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 October, 2022

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

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.

Earnings Press Release

Exhibit 99.1

For Immediate Release

TFI International Announces 2022 Third Quarter Results

Montreal, Quebec, October 27, 2022 – TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced its results for the third quarter ended September 30, 2022. All amounts are shown in U.S. dollars.

“TFI International continued to perform throughout the quarter even as broader macro uncertainty spread, producing robust financial results including a 69% year-over-year increase in adjusted operating income despite non-recurring charges, and a 73% increase in free cash flow,” said Alain Bédard, Chairman, President and Chief Executive Officer.  “This resiliency in the face of challenging industrywide conditions directly reflects our end-market and business line diversity including favorable exposure to large industrial end markets and only about a third of our revenues derived from retail channels. In addition, it reflects our team’s proven ability to constantly adjust to the ever-changing landscape by never losing sight of our longstanding operating principals.  Our ability to rapidly adjust capacity to match shifting demand is just one driver of the strong operating ratios reported today across our business segments.  What’s most encouraging is the self-help nature of the opportunities ahead, with multiple internal initiatives to enhance efficiencies by replicating our past successes throughout our network.  While operationally we continue to excel, we’ve also maintained our focus on strategic capital allocation, completing attractive tuck-in acquisitions while continuing to repurchase shares, and today we are pleased to announce yet another increase to our quarterly dividend.  Our talented team looks forward to sharing more on our operating philosophies, our strategic direction and our ongoing quest to create long-term shareholder value at our upcoming Investor Day.”

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THIRD QUARTER RESULTS

Total revenue of $2.24 billion was up 7% and, net of fuel surcharge, revenue of $1.86 billion decrease by 1% compared to the prior year period.

Operating income of $318.4 million compared to $191.6 million the prior year period. The sale of CFI resulted in a $75.7 million gain in the quarter, and the remainder of the increase is from business acquisitions and organic growth across the company, despite the impact of a non recurring charge for the settlement of a legal claim for $11.4 million.  

Net income of $245.2 million increased 86% from $131.6 million in the prior year period, and net income of $2.72 per diluted share increased 97% from $1.38 in the prior year period.  Adjusted net income, a non-IFRS measure, was $181.2 million, or $2.01 per diluted share, up 30% from $138.9 million, or $1.46 per diluted share, the prior year period.

For the Package and Courier segment, revenue before fuel surcharge decreased 10% to $120.2 million and operating income increased 42% to $33.9 million.

For the Less-Than-Truckload segment, revenue before fuel surcharge decreased 5% to $817.2 million and operating income increased 5% to $100.5 million.

For the Truckload segment, revenue before fuel surcharge increased 4% to $510.2 million and operating income increased 73% to $96.6 million.

For the Logistics segment, revenue before fuel surcharge increased 4% to $424.1 million and operating income decreased 13% to $29.0 million, as the current year period includes a $11.4 million charge related to the settlement of a legal claim.

NINE-MONTH RESULTS

For the first nine months of 2022, total revenue of $6.86 billion was up 35% and, net of fuel surcharge, revenue of $5.74 billion was up 25% compared to the prior year period.

Net income was $669.7 million, or $7.27 per diluted share, compared to $610.3 million, or $6.40 per diluted share a year ago, which included a $283.6 million bargain purchase gain. Adjusted net income was $579.9 million compared to $349.7 million, an 66% increase.

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During the first nine months of 2022, revenue before fuel surcharge grew 56% for Less-Than-Truckload, 13% for Truckload, 10% for Logistics and declined 10% for Package and Courier. Operating income was higher across all segments in Q3 in comparison to the prior year , after the impacts from the bargain purchase gain recognized in 2021 have been excluded and the non-recurring legal claim settlement expense of $11.4 million in the Logistics segment.

