased border and port controls and closures, and shutdowns. There is considerable uncertainty regarding such measures and potential future measures, including vaccine, testing and masks mandates, all of which could limit the Company’s ability to meet customer demand, as well as reduce customer demand. Furthermore, government vaccine, testing, and mask mandates may increase the Company’s turnover and make recruiting more difficult, particularly among the Company’s driver personnel.

Certain of the Company’s office personnel have been working remotely, which could disrupt to a certain extent the Company’s management, business, finance, and financial reporting teams. The Company may experience an increase in absences or terminations among its driver and non-driver personnel due to the outbreak of COVID-19, which could have a materially adverse effect on the Company’s operating results. Further, the Company’s operations, particularly in areas of increased COVID-19 infections, could be disrupted resulting in a negative impact on the Company’s operations and results.

The outbreak of COVID-19 has significantly increased uncertainty. Risks related to a slowdown or recession are described in the Company’s risk factor titled “General Economic, Credit and Business Conditions”.

Short-term and long-term developments related to COVID-19 have been unpredictable and the extent to which further developments could impact the Company’s operations, financial condition, access to credit, liquidity, results of operations, and cash flows is highly uncertain. Such developments may include the geographic spread and duration of the virus, the distribution and availability of vaccines, vaccine hesitancy, the severity of the disease and the actions that may be taken by various governmental authorities and other third parties in response to the outbreak.

In November 2021, the U.S. Department of Labor’s Occupational Safety and Health Administration (“OSHA”) published an emergency temporary standard requiring all employers within the U.S. with over 100 employees to ensure that their employees are fully vaccinated or, in the alternative, to ensure that all unvaccinated employees return a negative COVID-19 test at least once a week before coming to work. However, the United States Supreme Court blocked this emergency temporary standard from coming into effect.

Effective January 2022, the Canadian government was prohibiting unvaccinated foreigners, including U.S. citizens, from crossing the border. Effective January 2022, the U.S. Government is prohibiting unvaccinated foreigners, including Canadian citizens, from crossing the U.S.-Canada border and the U.S.-Mexico border. The effect of these border requirements, in addition to any other vaccine, testing, or mask mandates that go into effect may, amongst other things, (i) cause the Company’s employees to go to smaller employers, especially if any future mandates are only subject to larger employers, or leave the trucking industry altogether, (ii) result in logistical issues, increased expenses, and operational issues resulting from ensuring compliance with such mandates, such as the costs of arranging for COVID-19 tests for the Company’s unvaccinated employees, especially for the Company’s unvaccinated drivers, (iii) result in increased costs relating to recruiting and training of drivers, and (iv) result in decreased revenue and other operational issues if we are unable to recruit and retain drivers. Any such vaccine, testing, or mask mandate that is interpreted as to apply to commercial drivers would significantly reduce the pool of drivers available to us and the industry as a whole, exacerbating the current driver shortage even further. Accordingly, any vaccine, testing, or mask mandate, to the extent that it goes into effect, may have a material adverse effect on the Company’s business, the Company’s operations, and the Company’s financial condition and position.

Management’s Discussion and Analysis

Interest Rate Fluctuations. Future cash flows related to variable-rate financial liabilities could be impacted by changes in benchmark rates such as Bankers’ Acceptance or secured overnight financing rate published by the Federal Reserve Bank of New York (“SOFR”). In addition, the Company is exposed to gains and losses arising from changes in interest rates through its derivative financial instruments carried at fair value.

Currency Fluctuations. The Company’s financial results are reported in U.S. dollars and a large portion of the Company’s revenue and operating costs are realized in currencies other than the U.S. dollar, primarily the Canadian dollar. The exchange rates between these currencies and the U.S. dollar have fluctuated in recent years and will likely continue to do so in the future. It is not possible to mitigate all exposure to fluctuations in foreign currency exchange rates. The results of operations are therefore affected by movements of these currencies against the U.S. dollar.

Price and Availability of Fuel. Fuel is one of the Company’s largest operating expenses. Diesel fuel prices fluctuate greatly due to factors beyond the Company’s control, such as political events, commodity futures trading, currency fluctuations, natural and man-made disasters, terrorist activities and armed conflicts, any of which may lead to an increase in the cost of fuel. Fuel prices are also affected by the rising demand for fuel in developing countries and could be materially adversely affected by the use of crude oil and oil reserves for purposes other than fuel production and by diminished drilling activity. Such events may lead not only to increases in fuel prices, but also to fuel shortages and disruptions in the fuel supply chain. Because the Company’s operations are dependent upon diesel fuel, significant diesel fuel cost increases, shortages or supply disruptions could have a material adverse effect on the Company’s business, financial condition and results of operations.

While the Company has fuel surcharge programs in place with a majority of the Company’s customers, which historically have helped the Company offset the majority of the negative impact of rising fuel prices, the Company also incurs fuel costs that cannot be recovered even with respect to customers with which the Company maintains fuel surcharge programs, such as those associated with non-revenue generating miles or time when the Company’s engines are idling. Moreover, the terms of each customer’s fuel surcharge program vary from one division to another, and the recoverability for fuel price increases varies as well. In addition, because the Company’s fuel surcharge recovery lags behind changes in fuel prices, the Company’s fuel surcharge recovery may not capture the increased costs the Company pays for fuel, especially when prices are rising. This could lead to fluctuations in the Company’s levels of reimbursement, such as has occurred in the past. There can be no assurance that such fuel surcharges can be maintained indefinitely or that they will be fully effective.

Insurance. The Company’s operations are subject to risks inherent in the transportation sector, including personal injury, property damage, workers’ compensation and employment and other issues. The Company’s future insurance and claims expenses may exceed historical levels, which could reduce the Company’s earnings. The Company subscribes for insurance in amounts it considers appropriate in the circumstances and having regard to industry norms. Like many in the industry, the Company self-insures a significant portion of the claims exposure related to cargo loss, bodily injury, workers’ compensation and property damages. Due to the Company’s significant self-insured amounts, the Company has exposure to fluctuations in the number or severity of claims and the risk of being required to accrue or pay additional amounts if the Company’s estimates are revised or claims ultimately prove to be in excess of the amounts originally assessed. Further, the Company’s self-insured retention levels could change and result in more volatility than in recent years.

The Company holds a fully-fronted policy of CAD $10 million limit per occurrence for automobile bodily injury, property damage and commercial general liability for its Canadian Insurance Program, subject to certain exceptions. The Company retains a deductible of US $2.25 million for certain U.S. subsidiaries on their primary US $5 million limit policies for automobile bodily injury and property damage, also subject to certain exceptions, and a 50% quota share deductible for the US $5 million limit in excess of US $5 million. The Company retains a deductible of US $1 million on its primary US $5 million limit policy for certain U.S. subsidiaries for commercial general liability. The Company retains deductibles of up to US $1 million per occurrence for workers’ compensation claims. The Company’s liability coverage has a total limit of US $100 million per occurrence for both its Canadian and U.S. divisions.

Although the Company believes its aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that the amount of one or more claims could exceed the Company’s aggregate coverage limits or that the Company will chose not to obtain insurance in respect of such claims. If any claim were to exceed the Company’s coverage, the Company would bear the excess, in addition to the Company’s other self-insured amounts. The Company’s results of operations and financial condition could be materially and adversely affected if (i) cost per claim or the number of claims significantly exceeds the Company’s coverage limits or retention amounts; (ii) the Company experiences a claim in excess of its coverage limits; (iii) the Company’s insurance carriers fail to pay on the Company’s insurance claims; (iv) the Company experiences a significant increase in premiums; or (v) the Company experiences a claim for which coverage is not provided, either because the Company chose not to obtain insurance as a result of high premiums or because the claim is not covered by insurance which the Company has in place.

The Company accrues the costs of the uninsured portion of pending claims based on estimates derived from the Company’s evaluation of the nature and severity of individual claims and an estimate of future claims development based upon historical claims development trends. Actual settlement of the Company’s retained claim liabilities could differ from its estimates due to a number of uncertainties, including evaluation of severity, legal costs and claims that have been incurred but not reported. Due to the Company’s high retained amounts, it has significant exposure to fluctuations in the number and

Management’s Discussion and Analysis

severity of claims. If the Company were required to accrue or pay additional amounts because its estimates are revised or the claims ultimately prove to be more severe than originally assessed, its financial condition and results of operations may be materially adversely affected.

Employee Relations. With the acquisition of UPS Freight and prior Canadian acquisitions, the Company has a substantial number of unionized employees in the U.S. and Canada. Although the Company believes that its relations with its employees are satisfactory, no assurance can be given that the Company will be able to successfully extend or renegotiate the Company’s current collective agreements as they expire from time to time or that additional employees will not attempt to unionize.

The unionization of the Company’s employees in additional business units, adverse changes in terms under collective bargaining agreements, or actual or threatened strikes, work stoppages or slow downs, could have a material adverse effect on the Company’s business, customer retention, results of operations, financial condition and liquidity, and could cause significant disruption of, or inefficiencies in, its operations, because:

• restrictive work rules could hamper the Company’s ability to improve or sustain operating efficiency or could impair the Company’s service reputation and limit its ability to provide certain services;

• a strike or work stoppage could negatively impact the Company’s profitability and could damage customer and employee relationships;

• shippers may limit their use of unionized trucking companies because of the threat of strikes and other work stoppages;

• the Company could fail to extend or renegotiate its collective agreements or experience material increases in wages or benefits;

• disputes with the Company’s unions could arise; and

• an election and bargaining process could divert management’s time and attention from the Company’s overall objectives and impose significant expenses.

The Company’s collective agreements have a variety of expiration dates, to the last of which is in March 2028. In a small number of cases, the expiration date of the collective agreement has passed; in such cases, the Corporation is generally in the process of renegotiating the agreement. The Company cannot predict the effect which any new collective agreements or the failure to enter into such agreements upon the expiry of the current agreements may have on its operations.

The Company has limited experience with unionized employees in the U.S. There may be additional risks related to the increased number of unionized U.S. employees from the acquisition of UPS Freight. The impact the Company’s unionized operations could have on non-unionized operations is uncertain.

Drivers. Increases in driver compensation or difficulties attracting and retaining qualified drivers could have a material adverse effect on the Company’s profitability and the ability to maintain or grow the Company’s fleet.

Like many in the transportation sector, the Company experiences substantial difficulty in attracting and retaining sufficient numbers of qualified drivers. The trucking industry periodically experiences a shortage of qualified drivers. The Company believes the shortage of qualified drivers and intense competition for drivers from other transportation companies will create difficulties in maintaining or increasing the number of drivers and may negatively impact the Company’s ability to engage a sufficient number of drivers, and the Company’s inability to do so may negatively impact its operations. Further, the compensation the Company offers its drivers and independent contractor expenses are subject to market conditions, and the Company may find it necessary to increase driver and independent contractor compensation in future periods.

