40-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

[Check one]

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

Commission File Number 001-39224

TFI INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English (if applicable))

Canada	4210	Not applicable
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number (if applicable))	(I.R.S. Employer Identification Number (if applicable))

8801 Trans-Canada Highway, Suite 500

Saint-Laurent, Québec

H4S 1Z6

(514) 331-4000

(Address and telephone number of Registrant’s principal executive offices)

Corporation Service Company

County of New Castle

251 Little Falls Drive

Wilmington, DE USA 19808

(866) 927-9800

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	TFII	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

☒  Annual Information Form ☒  Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 84,441,733 common shares.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Auditor Firm Id: 85 Auditor Name: KPMG LLP Auditor Location: Montreal, QC, Canada  

FORWARD LOOKING STATEMENTS

This Form 40-F and the exhibits hereto contain forward-looking statements under the provisions of Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, and forward-looking information within the meaning of applicable Canadian securities legislation, and such statements are subject to the safe harbor created by those sections and the United States Private Securities Litigation Reform Act of 1995, as amended.

Readers are cautioned 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:

•Competition

•Regulation

•United States and Mexican Operations

•Operating Environment and Seasonality

•General Economic, Credit and Business Conditions

•Coronavirus and its Variants (“COVID-19”) Outbreak or Other Similar Outbreaks

•Interest Rate Fluctuations

•Currency Fluctuations

•Price and Availability of Fuel

•Insurance

•Employee Relations

•Drivers

•Independent Contractors

•Acquisition and Integration Risks

•Growth

•Environmental Matters

•Environmental Contamination

•Key Personnel

•Dependence on Third Parties

•Loan Default

•Credit Facilities

•Customers and Credit Risks

•Availability of Capital

•Information Systems

•Litigation

•Remote Work

•Internal Control

•Material Transactions

•Dividends and Share Repurchases

•Attention on Environmental, Social, and Governance (ESG) Matters

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. The Company’s future financial and operating results may fluctuate as a result of these and other risk factors.

Readers should also refer to the sections entitled “Forward-Looking Statements” in the Company’s Annual Information Form for the year ended December 31, 2023, attached hereto as Exhibit 99.1, and the Company’s Management’s Discussion and Analysis for the year ended December 31, 2023, attached hereto as Exhibit 99.3 (the “2023 MD&A”) for a discussion of forward-looking statements, as well as the section entitled “Risks and

Uncertainties” in the 2023 MD&A for additional information on risk factors and other events that are not within the Company’s control.

Unless otherwise indicated or the context otherwise requires, all references in this Form 40-F to “TFI International”, the “Company”, “we”, “us”, and “our” mean TFI International Inc. and its consolidated subsidiaries.

CONTROLS AND PROCEDURES

Certifications

The required certifications are attached hereto as Exhibits 99.4, 99.5, 99.6, and 99.7.

Disclosure Controls and Procedures

The information provided in the section entitled “Controls and Procedures” under the sub-heading “Disclosure Controls and Procedures” contained in the 2023 MD&A filed as Exhibit 99.3 to this Annual Report on Form 40-F is incorporated by reference herein.

Management’s Annual Report on Internal Control over Financial Reporting

The information provided in the section entitled “Controls and Procedures” under the sub-headings “Management’s Annual Report on Internal Controls over Financial Reporting” contained in the 2023 MD&A filed as Exhibit 99.3 to this Annual Report on Form 40-F is incorporated by reference herein.

Attestation Report of the Independent Registered Public Accounting Firm

The Company's internal control over financial reporting as at December 31, 2023 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which accompanies the Company's Audited Consolidated Annual Financial Statements, filed as Exhibit 99.2 to this Annual Report on Form 40-F and is incorporated herein by reference.

Changes in Internal Control over Financial Reporting

The information provided in the section entitled “Controls and Procedures” under the sub-heading “Changes in Internal Controls over Financial Reporting” contained in the 2023 MD&A filed as Exhibit 99.3 to this Annual Report on Form 40-F is incorporated by reference herein.

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended December 31, 2023 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

Audit Committee

The board of directors of the Company (the “Board”) has a separately designated standing audit committee (the “Audit Committee”) established in accordance with section 3(a)(58)(A) of the Exchange Act. The Board has appointed four independent directors, Diane Giard, William T. England (chair), André Bérard (interim member) and Debra Kelly-Ennis, to the Audit Committee.

The Board has determined that all members of the Audit Committee are “independent” within the meaning of applicable Commission regulations and the listing standards of the New York Stock Exchange (the “NYSE”).

Audit Committee Financial Expert

Management has determined that William T. England qualifies as an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K.

The Commission has indicated that the designation of a person as an audit committee financial expert does not make such person an "expert" for any purpose (including, without limitation, Section 11 of the Securities Act) or impose any duties, obligations or liabilities on such person that are greater than those imposed on members of the Audit Committee and the Board who do not carry this designation, or affect the duties, obligations or liabilities of any other member of the Audit Committee or Board.

CODE OF ETHICS

The Company’s Code of Ethics is applicable to all of its employees, including the CEO, CFO and persons performing similar functions. The Code of Ethics is available on the Company’s website at www.tfiintl.com. Except for the Code of Ethics, and notwithstanding any reference to the Company’s website or other websites in this Form 40-F or in the documents incorporated by reference herein or attached as Exhibits hereto, no information contained on the Company's website or any other site shall be incorporated by reference in this Form 40-F or in the documents incorporated by reference herein or attached as Exhibits hereto.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate amounts paid or accrued by the Company with respect to fees payable to KPMG LLP, the auditors of the Company, for audit, audit-related, tax and other services in the years ended December 31, 2023 and 2022 were as follows:

Year ended December 31,
	2023		2022
	In USD (3)
Audit Fees(1)	$	2,914,733	$	2,683,499
Audit-Related Fees(2)	$	22,990	$	382,553
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-
TOTAL	$	2,937,723	$	3,066,052

(1)Audit fees for 2023 and 2022 include fees related to the audit of the annual financial statements, the review of the interim financial statements and the audit of internal controls over financial reporting.

(2)2023 and 2022 Audit-Related Fees are for an audit of a special report, 2023 fees also include US GAAP analysis work and 2022 fees also include carve-out work related to the disposition of CFI and due diligence services.

(3)The amounts in the table above are shown in USD and have been translated from the currency in which they were invoiced based on the average exchange rate of the Bank of Canada for the years 2023 and 2022 respectively, namely:

Currency	2023	2022
CAD	0.7409	0.7685

Audit Committee Pre-Approval Policies and Procedures

Generally, the Audit Committee reviews and approves in advance all non-audit services performed by the Company’s duly appointed external auditing firm. The Audit Committee may delegate to the chairman of the committee the authority to pre-approve non-audit services to be performed by the Company’s duly appointed external auditing firm. The pre-approval of such non-audit services by chairman to whom authority has been delegated must thereafter be presented to the Audit Committee at its first scheduled meeting following such pre-approval.

If the amount to be paid by the Company to the Company’s duly appointed external auditing firm is less than seventy-five thousand dollars (CAD$75,000) for each specific mandate, up to an aggregate annual amount of all the non-audit

services not more than One Hundred Fifty Thousand Dollars (CAD$150,000), such non-audit services are deemed to be pre-approved by the Audit Committee if they are approved by the Chairman of the Audit Committee and provided that the services are promptly brought to the attention of the Audit Committee at its first scheduled meeting following such non-audit services are given.

No audit-related, tax, or other non-audit services were approved by the Audit Committee pursuant to the de minimis exception to the pre-approval requirement under Rule 2-01(c)(7)(i)(C), of SEC Regulation S-X during the year ended December 31, 2023.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not currently have any “off-balance sheet arrangements” that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The information provided under the heading “Contractual obligations, commitments, contingencies and off-balance sheet arrangements” in the 2023 MD&A is incorporated by reference herein.

