EX-99.3

EX-99.3 4 tfii-ex99_3.htm EX-99.3 EX-99.3

展览品99.3

缩短的合并财务报表附注

截至第三季结束

2024年9月30日

内容


简明综合财务状况报表	2
简明综合收入报表	3
简明综合综合收益报表	4
简明综合股权变动报表	5
简明综合现金流量报表	6
简明综合中期财务报表附注	7

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tfi international公司。	总合综合财务报表财务状况摘要

(未经查核)


(以千美元为单位)		截至			截至
	认股权证	九月三十日， 2024			12月31日， 2023
资产
现金及现金等价物			55,218			335,556
贸易及其他应收款项			1,028,679			894,771
存货资产			25,177			23,964
应收当期税项			10,737			23,637
预付款项			84,433			56,269
待售资产			21,523			1,802
流动资产合计			1,225,767			1,335,999

财产和设备	7		3,022,273			2,415,472
租赁资产	8		572,656			425,630
无形资产	9		2,619,198			2,019,301
投资	10		23,450			50,209
其他资产			21,876			16,394
递延税款贷项			14,634			20,615
非流动资产			6,274,087			4,947,621
资产总额			7,499,854			6,283,620

负债
贸易及其他应付款项			733,352			671,936
当前应付税项			5,199			2,442
计提	14		84,954			66,565
其他金融负债			15,340			23,420
长期负债	11		249,622			174,351
租赁负债	12		159,640			127,397
流动负债			1,248,107			1,066,111

长期负债	11		2,309,470			1,709,831
租赁负债	12		450,703			332,761
员工福利	13		83,416			53,231
计提	14		141,293			93,335
其他金融负债			5,123			3,699
递延所得税负债			509,854			433,242
非流动负债			3,499,859			2,626,099
总负债			4,747,966			3,692,210

股权
股本	15		1,136,247			1,107,290
资本公积	15, 17		29,170			37,684
累积其他全面损失			(229,064	)		(200,539	)
保留收益			1,815,535			1,646,975
总股本			2,751,888			2,591,410

条款、信用证以及其他承诺	21
负债加股东权益总额			7,499,854			6,283,620

第基本报表的注解 7 天从发票日期计算，被视为商业合理。 24 是这些简明综合暂行基本报表的重要组成部分。

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tfi international公司。	紧缩的综合统计数据收入要素

(未经查核)


(以美元计，除每股金额外皆以千为单位)		三个月			三个月			九个月			九个月
		结束了			结束了			结束了			结束了
	认股权证	2024年9月30日			2023年9月30日			2024年9月30日			2023年9月30日

营业收入			1,905,330			1,632,894			5,477,951			4,742,772
燃油附加费			279,253			278,152			841,992			809,717
营业总收入			2,184,583			1,911,046			6,319,943			5,552,489

材料及服务费用	18		1,090,870			961,949			3,138,831			2,799,934
人事费用			638,826			540,767			1,877,187			1,575,399
其他营业费用			101,049			107,130			325,780			324,320
固定资产及设备折旧	7		89,966			64,387			241,939			185,782
使用权资产折旧	8		44,930			33,822			125,990			97,211
营业无形资产摊销	9		18,831			15,882			55,347			43,327
业务出售损失			-			3,011			-			3,011
售卖铁路车辆和设备利润			(3,378	)		(1,131	)		(7,836	)		(12,925	)
解除使用权资产亏损（利得）			36			(174	)		77			(1,241	)
售出土地和建筑楼宇亏损			-			-			-			40
出售资产损益损失（利得），扣除减值
待售资产			159			(15,156	)		(337	)		(21,747	)
营业费用总计			1,981,289			1,710,487			5,756,978			4,993,111

营收			203,294			200,559			562,965			559,378

财务（收入）支出
财务收入	19		(6,831	)		(2,002	)		(13,003	)		(4,283	)
财务成本	19		46,839			23,751			127,753			61,891
财务成本净额			40,008			21,749			114,750			57,608

所得税前收益			163,286			178,810			448,215			501,770
所得税支出	20		35,297			45,471			109,610			128,279

净利润			127,989			133,339			338,605			373,491

每股收益
基本每股收益	16		1.51			1.55			4.00			4.33
稀释每股盈利	16		1.50			1.54			3.97			4.28

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

│3


TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


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

Net income		127,989		133,339			338,605			373,491

Other comprehensive income (loss)
Items that may be reclassified to income or loss in future periods:
Foreign currency translation differences		2,137		(7,627	)		3,221			479
Net investment hedge, net of tax		21,067		(28,384	)		(31,033	)		(1,518	)
Items directly reclassified to retained earnings:
Unrealized gain (loss) on investments in equity securities
measured at fair value through OCI, net of tax		1,343		-			(7,871	)		13,562
Other comprehensive income (loss), net of tax		24,547		(36,011	)		(35,683	)		12,523

Total comprehensive income		152,536		97,328			302,922			386,014

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

│4


TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
	PERIODS ENDED September 30, 2024 AND 2023 (UNAUDITED)


(In thousands of U.S. dollars)								Accumulated			Accumulated
								foreign			unrealized						Total
								currency			gain (loss)						equity
								translation			on invest-						attributable
								differences			ments in			Retained			to owners
		Share			Contributed			& net invest-			equity			earnings			of the
	Note	capital			surplus			ment hedge			securities			(deficit)			Company

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

Net income			-			-			-			-			338,605			338,605
Other comprehensive loss, net of tax			-			-			(27,812	)		(7,871	)		-			(35,683	)
Realized gain (loss) on equity securities, net of tax			-			-			-			7,158			(7,158	)		-
Total comprehensive (loss) income			-			-			(27,812	)		(713	)		331,447			302,922