In addition, the Company and many other trucking companies suffer from a high turnover rate of drivers in the U.S. TL market. This high turnover rate requires the Company to continually recruit a substantial number of new drivers in order to operate existing revenue equipment. Driver shortages are exacerbated during periods of economic expansion, in which alternative employment opportunities, including in the construction and manufacturing industries, which may offer better compensation and/or more time at home, are more plentiful and freight demand increases, or during periods of economic downturns, in which unemployment benefits might be extended and financing is limited for independent contractors who seek to purchase equipment, or the scarcity or growth of loans for students who seek financial aid for driving school. In addition, enrollment at driving schools may be further limited by COVID-19 social distancing requirements, vaccine, testing, and mask mandates, and other regulatory requirements that reduces the number of eligible drivers. The lack of adequate tractor parking along some U.S. highways and congestion caused by inadequate highway funding may make it more difficult for drivers to comply with hours of service regulations and cause added stress for drivers, further reducing the pool of eligible drivers. The Company’s use of team-driven tractors for expedited shipments requires two drivers per tractor, which further increases the number of drivers the Company must recruit and retain in comparison to operations that require one driver per tractor. The Company also employs driver hiring standards, which could further reduce the pool of available drivers from which the Company would hire. If the Company is unable to continue to attract and retain a sufficient number of drivers, the Company could be forced to, among other things, adjust the Company’s compensation packages, increase the number of the Company’s tractors without drivers or operate with fewer trucks and face difficulty meeting shipper demands, any of which could adversely affect the Company’s growth and profitability.

Management’s Discussion and Analysis

Independent Contractors. The Company’s contracts with U.S. independent contractors are governed by U.S. federal leasing regulations, which impose specific requirements on the Company and the independent contractors. If more stringent state or U.S. federal leasing regulations are adopted, U.S. independent contractors could be deterred from becoming independent contractor drivers, which could materially adversely affect the Company’s goal of maintaining its current fleet levels of independent contractors.

The Company provides financing to certain qualified Canadian independent contractors and financial guarantees to a small number of U.S. independent contractors. If the Company were unable to provide such financing or guarantees in the future, due to liquidity constraints or other restrictions, it may experience a decrease in the number of independent contractors it is able to engage. Further, if independent contractors the Company engages default under or otherwise terminate the financing arrangements and the Company is unable to find replacement independent contractors or seat the tractors with its drivers, the Company may incur losses on amounts owed to it with respect to such tractors.

Pursuant to the Company’s fuel surcharge program with independent contractors, the Company pays independent contractors with which it contracts a fuel surcharge that increases with the increase in fuel prices. A significant increase or rapid fluctuation in fuel prices could cause the Company’s costs under this program to be higher than the revenue the Company receives under its customer fuel surcharge programs.

U.S. tax and other regulatory authorities, as well as U.S. independent contractors themselves, have increasingly asserted that U.S. independent contractor drivers in the trucking industry are employees rather than independent contractors, and the Company’s classification of independent contractors has been the subject of audits by such authorities from time to time. U.S. federal and state legislation has been introduced in the past that would make it easier for tax and other authorities to reclassify independent contractors as employees, including legislation to increase the recordkeeping requirements for those that engage independent contractor drivers and to increase the penalties for companies who misclassify their employees and are found to have violated employees’ overtime and/or wage requirements. The most recent example being the Protecting the Rights to Organize (“PRO”) Act, which was passed by the U.S. House of Representatives and received by the U.S. Senate in March 2021 and remains with the U.S. Senate’s Committee on Health, Education, Labor, and Pensions. The PRO Act proposes to apply the “ABC Test” (described below) for classifying workers under Federal Fair Labor Standards Act claims. It is unknown whether any of the proposed legislation will become law or whether any industry-based exemptions from any resulting law will be granted. Additionally, U.S. federal legislators have sought to abolish the current safe harbor allowing taxpayers meeting certain criteria to treat individuals as independent contractors if they are following a long-standing, recognized practice, to extend the U.S. Fair Labor Standards Act to independent contractors and to impose notice requirements based on employment or independent contractor status and fines for failure to comply. Some U.S. states have put initiatives in place to increase their revenue from items such as unemployment, workers’ compensation and income taxes, and a reclassification of independent contractors as employees would help states with this initiative. Further, courts in certain U.S. states have issued decisions that could result in a greater likelihood that independent contractors would be judicially classified as employees in such states.

In September 2019, California enacted a new law, A.B. 5 (“AB5”), that made it more difficult for workers to be classified as independent contractors (as opposed to employees). AB5 provides that the three-pronged “ABC Test” must be used to determine worker classifications in wage order claims. Under the ABC Test, a worker is presumed to be an employee and the burden to demonstrate their independent contractor status is on the hiring company through satisfying all three of the following criteria: (a) the worker is free from control and direction in the performance of services; (b) the worker is performing work outside the usual course of the business of the hiring company; and (c) the worker is customarily engaged in an independently established trade, occupation, or business. How AB5 will be enforced is still to be determined. In January 2021, however, the California Supreme Court ruled that the ABC Test could apply retroactively to all cases not yet final as of the date the original decision was rendered, April 2018. While it was set to enter into effect in January 2020, a U.S. federal judge in California issued a preliminary injunction barring the enforcement of AB5 on the trucking industry while the California Trucking Association (“CTA”) moves forward with its suit seeking to invalidate AB5. The Ninth Circuit rejected the reasoning behind the injunction in April 2021, ruling that AB5 is not pre-empted by U.S. federal law, but granted a stay of the AB5 mandate in June 2021 (preventing its application and temporarily continuing the injunction) while the CTA petitioned the United States Supreme Court (the “Supreme Court”) to review the decision. In November 2021, the Supreme Court requested that the U.S. solicitor general weigh in on the case. The injunction will remain in place until the Supreme Court makes a decision on whether to proceed in hearing the case. While the stay of the AB5 mandate provides temporary relief to the enforcement of AB5, it remains unclear how long such relief will last, and whether the CTA will ultimately be successful in invalidating the law. It is also possible AB5 will spur similar legislation in states other than California, which could adversely affect the Company’s results of operations and profitability.

U.S. class action lawsuits and other lawsuits have been filed against certain members of the Company’s industry seeking to reclassify independent contractors as employees for a variety of purposes, including workers’ compensation and health care coverage. In addition, companies that use lease purchase independent contractor programs, such as the Company, have been more susceptible to reclassification lawsuits, and several recent decisions have been made in favor of those seeking to classify independent contractor truck drivers as employees. U.S. taxing and other regulatory authorities and courts apply a variety of standards in their determination of independent contractor status. If the independent contractors with whom the Company contracts are determined to be employees, the Company would incur additional exposure under U.S. federal and state tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings, and the

Management’s Discussion and Analysis

Company’s business, financial condition and results of operations could be materially adversely affected. The Company has settled certain class action cases in Massachusetts and California in the past with independent contractors who alleged they were misclassified.

Acquisitions and Integration Risks. Historically, acquisitions have been a part of the Company’s growth strategy. The Company may not be able to successfully integrate acquisitions into the Company’s business, or may incur significant unexpected costs in doing so. Further, the process of integrating acquired businesses may be disruptive to the Company’s existing business and may cause an interruption or reduction of the Company’s business as a result of the following factors, among others:

• loss of drivers, key employees, customers or contracts;

• possible inconsistencies in or conflicts between standards, controls, procedures and policies among the combined companies and the need to implement company-wide financial, accounting, information technology and other systems;

• failure to maintain or improve the safety or quality of services that have historically been provided;

• inability to retain, integrate, hire or recruit qualified employees;

• unanticipated environmental or other liabilities;

• risks of entering new markets or business offerings in which we have had no or only limited prior experience;

• failure to coordinate geographically dispersed organizations; and

• the diversion of management’s attention from the Company’s day-to-day business as a result of the need to manage any disruptions and difficulties and the need to add management resources to do so.

Given the nature and size of UPS Freight, as well as the structure of the acquisition as a carveout from UPS, the acquisition of UPS Freight presents the following risks, in addition to risks noted elsewhere in these risk factors:

• a large portion of the business of UPS Freight prior to the acquisition was with affiliates of UPS. While there are transportation service agreements in effect with such affiliates of UPS, such affiliates may decide to reduce or eliminate business with the Company in the future and we have limited contractual protections to prevent the loss of such business;

• some of the information and operating systems of UPS Freight were integrated with UPS prior to the acquisition. The Company is in the process of transitioning such systems and could experience disruptions during the transition or difficulty or delay in building its systems and personnel to operate them;

• the Company had limited experience in the U.S. LTL market prior to the acquisition and we may be unsuccessful in integrating UPS Freight and operating it profitably;

• given the size and complexity of the acquired U.S. LTL operations of UPS Freight, management’s attention may be diverted from other areas of the Company; and

• the Company acquired a substantial number of unionized U.S. employees in the acquisition and unionized employees present significant risks.

Anticipated cost savings, synergies, revenue enhancements or other benefits from any acquisitions that the Company undertakes may not materialize in the expected timeframe or at all. The Company’s estimated cost savings, synergies, revenue enhancements and other benefits from acquisitions are subject to a number of assumptions about the timing, execution and costs associated with realizing such synergies. Such assumptions are inherently uncertain and are subject to a wide variety of significant business, economic and competition risks. There can be no assurance that such assumptions will turn out to be correct and, as a result, the amount of cost savings, synergies, revenue enhancements and other benefits the Company actually realizes and/or the timing of such realization may differ significantly (and may be significantly lower) from the ones the Company estimated, and the Company may incur significant costs in reaching the estimated cost savings, synergies, revenue enhancements or other benefits. Further, management of acquired operations through a decentralized approach may create inefficiencies or inconsistencies.

Many of the Company’s recent acquisitions have involved the purchase of stock of existing companies. These acquisitions, as well as acquisitions of substantially all of the assets of a company, may expose the Company to liability for actions taken by an acquired business and its management before the Company’s acquisition. The due diligence the Company conducts in connection with an acquisition and any contractual guarantees or indemnities that the Company receives from the sellers of acquired companies may not be sufficient to protect the Company from, or compensate the Company for, actual liabilities. The representations made by the sellers expire at varying periods after the closing. A material liability associated with an acquisition, especially where there is no right to indemnification, could adversely affect the Company’s results of operations, financial condition and liquidity.