COMPARISON WITH NEW YORK STOCK EXCHANGE GOVERNANCE RULES

The Company is subject to the listing standards of the Toronto Stock Exchange (the “TSX”) and the corporate governance rules of Canadian Securities Administrators. These listing standards and corporate governance rules are substantially similar to the NYSE listing standards. The Company complies with these TSX listing standards and Canadian corporate governance rules.

The following are the significant ways in which the Company’s governance practices differ from those followed by U.S. domestic companies listed on the NYSE:

•Section 303A.08 of the NYSE's Listed Company Manual requires shareholder approval of all equity compensation plans and material revisions to such plans. The definition of “equity compensation plans” covers plans that provide for the delivery of both newly issued and treasury securities, as well as plans that rely on securities re-acquired in the open market by the issuing company for the purpose of redistribution to employees and directors. The TSX rules require that shareholders approve the adoption of only those security-based compensation arrangements that provide for new issuances or potential issuances of securities from treasury. Further, the TSX rules require that: (i) every three years after institution, all unallocated options, rights or other entitlements under a security based compensation arrangement which does not have a fixed maximum aggregate of securities issuable, must be approved by the listed issuer’s shareholders; (ii) any amendment to a security based compensation arrangement must be approved by the listed issuer’s shareholders unless the security based compensation arrangement contains detailed provisions which specify those amendments requiring shareholder approval under the TSX rules and those amendments which can be made by the listed issuer’s board of directors without shareholder approval; and (iii) shareholder approval is required for the introduction of, and subsequent amendments to, such amending provisions. The Company follows the TSX rules with respect to the requirements for shareholder approval of security-based compensation arrangements and amendments thereto.

•Section 310.00 of the NYSE Listed Company Manual generally requires that a listed company provide for a quorum for any meeting of the holders of the company’s common shares that is sufficiently high to insure a representative vote. Pursuant to the NYSE corporate governance rules we, as a foreign private issuer, have elected to comply with practices that are permitted under Canadian law in lieu of the provisions of Section 310.00. Our by-laws provide that two or more shareholders present in person and personally holding or representing by proxy not less than twenty percent (20%) of the issued and outstanding shares of the Company entitled to vote at the meeting, constitutes a quorum.

•In lieu of Section 312 of the NYSE’s Listed Company Manual, the Company intends to follow the TSX rules for shareholder approval of new issuances of its common shares. The TSX will generally require shareholder approval for an issuance of shares if, in the opinion of the TSX, the transaction (i) materially affects control of the listed issuer or (ii) provides consideration to insiders in aggregate of 10% or greater of the market capitalization of the listed issuer, during any six-month period. Shareholder approval is also required, pursuant to the TSX rules: (i) in the case of private placements (x) for an aggregate number of listed securities issuable greater than 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction if the price per security is less than the “market price”, as that term is defined in the TSX rules, or (y) that during any six-month period are to insiders for listed securities or options, rights or other entitlements to listed securities greater than 10% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of the closing of the first private placement to an insider during the six-month period; (ii) for a private placement of convertible securities in which the conversion price is determined on a basis that could result in a conversion price lower than that determined in accordance with the TSX rules; (iii) in those instances where the number of securities issued or issuable in payment of the purchase price for an acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis; and (iv) in those instances where the number of securities issued or issuable to insiders as a group, together with any securities issued or made issuable to insiders as a group for acquisitions during the preceding six months, in payment of the purchase price for an acquisition exceeds 10% of the number of securities of the listed issuer which are outstanding on a non-diluted basis, prior to the date of closing of the transaction;

Except as stated above, the Company is in compliance with the rules generally applicable to U.S. domestic companies listed on the NYSE.

UNDERTAKINGS

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

EXHIBITS

The following documents are being filed with the Commission as exhibits to this Form 40-F.

Exhibit Number	Description
97	Clawback Policy pursuant to Item 601 of Regulations S-K
99.1	Annual Information Form for the Registrant for the year ended December 31, 2023
99.2	Audited Consolidated Annual Financial Statements of the Registrant as at and for the years ended December 31, 2023 and December 31, 2022, together with the notes thereto and the auditor’s reports thereon
99.3	Management’s Discussion and Analysis of the Registrant for the year ended December 31, 2023
99.4	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.5	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.6	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002
99.7	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002
99.8	Consent of KPMG LLP
101	Interactive Data File (formatted in Inline XBRL)
104	Cover Page Interactive Data File (embedded within the Inline XBRLs)

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certificates that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TFI International Inc.
By:	/s/ Alain Bédard
	Name: Alain Bédard
	Title: Chairman of the Board, President and Chief Executive Officer

Date: February 16, 2024

EX-97

Exhibit 97

 

Compensation Clawback Policy

As adopted by the Board of Directors of the Company on October 23, 2023

1.Purpose and Scope.

TFI International Inc. (the "Company") has adopted this compensation clawback policy (the "Policy") to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by Section 10D of the Securities Exchange Act of 1934 (the "Exchange Act"), and Section 303A.14 of the NYSE Listed Company Manual, which require the recovery of certain forms of executive compensation in the case of accounting restatements resulting from a material error in an issuer's financial statements. This Policy shall be administered by the Board of Directors of the Company (the "Board") or, if so designated by the Board, the Corporate Governance & Nominating Committee.

2.Effective Date.

This Policy shall be effective as of the date it is adopted by the Board and shall apply to Incentive-Based Compensation that is approved, awarded, or granted to Covered Executives on or after October 2, 2023.

3. Covered Executives.

This Policy applies to all of the Company's current and former executive officers, and such other employees who may from time to time be deemed subject to this Policy by the Board (each, a "Covered Executive"). For purposes of this Policy, an executive officer means an officer as defined in Rule 10D-1(d) under the Exchange Act. Such Covered Executives include but are not limited to the Company’s president, principal financial officer, principal accounting officer, any vice-president of the issuer in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions.

4. Incentive-Based Compensation.

For purposes of this Policy, the term "Incentive-Based Compensation" means any compensation, including but not limited to Restricted Share Units and Performance Share Units, that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. "Financial reporting measures" are

TFII Compensation Clawback Policy

measures that are determined and presented in accordance with the accounting principles used in preparing the issuer's financial statements, and any measures that are derived wholly or in part from such measures, including stock price, total shareholder return, and earnings before interest and tax. For the avoidance of doubt, Incentive-Based Compensation does not include annual salary, compensation awarded based on completion of a specified period of service, or compensation awarded based on subjective standards, strategic measures, or operational measures.

5. Recovery; Accounting Restatement.

In the event the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under United States federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a "Restatement"), the Company shall, as promptly as it reasonably can, recover any Incentive-Based Compensation received by a Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare such Restatement (the "Restatement Date"), so long as the Incentive-Based Compensation received by such Covered Executive is in excess of what would have been awarded or vested after giving effect to the Restatement. The Restatement Date shall be the earlier of (i) the date the Board, a Board committee, or officer(s) are authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the issuer is required to prepare an accounting restatement due to the material noncompliance of the issuer with any financial reporting requirement under the securities laws as described in Rule 10D-1(b)(1) under the Exchange Act or (ii) the date a court, regulator, or other legally authorized body directs the issuer to prepare an accounting restatement. The amount to be recovered will be the excess of the Incentive-Based Compensation paid to the Covered Executive based on the erroneous data in the original financial statements over the Incentive-Based Compensation that would have been paid to the Covered Executive had it been based on the restated results, without respect to any taxes paid.

Subsequent changes in a Covered Executive's employment status, including retirement or termination of employment, do not affect the Company's rights to recover Incentive-Based Compensation pursuant to this Policy. For purposes of this Policy, Incentive-Based Compensation shall be deemed to have been received during the fiscal period in which the financial reporting measure specified in the award is attained, even if such Incentive-Based Compensation is paid or granted after the end of such fiscal period.