Share-based payment transactions, net of tax	17		-			10,743			-			-			-			10,743
Stock options exercised, net of tax	15, 17		14,087			(2,477	)		-			-			-			11,610
Dividends to owners of the Company	15		-			-			-			-			(101,234	)		(101,234	)
Repurchase of own shares	15		(2,761	)		-			-			-			(31,418	)		(34,179	)
Net settlement of restricted share units
and performance share units, net of tax	15, 17		17,631			(16,780	)		-			-			(30,235	)		(29,384	)
Total transactions with owners, recorded directly in equity			28,957			(8,514	)		-			-			(162,887	)		(142,444	)

Balance as at September 30, 2024			1,136,247			29,170			(228,108	)		(956	)		1,815,535			2,751,888

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

Net income			-			-			-			-			373,491			373,491
Other comprehensive (loss) income, net of tax			-			-			(1,039	)		13,562			-			12,523
Realized gain (loss) on equity securities, net of tax			-			-			-			(13,323	)		13,323			-
Total comprehensive (loss) income			-			-			(1,039	)		239			386,814			386,014

Share-based payment transactions, net of tax	17		-			17,118			-			-			-			17,118
Stock options exercised, net of tax	15, 17		16,750			(4,228	)		-			-			-			12,522
Dividends to owners of the Company	15		-			-			-			-			(90,478	)		(90,478	)
Repurchase of own shares	15		(12,065	)		-			-			-			(106,770	)		(118,835	)
Net settlement of restricted share units, net of tax	15, 17		29,185			(20,829	)		-			-			(54,937	)		(46,581	)
Total transactions with owners, recorded directly in equity			33,870			(7,939	)		-			-			(252,185	)		(226,254	)

Balance as at September 30, 2023			1,123,099			33,552			(240,159	)		6,038			1,700,300			2,622,830

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

│5


TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	(UNAUDITED)


(In thousands of U.S. dollars)			Three months			Three months			Nine months			Nine months
			ended			ended			ended			ended
	Note		Sept. 30, 2024			Sept. 30, 2023*			Sept. 30, 2024			Sept. 30, 2023*

Cash flows from operating activities
Net income				127,989			133,339			338,605			373,491
Adjustments for:
Depreciation of property and equipment		7		89,966			64,387			241,939			185,782
Depreciation of right-of-use assets		8		44,930			33,822			125,990			97,211
Amortization of intangible assets		9		18,831			15,882			55,347			43,327
Share-based payment transactions		17		3,219			3,294			9,222			9,943
Net finance costs		19		40,008			21,749			114,750			57,608
Income tax expense		20		35,297			45,471			109,610			128,279
Loss on sale of business				-			3,011			-			3,011
Gain on sale of property and equipment				(3,378	)		(1,131	)		(7,836	)		(12,885	)
Loss (gain) on derecognition of right-of-use assets				36			(174	)		77			(1,241	)
Loss (gain), net of impairment, on sale of assets
held for sale				159			(15,156	)		(337	)		(21,747	)
Employee benefits				7,163			15,080			28,296			45,255
Provisions, net of payments				7,574			3,707			12,717			(24,155	)
Net change in non-cash operating working capital		6		53,444			18,370			(7,323	)		69,193
Interest paid				(46,136	)		(20,560	)		(115,051	)		(54,079	)
Income tax paid				(28,046	)		(42,352	)		(105,719	)		(187,734	)
Net cash from operating activities				351,056			278,739			800,287			711,259

Cash flows used in investing activities
Purchases of property and equipment		7		(123,672	)		(120,520	)		(320,072	)		(280,920	)
Proceeds from sale of property and equipment				17,152			17,451			49,475			61,631
Proceeds from sale of assets held for sale				27,978			22,651			31,414			40,137
Purchases of intangible assets		9		(774	)		(629	)		(5,130	)		(2,274	)
Business combinations, net of cash acquired		5		(30,961	)		(503,535	)		(945,182	)		(618,587	)
Purchases of investments				-			-			-			(4,352	)
Proceeds from sale of investments				-			13			19,068			89,225
Others				(2,945	)		1,333			(3,266	)		724
Net cash used in investing activities				(113,222	)		(583,236	)		(1,173,693	)		(714,416	)

Cash flows (used in) from financing activities
Proceeds from long-term debt		11		-			75,000			500,000			75,000
Repayment of long-term debt		11		(148,742	)		(8,974	)		(186,937	)		(31,471	)
Net increase in revolving facilities		11		18,568			209,471			50,664			246,260
Repayment of lease liabilities		12		(43,956	)		(31,967	)		(123,262	)		(94,531	)
Decrease of other financial liabilities				(931	)		(6,122	)		(4,076	)		(9,419	)
Dividends paid				(33,879	)		(30,156	)		(100,783	)		(91,112	)
Repurchase of own shares		15		-			-			(34,179	)		(118,835	)
Proceeds from exercise of stock options		15		881			3,675			11,610			12,522
Share repurchase for settlement of restricted share
units and performance share units				(594	)		-			(29,386	)		(46,581	)
Net cash (used in) from financing activities				(208,653	)		210,927			83,651			(58,167	)

Net change in cash and cash equivalents				29,181			(93,570	)		(289,755	)		(61,324	)
Cash and cash equivalents, beginning of period				26,606			178,134			335,556			147,117
Effect of movements in exchange rates on
cash and cash equivalents				(569	)		3,700			9,417			2,471
Cash and cash equivalents, end of period				55,218			88,264			55,218			88,264

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

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

│6


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

Reporting entity

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

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

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

Basis of preparation

Statement of compliance

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

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on October 21, 2024.

Basis of measurement

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

•

investment in equity securities, derivative financial instruments and contingent considerations are measured at fair value;

•

liabilities for cash-settled share-based payment arrangements are measured at fair value in accordance with IFRS 2;

•

the defined benefit pension plan liability is recognized as the net total of the present value of the defined benefit obligation less the fair value of the plan assets; and

•

assets and liabilities acquired in business combinations are measured at fair value at acquisition date.