The Company continues to review acquisition and investment opportunities in order to acquire companies and assets that meet the Company’s investment criteria, some of which may be significant. Depending on the number of acquisitions and investments and funding requirements, the Company may need to raise substantial additional capital and increase the Company’s indebtedness. Instability or disruptions in the capital markets, including credit markets, or the deterioration of the Company’s financial condition due to internal or external factors, could restrict or prohibit access to the capital markets and could also increase the Company’s cost of capital. To the extent the Company raises additional capital through the sale of equity, equity-linked or convertible debt securities, the issuance of such securities could result in dilution to the Company’s existing shareholders. If the Company raises additional funds through the issuance of debt securities, the terms of such debt could impose additional restrictions and costs on the Company’s operations. Additional

Management’s Discussion and Analysis

capital, if required, may not be available on acceptable terms or at all. If the Company is unable to obtain additional capital at a reasonable cost, the Company may be required to forego potential acquisitions, which could impair the execution of the Company’s growth strategy.

The Company routinely evaluates its operations and considers opportunities to divest certain of its assets. In addition, the Company faces competition for acquisition opportunities. This external competition may hinder the Company’s ability to identify and/or consummate future acquisitions successfully. There is also a risk of impairment of acquired goodwill and intangible assets. This risk of impairment to goodwill and intangible assets exists because the assumptions used in the initial valuation, such as interest rates or forecasted cash flows, may change when testing for impairment is required.

There is no assurance that the Company will be successful in identifying, negotiating, consummating or integrating any future acquisitions. If the Company does not make any future acquisitions, or divests certain of its operations, the Company’s growth rate could be materially and adversely affected. Any future acquisitions the Company does undertake could involve the dilutive issuance of equity securities or the incurring of additional indebtedness.

Growth. There is no assurance that in the future, the Company’s business will grow substantially or without volatility, nor is there any assurance that the Company will be able to effectively adapt its management, administrative and operational systems to respond to any future growth. Furthermore, there is no assurance that the Company’s operating margins will not be adversely affected by future changes in and expansion of its business or by changes in economic conditions or that it will be able to sustain or improve its profitability in the future.

Environmental Matters. The Company uses storage tanks at certain of its Canadian and U.S. transportation terminals. Canadian and U.S. laws and regulations generally impose potential liability on the present and former owners or occupants or custodians of properties on which contamination has occurred, as well as on parties who arranged for the disposal of waste at such properties. Although the Company is not aware of any contamination which, if remediation or clean-up were required, would have a material adverse effect on it, certain of the Company’s current or former facilities have been in operation for many years and over such time, the Company or the prior owners, operators or custodians of the properties may have generated and disposed of wastes which are or may be considered hazardous. Liability under certain of these laws and regulations may be imposed on a joint and several basis and without regard to whether the Company knew of, or was responsible for, the presence or disposal of these materials or whether the activities giving rise to the contamination was legal when it occurred. In addition, the presence of those substances, or the failure to properly dispose of or remove those substances, may adversely affect the Company’s ability to sell or rent that property. If the Company incurs liability under these laws and regulations and if it cannot identify other parties which it can compel to contribute to its expenses and who are financially able to do so, it could have a material adverse effect on the Company’s financial condition and results of operations. There can be no assurance that the Company will not be required at some future date to incur significant costs or liabilities pursuant to environmental laws, or that the Company’s operations, business or assets will not be materially affected by current or future environmental laws.

The Company’s transportation operations and its properties are subject to extensive and frequently-changing federal, provincial, state, municipal and local environmental laws, regulations and requirements in Canada, the United States and Mexico relating to, among other things, air emissions, the management of contaminants, including hazardous substances and other materials (including the generation, handling, storage, transportation and disposal thereof), discharges and the remediation of environmental impacts (such as the contamination of soil and water, including ground water). A risk of environmental liabilities is inherent in transportation operations, historic activities associated with such operations and the ownership, management and control of real estate.

Environmental laws may authorize, among other things, federal, provincial, state and local environmental regulatory agencies to issue orders, bring administrative or judicial actions for violations of environmental laws and regulations or to revoke or deny the renewal of a permit. Potential penalties for such violations may include, among other things, civil and criminal monetary penalties, imprisonment, permit suspension or revocation and injunctive relief. These agencies may also, among other things, revoke or deny renewal of the Company’s operating permits, franchises or licenses for violations or alleged violations of environmental laws or regulations and impose environmental assessment, removal of contamination, follow up or control procedures.

Environmental Contamination. The Company could be subject to orders and other legal actions and procedures brought by governmental or private parties in connection with environmental contamination, emissions or discharges. If the Company is involved in a spill or other accident involving hazardous substances, if there are releases of hazardous substances the Company transports, if soil or groundwater contamination is found at the Company’s current or former facilities or results from the Company’s operations, or if the Company is found to be in violation of applicable laws or regulations, the Company could be subject to cleanup costs and liabilities, including substantial fines or penalties or civil and criminal liability, any of which could have a materially adverse effect on the Company’s business and operating results.

Key Personnel. The future success of the Company will be based in large part on the quality of the Company’s management and key personnel. The Company’s management and key personal possess valuable knowledge about the transportation and logistics industry and their knowledge of and relationships with the Company’s key customers and vendors would be difficult to replace. The loss of key personnel could have a negative effect on the Company. There can be no assurance that the Company will be able to retain its current key personnel or, in the event of their departure, to develop or attract new personnel of equal quality.

Management’s Discussion and Analysis

Dependence on Third Parties. Certain portions of the Company’s business are dependent upon the services of third-party capacity providers, including other transportation companies. For that portion of the Company’s business, the Company does not own or control the transportation assets that deliver the customers’ freight, and the Company does not employ the people directly involved in delivering the freight. This reliance could cause delays in reporting certain events, including recognizing revenue and claims. These third-party providers seek other freight opportunities and may require increased compensation in times of improved freight demand or tight trucking capacity. The Company’s inability to secure the services of these third parties could significantly limit the Company’s ability to serve its customers on competitive terms. Additionally, if the Company is unable to secure sufficient equipment or other transportation services to meet the Company’s commitments to its customers or provide the Company’s services on competitive terms, the Company’s operating results could be materially and adversely affected. The Company’s ability to secure sufficient equipment or other transportation services is affected by many risks beyond the Company’s control, including equipment shortages in the transportation industry, particularly among contracted carriers, interruptions in service due to labor disputes, changes in regulations impacting transportation and changes in transportation rates.

Loan Default. The agreements governing the Company’s indebtedness, including the Credit Facility and the Term Loan, contain certain restrictions and other covenants relating to, among other things, funded debt, distributions, liens, investments, acquisitions and dispositions outside the ordinary course of business and affiliate transactions. If the Company fails to comply with any of its financing arrangement covenants, restrictions and requirements, the Company could be in default under the relevant agreement, which could cause cross-defaults under other financing arrangements. In the event of any such default, if the Company failed to obtain replacement financing or amendments to or waivers under the applicable financing arrangement, the Company may be unable to pay dividends to its shareholders, and its lenders could cease making further advances, declare the Company’s debt to be immediately due and payable, fail to renew letters of credit, impose significant restrictions and requirements on the Company’s operations, institute foreclosure procedures against their collateral, or impose significant fees and transaction costs. If debt acceleration occurs, economic conditions may make it difficult or expensive to refinance the accelerated debt or the Company may have to issue equity securities, which would dilute share ownership. Even if new financing is made available to the Company, credit may not be available to the Company on acceptable terms. A default under the Company’s financing arrangements could result in a materially adverse effect on its liquidity, financial condition and results of operations. As at the date hereof, the Company is in compliance with all of its debt covenants and obligations.

Credit Facilities. The Company has significant ongoing capital requirements that could affect the Company’s profitability if the Company is unable to generate sufficient cash from operations and/or obtain financing on favorable terms. The trucking industry and the Company’s trucking operations are capital intensive, and require significant capital expenditures annually. The amount and timing of such capital expenditures depend on various factors, including anticipated freight demand and the price and availability of assets. If anticipated demand differs materially from actual usage, the Company’s trucking operations may have too many or too few assets. Moreover, resource requirements vary based on customer demand, which may be subject to seasonal or general economic conditions. During periods of decreased customer demand, the Company’s asset utilization may suffer, and it may be forced to sell equipment on the open market or turn in equipment under certain equipment leases in order to right size its fleet. This could cause the Company to incur losses on such sales or require payments in connection with such turn ins, particularly during times of a softer used equipment market, either of which could have a materially adverse effect on the Company’s profitability.

The Company’s indebtedness may increase from time to time in the future for various reasons, including fluctuations in results of operations, capital expenditures and potential acquisitions. The agreements governing the Company’s indebtedness, including the Credit Facility and the Term Loan, mature on various dates, ranging from 2023 to 2036. There can be no assurance that such agreements governing the Company’s indebtedness will be renewed or refinanced, or if renewed or refinanced, that the renewal or refinancing will occur on equally favorable terms to the Company. The Company’s ability to pay dividends to shareholders and ability to purchase new revenue equipment may be adversely affected if the Company is not able to renew the Credit Facility or the Term Loan or arrange refinancing of any indebtedness, or if such renewal or refinancing, as the case may be, occurs on terms materially less favorable to the Company than at present. If the Company is unable to generate sufficient cash flow from operations and obtain financing on terms favorable to the Company in the future, the Company may have to limit the Company’s fleet size, enter into less favorable financing arrangements or operate the Company’s revenue equipment for longer periods, any of which may have a material adverse effect on the Company’s operations.

Increased prices for new revenue equipment, design changes of new engines, decreased availability of new revenue equipment and future use of autonomous tractors could have a material adverse effect on the Company’s business, financial condition, operations, and profitability.

The Company is subject to risk with respect to higher prices for new equipment for its trucking operations. The Company has experienced an increase in prices for new tractors in recent years, and the resale value of the tractors has not increased to the same extent. Prices have increased and may continue to increase, due to, among other reasons, (i) increases in commodity prices; (ii) U.S. government regulations applicable to newly-manufactured tractors, trailers and diesel engines; (iii) the pricing discretion of equipment manufacturers; and (iv) component and supply chain issues that limit availability of new equipment and increase prices. Increased regulation has increased the cost of the Company’s new tractors and could impair equipment productivity, in some cases, resulting in lower fuel mileage, and increasing the Company’s operating expenses. Further regulations with stricter emissions and efficiency requirements have been proposed that would further increase the Company’s costs and impair equipment productivity. These adverse effects, combined with the uncertainty as to the reliability of the vehicles equipped with the newly designed diesel engines and the residual values realized from the disposition

Management’s Discussion and Analysis

of these vehicles could increase the Company’s costs or otherwise adversely affect the Company’s business or operations as the regulations become effective. Over the past several years, some manufacturers have significantly increased new equipment prices, in part to meet new engine design and operations requirements. Furthermore, future use of autonomous tractors could increase the price of new tractors and decrease the value of used non-autonomous tractors. The Company’s business could be harmed if it is unable to continue to obtain an adequate supply of new tractors and trailers for these or other reasons. As a result, the Company expects to continue to pay increased prices for equipment and incur additional expenses for the foreseeable future.