No recovery shall be required in the case of a Board determination that the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount

Page 2

TFII Compensation Clawback Policy

to be recovered. Such determination shall be made after a reasonable and documented attempt to recover the Incentive-Based Compensation, which documentation shall be provided to stock exchange on which Company stock is traded.

Additionally, no recovery shall be required in the case of a Board determination that the recovery would violate the laws of Canada or the province of Quebec in effect prior to November 8, 2022. The Board shall obtain and provide to the stock exchange on which the Company's stock is traded an opinion of Canadian counsel that recovery would result in a violation.

The Board shall determine, in its sole discretion, the method of recovering any Incentive-Based Compensation pursuant to this Policy.

6. No Indemnification.

The Company shall not indemnify any current or former Covered Executive against the loss of erroneously awarded compensation, and shall not pay, or reimburse any Covered Executives for premiums, for any insurance policy to fund such executive's potential recovery obligations.

7. Amendment and Interpretation.

The Board may amend this Policy from time to time in its discretion, and shall amend this Policy as it deems necessary to reflect the regulations adopted by the United States Securities and Exchange Commission (“SEC”) or Canadian equivalent if applicable, and to comply with any rules or standards adopted by a national securities exchange in the United States or Canada on which the Company's securities are then listed. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC and any national securities exchange in the United States or in Canada, if applicable, on which the Company's securities are then listed.

Page 3

EX-99.1

Exhibit 99.1

 

ANNUAL INFORMATION FORM
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

February 16, 2024

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS………………………………………………………....	3
ORGANIZATIONAL STRUCTURE…………………...…………………………………………	4
GENERAL DEVELOPMENT OF THE BUSINESS…………………………………………….	6
Strategic Acquisitions & Dispositions………………………………………………………….	9
DESCRIPTION OF THE BUSINESS……………………………………………………………	10
Trends……………………………………………………………………………………………………...	10
Equipment…………………………………………………………………………………………	10
Licenses…………………………………………………………………………………………...	10
Markets and Distribution…………………………………………………………………………	10
Seasonality of Operations……………………………………………………………………….	10
Revenues ………………………..……………………………………………………………….	11
Competition……………………………………………………………………………………….	11
Human Resources……………………………………………………………………………….	11
Environmental Matters…………………………………………………………………………..	12
Trademarks……………………………………………………………………………………….	13
RISK FACTORS…………………………………………………………………………………...	13
DIVIDENDS………………………………………………………………………………………...	13
DESCRIPTION OF CAPITAL STRUCTURE……………………………………………………	14
Common Shares………………………………………………………………………………….	14
Preferred Shares…………………………………………………………………………………	14
MARKET FOR SECURITIES……………………………………………………………………..	15
DIRECTORS AND OFFICERS…………………………………………………………………..	16
Conflicts of Interest…………………………………………………………………..................	19
AUDIT COMMITTEE………………………………………………………………………………	20
LEGAL PROCEEDINGS AND REGULATORY ACTIONS……………………………………	21
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS………...	21
TRANSFER AGENTS AND REGISTRARS...…………………………………………………..	21
MATERIAL CONTRACTS………………………………………………………………………...	22
NAME AND INTERESTS OF EXPERTS………………………………………………………..	22
ADDITIONAL INFORMATION……………………………………………………………………	22
SCHEDULE A: Audit Committee Charter ………………………………………………………	23

Annual Information Form 2023

TFI International Inc.

2

Forward-looking statements

TFI International Inc. (the “Corporation”) may make statements in this annual information form that reflect its current expectations regarding future results of operations, performance, and achievements. They are based on information currently available to management. Words such as “may”, “could”, “should”, “would”, “believe”, “expect”, “anticipate”, “intend” 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, performance or achievements to differ materially from historical results, and those presently anticipated or projected.

The Corporation cautions readers not to place undue reliance on any forward-looking statements, which reference only the date as of which they are made. The following important factors could cause the Corporation’s actual financial performance to differ materially from that expressed in any forward-looking statement:

•Competition

•Regulation

•United States and Mexican Operations

•Operating Environment and Seasonality

•General Economic, Credit and Business Conditions

•Coronavirus and its variants (“COVID-19”) outbreak or similar outbreaks

•Interest Rate Fluctuations

•Currency Fluctuations

•Price and Availability of Fuel

•Insurance

•Employee Relations

•Drivers

•Independent Contractors

•Acquisition and Integration Risks

•Growth

•Environmental Matters

•Environmental Contamination

•Key Personnel

•Dependence on Third Parties

•Loan Default

•Credit Facilities

•Customers and Credit Risks

•Availability of Capital

•Information Systems

•Litigation

•Remote Work

•Internal Control

•Dividends and Share Repurchases

•Material Transactions

•Attention on Environment, Social and Governance (ESG) Matters

The foregoing list should not be construed as exhaustive, and readers should also refer to the section entitled “Risk Factors” in this annual information form and in the Corporation’s annual Management Discussion & Analysis (“MD&A”) for the fiscal year ended December 31, 2023, under the heading “Risk and Uncertainties”, for additional information on risk factors and other events that are not within the Corporation’s control. The Corporation’s future financial and operating results may fluctuate as a result of these and other risk factors.

Annual Information Form 2023

TFI International Inc.

3

Although forward-looking statements are generally based upon what the Corporation believes to be reasonable assumptions, they may prove to be inaccurate and many of them involve factors which are beyond the Corporation’s control. The Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this annual information form, and the Corporation does not assume any obligation to update or revise them to reflect new events or circumstances, except as required under applicable securities laws.

ORGANIZATIONAL STRUCTURE

The Corporation was formerly known as TransForce Inc. On December 23, 2016, the Corporation amended its Articles so as to change its corporate name to TFI International Inc.

In this annual information form, the terms “Corporation” and “TFI International” mean TFI International Inc., a corporation incorporated pursuant to the Canada Business Corporations Act,its subsidiaries and, as the case may be, its predecessors.

The Corporation was incorporated on March 28, 2008 for the purpose of acquiring all of the issued and outstanding units of TransForce Income Fund (the “Fund”) and “tracking share units” of TFI Holdings Inc. (now known as TForce Holdings Inc.), an indirect subsidiary of the Fund, pursuant to a plan of arrangement under which the Fund was converted into the Corporation. The Corporation, through its subsidiaries, now operates the transportation business formerly operated under the Fund, and the former unitholders of the Fund continue to own, to the extent they remained shareholders of the Corporation, an economic interest in the business formerly operated by the Fund.

The Fund resulted from the conversion on September 30, 2002 of TransForce Inc. (“TransForce”), a corporation incorporated on April 30, 1985 pursuant to the Companies Act (Québec), into an income trust. Immediately following the conversion, the Fund, through its subsidiaries, continued to operate the transportation business of TransForce, and the former shareholders of TransForce continued to own, to the extent they remained unitholders of the Fund, an economic interest in the business of TransForce.

TransForce was formerly known as 2320-2351 Québec Inc. Its articles were amended on October 9, 1985, October 1, 1986, July 22, 1987, October 19, 1987, March 4, 1988, July 5, 1989 and May 30, 1995, in each case changing its share capital. The articles were also amended on October 1, 1986 to change the corporate name to Groupe Cabano d’Anjou Inc. and on August 7, 1987 to change the corporate name to Cabano Expeditex Inc. On October 19, 1987, Cabano Expeditex Inc. amalgamated with Location Speribel Inc. The articles were subsequently amended on December 4, 1990 to change the corporate name to Groupe Transport Cabano Inc./Cabano Transportation Group Inc., on May 30, 1995 to change the corporate name to Cabano-Kingsway Inc. and on April 23, 1999 to change the corporate name to TransForce Inc.