CASH FLOW

Net cash from operating activities was $337.8 million during Q3 compared to $211.2 million the prior year period. The increase was due to working capital improvements of $55.6 million and from increased contributions from net income. The Company returned $233.2 million to shareholders during the quarter, of which $24.4 million was through dividends and $198.8 million was through share repurchases.

Net cash from investing activities increased $518.2 million in Q3 from the comparative prior year period due the sale of CFI which generated $548.3 million. The funds from the sale of CFI were used to reduce the Company’s revolving credit facility. This was offset by cash disbursements of $55.4 million for business acquisitions.  

On September 15, 2022, the Board of Directors of TFI International declared a quarterly dividend of $0.27 per outstanding common share paid on October 15, 2022, representing a 17% increase over the $0.23 quarterly dividend declared in Q3 2021.

On October 27, the Board of Directors approved a quarterly dividend of $0.35 per outstanding common share to be paid on January 13, 2023 to shareholders on record at the close of business December 30, 2022. This represents a 30% increase over the last quarterly dividend.

NORMAL COURSE ISSUER BID RENEWAL

TFI International also announced that the Toronto Stock Exchange (“TSX”) has approved the renewal of TFI International’s normal course issuer bid (“NCIB”). Under the renewed NCIB, TFI International may purchase for cancellation a maximum of 6,370,199 common shares, representing 10% of the 63,701,991 shares forming TFI International’s public float. The shares may be purchased through the facilities of the TSX and the New York Stock Exchange and on alternative trading systems over

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the twelve-month period from November 2, 2022 to November 1, 2023. As of October 20, 2022, TFI International had 87,179,763 common shares issued and outstanding.

Under TFI International’s current NCIB, which entered into effect on November 2, 2021 and expires on November 1, 2022, TFI International is authorized to purchase up to 8,798,283 shares. As at October 20, 2022, TFI International has repurchased 6,635,855 shares at a volume weighted average purchase price of CAD $118.01 per share, through the facilities of the TSX and on alternative trading systems in Canada. All of the repurchased shares were cancelled by TFI International.

Any shares purchased by TFI International under the renewed NCIB will be at the market price of the shares at the time of such purchases. The actual number of shares that may be purchased and the timing of any such purchases will be determined by TFI International. Any purchases made by TFI International pursuant to the renewed NCIB will be made in accordance with the rules and policies of the TSX or, as applicable, Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended. TSX rules permit TFI International to purchase daily, through TSX facilities, a maximum of 69,330 shares under the NCIB, subject to an exception for a “block purchase” on the TSX once per calendar week.

The Board of Directors of TFI International believes that, at appropriate times, repurchasing its shares through the NCIB represents a good use of TFI International’s financial resources, as such action can protect and enhance shareholder value when opportunities arise.

In connection with the renewed NCIB, TFI International has entered into an automatic share purchase plan with RBC Dominion Securities Inc. in order to allow for purchases under the NCIB during TFI International’s “black-out” periods, as permitted by the TSX Company Manual and the Securities Act (Québec). Outside of these “black-out” periods, TFI International may repurchase shares at its discretion.

INVESTOR DAY

As previously announced, TFI International will host an Investor Day at 8:30 a.m. through 12 p.m. Eastern Time on Thursday, November 10, 2022 at the New York Stock Exchange in New York City. Those interested in attending may RSVP to TFIInvestorDayRSVP@icrinc.com as space will be limited. The Investor Day will also be webcast live and via replay by visiting the Events section of the Company’s website.

CONFERENCE CALL

TFI International will host a conference call on October 28, 2022, at 8:30 a.m. Eastern Time to discuss these results.

Interested parties can join the call by dialing 877-704-4453. A recording of the call will be available until midnight, November 11, 2022, by dialing 844-512-2921 or 412-317-6671 and entering passcode 13732590.

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:

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”,

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“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.

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 2022 Q3 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 (IFRS) 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 below.

Adjusted EBITDA:

Adjusted EBITDA is calculated as net income before finance income and costs, income tax expense, depreciation, amortization, bargain purchase gain, and gain or loss on sale of land and buildings and assets held for sale. 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.