Tractor and trailer vendors may reduce their manufacturing output in response to lower demand for their products in economic downturns or shortages of component parts. Currently, tractor and trailer manufacturers are experiencing significant shortages of semiconductor chips and other component parts and supplies, including steel, forcing many manufacturers to curtail or suspend their production, which has led to a lower supply of tractors and trailers, higher prices, and lengthened trade cycles, which could have a material adverse effect on the Company’s business, financial condition, and results of operations, particularly the Company’s maintenance expense and driver retention.

The Company has certain revenue equipment leases and financing arrangements with balloon payments at the end of the lease term equal to the residual value the Company is contracted to receive from certain equipment manufacturers upon sale or trade back to the manufacturers. If the Company does not purchase new equipment that triggers the trade-back obligation, or the equipment manufacturers do not pay the contracted value at the end of the lease term, the Company could be exposed to losses equal to the excess of the balloon payment owed to the lease or finance company over the proceeds from selling the equipment on the open market.

The Company has trade-in and repurchase commitments that specify, among other things, what its primary equipment vendors will pay it for disposal of a certain portion of the Company’s revenue equipment. The prices the Company expects to receive under these arrangements may be higher than the prices it would receive in the open market. The Company may suffer a financial loss upon disposition of its equipment if these vendors refuse or are unable to meet their financial obligations under these agreements, it does not enter into definitive agreements that reflect favorable equipment replacement or trade-in terms, it fails to or is unable to enter into similar arrangements in the future, or it does not purchase the number of new replacement units from the vendors required for such trade-ins.

Used equipment prices are subject to substantial fluctuations based on freight demand, supply of used trucks, availability of financing, presence of buyers for export and commodity prices for scrap metal. These and any impacts of a depressed market for used equipment could require the Company to dispose of its revenue equipment below the carrying value. This leads to losses on disposal or impairments of revenue equipment, when not otherwise protected by residual value arrangements. Deteriorations of resale prices or trades at depressed values could cause losses on disposal or impairment charges in future periods.

Difficulty in obtaining goods and services from the Company’s vendors and suppliers could adversely affect its business.

The Company is dependent upon its vendors and suppliers for certain products and materials. The Company believes that it has positive vendor and supplier relationships and it is generally able to obtain acceptable pricing and other terms from such parties. If the Company fails to maintain positive relationships with its vendors and suppliers, or if its vendors and suppliers are unable to provide the products and materials it needs or undergo financial hardship, the Company could experience difficulty in obtaining needed goods and services because of production interruptions, limited material availability or other reasons. As a consequence, the Company’s business and operations could be adversely affected.

Customer and Credit Risks. The Company provides services to clients primarily in Canada, the United States and Mexico. The concentration of credit risk to which the Company is exposed is limited due to the significant number of customers that make up its client base and their distribution across different geographic areas. Furthermore, no client accounted for more than 5% of the Company’s total accounts receivable for the year ended December 31, 2022. Generally, the Company does not have long-term contracts with its major customers. Accordingly, in response to economic conditions, supply and demand factors in the industry, the Company’s performance, the Company’s customers’ internal initiatives or other factors, the Company’s customers may reduce or eliminate their use of the Company’s services, or may threaten to do so in order to gain pricing and other concessions from the Company.

Economic conditions and capital markets may adversely affect the Company’s customers and their ability to remain solvent. The customers’ financial difficulties can negatively impact the Company’s results of operations and financial condition, especially if those customers were to delay or default in payment to the Company. For certain customers, the Company has entered into multi-year contracts, and the rates the Company charges may not remain advantageous.

Availability of Capital. If the economic and/or the credit markets weaken, or the Company is unable to enter into acceptable financing arrangements to acquire revenue equipment, make investments and fund working capital on terms favorable to it, the Company’s business, financial results and results of operations could be materially and adversely affected. The Company may need to incur additional indebtedness, reduce dividends or sell additional shares in order to accommodate these items. A decline in the credit or equity markets and any increase in volatility could make it more difficult for the Company to obtain financing and may lead to an adverse impact on the Company’s profitability and operations.

Management’s Discussion and Analysis

Information Systems. The Company depends heavily on the proper functioning, availability and security of the Company’s information and communication systems, including financial reporting and operating systems, in operating the Company’s business. The Company’s operating system is critical to understanding customer demands, accepting and planning loads, dispatching equipment and drivers and billing and collecting for the Company’s services. The Company’s financial reporting system is critical to producing accurate and timely financial statements and analyzing business information to help the Company manage its business effectively. The Company receives and transmits confidential data with and among its customers, drivers, vendors, employees and service providers in the normal course of business.

The Company’s operations and those of its technology and communications service providers are vulnerable to interruption by natural disasters, such as fires, storms, and floods, which may increase in frequency and severity due to climate change, as well as other events beyond the Company’s control, including cybersecurity breaches and threats, such as hackers, malware and viruses, power loss, telecommunications failure, terrorist attacks and Internet failures. The Company’s systems are also vulnerable to unauthorized access and viewing, misappropriation, altering or deleting of information, including customer, driver, vendor, employee and service provider information and its proprietary business information. If any of the Company’s critical information systems fail, are breached or become otherwise unavailable, the Company’s ability to manage its fleet efficiently, to respond to customers’ requests effectively, to maintain billing and other records reliably, to maintain the confidentiality of the Company’s data and to bill for services and prepare financial statements accurately or in a timely manner would be challenged. Any significant system failure, upgrade complication, cybersecurity breach or other system disruption could interrupt or delay the Company’s operations, damage its reputation, cause the Company to lose customers, cause the Company to incur costs to repair its systems, pay fines or in respect of litigation or impact the Company’s ability to manage its operations and report its financial performance, any of which could have a material adverse effect on the Company’s business.

Litigation. The Company’s business is subject to the risk of litigation by employees, customers, vendors, government agencies, shareholders and other parties. The outcome of litigation is difficult to assess or quantify, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend litigation may also be significant. Not all claims are covered by the Company’s insurance, and there can be no assurance that the Company’s coverage limits will be adequate to cover all amounts in dispute. In the United States, where the Company has growing operations, many trucking companies have been subject to class-action lawsuits alleging violations of various federal and state wage laws regarding, among other things, employee classification, employee meal breaks, rest periods, overtime eligibility, and failure to pay for all hours worked. A number of these lawsuits have resulted in the payment of substantial settlements or damages by the defendants. The Company may at some future date be subject to such a class-action lawsuit. In addition, the Company may be subject, and has been subject in the past, to litigation resulting from trucking accidents. The number and severity of litigation claims may be worsened by distracted driving by both truck drivers and other motorists. To the extent the Company experiences claims that are uninsured, exceed the Company’s coverage limits, involve significant aggregate use of the Company’s self-insured retention amounts or cause increases in future funded premiums, the resulting expenses could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows.

Remote Work. The Company has, and will continue to have, a portion of its employees that work from home full-time or under flexible work arrangements, which exposes the Company to additional cybersecurity risks. Employees working remotely may expose the Company to cybersecurity risks through: (i) unauthorized access to sensitive information as a result of increased remote access, including employees' use of Company-owned and personal devices and videoconferencing functions and applications to remotely handle, access, discuss or transmit confidential information, (ii) increased exposure to phishing and other scams as cybercriminals may, among other things, install malicious software on the Company's systems and equipment and access sensitive information, and (iii) violation of international, federal, or state-specific privacy laws. The Company believes that the increased number of employees working remotely has incrementally increased the cyber risk profile of the Company, but the Company is unable to predict the extent or impacts of those risks at this time. A significant disruption of our information technology systems, unauthorized access or a loss of confidential information, or legal claims resulting from a privacy law could have a material adverse effect on the Company.

Internal Control. Beginning with the year ended December 31, 2021, the Company is required, pursuant to Section 404 of the U.S. Sarbanes-Oxley Act, to furnish a report by management on the effectiveness of its internal control over financial reporting. In addition, the Company’s independent registered public accounting firm must report on its evaluation of the Company’s internal control over financial reporting. The Company reported material weaknesses as of December 31, 2021 which were remediated in 2022 such that the 2022 evaluation of internal controls over financial reporting were effective. If the Company fails to comply with Section 404 of the Sarbanes-Oxley Act and does not maintain effective internal controls in the future, it could result in a material misstatement of the Company’s financial statements, which could cause investors to lose confidence in the Company’s financial statements and cause the trading price of the Common Shares to decline.

Material Transactions. The Company has acquired numerous companies pursuant to its acquisition strategy and, in addition, has sold business units, including the sale in February 2016 of its then-Waste Management segment for CAD $800 million. The Company buys and sells business units in the normal course of its business. Accordingly, at any given time, the Company may consider, or be in the process of negotiating, a number of potential acquisitions and dispositions, some of which may be material in size. In connection with such potential transactions, the Company regularly enters into non-disclosure or confidentiality agreements, indicative term sheets, non-binding letters of intent and other similar agreements with potential sellers and

Management’s Discussion and Analysis

buyers, and conducts extensive due diligence as applicable. These potential transactions may relate to some or all of the Company’s four reportable segments, that is, TL, Logistics, LTL, and Package and Courier. The Company’s active acquisition and disposition strategy requires a significant amount of management time and resources. Although the Company complies with its disclosure obligations under applicable securities laws, the announcement of any material transaction by the Company (or rumors thereof, even if unfounded) could result in volatility in the market price and trading volume of the Common Shares. Further, the Company cannot predict the reaction of the market, or of the Company’s stakeholders, customers or competitors, to the announcement of any such material transaction or to rumors thereof.

Dividends and Share Repurchases. The payment of future dividends and the amount thereof is uncertain and is at the sole discretion of the Board of Directors of the Company and is considered each quarter. The payment of dividends is dependent upon, among other things, operating cash flow generated by the Company, its financial requirements for operations, the execution of its growth strategy and the satisfaction of solvency tests imposed by the Canada Business Corporations Act for the declaration and payment of dividends. Similarly, any future repurchase of shares by the Company is at the sole discretion of the Board of Directors and is dependent on the factors described above. Any future repurchase of shares by the Company is uncertain.