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

Seasonality of interim operations

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

Functional and presentation currency

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

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

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

Use of estimates and judgments

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

│7


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

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

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

Material accounting policies

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

New standards and interpretations adopted during the period

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

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

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

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

•

the settlement of a liability includes transferring a company’s own equity instruments to the counterparty; and

•

when classifying liabilities as current or non-current a company can ignore only those conversion options that are recognized as equity.

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

Lease Liability in a Sale and Leaseback

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

│8


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

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

New standards and interpretations not yet adopted

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

Presentation and Disclosure in Financial Statements – IFRS 18

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

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

•

introducing a newly defined ‘operating profit’ subtotal and a requirement for all income and expenses to be allocated between three new distinct categories based on a company’s main business activities (i.e. operating, investing and financing);

•

requiring disclosure about management performance measures (MPMs); and

•

adding new principles for aggregation and disaggregation of information

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

Segment reporting

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

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

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



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

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

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

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

│9


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


	Less-
	Than-
	Truckload(2)			Truckload		Logistics		Corporate			Eliminations(2)			Total
Three months ended September 30, 2024
Revenue(1)		770,757			722,882		426,480		-			(14,789	)		1,905,330
Fuel surcharge(1)		151,158			106,577		24,600		-			(3,082	)		279,253
Total revenue(1)		921,915			829,459		451,080		-			(17,871	)		2,184,583
Operating income (loss)		95,960			72,227		48,695		(13,588	)		-			203,294
Selected items:
Materials and services expenses		381,053			438,140		299,440		(9,892	)		(17,871	)		1,090,870
Personnel expenses		337,058			217,812		66,232		17,724			-			638,826
Other operating expenses		51,045			23,209		21,721		5,074			-			101,049
Depreciation and
amortization		54,117			83,920		15,019		671			-			153,727
Gain (loss), net of
impairment on sale of
assets held for sale		(2,013	)		1,854		-		-			-			(159	)
Intangible assets		419,654			1,451,575		747,927		42			-			2,619,198
Total assets		2,747,120			3,500,468		1,125,683		126,583			-			7,499,854
Total liabilities		868,769			823,039		335,638		2,720,645			(125	)		4,747,966
Additions to property
and equipment		54,506			66,974		1,942		250			-			123,672

Three months ended September 30, 2023
Revenue(1)		828,750			401,510		416,222		-			(13,588	)		1,632,894
Fuel surcharge(1)		180,141			75,058		26,003		-			(3,050	)		278,152
Total revenue(1)		1,008,891			476,568		442,225		-			(16,638	)		1,911,046
Operating income (loss)		125,592			50,057		40,855		(15,945	)		-			200,559
Selected items:
Materials and services expenses		432,307			245,364		309,115		(8,199	)		(16,638	)		961,949
Personnel expenses		347,414			120,810		53,278		19,265			-			540,767
Other operating expenses		66,061			13,283		26,049		1,737			-			107,130
Depreciation and
amortization		50,913			50,070		12,977		131			-			114,091
Gain, net of
impairment on sale of
assets held for sale		14,610			546		-		-			-			15,156
Gain on sale of business		-			-		-		(3,011	)		-			(3,011	)
Intangible assets		374,019			838,644		804,509		116			-			2,017,288
Total assets		2,722,834			1,985,704		1,189,077		157,936			-			6,055,551
Total liabilities		827,414			409,383		343,982		1,852,066			(124	)		3,432,721
Additions to property
and equipment		67,727			50,085		2,674		34			-			120,520

(1) Includes intersegment revenue and intersegment fuel surcharge, which are eliminated in the consolidated results and are not disclosed by reportable segment due to the non-material amounts.

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

│10


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


	Less-
	Than-
	Truckload(2)			Truckload			Logistics		Corporate			Eliminations(2)			Total
Nine months ended September 30, 2024
Revenue(1)		2,348,436			1,858,300			1,310,778		-			(39,563	)		5,477,951
Fuel surcharge(1)		478,359			292,667			79,532		-			(8,566	)		841,992
Total revenue(1)		2,826,795			2,150,967			1,390,310		-			(48,129	)		6,319,943
Operating income (loss)		290,909			197,018			139,467		(64,429	)		-			562,965
Selected items:
Materials and services expenses		1,174,311			1,108,522			928,416		(24,290	)		(48,128	)		3,138,831
Personnel expenses		1,030,861			573,953			204,737		67,636			-			1,877,187
Other operating expenses		167,539			69,048			72,564		16,629			-			325,780
Depreciation and
amortization		161,278			214,741			45,194		2,063			-			423,276
Gain (loss), net of
impairment on sale of
assets held for sale		(1,526	)		1,827			36		-			-			337
Intangible assets		419,654			1,451,575			747,927		42			-			2,619,198
Total assets		2,747,120			3,500,468			1,125,683		126,583			-			7,499,854
Total liabilities		868,769			823,039			335,638		2,720,645			(125	)		4,747,966
Additions to property
and equipment		161,068			153,671			4,730		603			-			320,072

Nine months ended September 30, 2023
Revenue(1)		2,418,985			1,226,315			1,133,240		-			(35,768	)		4,742,772
Fuel surcharge(1)		527,790			230,127			59,283		-			(7,483	)		809,717
Total revenue(1)		2,946,775			1,456,442			1,192,523		-			(43,251	)		5,552,489
Operating income		318,631			186,736			105,458		(51,447	)		-			559,378
Selected items:
Materials and services expenses		1,262,305			745,619			852,600		(17,339	)		(43,251	)		2,799,934
Personnel expenses		1,044,108			352,828			124,112		54,351			-			1,575,399
Other operating expenses		195,023			40,880			77,392		11,025			-			324,320
Depreciation and
amortization		146,154			146,655			33,112		399			-			326,320
Gain on sale of
land and buildings		(36	)		(4	)		-		-			-			(40	)
Gain (loss), net of
impairment on sale of
assets held for sale		17,792			3,955			-		-			-			21,747
Gain on sale of business		-			-			-		(3,011	)		-			(3,011	)
Intangible assets		374,019			838,644			804,509		116			-			2,017,288
Total assets		2,722,834			1,985,704			1,189,077		157,936			-			6,055,551
Total liabilities		827,414			409,383			343,982		1,852,066			(124	)		3,432,721
Additions to property
and equipment		182,364			93,489			3,569		182			-			279,604

(1) Includes intersegment revenue and intersegment fuel surcharge, which are eliminated in the consolidated results and are not disclosed by reportable segment due to the non-material amounts.