The Corporation’s head office is at 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Québec, Canada, H4S 1Z6 and its executive office is at 96 Disco Road, Etobicoke, Ontario, Canada, M9W 0A3.

The diagram on the following page sets out the organizational structure of the Corporation as of January 16, 2024 and the jurisdiction of incorporation of each of the entities therein. Unless otherwise indicated, each of the entities is wholly-owned, directly or indirectly, by the Corporation.

Annual Information Form 2023

TFI International Inc.

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Annual Information Form 2023

TFI International Inc.

5

GENERAL DEVELOPMENT OF THE BUSINESS

The Corporation, through its wholly-owned subsidiaries, operates a transportation business whose origins can be traced back to 1957. In the mid-1990s, after nearly 40 years of operations, the Corporation updated its corporate strategy for the evolving North American transportation market. To this end, in 1996 a new management team led by Mr. Alain Bédard, the Chairman of the Board, President and Chief Executive Officer of the Corporation, was appointed upon the recommendation of the Corporation’s then-principal shareholder.

The new management team identified three key objectives for the Corporation: (i) increase revenues from profitable business segments and customers; (ii) strengthen the Corporation’s position in the North American transportation market; and (iii) achieve a more balanced revenue mix. To achieve these three objectives, the management team implemented a strategic plan aimed at expanding the Corporation’s operations beyond its traditional Less-Than-Truckload (“LTL”) base as well as increasing the Corporation’s geographic footprint, primarily by entering the trans-border market. The Corporation has carried out its strategic plan, in large part by acquiring profitable and well-managed companies offering services throughout North America in segments of the transportation industry not traditionally served by the Corporation, such as Package and Courier, Truckload (“TL”), Waste Management and Logistics. The Corporation’s independent subsidiaries are recognized for their professional expertise. The Corporation continues to carry out this strategy.

As part of the strategic plan, in March 1998, the Corporation entered the trans-border TL business with the acquisition of Entreprises de Transport J.C.G. Inc., which was complemented by the acquisition of Papineau International Transport Inc. in October 1998. The major acquisition of TST Solutions Inc. and its subsidiaries in March 2000 allowed the Corporation to significantly increase its share of the trans-border LTL market and also provided an entry into the specialized transport. A second major acquisition, that of Canpar Transport Ltd. in July 2002, enabled the Corporation to achieve its goal of becoming a full-service transportation provider, by adding Parcel Delivery to its LTL service offering. In 2004, the Corporation made two other major acquisitions: in January 2004, the Corporation completed the acquisition of substantially all of the assets of Canadian Freightways Limited and its associated companies, which increased route density and extended the Corporation’s LTL and TL operations across Canada, particularly in the western provinces and in the United States. Canadian Freightways also offers specialized services in the areas of logistics and fleet management, customs brokerage and bonded warehousing and international freight forwarding; and in October 2004, the Corporation completed the acquisition of 3846113 Canada Inc. (Highland Transport), which strengthened the Corporation’s presence in the TL transportation sector across Canada.

In 2006, the Corporation acquired Kos Corp Oilfield Transportation, Hemphill Trucking Inc. and Streeper Contracting Ltd. These acquisitions provided the Corporation with a solid platform in rig-moving activities. Kos, through its well-established position, served as the foundation for this platform and as a catalyst for future growth within the sector. With the acquisition of Hemphill Trucking Inc. in 2006 and the assets of Speedy Heavy Hauling Inc. in 2010, the Corporation’s presence in the United States in this sector grew. The Corporation’s expansion into rig-moving services was consistent with its diversification strategy.

In 2007, the Corporation acquired Location Beaudry, Les Consultants en Personnel Logipro 1997 Inc. and MTC Agence de Personnel Inc., introducing a new niche in the Logistics and Other Services sector, namely the leasing of equipment as well as personnel placement services.

In 2009, the acquisition of ATS Andlauer Retail Solutions Division(now known as TForce Integrated Solutions) introduced new services to complement the Corporation’s package and courier sector, by offering customized freight transportation solutions adapted specifically for regional and national retail and supply chain customers.

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TFI International Inc.

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In 2011, the Corporation acquired Dynamex Inc. (now known as TForce Logistics), adding same-day delivery service to existing customers. Furthermore, the combination of the Corporation’s existing operations and TForce Logistics constituted a powerful offering to potential new clients. More importantly, incorporating TForce Logistics’ services opened doors for the Corporation in the U.S. market.

Also in 2011, the Corporation acquired selected assets of DHL Express (Canada) Ltd (“DHL”), now known as Loomis Express, and concluded a strategic alliance with DHL to offer fully integrated international and domestic shipping services, which enables the Corporation, through DHL, to offer international coverage to its customers.

The acquisition of QuikX Transportation in January 2012, followed by the acquisition of Clarke Transport Inc. and Clarke Road Transport in January 2014 and Vitran Corporation Inc. in March 2014, further enhanced the Corporation’s LTL intermodal (over-the-rail) transportation services in Canada.

In 2013 and early 2014, the Corporation ceased its rig-moving activities in Western Canada and disposed of its personnel placement services.

In 2014, the Corporation acquired Transport America, Inc., an important provider of TL transportation and logistics services. This acquisition provided the Corporation with a new presence in the United States TL market.

At the end of 2014, the Corporation also acquired all the shares of Contrans Group Inc., an important player in Specialized TL in Canada.

During 2015, the Corporation ceased its rig-moving activities in the United States.

In February 2016, after 11 years of operations, the Corporation disposed of its Waste Management segment, acquired in 2005.

On February 13, 2020, the Corporation’s common shares (the “Common Shares”) commenced trading on the New York Stock Exchange in conjunction with the Corporation’s marketed offering of Common Shares in the United States and Canada, representing the Corporation’s initial public offering in the United States. The Corporation issued a total of 6,900,000 Common Shares, including 900,000 Common Shares following the exercise in full by the underwriters of their over-allotment option, at a price of US$33.35 per share, the equivalent of CA$44.20 per share based on the Bank of Canada exchange rate at the time of pricing, for gross proceeds to the Corporation of US$230,115,000 (approximately CA$305 million). The public offering was conducted through a syndicate of underwriters led by Morgan Stanley, BofA Securities, J.P. Morgan and Credit Suisse as joint lead book-running managers, with RBC Capital Markets and UBS Investment Bank as joint-bookrunners and Cowen, National Bank of Canada Financial, Stephens Inc., Stifel and Wolfe Capital Markets and Advisory as co-managers.

On August 17, 2020, the Corporation completed a second marketed offering of Common Shares in the United States and Canada in which it issued a total of 5,060,000 Common Shares, including 660,000 Common Shares following the exercise in full by the underwriters of their over-allotment option, at a price of US$43.25 per share, the equivalent of CA$57.32 per share based on the Bank of Canada exchange rate at the time of pricing, for gross proceeds to the Corporation of US$218,845,000 (approximately CA$290 million). The public offering was conducted through a syndicate of underwriters led by Morgan Stanley, BofA Securities, Credit Suisse, Goldman Sachs & Co. LLC and J.P. Morgan, as joint lead book-running managers, with RBC Capital Markets and UBS Investment Bank as joint-bookrunners and Cowen, National Bank of Canada Financial Inc., Stephens Inc., Stifel and Wolfe Capital Markets and Advisory as co-managers.

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TFI International Inc.

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In November 2020, the Corporation purchased DLS Worldwide, a division of RR Donnelley & Son Company and now operating in the Corporation’s logistics segment in the United States under the name TForce Worldwide. This acquisition opened the doors to the US LTL market through the logistics services offered by the division.

On April 30, 2021, the Corporation purchased UPS Ground Freight, Inc. (now TForce Freight, Inc.), the LTL and dedicated TL divisions of United Parcel Service, Inc. (NYSE: UPS) with US$3 billion in revenues in the United States. As a result of this transaction, the LTL networks in the United States and Canada were combined to provide extensive North American coverage, accelerating industrial and e-commerce growth opportunities. This acquisition contributed to a major change in the Corporation’s geographic revenue allocation derived from the United States and Canada.