Attention on Environmental, Social and Governance (ESG) Matters. Companies are facing increasing attention from stakeholders relating to ESG matters, including environmental stewardship, social responsibility, and diversity and inclusion. Organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to negative sentiment toward the Company, which could have a negative impact on the Company's stock price.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of the 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 establishing the fair value of intangible assets related to business combinations, determining estimates and assumptions related to impairment tests for goodwill, determining estimates and assumptions related to the accrued benefit obligation, and determining estimates and assumptions related to the evaluation of provisions for self-insurance and litigations. These estimates and assumptions are based on management’s best estimates and judgments. Key drivers in critical estimates are as follows:

Fair value of intangible assets related to business combinations

• Projected future cash flows

• Acquisition specific discount rate

• Attrition rate established from historical trends

Impairment tests for goodwill

• Discount rates

• Forecasted revenue growth, operating margin, EBITDA margin as well as capital expenditures

• Comparable public company EBITDA multiples

Accrued benefit obligation

• Discount rates

• Salary growth

• Mortality tables

Self-Insurance and litigations

• Historical claim experience, severity factors affecting the amounts ultimately paid, and current and expected levels of cost per claims

• Third party evaluations

Management’s Discussion and Analysis

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.

CHANGES IN ACCOUNTING POLICIES

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, 2023, and have been applied in preparing the unaudited condensed consolidated interim financial statements:

Definition of Accounting Estimates (Amendments to IAS 8)

These new standards did not have a material impact on the Company’s unaudited condensed consolidated interim financial statements.

To be adopted in future periods

The following new standards and amendments to standards are not yet effective for the year ended December 31, 2023, and have not been applied in preparing the unaudited condensed consolidated interim financial statements:

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

Lease Liability in a Sales and Leaseback (Amendments to IFRS 16)

Further information can be found in note 3 of the March 31, 2023, unaudited condensed consolidated interim financial statements.

CONTROLS AND PROCEDURES

In compliance with the provisions of Canadian Securities Administrators’ National Instrument 52-109 and the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has filed certificates signed by the President and Chief Executive Officer (“CEO”) and by the Chief Financial Officer (“CFO”) that, among other things, report on:

• their responsibility for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the Company; and

• the design of disclosure controls and procedures and the design of internal controls over financial reporting.

Disclosure controls and procedures

The President and Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), have designed disclosure controls and procedures (as defined in National Instrument 52-109 and Rule 13a-15(e) and 15d-15(e) under the Exchange Act), or have caused them to be designed under their supervision, in order to provide reasonable assurance that:

• material information relating to the Company is made known to the CEO and CFO by others; and

• information required to be disclosed by the Company in its filings, under applicable securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.

As at March 31, 2023, an evaluation was carried out under the supervision of the CEO and CFO, of the design of the Company’s disclosure controls and procedures. Based on this evaluation, the CEO and CFO concluded that the Company's disclosure controls and procedures were appropriately designed as at March 31, 2023.

Management’s Annual Report on Internal Controls over Financial Reporting

The CEO and CFO have also designed internal control over financial reporting (as defined in National Instrument 52-109 and Rules 13a-15(f) and 15d-15(f) under the Exchange Act), or have caused them to be designed under their supervision, in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

As at December 31, 2022 an evaluation was carried out, under the supervision of the CEO and the CFO, of the effectiveness of the Company’s internal control over financial reporting. Based on this evaluation, the CEO and the CFO concluded that the Company’s internal control over financial reporting were appropriately designed and operating effectively as at December 31, 2022. The control framework used to design the Company’s internal controls over financial reporting is based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) on Internal Control – Integrated Framework (2013 framework).

The effectiveness of internal controls over financial reporting as of December 31, 2022 has been audited by KPMG LLP, the Company’s registered public accounting firm that audited the consolidated financial statements and is included with the Company’s consolidated financial statements. KPMG LLP has concluded the Company has maintained effective internal control over financial reporting as of December 31, 2022.

Management’s Discussion and Analysis

Limitation on scope of design

As permitted under the relevant securities rules, the Company had previously limited the scope of its evaluation of disclosure controls and procedures and internal control over financial reporting to exclude controls, policies and procedures of UPS Freight (now TForce Freight) as it was acquired not more than 365 days before the end of the financial period to which the CEO and CFO certificates relate. Beginning May 1, 2022 there is no longer a scope limitation with regards to TForce Freight as the it has been acquired over 365 days ago.

Changes in internal controls over financial reporting

No changes were made to the Company’s internal controls over financial reporting during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

EX-99

Exhibit 99.3

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the first quarter ended

March 31, 2023

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	March 31,<br>2023			December 31,<br>2022
Assets
Cash and cash equivalents			136,360			147,117
Trade and other receivables			949,347			1,030,726
Inventoried supplies			21,560			24,181
Current taxes recoverable			14,562			12,788
Prepaid expenses			50,928			38,501
Assets held for sale			11,075			10,250
Current assets			1,183,832			1,263,563
Property and equipment	7		2,152,329			2,131,955
Right-of-use assets	8		369,204			381,640
Intangible assets	9		1,655,643			1,592,110
Investments	10		104,874			85,964
Employee benefits	13		-			4,359
Other assets			19,428			19,192
Deferred tax assets			19,106			27,047
Non-current assets			4,320,584			4,242,267
Total assets			5,504,416			5,505,830
Liabilities
Trade and other payables			683,339			708,768
Current taxes payable			2,746			41,714
Provisions	14		43,029			43,903
Other financial liabilities			17,413			19,275
Long-term debt	11		32,998			37,087
Lease liabilities	12		114,460			115,934
Current liabilities			893,985			966,681
Long-term debt	11		1,270,267			1,278,670
Lease liabilities	12		285,494			297,105
Employee benefits	13		13,121			-
Provisions	14		124,700			131,736
Other financial liabilities			11,084			382
Deferred tax liabilities			374,112			368,186
Non-current liabilities			2,078,778			2,076,079
Total liabilities			2,972,763			3,042,760
Equity
Share capital	15		1,126,140			1,089,229
Contributed surplus	15, 17		28,039			41,491
Accumulated other comprehensive loss			(210,707	)		(233,321	)
Retained earnings			1,588,181			1,565,671
Total equity			2,531,653			2,463,070
Contingencies, letters of credit and other commitments	21
Total liabilities and equity			5,504,416			5,505,830

The notes on pages 7 to 23 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
		ended			ended
	Note	March 31, 2023			March 31, 2022
Revenue			1,560,427			1,893,848
Fuel surcharge			289,750			297,671
Total revenue			1,850,177			2,191,519
Materials and services expenses	18		940,280			1,140,408
Personnel expenses			542,272			624,835
Other operating expenses			112,438			116,205
Depreciation of property and equipment	7		59,047			64,447
Depreciation of right-of-use assets	8		31,435			31,524
Amortization of intangible assets	9		13,573			14,261
Gain on sale of rolling stock and equipment			(8,212	)		(19,826	)
Gain on derecognition of right-of-use assets			(807	)		(57	)
Gain on sale of land and buildings			-			(44	)
Gain on sale of assets held for sale			(6,251	)		-
Total operating expenses			1,683,775			1,971,753
Operating income			166,402			219,766
Finance (income) costs
Finance income	19		(1,710	)		(66	)
Finance costs	19		18,839			20,255
Net finance costs			17,129			20,189
Income before income tax			149,273			199,577
Income tax expense	20		37,355			51,854
Net income			111,918			147,723
Earnings per share
Basic earnings per share	16		1.29			1.61
Diluted earnings per share	16		1.27			1.57

The notes on pages 7 to 23 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
	ended		ended
	March 31, 2023		March 31, 2022
Net income		111,918		147,723
Other comprehensive income
Items that may be reclassified to income or loss in future periods:
Foreign currency translation differences		466		(290	)
Net investment hedge, net of tax		3,044		7,610
Items directly reclassified to retained earnings:
Unrealized gain (loss) on investments in equity securities
measured at fair value through OCI, net of tax		19,371		(6,154	)
Other comprehensive income, net of tax		22,881		1,166
Total comprehensive income		134,799		148,889

The notes on pages 7 to 23 are an integral part of these condensed consolidated interim financial statements.

│4

TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
	PERIODS ENDED March 31, 2023 AND 2022- (UNAUDITED)
(In thousands of U.S. dollars)											Accumulated			Accumulated
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
								Accumulated			foreign			unrealized						Total
								unrealized			currency			gain (loss)						equity
								loss on			translation			on invest-						attributable
								employee			differences			ments in			Retained			to owners
		Share			Contributed			benefit			& net invest-			equity			earnings			of the
	Note	capital			surplus			plans			ment hedge			securities			(deficit)			Company
Balance as at December 31, 2022			1,089,229			41,491			-			(239,120	)		5,799			1,565,671			2,463,070
Net income			-			-			-			-			-			111,918			111,918
Other comprehensive income, net of tax			-			-			-			3,510			19,371			-			22,881
Realized (loss) gain on equity securities			-			-			-			-			(267	)		267			-
Total comprehensive income			-			-			-			3,510			19,104			112,185			134,799
Share-based payment transactions, net of tax	17		-			8,975			-			-			-			-			8,975
Stock options exercised, net of tax	15, 17		9,122			(2,421	)		-			-			-			-			6,701
Dividends to owners of the Company	15		-			-			-			-			-			(30,371	)		(30,371	)
Repurchase of own shares	15		(631	)		-			-			-			-			(5,365	)		(5,996	)
Net settlement of restricted share units
and performance share units, net of tax	15, 17		28,420			(20,006	)		-			-			-			(53,939	)		(45,525	)
Total transactions with owners, recorded directly in equity			36,911			(13,452	)		-			-			-			(89,675	)		(66,216	)
Balance as at March 31, 2023			1,126,140			28,039			-			(235,610	)		24,903			1,588,181			2,531,653
Balance as at December 31, 2021*			1,133,181			39,150			(292	)		(156,926	)		12,553			1,282,689			2,310,355
Net income			-			-			-			-			-			147,723			147,723
Other comprehensive income (loss), net of tax			-			-			-			7,320			(6,154	)		-			1,166
Total comprehensive income (loss)			-			-			-			7,320			(6,154	)		147,723			148,889
Share-based payment transactions, net of tax	17		-			3,907			-			-			-			-			3,907
Stock options exercised, net of tax	15, 17		5,699			(1,497	)		-			-			-			-			4,202
Dividends to owners of the Company	15		-			-			-			-			-			(24,732	)		(24,732	)
Repurchase of own shares	15		(8,061	)		-			-			-			-			(65,968	)		(74,029	)
Net settlement of restricted share units, net of tax	15, 17		12			(12	)		-			-			-			(24	)		(24	)
Total transactions with owners, recorded directly in equity			(2,350	)		2,398			-			-			-			(90,724	)		(90,676	)
Balance as at March 31, 2022*			1,130,831			41,548			(292	)		(149,606	)		6,399			1,339,688			2,368,568

* Recasted in fiscal 2022 for adjustments made to provisional amounts of UPS Freight prior year's business combination (see note 5d) of the 2022 annual financial statements)