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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.

For further information:

Alain Bédard

Chairman, President and CEO

TFI International Inc.

647-729-4079

abedard@tfiintl.com

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EXHIBIT 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the third quarter ended

September 30, 2022

CONTENTS

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., and shall include its independent operating subsidiaries. This MD&A provides a comparison of the Company’s performance for its three- and nine-month periods ended September 30, 2022 with the corresponding three and nine-month periods ended September 30, 2021 and it reviews the Company’s financial position as of September 30, 2022. It also includes a discussion of the Company’s affairs up to October 27, 2022, 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 September 30, 2022 and the audited consolidated financial statements and accompanying notes as at and for the year ended December 31, 2021.

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 October 27, 2022. 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 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 business acquisitions.

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.

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Management’s Discussion and Analysis

SELECTED FINANCIAL DATA AND HIGHLIGHTS

Q3 Highlights

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

¹ Disclosure updated to reflect only owner operators who were active within the quarter presented.  

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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.

2022 business acquisitions

In line with its growth strategy, the Company has acquired eight businesses during 2022 up until the end of the third quarter.

On March 19, 2022, TFI International acquired Unity Courier Services, Inc. (“Unity”). Unity is a California-based provider of regularly scheduled same-day service and short-term delivery solutions for the US west coast.

On May 27, 2022 TFI International acquired South Shore Transportation Company, Inc. (“South Shore”). Based out of Sandusky, Ohio South Shore, provides flatbed truckload services to the building products segment in the U.S. Midwest.

On June 10, 2022, TFI International acquired selected assets of Premium Ventures Inc (“Premium”). Premium specializes in oversized and overweight freight in Ontario, Canada.  

On June 17, 2022, TFI International acquired selected assets of Cedar Creek Express, LLC and DDW Transportation, LLC (collectively referred to as “Cedar Creek”). Cedar Creek operates in the U.S. Midwest and provides food grade tank services.

On July 3, 2022, TFI International acquired selected assets of Transport St-Amour (referred to as “St-Amour”). St-Amour operates in Quebec and provides food grade tank services.

On July 10, 2022, TFI International acquired HO-RO Trucking Company, Inc (referred to as “HO-RO”). HO-RO operates in the North eastern United States and provides flatbed services primarily focusing on delivery of building materials.

On August 28, 2022, TFI International acquired Transport St-Michel Inc., Remorquage St-Michel Inc., and Location Dion Inc., (collectively referred to as “Transport St-Michel”). Based out of Quebec, Transport St-Michel provides a full range of transportation services including flatbed and specialized tank deliveries.

On September 30, 2022, TFI International acquired selected assets of the subsidiaries of LLL Holdings, Inc. (collectively referred to as “Girton”). Girton operates in the U.S. Midwest and specializes in the transportation of liquid commodities.

Revenue

For the three months ended September 30, 2022, total revenue was $2,242.0 million, up 7%, or $148.0 million, from Q3 2021. The increase was attributable to the contribution from business acquisitions of $56.1 million and an increase of $91.9 million from existing operations, which included an increase in fuel surcharge revenue of $154.8 million due to the sustained high fuel costs and a decrease due to the disposal of CFI of $24.9 million.

For the nine months ended September 30, 2022, total revenue was $6,855.8 million, up 35%, or $1,776.3 million, from Q3 2021. The increase was mainly attributable to the contribution from business acquisitions of $1,379.4 million and an increase of $396.9 million from existing operations, which included an increase in fuel surcharge revenue of $401.2 million due to the sustained high fuel costs.

Operating expenses

For the three months ended September 30, 2022, the Company’s operating expenses increased by $21.1 million, to $1,923.5 million, from $1,902.4 million in Q3 2021. The increase is attributable to $49.9 million from business acquisitions and an increase from existing operations of $47.0 million, mainly from higher fuel costs, net of a $75.7 million gain on the sale of CFI.