In August 2022, the Corporation sold, for US$525 million, Transportation Resources, Inc., the parent company ofCFI’s Truckload, Temp Control and Mexican Logistics Businesses acquired by the Corporation in 2016. The disposition resulted in TFI exiting from the Mexican market.

In 2023, the Corporation acquired JHT Holdings, Inc., a leading asset-light logistics and transportation provider in North America for transportation of new trucks from manufacturing and final assembly plants to dealers and end customers, utilizing an asset-light model that involves driving the customers’ new trucks to their destinations.

On December 22, 2023, the Corporation announced the signature of a definitive agreement to acquire Daseke, Inc. (NASDAQ: DSKE), one of the leading flatbed and specialized transportation and logistics companies in North America. Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close during the second quarter of 2024.

Since 1996, the Corporation has acquired more than 200 companies as part of its strategic plan. Among the criteria applied by the Corporation to the acquisition of companies is that such companies be profitable and led by experienced and competent management teams. Once acquired by the Corporation, many of the newly-acquired companies continue to operate as wholly-owned subsidiaries under their original names and management teams. The Corporation continues to carry out this strategy.

As a result of the implementation of its strategic plan, the Corporation is today a leading player in the North American transportation and logistics industry, with total revenue of US$7.5 billion for the fiscal year ended December 31, 2023. The Corporation has a solid financial position with customers covering a broad cross-section of industries. It has 25,123 employees who work in TFI International’s different business segments across Canada and the United States. The Corporation offers its clients transportation solutions that are firmly supported by the specialization of its subsidiaries and the competence of its management and employees in their areas of expertise. More than 25 years after the strategic plan was implemented, the Corporation now operates the following reportable segments: (i) Package and Courier; (ii) LTL; (iii) TL; and (iv) Logistics.

As a result of the strategic plan, the Corporation has been able to benefit from and expand its geographic market, as illustrated in the following chart which sets out the geographic breakdown, based on the origin of the service’s location, of the Corporation’s consolidated revenues for the fiscal year ended December 31, 2023:

Annual Information Form 2023

TFI International Inc.

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Strategic Acquisitions & Dispositions

Acquisitions and Dispositions

During the fiscal year ended December 31, 2023, the Corporation did not make any significant acquisitions or dispositions.

During the fiscal year ended December 31, 2023, the Corporation made the following non-significant acquisitions:

Name	Date	Operating Segment
D.M. Breton	February 5	TL
Axsun Group	February 19	Logistics
Hot Line Freight Systems	March 20	LTL
SM Freight	April 2	TL
Launch Logistix	April 30	Logistics
Jonadagi Transport	May 21	TL
Siemens Group	July 13	LTL & TL
Ulch Transport	August 3	LTL, TL & Logistics
JHT Group	August 16	Logistics
Vedder Transport	September 1	TL
Dahlsten Truck Line	November 17	TL

On December 22, 2023, the Corporation announced the signature of a definitive agreement for the acquisition of Daseke, Inc. (NASDAQ: DSKE), one of the leading flatbed and specialized transportation and logistics companies in North America. Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close during the second quarter of 2024.

DESCRIPTION OF THE BUSINESS

The Corporation is a leading player in the transportation and logistics industry. The Corporation believes that, through its operating subsidiaries, it directly services more urban centres than any other carrier in Canada. The Corporation offers its clients transportation solutions that are firmly supported by the specialization of its wholly-owned subsidiaries and the competence of its management and employees in their areas of expertise. The Corporation’s scope extends to all of the United States and Canada. The Corporation offers efficient, global solutions to its clientele in the following reportable segments: (i) Package and Courier; (ii) LTL; (iii) TL; and (iv) Logistics. Through internal growth and acquisitions, the Corporation has significantly increased its geographic scope.

Annual Information Form 2023

TFI International Inc.

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The Package and Courier segment offers pickup, transport and delivery of items across Canada and the United States. The LTL segment provides pickup, consolidation, transport and delivery of smaller loads. The TL segment provides full loads carried directly from the customer to the destination using a closed van or specialized equipment to meet customers’ specific needs. The TL segment includes expedited transportation, flatbed, tank container and dedicated services as well as TL brokerage. The Logistics segment provides a wide range of asset-light logistics services, including brokerage, freight forwarding and transportation management, as well as small parcel delivery.

Trends

Demand for freight transport is closely linked to the state of the overall economy. Consequently, a change in general economic conditions could impact the Corporation’s performance. However, the Corporation’s extensive customer base, broad geographic dispersion and participation in four distinct segments are intended to help mitigate the effects of any economic downturn.

Equipment

The Corporation believes it has the largest trucking fleet in Canada and has a significant presence in the United States. As at December 31, 2023, the Corporation had 11,455 trucks, 34,599 trailers and 7,504 independent contractors. This compares to 11,442 trucks, 38,091 trailers and 6,905 independent contractors as at December 31, 2022.

Licenses

In Canada, passenger and merchandise road transport licenses are issued by provincial authorities. With respect to interprovincial transport, provincial authorities are delegated the right to issue licenses according to the Canada Transportation Act. Provincial authorities exercise control over the issuance, modification and transfer of licenses and govern in a general manner various aspects of license-holders’ activities. In the United States, the Department of Transportation exercises similar authority. The operating subsidiaries of the Corporation have all the necessary licenses to operate in Canada and the United States, as applicable.

Markets and Distribution

The Corporation has a diverse base of clients operating across a broad cross-section of industries. Due to the breadth of its client base, a downturn in the activities of individual customers or in a particular industry is not expected to have a material adverse effect on the Corporation’s operations. In the last several years, the Corporation concluded strategic alliances with other transport companies in North America, in order to offer its customers a network extending across Canada and the United States.

Seasonality of Operations

The activities conducted by the Corporation 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.

Annual Information Form 2023

TFI International Inc.

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Revenues
(in percentages)

During the fiscal years ended December 31, 2023 and 2022, the Corporation’s revenues by reportable segment were as follows:

Fiscal year ended December 31,
	2023(1)	2022(1)
Package and Courier	8%	7%
Less-Than-Truckload (LTL)	44%	45%
Truckload (TL)	26%	28%
Logistics	22%	20%

(1)Including intersegment revenue

Competition

The transportation and logistics industry is fragmented and consists of relatively few large companies and many small companies serving target markets. The target markets are defined by geographical location, point-to-point service location, target customer industries and the type of service provided, such as Package and Courier, LTL, TL and Logistics. The smaller operators typically operate in a highly-specialized yet competitive environment in which the customer may have several alternative carriers available. Many of the large carriers are independent subsidiaries of larger transportation companies and offer a wide variety of freight services on a national basis.

Carriers compete primarily on price and on their ability to provide reliable, efficient and safe transportation services. The Corporation’s main competitors are: in the Package and Courier sector, Purolator, UPS and Fedex; in the LTL sector, Old Dominion, SAIA, Arcbest, and XPO (in the United States), Mullen and Manitoulin Transport Inc. (in Canada); in the TL sector, Trimac Transportation, Challenger Motor Freight and Bison Transport (in Canada) and Knight-Swift Transportation Holdings Inc., Werner Enterprise, Inc. Schneider National, Inc. and Heniff Transportation Systems (in the United States); and in the Logistics sector C.H. Robinson Worldwide, Inc., OnTrac Shipping and Echo Global Logistics.

In addition, the Corporation and other trucking operations must compete with other modes of transportation such as rail, airfreight and maritime transportation. These modes of transportation play an important role in the areas served by the Corporation.