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

│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 SEPTEMBER 30, 2024 AND 2023 – (UNAUDITED)

Geographical information

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


	Less-
	Than-
	Truckload(1)		Truckload		Logistics		Eliminations(1)			Total
Three months ended September 30, 2024
Canada		287,371		293,739		64,745		(10,020	)		635,835
United States		634,544		535,720		386,335		(7,851	)		1,548,748
Total		921,915		829,459		451,080		(17,871	)		2,184,583

Three months ended September 30, 2023
Canada		298,358		279,229		65,105		(9,044	)		633,648
United States		710,533		197,339		377,120		(7,594	)		1,277,398
Total		1,008,891		476,568		442,225		(16,638	)		1,911,046

Nine months ended September 30, 2024
Canada		860,960		869,969		192,397		(27,534	)		1,895,792
United States		1,965,834		1,280,998		1,197,913		(20,594	)		4,424,151
Total		2,826,794		2,150,967		1,390,310		(48,128	)		6,319,943

Nine months ended September 30, 2023
Canada		883,216		850,812		194,512		(24,463	)		1,904,077
United States		2,063,559		605,630		998,011		(18,788	)		3,648,412
Total		2,946,775		1,456,442		1,192,523		(43,251	)		5,552,489

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

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


	As at		As at
	September 30, 2024		December 31, 2023
Property and equipment, right-of-use assets and intangible assets
Canada		2,421,964		2,208,595
United States		3,792,163		2,651,808
		6,214,127		4,860,403

Business combinations

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

On April 1, 2024, the Group completed the acquisition of Daseke, Inc. The purchase price for the business acquisition totaled $817.0 million, which was funded by a $500.0 million term loan obtained and the remaining balance was drawn from cash on hand, and the Group absorbed $314.7 million of equipment financing debt in the acquisition. During the nine months ended September 30, 2024, the business contributed revenue and net income of $730.9 million and $5.2 million, respectively since the acquisition.

Had the Group acquired Daseke on January 1, 2024, as per management’s best estimates, the revenue and net income for this entity would have been $1,087.8 million and $6.7 million, respectively. In determining these estimated amounts, management assumed that the fair value adjustments that arose on the date of acquisition would have been the same had the acquisitions occurred on January 1, 2024 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expense based on the effective tax rate of the entity.

During the nine months ended September 30, 2024, the non-material businesses, in aggregate, contributed revenue and net income of $100.8 million and $1.1 million, respectively, since the acquisitions.

Had the Group acquired the non-material businesses on January 1, 2024, as per management’s best estimates, the revenue and net income for these entities would have been $160.2 million and $6.1 million, respectively. In determining these estimated amounts, management assumed that the fair value adjustments that arose on the date of acquisition would have been the same had the

│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 SEPTEMBER 30, 2024 AND 2023 – (UNAUDITED)

acquisitions occurred on January 1, 2024 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expense based on the effective tax rate of the entity.

During the nine months ended September 30, 2024, $0.5 million of transaction costs (2023 – $0.6 million) have been expensed in other operating expenses in the consolidated statements of income in relation to the above-mentioned business acquisitions.

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

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


Identifiable assets acquired and liabilities assumed	Note		Daseke			Others			September 30, 2024
Cash and cash equivalents				46,242			32,863			79,105
Trade and other receivables				173,389			27,457			200,846
Inventoried supplies and prepaid expenses				29,872			4,065			33,937
Property and equipment		7		578,421			58,593			637,014
Right-of-use assets		8		109,652			9,161			118,813
Intangible assets		9		60,233			49,832			110,065
Other assets				3,093			(17	)		3,076
Trade and other payables				(101,811	)		(19,856	)		(121,667	)
Income tax payable				2,084			1,025			3,109
Employee benefits				(194	)		-			(194	)
Provisions				(54,681	)		-			(54,681	)
Other non-current liabilities				(213	)		-			(213	)
Long-term debt		11		(314,670	)		-			(314,670	)
Lease liabilities		12		(109,652	)		(9,161	)		(118,813	)
Deferred tax liabilities				(96,434	)		(13,075	)		(109,509	)
Total identifiable net assets				325,331			140,887			466,218
Total consideration transferred				816,958			210,882			1,027,840
Goodwill		9		491,627			69,995			561,622
Cash				816,958			207,329			1,024,287
Contingent consideration				-			3,553			3,553
Total consideration transferred				816,958			210,882			1,027,840

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

The total trade receivables comprise gross amounts due of $203.7 million, of which $2.9 million was expected to be uncollectible at the acquisition date.

Goodwill

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

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


Operating segment	Reportable segment	Sept. 30, 2024
Canadian Less-Than-Truckload	Less-Than-Truckload		115
U.S. Less-Than-Truckload	Less-Than-Truckload		29,425
Canadian Truckload	Truckload		10,612
Specialized Truckload	Truckload		519,668
Logistics	Logistics		1,802
			561,622

│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 SEPTEMBER 30, 2024 AND 2023 – (UNAUDITED)

Contingent consideration

The contingent consideration for the nine months ended September 30, 2024 relates to non-material business acquisitions and is recorded in the original determination of the fair value of assets acquired and liabilities assumed. The fair value was determined using expected cash flows. These considerations are contingent on achieving specified earnings levels in future periods. The maximum amount payable is $4.5 million in less than one year, and $2.9 in more than one year.

The contingent consideration balance at September 30, 2024 is $8.1 million (December 31, 2023 - $13.2 million) and is presented in other financial liabilities on the consolidated statements of financial position.