For the three months ended September 30, 2022, materials and services expenses, net of fuel surcharge, decreased by $80.7 million, to $773.8 million from $854.5 million in the same period last year due to the impact from the increase in the fuel surcharge $160.9 million offset by an increase from business acquisitions of $15.3 million and an increase from existing operations.

For the three months ended September 30, 2022, personnel expense decreased 2% to $604.7 million from $618.0 million in Q3 2021. The decrease is attributable primarily to the sale of CFI, resulting in decrease of $9.9 million.

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, increased by $30.3 million for the three months ended September 30, 2022 as compared to the same period last year, attributable primarily to the impacts from non-recurring items including the settlement of a litigation claim of $11.4 million and the write off a software implantation which was no longer required due to the sale of CFI for $3.9 million.

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Management’s Discussion and Analysis

For the nine months ended September 30, 2022, the Company’s operating expenses increased by $1,611.4 million from $4.32 billion in 2021 to $5.93 billion in 2022. The increase is mainly attributable to $1,271.9 million from business acquisitions and the $283.6 million bargain purchase gain recognized in 2021, offset by an increase in gains on sale of rolling stock and equipment of $32.5 million, increase in gain on assets held for sale of $56.4 million and from the gain on the sale of CFI of $75.7 million.

Operating income

For the three months ended September 30, 2022, the Company’s operating income increased by $126.9 million to $318.4 million from $191.6 million in the same quarter in 2021. The increase is attributable to the $75.7 million gain on the sale of CFI, contributions from business acquisitions of $6.1 million and an increase from existing operations of $45.0 million. The increase from existing operations was due to maintaining tight controls on expenses while benefiting from increased rates and a strong industrial demand environment, offset by negative impacts from non-recurring items including the settlement of a litigation claim of $11.4 million and the write off of software of $3.9 million. The operating margin as a percentage of revenue before fuel surcharge of 17.1% compared to 10.2% in Q3 2021.

For the nine months ended September 30, 2022, the Company’s operating income rose by $164.9 million to $929.2 million as compared to $764.3 million in the same period in 2021, despite the inclusion of the bargain purchase gain of $283.6 million included in 2021.

Finance income and costs

Interest expense on long-term debt

Interest expense on long-term debt for the three-month period ended September 30, 2022 was $2.1 million higher than the same quarter last year, of which $2.0 million is attributable mainly to a higher average interest rate.

The interest expense on long-term debt for the nine-month period ended September 30, 2022 was $6.9 million higher than the same period last year due to the increase in the average level of debt, based on the month-end debt levels, which was $1.63 billion in 2022 compared to $1.40 billion in 2021, accounting for $5.6 million of the increase, and from the increase in interest rates accounting for $1.2 million of the increase.

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 September 30, 2022, a loss of $72.6 million of foreign exchange variations (a loss of $72.0 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 September 30, 2021, a gain of $7.2 million of foreign exchange variations (a gain of $6.2 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 nine-month period ended September 30, 2022, a loss of $95.8 million of foreign exchange variations (a loss of $92.2 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 nine-month period ended September 30, 2021, a loss of $19.7 million of foreign exchange variations (a loss of $17.1 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 September 30, 2022, the Company’s effective tax rate was 17.4%. The income tax expense of $51.5 million reflects a $27.1 million favorable variance versus an anticipated income tax expense of $78.6 million based on the Company’s statutory tax rate of 26.5%. The favorable variance is mainly due to favorable variations from tax deductions and tax exempt income of $23.4 million, primarily from the gain on sale of CFI.

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Management’s Discussion and Analysis

For the nine months ended September 30, 2022, the Company’s effective tax rate was 22.6%. The income tax expense of $196.0 million reflects a $33.4 million favorable variance versus an anticipated income tax expense of $229.4 million based on the Company’s statutory tax rate of 26.5%. The favorable variance is mainly due to favorable variations from tax deductions and tax exempt income of $33.1 million, primarily due to the sale of CFI, and $2.8 million for rate differentials between jurisdictions which is partially offset by an unfavourable variance of $2.8 million for non-deductible expenses.