Human Resources

As at December 31, 2023, the Corporation has 25,123 employees who work in TFI International’s different business segments across Canada and the United States. This compares to 25,836 employees as at December 31, 2022. The Corporation considers that it has a relatively low turnover rate (except in U.S. TL) among its employees and that employee relations are very good for its industry. A number of these employees are subject to collective agreements. The Corporation ensures that a number of programs for driver training and client service are maintained. In conjunction with the continuous investments in new technologies, such as the use of on-board computers, the Corporation has extended its employee training programs to maximize the use of such technological tools. These initiatives are designed to ensure the quality of services provided to the Corporation’s clientele while enabling it to better control its labour costs. The Corporation also works to ensure the successful integration and training of the employees of any newly-acquired businesses, as applicable.

Annual Information Form 2023

TFI International Inc.

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Environmental Matters

The operations and properties of the Corporation are subject to environmental laws and requirements in both Canada and the United States relating to, among other things, air emissions and the management of contaminants.

The Corporation has adopted sustainable measures to reduce energy waste in its day-to-day operations, such as investing in new technology to reduce the consumption of fuel by its trucks and converting a portion of its fleet to propane. Also, some of the Corporation’s most recent buildings were built with the LEED certification for their high energy efficiency and their design, which together reduce the consumption of energy and therefore, operating costs.

A risk of environmental liabilities is inherent in transportation operations, the historic activities associated with such operations, as well as the ownership, management and control of real estate.

The cargo carried by the Corporation in its freight-transportation operations can be classified as either non-regulated freight or regulated freight such as hazardous materials and environmentally-regulated waste. Strict parameters must be met before the Corporation and the individual drivers are permitted to transport regulated freight. This involves specific insurance requirements, training programs and registration permits with the various provinces and states in which the Corporation operates.

A number of the Corporation’s terminals provide full maintenance service and fuel facilities. Each terminal has a series of operational systems that have been implemented to control environmental impact relating to its specific operation.

In 2021, the Corporation appointed a Vice-President, Environment, whose duties include the following:

•Lead, manage and audit company programs designed to provide environmental protection and ensure compliance with applicable environmental laws in Canada and the United States.

•Validate due diligence processes related to TFI International’s acquisitions.

•Evaluate and identify environmental risks related to amcquisitions during the due diligence process.

•Participate in the due diligence process related to sales by TFI International of properties or divisions.

•Development and implementation of corporate environmental policies and procedures.

•Development of risk communication, environmental education/training programs and other initiatives that have a positive impact on environmental programs, strategies and culture.

In 2023, the environmental department of TFI International did the following, among other things:

•Completed environmental property assessments prior to acquisitions and sales of businesses and real estate.

•Conducted environmental remediation at sites impacted by historic environmental impairment (e.g., old fuel tanks, hydraulic hoists, and unknown underground infrastructure.)

•Primarily managed the environmental aspects of TFI International’s acquisition of UPS Freight and subsequent remediation projects.

•Constructed the foundation of a management system to monitor and track environmental compliance across TFI International’s properties and business units.

For 2023, the environmental management by the Corporation did not require significant expenditures to ensure compliance of its ongoing operations or for material remediation of any environmental matter. The Corporation does not expect that environmental protection requirements will have a material effect on its capital expenditures, profit or loss or competitive position during the 2024 fiscal year.

Annual Information Form 2023

TFI International Inc.

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Trademarks

The Corporation had a total of 117 applied-for or registered trademarks in Canada and the United States as at December 31, 2023, of which 85 are for use in Canada and 32 are for use in the United States. Of the foregoing trademarks, the most important are: (i) “TFI International”, “TransForce” and “a TransForce Company” in Canada and “a TFI International Company” in Canada and the United States; (ii) “Kingsway” in Canada; (iii) “TST” family of trademarks in Canada; (iv) “Quik X” family of trademarks in Canada and the United States; (v) “ICS Courier” in Canada; (vi) “Canpar” family of trademarks, including “Canpar Courier”, in Canada; (vii) “TForce” family of trademarks in Canada and the United States, including “TForce Freight”; (viii) “Loomis Express” in Canada; (ix) “TF Dedicated” in the United States; (x) “Vitran” family of trademarks in Canada and the United States, including “Vitran Express”; and (xi) “Contrans” in Canada. In addition, the Corporation uses a number of unregistered trademarks. The Corporation re-evaluates its intellectual property portfolio on a regular basis and, in this regard, may deem it advisable to register additional trademarks in the future.

risk factors

The Corporation’s future results may be affected by a number of uncertainties and risk factors, over many of which the Corporation has little or no control. These uncertainties and risk factors, among others, are discussed in the Corporation’s annual MD&A for the fiscal year ended December 31, 2023, specifically under the heading “Risks and Uncertainties”, which section is incorporated by reference herein. These uncertainties and risk factors should be considered in evaluating the Corporation’s business and growth outlook. The Corporation’s annual MD&A for the fiscal year ended December 31, 2023 is available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

dividends

The Corporation cannot declare or pay a dividend if it is in default, or if the payment of a dividend would cause the Corporation to be in default, under its current credit facilities.

The Corporation’s dividend policy consists of distributing 15% to 30% of its annualized free cash flow from continuing operations every year as dividends to shareholders on a quarterly basis. The Board of Directors has determined that this level of distribution will allow the Corporation to maintain sufficient financial resources and flexibility to execute its operating and disciplined acquisition strategies, while providing an adequate return on shareholders’ capital. The Board of Directors may also, at its discretion and at any time, change the amount of dividends distributed and/or elect not to distribute a dividend, whether as a result of a one-time decision or a change in the dividend policy.

The dividend is payable quarterly on the 15th day following the end of each quarter to shareholders of record as of the last trading day of such quarter. The following dividends (per common share) were declared for the 2023, 2022 and 2021 fiscal years:

Annual Information Form 2023

TFI International Inc.

13

	Fiscal year ended December 31,
	2023	2022	2021
	In USD	In USD	In USD
First Quarter	$0.35	$0.27	$0.23
Second Quarter	$0.35	$0.27	$0.23
Third Quarter	$0.35	$0.27	$0.23
Fourth Quarter	$0.40	$0.35	$0.27

Description of capital structure

The Corporation is authorized to issue an unlimited number of Common Shares and preferred shares, issuable in series. As at December 31, 2023, there were 84,441,733 Common Shares and no preferred shares issued and outstanding.

Common Shares

The Common Shares entitle the holders thereof to one vote per share. The holders of the Common Shares are entitled to receive any dividend declared by the Corporation on the Common Shares. Subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, the holders of the Common Shares are entitled to receive the remaining property of the Corporation upon its dissolution, liquidation or winding-up.

Preferred Shares

The preferred shares may be issued in one or more series, with such rights and conditions as may be determined by resolution of the directors, which shall determine the designation, rights, privileges, conditions and restrictions to be attached to the preferred shares of such series. There are no voting rights attached to the preferred shares except as prescribed by law. In the event of the liquidation, dissolution or winding-up of the Corporation, or any other distribution of assets of the Corporation among its shareholders, the holders of the preferred shares of each series are entitled to receive, in priority over the Common Shares and any other shares ranking junior to the preferred shares of the Corporation, an amount equal to the redemption price for such shares plus an amount equal to any dividends declared thereon but unpaid and no more. The preferred shares of each series are also entitled to such other preferences over the Common Shares and any other shares ranking junior to the preferred shares as may be determined as to their respective series authorized to be issued. The preferred shares of each series shall be on a parity basis with the preferred shares of every other series with respect to payment of dividends and return of capital. There are no preferred shares currently issued and outstanding.

MARKET FOR SECURITIES

The Common Shares are listed on the Toronto Stock Exchange and on the New York Stock Exchange under the symbol "TFII". The Common Shares are included in numerous stock indices, including the S&P/TSX Equity Index, S&P/TSX Capped Industrial Index, S&P/TSX Composite Index, S&P/TSX Composite Dividend Index, S&P/TSX Completion Index, S&P/TSX Capped Industrials Index, S&P/TSX Equal Weight Industrials Index, Bloomberg World Transportation Index and BI North American Freight Transportation and Logistics Peer Group.