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

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

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

Additional cash flow information

Net change in non-cash operating working capital


	Three months			Three months			Nine months			Nine months
	ended			ended			ended			ended
	Sept. 30, 2024			Sept. 30, 2023			Sept. 30, 2024			Sept. 30, 2023
Trade and other receivables		56,141			(27,604	)		60,951			125,677
Inventoried supplies		1,094			2,150			3,245			3,238
Prepaid expenses		(1,738	)		7,844			(5,159	)		(13,647	)
Trade and other payables		(2,053	)		35,980			(66,360	)		(46,075	)
		53,444			18,370			(7,323	)		69,193

Property and equipment


			Land and			Rolling
	Note		buildings			stock			Equipment			Total
Cost
Balance at December 31, 2023				1,383,977			1,758,200			192,371			3,334,548
Additions through business combinations		5		115,312			511,742			9,960			637,014
Other additions				44,521			251,556			23,995			320,072
Disposals				(6,029	)		(123,513	)		(9,146	)		(138,688	)
Reclassification to assets held for sale				(35,744	)		(45,643	)		-			(81,387	)
Effect of movements in exchange rates				(8,659	)		(13,401	)		(5,293	)		(27,353	)
Balance at September 30, 2024				1,493,378			2,338,941			211,887			4,044,206

Accumulated Depreciation
Balance at December 31, 2023				105,401			690,232			123,443			919,076
Depreciation				19,732			206,386			15,821			241,939
Disposals				(5,857	)		(84,108	)		(7,084	)		(97,049	)
Reclassification to assets held for sale				(2,160	)		(28,439	)		-			(30,599	)
Effect of movements in exchange rates				(1,373	)		(7,809	)		(2,252	)		(11,434	)
Balance at September 30, 2024				115,743			776,262			129,928			1,021,933

Net carrying amounts
At December 31, 2023				1,278,576			1,067,968			68,928			2,415,472
At September 30, 2024				1,377,635			1,562,679			81,959			3,022,273

│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 SEPTEMBER 30, 2024 AND 2023 – (UNAUDITED)

Right-of-use assets


			Land and			Rolling
	Note		buildings			stock			Equipment			Total
Cost
Balance at December 31, 2023				588,359			290,358			3,814			882,531
Other additions				99,040			65,809			659			165,508
Additions through business combinations		5		73,774			43,585			1,454			118,813
Derecognition*				(20,129	)		(47,673	)		(417	)		(68,219	)
Effect of movements in exchange rates				(8,330	)		(6,127	)		11			(14,446	)
Balance at September 30, 2024				732,714			345,952			5,521			1,084,187

Depreciation
Balance at December 31, 2023				330,515			124,677			1,709			456,901
Depreciation				61,179			62,258			2,553			125,990
Derecognition*				(19,659	)		(44,109	)		(350	)		(64,118	)
Effect of movements in exchange rates				(4,823	)		(2,407	)		(12	)		(7,242	)
Balance at September 30, 2024				367,212			140,419			3,900			511,531

Net carrying amounts
At December 31, 2023				257,844			165,681			2,105			425,630
At September 30, 2024				365,502			205,533			1,621			572,656

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

Intangible assets


					Other intangible assets
											Non-
					Customer			Trademarks			compete			Information
Note		Goodwill			relationships			and other			agreements			technology			Total
Cost
Balance at December 31, 2023			1,562,129			757,195			62,672			23,319			39,305			2,444,620
Additions through business combinations	5		561,622			72,808			33,529			3,393			335			671,687
Other additions			-			-			-			-			5,130			5,130
Extinguishments			-			-			(4,432	)		(288	)		(2,149	)		(6,869	)
Effect of movements in
exchange rates			(19,100	)		(5,717	)		(609	)		(269	)		(326	)		(26,021	)
Balance at September 30, 2024			2,104,651			824,286			91,160			26,155			42,295			3,088,547

Amortization and impairment losses
Balance at December 31, 2023			79,052			286,828			25,119			11,873			22,447			425,319
Amortization			-			42,994			4,648			2,896			4,809			55,347
Extinguishments			-			-			(4,432	)		(288	)		(2,149	)		(6,869	)
Effect of movements in
exchange rates			(1,104	)		(2,626	)		(329	)		(107	)		(282	)		(4,448	)
Balance at September 30, 2024			77,948			327,196			25,006			14,374			24,825			469,349

Net carrying amounts
At December 31, 2023			1,483,077			470,367			37,553			11,446			16,858			2,019,301
At September 30, 2024			2,026,703			497,090			66,154			11,781			17,470			2,619,198

10.

Investments


	As at		As at
	September 30, 2024		December 31, 2023
Level 1 investments		5,125		31,557
Level 2 investments		4,301		4,339
Level 3 investments		14,024		14,313
		23,450		50,209

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

During the nine months ended September 30, 2024, the Group sold Level 1 investments for proceeds of $19.1 million resulting in a realized loss, net of tax, of 7.2 M$ on equity securities transferred from OCI to retained earnings.

│15


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

11.

Long-term debt


	As at		As at
	September 30, 2024		December 31, 2023
Non-current liabilities
Unsecured revolving facilities		72,437		22,166
Unsecured term loan		379,264		-
Unsecured senior notes		1,652,472		1,652,049
Conditional sales contracts		201,233		31,278
Other long-term debt		4,064		4,338
		2,309,470		1,709,831

Current liabilities
Current portion of unsecured debenture		147,972		151,023
Current portion of other long-term debt		363		354
Current portion of conditional sales contracts		101,287		22,974
		249,622		174,351

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


		Nine months ended			Nine months ended
		September 30, 2024			September 30, 2023
Balance at beginning of period			1,884,182			1,315,757
Proceeds from long-term debt			500,000			75,000
Business combinations	5		314,670			4,808
Repayment of long-term debt			(186,937	)		(31,471	)
Net increase in revolving facilities			50,664			246,260
Amortization of deferred financing fees			1,447			980
Effect of movements in exchange rates			(37,299	)		(4,313	)
Effect of movements in exchange rates - debt
designated as net investment hedge			32,365			3,383
Balance at end of period			2,559,092			1,610,404