The notes on pages 7 to 23 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
---	---	---	---	---	---	---	---	---
			ended			ended
	Note		March 31, 2023			March 31, 2022
Cash flows from operating activities
Net income				111,918			147,723
Adjustments for:
Depreciation of property and equipment		7		59,047			64,447
Depreciation of right-of-use assets		8		31,435			31,524
Amortization of intangible assets		9		13,573			14,261
Share-based payment transactions		17		3,343			4,027
Net finance costs		19		17,129			20,189
Income tax expense		20		37,355			51,854
Gain on sale of property and equipment				(8,212	)		(19,870	)
Gain on derecognition of right-of-use assets				(807	)		(57	)
Gain on sale of assets held for sale				(6,251	)		-
Employee benefits				17,584			5,680
Provisions, net of payments				(7,953	)		9,654
Net change in non-cash operating working capital		6		50,837			(136,244	)
Interest paid				(15,958	)		(20,224	)
Income tax paid				(70,906	)		(35,273	)
Net cash from operating activities				232,134			137,691
Cash flows used in investing activities
Purchases of property and equipment		7		(76,248	)		(90,426	)
Proceeds from sale of property and equipment				24,715			43,915
Proceeds from sale of assets held for sale				15,106			-
Purchases of intangible assets		9		(990	)		(1,440	)
Proceeds from sale of intangible assets				-			250
Business combinations, net of cash acquired		5		(84,743	)		(22,235	)
Purchases of investments				-			(27,583	)
Proceeds from sale of investments				3,484			-
Others				(156	)		673
Net cash used in investing activities				(118,832	)		(96,846	)
Cash flows used in financing activities
Net increase in bank indebtedness				(140	)		(238	)
Proceeds from long-term debt		11		-			310,025
Repayment of long-term debt		11		(13,495	)		(337,339	)
Net increase in revolving facilities		11		-			114,030
Repayment of lease liabilities		12		(31,335	)		(30,627	)
Repayment of other financial liabilities				(3,950	)		(591	)
Dividends paid				(30,319	)		(24,940	)
Repurchase of own shares		15		(5,996	)		(74,029	)
Proceeds from exercise of stock options		15		6,701			4,202
Share repurchase for settlement of restricted share units and
performance share units				(45,525	)		(24	)
Net cash used in financing activities				(124,059	)		(39,531	)
Net change in cash and cash equivalents				(10,757	)		1,314
Cash and cash equivalents, beginning of period				147,117			19,292
Cash and cash equivalents, end of period				136,360			20,606

The notes on pages 7 to 23 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 MARCH 31, 2023 AND 2022 – (UNAUDITED)

1. 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 months ended March 31, 2023 and 2022 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, until August 31, 2022, Mexico.

2. Basis of preparation

a) 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 April 25, 2023.

b) 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.

c) 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.

d) 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.

e) 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 identified 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 MARCH 31, 2023 AND 2022 – (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 2022 annual consolidated financial statements.

3. Significant accounting policies

The accounting policies described in the Group’s 2022 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, 2023 and have been applied in preparing these condensed consolidated interim financial statements.

Definition of Accounting Estimates (Amendments to IAS 8) On February 12, 2021, the IASB issued Definition of Accounting Estimates (Amendments to IAS 8). The amendments are effective for annual periods beginning on or after January 1, 2023. The amendments introduce a new definition for accounting estimates, clarifying that they are monetary amounts in the financial statements that are subject to measurement uncertainty. The amendments also clarify the relationship between accounting policies and accounting estimates by specifying that a company develops an accounting estimate to achieve the objective set out by an accounting policy. 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:

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. Early adoption is permitted. A company that applies the 2020 amendments early is required to also apply the 2022 amendments.

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

│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 MARCH 31, 2023 AND 2022 – (UNAUDITED)

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

4. Segment reporting

The Group operates within the transportation and logistics industry in the United States, Canada and, until August 31, 2022, 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. The following summary describes the operations in each of the Group’s reportable segments:

Package and Courier:	Pickup, transport and delivery of items across North America.
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.

(a) The Less-Than-Truckload reporting segment represents the aggregation of the Canadian Less-Than-Truckload and U.S. Less-Than-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.

(b) Prior to August 31, 2022, the Truckload reporting segment represented the aggregation of the Canadian Conventional Truckload, U.S. 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. On August 31,2022, the Group sold CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses, operating primarily in the U.S. Conventional Truckload operating segment. Subsequent to the sale, the remaining business operations in the Group’s U.S. Conventional Truckload operating segment were transferred to the Specialized Truckload operating segment. Because the transfer was amongst operating segments in the same reportable segment and the aggregation criteria continued to be met, there was no impact on the reportable segment results.

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’s 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 MARCH 31, 2023 AND 2022 – (UNAUDITED)
	Package		Less-
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	and		Than-
	Courier		Truckload		Truckload		Logistics		Corporate			Eliminations			Total
Three months ended March 31, 2023
Revenue(1)		112,560		690,862		414,125		355,251		-			(12,371	)		1,560,427
Fuel surcharge(1)		32,644		157,876		85,970		15,575		-			(2,315	)		289,750
Total revenue(1)		145,204		848,738		500,095		370,826		-			(14,686	)		1,850,177
Operating income (loss)		27,323		57,940		70,496		31,710		(21,067	)		-			166,402
Selected items:
Depreciation and
amortization		6,402		39,882		47,850		9,783		138			-			104,055
Gain on sale of
assets held for sale		-		2,874		3,377		-		-			-			6,251
Intangible assets		180,486		177,152		772,856		524,988		161			-			1,655,643
Total assets		348,956		2,262,431		1,819,869		784,390		288,770			-			5,504,416
Total liabilities		97,823		807,759		430,669		242,772		1,393,865			(125	)		2,972,763
Additions to property
and equipment		3,413		56,036		15,185		173		125			-			74,932
Three months ended March 31, 2022
Revenue(1)(2)		124,580		835,399		515,925		435,378		-			(17,434	)		1,893,848
Fuel surcharge(1)(2)		28,255		164,711		93,749		14,042		-			(3,086	)		297,671
Total revenue(1)		152,835		1,000,110		609,674		449,420		-			(20,520	)		2,191,519
Operating income (loss)		26,085		94,770		71,028		34,882		(6,999	)		-			219,766
Selected items:
Depreciation and
amortization		6,854		37,502		56,228		9,443		205			-			110,232
Gain on sale of land
and buildings		-		-		44		-		-			-			44
Intangible assets		195,387		187,959		953,635		496,569		303			-			1,833,853
Total assets(3)		382,027		2,458,673		2,321,932		803,972		97,689			-			6,064,293
Total liabilities(3)		108,893		897,034		527,388		243,759		1,918,786			(135	)		3,695,725
Additions to property
and equipment		4,758		48,735		35,712		553		77			-			89,835

(1) Includes intersegment revenue and intersegment fuel surcharge

(2) Recasted for changes in presentation for consistency with the current year presentation: “intersegment revenue and fuel surcharge” presented separately in previous periods is now presented within “revenue” and “fuel surcharge”.e note

(3) Recasted fpr adjustments to provisional amounts of UPS Freight prior year business combination (see note 5d) of the 2022 annual financial statements)

│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 MARCH 31, 2023 AND 2022 – (UNAUDITED)

Geographical information

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

	Package		Less-
	and		Than-
	Courier		Truckload		Truckload		Logistics		Eliminations			Total
Three months ended March 31, 2023
Canada		145,204		147,467		292,637		66,142		(8,328	)		643,122
United States		-		701,271		207,458		304,684		(6,358	)		1,207,055
Total		145,204		848,738		500,095		370,826		(14,686	)		1,850,177
Three months ended March 31, 2022
Canada		152,835		163,560		264,965		63,051		(9,536	)		634,875
United States		-		836,550		344,709		380,210		(10,984	)		1,550,485
Mexico		-		-		-		6,159		-			6,159
Total		152,835		1,000,110		609,674		449,420		(20,520	)		2,191,519

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

	As at		As at
	March 31, 2023		December 31, 2022
Property and equipment, right-of-use assets and intangible assets
Canada		1,901,935		1,848,746
United States		2,275,241		2,256,959
		4,177,176		4,105,705

5. Business combinations

a) Business combinations

In line with the Group’s growth strategy, the Group acquired four businesses during 2023, which 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.

During the three months ended March 31, 2023, these non-material businesses, in aggregate, contributed revenue and net income of $13.0 million and $0.1 million, respectively, since the acquisitions.

Had the Group acquired these non-material businesses on January 1, 2023, as per management’s best estimates, the revenue and net income for these entities would have been $26.4 million and $1.0 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, 2023 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.

During the three months ended March 31, 2023, $0.2 million of transaction costs (2022 – nil) 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 purchase price allocation over the identifiable net assets and goodwill of the 2023 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.

│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 MARCH 31, 2023 AND 2022 – (UNAUDITED)

The table below presents the purchase price allocation based on the best information available to the Group to date:

Identifiable assets acquired and liabilities assumed
Cash and cash equivalents		8,071
Trade and other receivables		10,100
Inventoried supplies and prepaid expenses		1,192
Property and equipment	7	28,924
Right-of-use assets	8	1,571
Intangible assets	9	35,378
Other assets		65
Income tax receivable		60
Trade and other payables		(7,232	)
Other non-current liabilities		(7	)
Lease liabilities	12	(1,571	)
Deferred tax liabilities		(9,128	)
Total identifiable net assets		67,423
Total consideration transferred		105,589
Goodwill	9	38,166
Cash		92,814
Contingent consideration		12,775
Total consideration transferred		105,589

The trade receivables comprise gross amounts due of $10.1 million, of which nil was expected to be uncollectible at the acquisition date.

Of the goodwill and intangible assets acquired through business combinations in 2023, $18.2 million is deductible for tax purposes.

b) 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	7,590	-
Canadian Truckload	Truckload	1,042	776
Specialized Truckload	Truckload	12	371
U.S. Truckload	Truckload	-	(1,413	)
Logistics	Logistics	29,522	24,216
		38,166	23,950

c) Contingent consideration

The contingent consideration for the three months ended March 31, 2023 relates to non-material business acquisitions and is recorded in the original purchase price allocation. The fair value was determined using expected cash flows discounted at a rate of 8.2%. These considerations are contingent on achieving specified earning levels in a future period. The maximum amount payable is $2.0 million in less than one year and $12.6 million in 2 years.

The contingent consideration balance at March 31, 2023 is $17.2 million (December 31, 2022 - $8.8 million) and is presented in other financial liabilities on the consolidated statements of financial position.

d) Adjustment to the provisional amounts of prior year’s non-material business combinations

The 2022 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 non-material 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’s business combinations during the three months ended March 31, 2023.