Annual Information Form 2023

TFI International Inc.

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The table below sets out the price ranges and total volume of Common Shares traded on the Toronto Stock Exchange on a monthly basis during the fiscal year ended December 31, 2023.

Month		Low		High		Volume
January	CAD	133.84	CAD	148.65	#	5,214,267
February		147.56		173.20		8,315,729
March		150.83		173.97		6,797,008
April		137.46		163.86		7,314,933
May		139.90		149.95		7,424,976
June		137.36		154.00		8,710,714
July		142.90		170.55		8,419,442
August		164.35		185.79		9,961,885
September		170.42		188.48		6,220,551
October		144.42		176.08		8,993,710
November		151.39		163.30		5,976,532
December		151.78		182.02		6,598,786

The table below sets out the price ranges and total volume of Common Shares traded on the New York Stock Exchange on a monthly basis during the fiscal year ended December 31, 2023.

Month		Low		High		Volume
January	USD	98.67	USD	111.37	#	514,886
February		111.07		128.78		820,821
March		109.37		126.46		998,115
April		100.96		120.76		880,810
May		103.66		111.65		817,058
June		102.94		116.04		1,319,449
July		108.31		129.17		1,209,847
August		123.35		137.16		1,461,498
September		126.15		138.16		1,316,130
October		105.11		129.62		1,814,453
November		109.53		119.63		1,044,176
December		111.72		137.80		1,330,874

DIRECTORS AND OFFICERS

The following table sets out the name, city, province or state and country of residence, position held with the Corporation and principal occupation of each person who is a director of the Corporation as of the date hereof and the year in which the person became a director. Except as may otherwise be indicated, each person has held his or her principal occupation for the last five years. Each of the directors has been elected to serve until the next annual meeting of shareholders of the Corporation.

Annual Information Form 2023

TFI International Inc.

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Name, City, Province/State and Country of Residence	Position with the Corporation	Principal Occupation	Principal Occupation within the Preceding Five Years	First Year as Director of the Corporation (or its predecessor)
Leslie Abi-Karam(3) Palm Beach Gardens, Florida, USA	Director	Corporate Director	—	2018
Alain Bédard, FCPA Lac Brome, Québec, Canada	Director, Chairman of the Board of Directors, President and Chief Executive Officer	President and Chief Executive Officer of the Corporation	—	1993
André Bérard(1)(2)(4) Montreal, Québec, Canada	Lead Director	Corporate Director	—	2003
William T. England(1) Burr Ridge, Illinois, USA	Director Chairman of the Audit Committee	Corporate Director	—	2020
Diane Giard(1) Bromont, Québec, Canada	Director	Corporate Director	—-	2018
Debra Kelly-Ennis(1) Palm Beach Gardens, Florida, USA	Director	Corporate Director	—	2017
Neil D. Manning(2)(3) Edmonton, Alberta, Canada	Director Chairman of the Corporate Governance and Nominating Committee	Corporate Director	—	2013
Sébastien Martel Granby, Québec, Canada	Director	CFO of BRP Inc. (manufacturer of recreational vehicles)	—	2023
John Pratt Kenilworth, Illinois USA	Director	Corporate Director	—	2022

Annual Information Form 2023

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Name, City, Province/State and Country of Residence	Position with the Corporation	Principal Occupation	Principal Occupation within the Preceding Five Years	First Year as Director of the Corporation (or its predecessor)
Joey Saputo(2) Montreal, Québec, Canada	Director Interim Chairman of the Human Resources and Compensation Committee	President of Arbec Forest Products Inc. and Groupe Hôtelier Grand Chateau Inc.; Chairman of Groupe Remabec (forestry), Bologna FC 1909 and CF Montréal; and board member of Major League Soccer	—	1996
Rosemary Turner(2) Las Vegas, Nevada, USA	Director	Corporate Director	—	2020

(1)Member of the Audit Committee.

(2)Member of the Human Resources and Compensation Committee.

(3)Member of the Corporate Governance and Nominating Committee.

(4)Interim member of the Audit Committee

The following table sets out, for each person who is an officer of the Corporation as of the date hereof (with the exception of the Chairman of the Board of Directors, President and Chief Executive Officer included in the table above), his or her name, city, province or state and country of residence and position held with the Corporation. In each case, the principal occupation of the officer is as set out under “Position with the Corporation”. Except as otherwise indicated, each officer has held his or her principal occupation for the last five years.

Name, City, Province/State and Country of Residence	Position with the Corporation	Principal Occupation within the preceding five years
David Saperstein, MBA, BA Palm Beach Gardens, Florida, USA	Chief Financial Officer	—
Kal Atwal, CPA, CMA Caledon, Ontario, Canada	Executive Vice-President	Prior to July 2019, President of TForce Logistics Canada and AC Logistics Canada
Steven Brookshaw, CPA, CMA Mount Pleasant, Ontario, Canada	Senior Executive Vice-President	Prior to 2023, Executive Vice-President of the Corporation
Kristen Fess Vittoria, Ontario, Canada	Executive Vice-President	Prior to 2023, Senior Vice President of Contrans Flatbed Group
Rick Hashie Streetsville, Ontario, Canada	Executive Vice-President	—
Robert McGonigal Aurora, Ontario, Canada	Executive Vice-President	—

Annual Information Form 2023

TFI International Inc.

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Name, City, Province/State and Country of Residence	Position with the Corporation	Principal Occupation within the preceding five years
Justin Paul Beaumont, Alberta, Canada	Executive Vice-President	Prior to 2024, President of TF Energy and prior to 2023, Vice President & General Manager of TF Energy
Junior Roy St-Augustin de Desmaures, Québec, Canada	Executive Vice-President	Prior to 2021, President of JCG Group, and prior to 2020, President of Kingsway Bulk
Christopher Traikos Gormley, Ontario, Canada	Executive Vice-President	Prior to 2021, President of Vitran Express
Joel Andre, CHRL Vaughan, Ontario, Canada	Vice-President, Human Resources	Prior to 2023, Director of Human Resources
Norman Brazeau Ste-Thérèse, Québec, Canada	Vice-President, Real Estate	Prior to 2021, Director, Property Management and Vice-President and General Manager of TLS
Daniel Chevalier, CPA Laval, Québec, Canada	Vice-President, Finance, Operational Reporting	—
Patrick Croteau, CPA Kirkland, Québec, Canada	Vice-President, Finance & Control	—
Johanne Dean Lac Brome, Québec, Canada	Vice-President, Marketing & Communications	—
Julie Eising, CPA Boca Raton, Florida, USA	Vice-President, Tax	Prior to 2023, SVP Finance and Tax for Likewize Corp f/k/a Brightstar Corp
Paul Freund, Austin, Texas, USA	Vice-President, Information Technology Security	Prior to October 2022, Cybersecurity Consultant for Brinks, Inc., and prior to April 2022, Director of Cybersecurity and GRC and acting Global CISO for Wesco Aircraft Hardware Corp.
Josiane M. Langlois, LL.M. Beaconsfield, Québec, Canada	Vice-President, Legal Affairs & Corporate Secretary	—
Sylvain Lemay, CPA Montreal, Québec, Canada	Vice-President, Information Technology	Prior to 2023, Director IT ERP and Architecture
Suri Musiri, MBA, CIA Naperville, Illinois, USA	Vice-President, Internal Audit	Prior to 2022, Vice President, Internal Audit at Echo Global Logistics
Bill Preece Kitchener, Ontario, Canada	Vice-President, Environment	Prior to 2021, Director of Business Development, Regulated Materials of Contrans Group
Martin Quesnel, CPA Boucherville, Québec, Canada	Vice-President, Finance	—

Annual Information Form 2023

TFI International Inc.