Net income and adjusted net income

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

For the three months ended September 30, 2022, TFI International’s net income was $245.2 million as compared to $131.6 million in Q3 2021. The Company’s adjusted net income¹, a non-IFRS measure, which excludes items listed in the above table, was $181.2 million as compared to $138.9 million in Q3 2021, an increase of 30% or $42.3 million. Adjusted EPS, fully diluted, increased by $0.55 to $2.01 from $1.46 in Q3 2021.

For the nine months ended September 30, 2022, TFI International’s net income was $669.7 million as compared to $610.3 million in Q3 2021, which included a bargain purchase gain on the acquisition of UPS Freight of $283.6 million. The Company’s adjusted net income¹, a non-IFRS measure, which excludes items listed in the above table, was $579.9 million as compared to $349.7 million in Q3 2021, an increase of 66% or $230.2 million. Adjusted EPS, fully diluted, increased by $2.63 to $6.29 from $3.66 in Q3 2021.

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

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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

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.

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Management’s Discussion and Analysis

Package and Courier

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

Revenue

For the three-month period ended September 30, 2022, revenue decreased by $13.1 million or 10%, from $133.3 million in 2021 to $120.2 million in 2022. This decrease is mostly attributable to a 2.9% decrease in packages combined with a 7.0% decrease in revenue per package (excluding fuel surcharge). The decrease in revenue per package is attributable to a decrease of 2.7% in revenue per pound (excluding fuel surcharge) and a 4.0% decrease in average weight per package. The decrease in packages is attributable to softness in the market, primarily in the business-to-consumer deliveries.

For the nine-month period ended September 30, 2022, revenue decreased by $40.2 million or 10%, from $410.1 million in 2021 to $369.9 million in 2022. This decrease is attributable to a 4.2% decrease in revenue per package combined with a 5.9% decrease in packages related primarily to softness in the business-to-consumer market.

Operating expenses

For the three-month period ended September 30, 2022, materials and services expenses, net of fuel surcharge revenue, decreased $19.8 million or 33%, mostly due to an increase of $19.0 million in fuel surcharge revenue. Personnel expenses decreased by $3.5 million or 9% primarily from a $2.4 million decrease in direct labor and a decrease of $0.8 million in administrative salaries. The decrease in direct labor is primarily attributable to the decrease in overall volume and increased operational efficiencies.

For the nine-month period ended September 30, 2022, materials and services expenses, net of fuel surcharge revenue, decreased $58.2 million or 32%, mostly due to a $54.6 million increase in fuel surcharge revenue combined with a decrease of $5.4 million in P&D costs driven by decreased volume, partially offset by a $4.2 million increase in linehaul purchases mainly due to higher fuel surcharge paid to linehaul sub-contractors. Personnel expenses decreased by $7.0 million or 6% from a $8.3 million decrease in direct labor offset by a reduction of $1.2 million in wage subsidies. The decrease in direct labor is primarily attributable to the decrease in overall volume.

Operating income

Operating income for the three-month period ended September 30, 2022, increased by $10.0 million or 42%. The operating margin was 28.2% in the third quarter of 2022, a strong improvement when compared to 17.9% for the same period in 2021.

9

Management’s Discussion and Analysis

For the nine-month period ended September 30, 2022, operating income increased by $25.0 million or 35%. The operating margin was 26.2% for this period of 2022 compared to 17.5% for the same period in 2021.

The return on invested capital increased 781 basis points, from 23.2% in the trailing twelve months ended September 30, 2021, to 31.0% in the trailing

twelve months ended September 30, 2022. This is primarily due to an increase in operating income over the same period.

Less-Than-Truckload