│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 MARCH 31, 2023 AND 2022 – (UNAUDITED)

6. Additional cash flow information

Net change in non-cash operating working capital

	Three months			Three months
	ended			ended
	March 31, 2023			March 31, 2022
Trade and other receivables		92,020			(124,024	)
Inventoried supplies		2,852			(1,297	)
Prepaid expenses		(11,374	)		(8,248	)
Trade and other payables		(32,661	)		(2,675	)
		50,837			(136,244	)

7. Property and equipment

			Land and			Rolling
	Note		buildings			stock			Equipment			Total
Cost
Balance at December 31, 2022				1,166,990			1,501,548			204,788			2,873,326
Additions through business combinations		5		19,488			9,045			391			28,924
Other additions				13,572			56,539			4,821			74,932
Disposals				(215	)		(69,292	)		(973	)		(70,480	)
Reclassification to assets held for sale				(11,161	)		-			-			(11,161	)
Reclassification between categories*				-			34,361			(34,361	)		-
Effect of movements in exchange rates				828			2,027			384			3,239
Balance at March 31, 2023				1,189,502			1,534,228			175,050			2,898,780
Accumulated Depreciation
Balance at December 31, 2022				83,140			543,272			114,959			741,371
Depreciation				5,412			48,925			4,710			59,047
Disposals				(215	)		(52,868	)		(894	)		(53,977	)
Reclassification to assets held for sale				(1,499	)		-			-			(1,499	)
Reclassification between categories*				-			10,290			(10,290	)		-
Effect of movements in exchange rates				163			1,061			285			1,509
Balance at March 31, 2023				87,001			550,680			108,770			746,451
Net carrying amounts
At December 31, 2022				1,083,850			958,276			89,829			2,131,955
At March 31, 2023				1,102,501			983,548			66,280			2,152,329

* Reclassification between categories had no impact on the depreciation policy of the reclassified property and equipment.

As at March 31, 2023, there are no amounts included in trade and other payables for the purchases of property and equipment (December 31, 2022 – $1.3 million).

│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 MARCH 31, 2023 AND 2022 – (UNAUDITED)

8. Right-of-use assets

			Land and			Rolling
	Note		buildings			stock			Equipment			Total
Cost
Balance at December 31, 2022				528,791			252,043			3,797			784,631
Other additions				5,210			17,328			172			22,710
Additions through business combinations		5		189			1,382			-			1,571
Derecognition*				(13,151	)		(30,077	)		(505	)		(43,733	)
Effect of movements in exchange rates				993			316			6			1,315
Balance at March 31, 2023				522,032			240,992			3,470			766,494
Depreciation
Balance at December 31, 2022				286,256			114,971			1,764			402,991
Depreciation				16,089			15,119			227			31,435
Derecognition*				(8,973	)		(28,283	)		(569	)		(37,825	)
Effect of movements in exchange rates				476			211			2			689
Balance at March 31, 2023				293,848			102,018			1,424			397,290
Net carrying amounts
At December 31, 2022				242,535			137,072			2,033			381,640
At March 31, 2023				228,184			138,974			2,046			369,204

* 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.

9. Intangible assets

					Other intangible assets
									Non-
					Customer				compete		Information
	Note		Goodwill		relationships		Trademarks		agreements		technology		Total
Cost
Balance at December 31, 2022				1,359,345		513,697		42,680		20,007		35,122		1,970,851
Additions through
business combinations		5		38,166		32,329		1,722		1,305		22		73,544
Other additions				-		-		-		-		990		990
Effect of movements in exchange rates				2,334		611		104		47		37		3,133
Balance at March 31, 2023				1,399,845		546,637		44,506		21,359		36,171		2,048,518
Amortization and impairment losses
Balance at December 31, 2022				78,012		244,252		27,050		10,130		19,297		378,741
Amortization				-		10,490		1,206		996		881		13,573
Effect of movements in exchange rates				125		339		50		16		31		561
Balance at March 31, 2023				78,137		255,081		28,306		11,142		20,209		392,875
Net carrying amounts
At December 31, 2022				1,281,333		269,445		15,630		9,877		15,825		1,592,110
At March 31, 2023				1,321,708		291,556		16,200		10,217		15,962		1,655,643

10. Investments

	As at		As at
	March 31, 2023		December 31, 2022
Level 1 investments		90,850		71,979
Level 3 investments		14,024		13,985
		104,874		85,964

Level 1 investments include 983,014 shares of ArcBest Corporation (NYSE: ARCB) that were marked to market with the publicly available stock price. Level 3 investments were marked to fair value based on the company performance as at March 31, 2023. The Group elected to designate these investments as at fair value through OCI.

│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 MARCH 31, 2023 AND 2022 – (UNAUDITED)

11. Long-term debt

	As at		As at
	March 31, 2023		December 31, 2022
Non-current liabilities
Unsecured debenture		147,688		147,233
Unsecured senior notes		1,075,974		1,075,702
Conditional sales contracts		46,605		55,735
		1,270,267		1,278,670
Current liabilities
Current portion of conditional sales contracts		32,998		37,087
		32,998		37,087

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

			Three months ended			Three months ended
	Note		March 31, 2023			March 31, 2022
Balance at beginning of period				1,315,757			1,608,094
Proceeds from long-term debt				-			310,025
Business combinations		5		-			229
Repayment of long-term debt				(13,495	)		(337,339	)
Net increase in revolving facilities				-			114,030
Amortization of deferred financing fees				325			388
Effect of movements in exchange rates				3,754			15,138
Effect of movements in exchange rates - debt
designated as net investment hedge				(3,076	)		(8,762	)
Balance at end of period				1,303,265			1,701,803

The Group’s revolving facilities have a total size of $932.2 million at March 31, 2023 (December 31, 2022 – $929.6 million) and an additional $186.3 million of credit availability (CAD $245 million and USD $5 million). The additional credit is available under certain conditions under the Group’s syndicated revolving credit agreement.

On September 2, 2022, the Group extended its credit facility until August 16, 2026. Under the new extension, the CAD availability and USD availability remain unchanged. The adoption of the Interest Rate Benchmark Reform - Phase 2 did not have a material impact on the Group’s consolidated financial statements as the only debt balances subject to LIBOR reform is the USD portion of unsecured revolver. The revolver agreement indicated that SOFR would be the main replacement for LIBOR in the United States. Effective as of September 2, 2022, the interest rate was the sum of the adjusted term secured overnight financing rate published by the Federal Reserve Bank of New York (“SOFR”) plus an applicable margin, which can vary between 113 and 175 basis points based on certain ratios. The change in interest rate did not have a material impact on the Group’s financial statements as the Group has no interest rate swaps that hedge variable interest debt. Deferred financing fees of $0.8 million were recognized on the extension.

On March 23, 2022, the Company received $200 million in proceeds from the issuance of new debts taking the form of unsecured senior notes consisting of two tranches, of $100 million each, maturing on March 23, 2032, and 2037, bearing fixed interest rates of 3.50% and 3.80%, respectively. Deferred financing fees of $0.3 million were recognized as a result of the transaction.

On March 23, 2022, the Company received additional $100 million in proceeds from the amendment and restatement of the debt agreement signed on July 2, 2021, taking the form of unsecured senior notes as the third tranche maturing on April 2, 2034, bearing fixed interest rate of 3.55%. Deferred financing fees of $0.1 million were recognized as a result of the transaction.

The proceeds raised from the two debt issuances were used in full to pay off the unsecured term loan which was due in June 2022 without any penalty.

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 2022 annual consolidated financial statements.

│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 MARCH 31, 2023 AND 2022 – (UNAUDITED)

12. Lease liabilities

	As at		As at
	March 31, 2023		December 31, 2022
Current portion of lease liabilities		114,460		115,934
Long-term portion of lease liabilities		285,494		297,105
		399,954		413,039

The table below summarizes changes to the lease liabilities:

			Three months ended			Three months ended
	Note		March 31, 2023			March 31, 2022
Balance at beginning of period				413,039			429,206
Business combinations		5		1,571			3,875
Additions				22,710			16,161
Derecognition*				(6,715	)		(7,511	)
Repayment				(31,335	)		(30,627	)
Effect of movements in exchange rates				684			2,489
Balance at end of period				399,954			413,593

* 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 $13.5 million (December 31, 2022 – $9.9 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 $370.2 million (December 31, 2022 - $377.7 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
	March 31, 2023
Less than 1 year		127,764
Between 1 and 5 years		251,577
More than 5 years		60,990
		440,331

│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 MARCH 31, 2023 AND 2022 – (UNAUDITED)

13. 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 2022 annual consolidated financial statements.

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

	Three months			Three months
	ended			ended
	March 31, 2023			March 31, 2022
Current service cost		17,458			31,280
Net interest (income) cost		(256	)		52
Net periodic benefit cost		17,202			31,332
Pension contributions		-			25,750

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

14. Provisions


As at March 31, 2023
Current provisions	34,520	8,509	43,029
Non-current provisions	65,195	59,505	124,700
	99,715	68,014	167,729
As at December 31, 2022
Current provisions	33,918	9,985	43,903
Non-current provisions	62,333	69,403	131,736
	96,251	79,388	175,639

Self-insurance provisions represent the uninsured portion of outstanding claims at period-end. Other provisions include mainly litigation provisions of $35.9 million (December 31, 2022 - $42.3 million) and environmental remediation liabilities of $19.8 million (December 31, 2022 - $23.4 million). Litigation provisions contain various pending claims for which management used judgement and assumptions about future events. The outcomes will depend on future claim developments.

15. Share capital and other components of equity

The following table summarizes the number of common shares issued:

(in number of shares)		Three months			Three months
		ended			ended
		March 31, 2023			March 31, 2022
Balance, beginning of period			86,539,559			92,152,893
Repurchase and cancellation of own shares			(59,800	)		(735,600	)
Stock options exercised	17		291,438			182,061
Balance, end of period			86,771,197			91,599,354

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

	Three months			Three months
	ended			ended
	March 31, 2023			March 31, 2022
Balance, beginning of period		1,089,229			1,133,181
Repurchase and cancellation of own shares		(631	)		(8,061	)
Cash consideration of stock options exercised		6,701			4,202
Ascribed value credited to share capital on stock options exercised, net of tax		2,421			1,497
Issuance of shares on settlement of RSUs and PSUs, net of tax		28,420			12
Balance, end of period		1,126,140			1,130,831

│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 MARCH 31, 2023 AND 2022 – (UNAUDITED)

Pursuant to the normal course issuer bid (“NCIB”) which began on November 2, 2022 and ending on November 1, 2023, the Company is authorized to repurchase for cancellation up to a maximum of 6,370,199 of its common shares under certain conditions. As at March 31, 2023, and since the inception of this NCIB, the Company has repurchased and cancelled 496,620 shares.