On March 22, 2024, the Group amended its revolving credit facility, including the addition of a $500.0 million term loan and an extension. Under the new amendment, the revolving credit facility was extended to March 22, 2027. The new agreement also provides the Company with a non-revolving term loan for $500.0 million maturing in 1 to 3 years, $100.0 million each in year one and year two and $300.0 million in year three. Based on certain ratios, the interest rate on the term loan is the sum of SOFR, plus an applicable margin, which can vary between 128 basis points and 190 basis points. The applicable margin on the credit facility is currently 1.65%. Deferred financing fees of $1.3 million were recognized on the increase. The amendment also includes the adoption of the Canadian Interest Rate Benchmark Reform, resulting in the replacement of the banker’s acceptance rate in Canada with the Canadian Overnight Repo Rate Average (CORRA), a measure of the cost of overnight general collateral funding in Canadian Dollars using Government of Canada treasury bills and bonds as collateral for repurchase transactions. The change did not have a material impact on the Group’s financial statements. The debt amendment is subject to the same covenants as previously required by the Company’s syndicated revolving credit agreement as described in note 26(f) of the 2023 annual audited consolidated financial statements.

The Group’s revolving facilities have a total size of $958.2 million at September 30, 2024 (December 31, 2023 – $951.4 million) and an additional $186.3 million of credit availability (CAD $245.0 million and USD $5.0 million). The additional credit is available under certain conditions under the Group’s syndicated revolving credit agreement.

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

12.

Lease liabilities


	As at		As at
	September 30, 2024		December 31, 2023
Current portion of lease liabilities		159,640		127,397
Long-term portion of lease liabilities		450,703		332,761
		610,343		460,158

│16


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

The table below summarizes changes to the lease liabilities:


			Nine months ended			Nine months ended
	Note		September 30, 2024			September 30, 2023
Balance at beginning of period				460,158			413,039
Business combinations		5		118,813			30,472
Additions				165,508			84,041
Derecognition*				(4,024	)		(16,843	)
Repayment				(123,262	)		(94,531	)
Effect of movements in exchange rates				(6,850	)		(939	)
Balance at end of period				610,343			415,239

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

Extension options

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

The lease liabilities include future lease payments of $23.6 million (December 31, 2023 – $7.9 million) related to extension options that the Group is reasonably certain to exercise.

The Group has estimated that the potential future lease payments, should it exercise the remaining extension options, would result in an increase in lease liabilities of $447.9 million (December 31, 2023 - $375.0 million).

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

Contractual cash flows

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


	As at
	September 30, 2024
Less than 1 year		186,108
Between 1 and 5 years		376,202
More than 5 years		140,421
		702,731

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 2023 annual audited consolidated financial statements.

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


	Three months		Three months			Nine months		Nine months
	ended		ended			ended		ended
	Sept. 30, 2024		Sept. 30, 2023			Sept. 30, 2024		Sept. 30, 2023
Current service cost		12,045		14,984			43,114		44,964
Net interest cost (income)		692		(196	)		1,481		(711	)
Net periodic benefit cost		12,737		14,788			44,595		44,253

Pension contributions		5,000		-			15,000		-

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

│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 SEPTEMBER 30, 2024 AND 2023 – (UNAUDITED)

14.

Provisions


	Self-insurance		Other		Total
As at September 30, 2024
Current provisions		70,880		14,074		84,954
Non-current provisions		121,618		19,675		141,293
		192,498		33,749		226,247

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

Self-insurance provisions represent the uninsured portion of outstanding claims at period-end. Other provisions include mainly litigation provisions of $19.7 million (December 31, 2023 - $16.6 million) and environmental remediation liabilities of $4.0 million (December 31, 2023 - $9.7 million). Litigation provisions contain various pending claims for which management uses judgment and assumptions about future events. The outcomes will depend on future claim developments.

15.

Share capital and other components of equity

The following table summarizes the number of common shares issued:


(in number of shares)			Nine months			Nine months
			ended			ended
	Note		Sept. 30, 2024			Sept. 30, 2023
Balance, beginning of period				84,441,733			86,539,559
Repurchase and cancellation of own shares				(250,000	)		(1,109,900	)
Stock options exercised		17		443,118			502,041
Balance, end of period				84,634,851			85,931,700

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


	Nine months			Nine months
	ended			ended
	Sept. 30, 2024			Sept. 30, 2023
Balance, beginning of period		1,107,290			1,089,229
Repurchase and cancellation of own shares		(2,761	)		(12,065	)
Cash consideration of stock options exercised		11,610			12,522
Ascribed value credited to share capital on stock options exercised, net of tax		2,477			4,228
Issuance of shares on settlement of RSUs and PSUs, net of tax		17,631			29,185
Balance, end of period		1,136,247			1,123,099

Pursuant to the normal course issuer bid (“NCIB”) which began on November 2, 2023 and ending on November 1, 2024, the Company is authorized to repurchase for cancellation up to a maximum of 7,161,046 of its common shares under certain conditions. As at September 30, 2024, and since the inception of this NCIB, the Company has repurchased and cancelled 1,035,140 shares. Subsequent to the third quarter of 2024, the Board of Directors approved the renewal of the Company's NCIB. Under the renewed NCIB, the Company may purchase for cancellation a maximum of 7,918,103 common shares from November 2, 2024 to November 1, 2025. The renewed NCIB is subject to approval of the Toronto Stock Exchange.