During the three months ended March 31, 2023, the Company repurchased 59,800 common shares at a weighted average price of $100.27 per share for a total purchase price of $6.0 million relating to the NCIB. During the three months ended March 31, 2022, the Company repurchased 735,600 common shares at a weighted average price of $100.64 per share for a total purchase price of $74.0 million relating to a previous NCIB. The excess of the purchase price paid over the carrying value of the shares repurchased in the amount of $5.4 million (2022 – $66.0 million) was charged to retained earnings as share repurchase premium.

16. 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
	ended			ended
	March 31, 2023			March 31, 2022
Net income		111,918			147,723
Issued common shares, beginning of period		86,539,559			92,152,893
Effect of stock options exercised		99,570			39,592
Effect of repurchase of own shares		(57,400	)		(222,460	)
Weighted average number of common shares		86,581,729			91,970,025
Earnings per share – basic (in dollars)		1.29			1.61

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
	ended		ended
	March 31, 2023		March 31, 2022
Net income		111,918		147,723
Weighted average number of common shares		86,581,729		91,970,025
Dilutive effect:
Stock options, restricted share units
and performance share units		1,332,530		1,968,237
Weighted average number of diluted common shares		87,914,259		93,938,262
Earnings per share - diluted (in dollars)		1.27		1.57

As at March 31, 2023, no stock options were excluded from the calculation of diluted earnings per share (March 31, 2022 – nil) as none were 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.

17. 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

│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 MARCH 31, 2023 AND 2022 – (UNAUDITED)

the accelerated method as each installment is fair valued separately and recorded over the respective vesting periods. The table below summarizes the changes in the outstanding stock options:

(in thousands of options and in dollars)	Three months					Three months
				ended					ended
	March 31, 2023					March 31, 2022
				Weighted					Weighted
	Number			average		Number			average
	of			exercise		of			exercise
	options			price		options			price
Balance, beginning of period		1,302			27.89		2,061			25.70
Exercised		(291	)		23.97		(182	)		22.42
Balance, end of period		1,011			29.02		1,879			26.01
Options exercisable, end of period		981			28.68		1,523			24.50

The following table summarizes information about stock options outstanding and exercisable at March 31, 2023:

(in thousands of options and in dollars)		Options outstanding				Options
						exercisable
				Weighted
				average
		Number		remaining		Number
		of		contractual life		of
Exercise prices		options		(in years)		options
	18.83		12		0.3		12
	26.82		61		0.9		61
	23.70		299		1.9		299
	30.71		561		2.9		561
	40.41		78		4.3		48
			1,011		2.6		981

Of the options outstanding at March 31, 2023, a total of 874,526 (December 31, 2022 - 1,106,883) are held by key management personnel.

The weighted average share price at the date of exercise for stock options exercised in the three months ended March 31, 2023 was $120.16 (March 31, 2022 – $106.16).

For the three months ended March 31, 2023, the Group recognized a compensation expense of $0.1 million (March 31, 2022 - $0.1 million) with a corresponding increase to contributed surplus.

No stock options were granted during the three months ended March 31, 2023 or March 31, 2022 under the Company’s stock option plan.

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

Quarterly cash amounts are paid to the board members on the 2nd Thursday following each quarter. In addition, an equity portion of compensation is 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
	ended			ended
	March 31, 2023			March 31, 2022
Balance, beginning of period		310,128			306,554
Paid		(51,925	)		-
Forfeited		(170	)		-
Dividends paid in units		1,017			724
Balance, end of period		259,050			307,278

│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 MARCH 31, 2023 AND 2022 – (UNAUDITED)

For the three months ended March 31, 2023, the Group recognized, as a result of the cash-settled director compensation plan, a compensation expense of $0.3 million (March 31, 2022 – $0.3 million). In personnel expenses, the Group recognized a mark-to-market loss on DSUs of $5.1 million for the three months ended March 31, 2023 (March 31, 2022 – gain of $2.1 million). As at March 31, 2023, the total carrying amount of liabilities for cash-settled arrangements recorded in trade and other payables amounted to $30.9 million (December 31, 2022 - $31.0 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 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 February 7, 2022, the Company granted a total of 63,404 RSUs under the Company’s equity incentive plan of which 39,750 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 $98.27 per unit.

The table below summarizes changes to the outstanding RSUs:

(in thousands of RSUs and in dollars)	Three months					Three months
				ended					ended
	March 31, 2023					March 31, 2022
				Weighted					Weighted
	Number			average		Number			average
	of			grant date		of			grant date
	RSUs			fair value		RSUs			fair value
Balance, beginning of period		272			58.33		272			54.27
Granted		55			115.51		63			98.27
Reinvested		1			56.63		-			-
Settled		(134	)		32.94		-			-
Forfeited		(1	)		85.37		(1	)		72.11
Balance, end of period		193			92.11		334			62.52

The following table summarizes information about RSUs outstanding and exercisable as at March 31, 2023:

(in thousands of RSUs and in dollars)		RSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		RSUs		(in years)
	83.28		10		0.1
	70.59		70		0.9
	98.27		58		1.9
	115.51		55		2.9
			193		1.7

The weighted average share price at the date of settlement of the RSUs vested in the three months ended March 31, 2023 was $115.13 (2022– nil).

For the three months ended March 31, 2023, the Group recognized, as a result of RSUs, a compensation expense of $1.6 million (March 31, 2022 - $2.3 million) with a corresponding increase to contributed surplus.

│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 MARCH 31, 2023 AND 2022 – (UNAUDITED)

Of the RSUs outstanding at March 31, 2023, a total of 122,189 (December 31, 2022 – 171,790) are held by key management personnel.

Performance share units

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 $135.15 per unit as at March 31, 2023.

On February 7, 2022, the Company granted a total of 63,404 PSUs under the Company’s equity incentive plan of which 39,750 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 $100.43 per unit as at grant date and $120.08 per unit as at March 31, 2023.

The table below summarizes changes to the outstanding PSUs:

(in thousands of PSUs and in dollars)	Three months					Three months
				ended					ended
	March 31, 2023					March 31, 2022
				Weighted					Weighted
	Number			average		Number			average
	of			grant date		of			grant date
	PSUs			fair value		PSUs			fair value
Balance, beginning of period		261			62.87		226			52.25
Granted		55			135.15		63			100.43
Reinvested		2			63.09		-			-
Settled		(267	)		32.70		-			-
Added due to performance conditions		134			32.93		-			-
Forfeited		(1	)		95.96		(1	)		78.04
Balance, end of period		184			106.27		288			62.70

The following table summarizes information about PSUs outstanding and exercisable as at March 31, 2023:

(in thousands of PSUs and in dollars)		PSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		PSUs		(in years)
	89.64		70		0.9
	100.43		59		1.9
	135.15		55		2.9
			184		1.8

The weighted average share price at the date of settlement of the PSUs vested in the three months ended March 31, 2023 was $115.13 (2022– nil).

For the three months ended March 31, 2023, the Group recognized, as a result of PSUs, a compensation expense of $1.6 million (March 31, 2022 – $1.6 million) with a corresponding increase to contributed surplus.

Of the PSUs outstanding at March 31, 2023, a total of 122,189 (December 31, 2022 - 171,790) are held by key management personnel.

│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 MARCH 31, 2023 AND 2022 – (UNAUDITED)

18. 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 consists primarily of fuel costs, repairs and maintenance, insurance, permits and operating supplies.

	Three months		Three months
	ended		ended
	March 31, 2023		March 31, 2022
Independent contractors		707,870		848,340
Vehicle operation expenses		232,410		292,068
		940,280		1,140,408

19. Finance income and finance costs

Recognized in income or loss:

Costs (income)	Three months			Three months
	ended			ended
	March 31, 2023			March 31, 2022
Interest expense on long-term debt and amortization of
deferred financing fees		11,904			12,131
Interest expense on lease liabilities		3,788			3,361
Interest income		(1,362	)		(23	)
Net change in fair value and accretion expense
of contingent considerations		50			(43	)
Net foreign exchange (gain) loss		(348	)		307
Other financial expenses		3,097			4,456
Net finance costs		17,129			20,189
Presented as:
Finance income		(1,710	)		(66	)
Finance costs		18,839			20,255

20. Income tax expense

Income tax recognized in income or loss:

	Three months			Three months
	ended			ended
	March 31, 2023			March 31, 2022
Current tax expense
Current period		40,990			52,435
Adjustment for prior periods		(391	)		(125	)
		40,599			52,310
Deferred tax expense (recovery)
Origination and reversal of temporary differences		(4,130	)		(3,246	)
Variation in tax rate		723			339
Adjustment for prior periods		163			2,451
		(3,244	)		(456	)
Income tax expense		37,355			51,854

Reconciliation of effective tax rate:

	Three months					Three months
	ended					ended
	March 31, 2023					March 31, 2022
Income before income tax				149,273					199,577
Income tax using the Company’s statutory tax rate		26.5	%	39,557			26.5	%	52,888
Increase (decrease) resulting from:
Rate differential between jurisdictions		0.4	%	589			0.0	%	54
Variation in tax rate		0.5	%	723			0.2	%	339
Non deductible expenses		0.1	%	215			0.4	%	822
Tax deductions and tax exempt income		-2.5	%	(3,746	)		-2.4	%	(4,801	)
Adjustment for prior periods		-0.2	%	(228	)		1.2	%	2,326
Multi-jurisdiction tax		0.2	%	245			0.1	%	226
		25.0	%	37,355			26.0	%	51,854

│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 MARCH 31, 2023 AND 2022 – (UNAUDITED)

21. Contingencies, letters of credit and other commitments

a) 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.

a) Letters of credit

As at March 31, 2023, the Group had $68.4 million of outstanding letters of credit (December 31, 2022 - $66.8 million).

a) Other commitments

As at March 31, 2023, the Group had $154.3 million of purchase commitments (December 31, 2022 – $149.8 million) and $34.6 million of purchase orders for leases that the Group intends to enter into and that are expected to materialize within a year (December 31, 2022 – $13.9 million).

│23

EX-99

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1. 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 March 31st, 2023.

2. 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.

3. 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.

4. 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.

5. 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

a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

i) 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

ii) 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

b) 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: N/A.

6. 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 January 1st, 2023 and ended on March 31st 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

April 25th, 2023

(signed) Alain Bédard

Alain Bédard, FCA, CMA

Chairman of the Board

President and Chief Executive Officer

EX-99

Exhibit 99.5

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

5. 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

a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

i) 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

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: N/A.

6. 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 January 1st, 2023 and ended on March 31st, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

April 25th, 2023

(signed) David Saperstein

David Saperstein

Chief Financial Officer