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

│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 SEPTEMBER 30, 2024 AND 2023 – (UNAUDITED)

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		Nine months			Nine months
	ended		ended		ended			ended
	Sept. 30, 2024		Sept. 30, 2023		Sept. 30, 2024			Sept. 30, 2023
Net income		127,989		133,339		338,605			373,491
Issued common shares, beginning of period		84,604,483		85,801,479		84,441,733			86,539,559
Effect of stock options exercised		4,070		47,956		223,757			285,794
Effect of repurchase of own shares		-		-		(137,445	)		(639,301	)
Weighted average number of common shares		84,608,553		85,849,435		84,528,045			86,186,052

Earnings per share – basic (in dollars)		1.51		1.55		4.00			4.33

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		Nine months		Nine months
	ended		ended		ended		ended
	Sept. 30, 2024		Sept. 30, 2023		Sept. 30, 2024		Sept. 30, 2023
Net income		127,989		133,339		338,605		373,491
Weighted average number of common shares		84,608,553		85,849,435		84,528,045		86,186,052
Dilutive effect:
Stock options, restricted share units
and performance share units		514,165		1,002,184		693,770		1,144,205
Weighted average number of diluted common shares		85,122,718		86,851,619		85,221,815		87,330,257

Earnings per share - diluted (in dollars)		1.50		1.54		3.97		4.28

As at September 30, 2024, no stock options were excluded from the calculation of diluted earnings per share (September 30, 2023 – nil) as these were deemed to be anti-dilutive.

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

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 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	Three months					Three months					Nine months					Nine months
and in dollars)				ended					ended					ended					ended
	Sept. 30, 2024					Sept. 30, 2023					Sept. 30, 2024					Sept. 30, 2023
				Weighted					Weighted					Weighted					Weighted
	Number			average		Number			average		Number			average		Number			average
	of			exercise		of			exercise		of			exercise		of			exercise
	options			price		options			price		options			price		options			price
Balance, beginning of
period		377			31.05		930			29.14		790			29.17		1,302			27.89
Exercised		(30	)		30.01		(130	)		29.21		(443	)		27.61		(502	)		25.91
Balance, end of period		347			31.14		800			29.13		347			31.14		800			29.13
Options exercisable, end of period												347			31.14		771			28.71

│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 SEPTEMBER 30, 2024 AND 2023 – (UNAUDITED)

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


(in thousands of options and in dollars)		Options outstanding and exercisable
				Weighted
				average
		Number		remaining
		of		contractual life
Exercise prices		options		(in years)
	23.70		14		0.4
	30.71		307		1.4
	40.41		26		2.8
			347		1.5

Of the options outstanding at September 30, 2024, a total of 325,159 (December 31, 2023 - 726,572) are held by key management personnel.

The weighted average share price at the date of exercise for stock options exercised in the nine months ended September 30, 2024 was $140.91 (September 30, 2023 – $121.85).

For the three and nine months ended September 30, 2024, the Group recognized no compensation expense (September 30, 2023 - nil and $0.2 million).

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

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

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

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


(in units)	Three months		Three months		Nine months		Nine months
	ended		ended		ended		ended
	Sept. 30, 2024		Sept. 30, 2023		Sept. 30, 2024		Sept. 30, 2023
Balance, beginning of period		-		259,835		-		310,128
Paid		-		-		-		(51,925	)
Forfeited		-		-		-		(170	)
Dividends paid in units		-		825		-		2,627
Balance, end of period		-		260,660		-		260,660

For the three and nine months ended September 30, 2024, the Group recognized, as a result of the cash-settled director compensation plan, a compensation expense of $0.5 million and $1.6 million respectively (September 30, 2023 – $0.2 million and $0.8 million). In personnel expenses, the Group recognized no mark-to-market gain or loss on DSUs for the three and nine months ended September 30, 2024 (September 30, 2023 – loss of $4.7 million and $7.9 million). As at September 30, 2024, the total carrying amount of liabilities for cash-settled arrangements recorded in trade and other payables amounted to $2.9 million following the settlement of all outstanding DSUs in 2023 of which $2.9 million remains payable (December 31, 2023 - $2.9 million).

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

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

│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 SEPTEMBER 30, 2024 AND 2023 – (UNAUDITED)

Restricted share units

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

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

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

The table below summarizes changes to the outstanding RSUs:


(in thousands of RSUs	Three months					Three months				Nine months					Nine months
and in dollars)				ended				ended					ended					ended
	Sept. 30, 2024					Sept. 30, 2023				Sept. 30, 2024					Sept. 30, 2023
				Weighted				Weighted					Weighted					Weighted
	Number			average		Number		average		Number			average		Number			average
	of			grant date		of		grant date		of			grant date		of			grant date
	RSUs			fair value		RSUs		fair value		RSUs			fair value		RSUs			fair value
Balance, beginning of
period		162			115.84		191		93.62		192			93.62		272			58.33
Granted*		-			-		-		-		51			137.21		63			115.81
Reinvested		-			-		1		93.86		1			93.54		3			80.97
Settled		(2	)		129.24		-		-		(81	)		76.81		(145	)		36.87
Forfeited		(1	)		123.63		-		-		(4	)		115.43		(1	)		85.37
Balance, end of period		159			115.62		192		93.62		159			115.62		192			93.62

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


(in thousands of RSUs and in dollars)		RSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		RSUs		(in years)
	98.27		55		0.4
	157.51		2		0.4
	157.51		1		1.3
	115.51		54		1.4
	157.51		1		1.4
	135.00		46		2.4
			159		1.3

The weighted average share price at the date of settlement of the RSUs vested in the nine months ended September 30, 2024 was $134.64 (September 30, 2023 – $115.13). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded RSUs, in the amount of $10.4 million (September 30, 2023 – $18.1 million), was charged to retained earnings as share repurchase premium.

For the three and nine months ended September 30, 2024, the Group recognized, as a result of RSUs, a compensation expense of $1.6 million and $4.8 million respectively (September 30, 2023 - $1.5 million and $4.7 million) with a corresponding increase to contributed surplus.

Of the RSUs outstanding at September 30, 2024, a total of 103,046 (December 31, 2023 – 116,368) 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 SEPTEMBER 30, 2024 AND 2023 – (UNAUDITED)

Performance share units

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

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

The table below summarizes changes to the outstanding PSUs:


(in thousands of PSUs	Three months					Three months				Nine months					Nine months
and in dollars)				ended				ended					ended					ended
	Sept. 30, 2024					Sept. 30, 2023				Sept. 30, 2024					Sept. 30, 2023
				Weighted				Weighted					Weighted					Weighted
	Number			average		Number		average		Number			average		Number			average
	of			grant date		of		grant date		of			grant date		of			grant date
	PSUs			fair value		PSUs		fair value		PSUs			fair value		PSUs			fair value
Balance, beginning of
period		157			127.88		184		106.22		184			106.17		261			62.87
Granted		-			-		-		-		46			156.17		55			135.15
Reinvested		-			-		-		-		1			106.72		3			77.65
Settled		(1	)		114.28		-		-		(135	)		89.87		(267	)		32.70
Added due to performance conditions		1			102.30		-		-		64			89.87		134			32.93
Forfeited		(1	)		139.53		-		-		(4	)		129.71		(2	)		106.46
Balance, end of period		156			127.73		184		106.22		156			127.73		184			106.22

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


(in thousands of PSUs and in dollars)		PSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		PSUs		(in years)
	100.43		56		0.4
	135.15		54		1.4
	156.17		46		2.4
			156		1.3

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

For the three and nine months ended September 30, 2024, the Group recognized, as a result of PSUs, a compensation expense of $1.6 million and $4.4 million respectively (September 30, 2023 – $1.8 million and $5.0 million) with a corresponding increase to contributed surplus.

Of the PSUs outstanding at September 30, 2024, a total of 103,046 (December 31, 2023 - 116,368) are held by key management personnel.

│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 SEPTEMBER 30, 2024 AND 2023 – (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 consist primarily of fuel costs, repairs and maintenance, insurance, permits and operating supplies.


	Three months		Three months		Nine months		Nine months
	ended		ended		ended		ended
	Sept. 30, 2024		Sept. 30, 2023		Sept. 30, 2024		Sept. 30, 2023
Independent contractors		754,672		706,827		2,187,880		2,088,608
Vehicle operation expenses		336,198		255,122		950,951		711,326
		1,090,870		961,949		3,138,831		2,799,934

19.

Finance income and finance costs

Recognized in income or loss:


Costs (income)	Three months			Three months			Nine months			Nine months
	ended			ended			ended			ended
	Sept. 30, 2024			Sept. 30, 2023			Sept. 30, 2024			Sept. 30, 2023
Interest expense on long-term debt and amortization
of deferred financing fees		35,848			14,260			94,807			38,675
Interest expense on lease liabilities		6,385			4,027			17,925			11,611
Interest income		(727	)		(1,702	)		(6,951	)		(4,283	)
Net change in fair value and accretion expense
of contingent considerations		(6,104	)		(300	)		(6,052	)		134
Net foreign exchange loss		296			1,906			3,070			1,129
Other financial expenses		4,310			3,558			11,951			10,342
Net finance costs		40,008			21,749			114,750			57,608
Presented as:
Finance income		(6,831	)		(2,002	)		(13,003	)		(4,283	)
Finance costs		46,839			23,751			127,753			61,891

20.

Income tax expense

Income tax recognized in income or loss:


	Three months			Three months			Nine months			Nine months
	ended			ended			ended			ended
	Sept. 30, 2024			Sept. 30, 2023			Sept. 30, 2024			Sept. 30, 2023
Current tax expense
Current period		47,472			53,418			137,430			152,252
Adjustment for prior periods		(667	)		2,020			(1,736	)		1,627
		46,805			55,438			135,694			153,879
Deferred tax expense (recovery)
Origination and reversal of temporary differences		(7,418	)		(7,956	)		(24,810	)		(24,253	)
Variation in tax rate		(3,476	)		(328	)		(1,563	)		256
Adjustment for prior periods		(614	)		(1,683	)		289			(1,603	)
		(11,508	)		(9,967	)		(26,084	)		(25,600	)
Income tax expense		35,297			45,471			109,610			128,279

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

Reconciliation of effective tax rate:


	Three months					Three months					Nine months					Nine months
	ended					ended					ended					ended
	Sept. 30, 2024					Sept. 30, 2023					Sept. 30, 2024					Sept. 30, 2023
Income before income tax				163,286					178,810					448,215					501,770
Income tax using the Company’s
statutory tax rate		26.5	%	43,271			26.5	%	47,385			26.5	%	118,777			26.5	%	132,969

Increase (decrease) resulting from:
Rate differential between
jurisdictions		-0.2	%	(343	)		-0.1	%	(216	)		-0.1	%	(472	)		0.1	%	319
Variation in tax rate		-2.1	%	(3,476	)		-0.2	%	(328	)		-0.3	%	(1,563	)		0.1	%	256
Non deductible expenses		1.0	%	1,709			0.4	%	685			1.2	%	5,331			0.3	%	1,422
Tax deductions and tax
exempt income		-3.1	%	(5,002	)		-2.1	%	(3,769	)		-2.7	%	(12,141	)		-2.2	%	(11,083	)
Adjustment for prior periods		-0.8	%	(1,281	)		0.2	%	337			-0.3	%	(1,447	)		0.0	%	24
Multi-jurisdiction tax		0.3	%	419			0.8	%	1,377			0.3	%	1,125			0.9	%	4,372
		21.6	%	35,297			25.4	%	45,471			24.5	%	109,610			25.6	%	128,279

21.

Contingencies, letters of credit and other commitments

Contingencies

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

Letters of credit

As at September 30, 2024, the Group had $128.6 million of outstanding letters of credit (December 31, 2023 - $106.2 million).

Other commitments

As at September 30, 2024, the Group had $70.2 million of purchase commitments (December 31, 2023 – $62.3 million) and $55.1 million of purchase orders for leases that the Group intends to enter into (December 31, 2023 – $44.4 million).

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