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As at December 31, 2023, the directors and executive officers of the Corporation, as a group, beneficially owned or otherwise exercised control or direction over, directly or indirectly, an aggregate of 5,141,517 Common Shares, representing approximately 6.09% of the issued and outstanding Common Shares.

To the knowledge of the Corporation, none of the foregoing directors or executive officers of the Corporation (and with respect to (b) and (c) below, none of the shareholders of the Corporation holding a sufficient number of Common Shares to affect materially the control of the Corporation):

(a)is, or within the last ten years has been, a director, chief executive officer or chief financial officer of any company that:

(i)was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation, and which in all cases was in effect for a period of more than 30 consecutive days (an “Order”), which Order was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such company; or

(ii)was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer of such company; or

(b)is, or within the last ten years has been, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c)has, within the last ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his, her or its assets.

To the knowledge of the Corporation, none of the foregoing directors or executive officers of the Corporation and none of the shareholders of the Corporation holding a sufficient number of Common Shares to affect materially the control of the Corporation, has been subject to:

(a)any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b)any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

To the knowledge of the Corporation, no director or officer of the Corporation or any of its subsidiaries has an existing or potential material conflict of interest with the Corporation or any of its subsidiaries.

Annual Information Form 2023

TFI International Inc.

19

Audit committee

Audit Committee Charter

The Audit Committee charter is annexed as Schedule A to this annual information form.

Audit Committee Composition

The Audit Committee is composed of four members, namely William T. England, Chairman, André Bérard (interim member), Debra Kelly-Ennis and Diane Giard. In the opinion of the Board of Directors of the Corporation, each member of the Audit Committee is independent and financially literate within the meaning of National Instrument 52-110 Audit Committees.

Relevant Education and Experience

In the opinion of the Board of Directors of the Corporation, each member of the Audit Committee has a good command of generally accepted accounting principles and has the ability to understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements. This section describes at greater length how these members acquired their financial literacy.

William T. England is a retired partner of PricewaterhouseCoopers (PwC), where he held various executive positions.

André Bérard is a Corporate Director and Lead Director.

Debra Kelly-Ennis is the former President and CEO of Diageo Canada. She held executive leadership positions with General Motors Corporation, Gerber Foods Company, RJR/Nabisco, Inc. and The Coca-Cola Company Foods Division.

Diane Giard retired as Executive Vice President of the National Bank of Canada in 2018. Before joining the National Bank of Canada, she held different management positions at Scotia Bank.

Pre-approval Policies and Procedures for Non-Audit Services

The Audit Committee has adopted in its charter, a specific policy and procedure for the engagement of non-audit services.

External Auditor Service Fees (by Category)

The aggregate amounts paid or accrued by the Corporation with respect to fees payable to KPMG LLP, the auditors of the Corporation, for audit, audit-related, tax and other services in the years ended December 31, 2023 and 2022 were as follows:

Annual Information Form 2023

TFI International Inc.

20

Year ended December 31,
	2023		2022
	In US$(3)
Audit Fees(1)	$	2,914,733	$	2,683,499
Audit-Related Fees(2)	$	22,990	$	382,553
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0
TOTAL	$	2,937,723	$	3,066,052

____________________

(1)Audit fees for 2023 and 2022 include fees related to the audit of the annual financial statements, the review of the interim financial statements and the audit of internal controls over financial reporting.

(2)2023 and 2022 Audit-Related Fees are for an audit of a special report, 2023 fees also include US GAAP analysis work and 2022 fees also include carve-out work related to the disposition of CFI and due diligence services.

(3)The amounts in the table above are shown in USD and have been translated from the currency in which they were invoiced based on the average exchange rate of the Bank of Canada for the years 2023 and 2022 respectively, namely:

Currency	2023	2022
CAD	0.7409	0.7685

LEGAL PROCEEDINGS and Regulatory actions

Management of the Corporation is not aware of any material litigation outstanding, threatened or pending as of the date hereof by or against the Corporation other than in the normal course of business.

During the fiscal year ended December 31, 2023, the Corporation was not subject to:

(a)any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority;

(b)any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision; or

(c)any settlement agreements entered into before a court relating to securities legislation or with a securities regulatory authority.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No directors or executive officers of the Corporation, and no person or corporation that is the beneficial owner of, or who exercises control or direction over, directly or indirectly, more than 10% of the Corporation’s shares or any of their respective associates or affiliates, has or has had a material interest, direct or indirect, in any transaction, whether proposed or concluded, which had, or may have, a material effect on the Corporation or its subsidiaries within the three most recently-completed financial years or during the current financial year.

Transfer AgentS and RegistrarS

The transfer agents and registrars for the Common Shares are Computershare Trust Company of Canada at its principal offices in Montreal, Québec and Toronto, Ontario and Computershare Trust Company, N.A. at its principal offices in Canton, Massachusetts.

Annual Information Form 2023

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Material Contracts

No contract, other than contracts entered into in the ordinary course of business, considered material to the Corporation has been entered into during its last fiscal year.

Name and Interests of Experts

KPMG LLP prepared the Report of Independent Registered Public Accounting Firm with respect to the Corporation's consolidated financial statements for the years ended December 31, 2023 and 2022.

KPMG LLP are the auditors of the Corporation and have confirmed with respect to the Corporation that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable Canadian legislation or regulations and are independent accountants with respect to the Corporation under all relevant U.S. professional and regulatory standards.

ADDITIONAL INFORMATION

Additional information, including directors’ and officers’ remuneration and indebtedness (if any), principal holders of the Corporation’s securities, options to purchase securities and interests of insiders in material transactions, if applicable, is contained in the Corporation’s Management Proxy Circular in respect of the annual meeting of shareholders held on April 26, 2023.

Additional financial information is provided in the Corporation’s audited consolidated financial statements and management’s discussion and analysis relating thereto for the fiscal year ended December 31, 2023. These documents, as well as additional information relating to the Corporation, including any of the Corporation’s news releases, are also available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

Annual Information Form 2023

TFI International Inc.

22

Schedule A

 

Audit Committee Charter Revised July 2021

PURPOSE

The primary function of the Audit Committee (the “Committee”) of TFI International Inc. (the “Corporation”) is to assist the Board of Directors (the “Board”) in fulfilling its oversight responsibilities by reviewing with its auditors: (a) the financial reports and other financial information provided by the Corporation to any governmental body or the public, being understood that the financial statements are the responsibility of management and that the Committee’s role is solely to assist the Board in fulfilling its oversight responsibilities; (b) the Corporation’s systems of internal controls regarding finance and accounting that management and the Board have established; and (c) the Corporation’s auditing, accounting and financial reporting processes generally.

All of the requirements in this Charter are qualified by the understanding that the role of the Committee is to act in an oversight capacity and is not intended to require a detailed review of the work performed by the external auditors unless specific circumstances are brought to its attention warranting such a review.

The Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities and it has direct access to the external and internal auditors as well as anyone in the organization. The Committee has the ability to retain, at the Corporation’s expense, specific advisors, consultants or experts it deems necessary in the performance of its duties.

COMPOSITION

The Committee shall be composed of three or more Directors as determined by the Board. All members of the Committee must be independent (must be free of any relationship to the Corporation that may interfere with the exercise of their independence from management and the Corporation) in accordance with subsection 3.1 (3) of Regulation 52-110 concerning audit committees (the “Independence Standards”).

All members of the Committee must be financially literate and shall possess an understanding of financial statements, including balance sheet, income statement and cash flow statement or be able to do so within a reasonable period of time after his or her appointment to the Committee. At least one member of the Committee shall have accounting or related financial management expertise, as the Board, in its business judgment, interprets such qualification.

The members of the Committee shall be appointed by the Board at the annual or any regular meeting of the Board. The members of the Committee shall serve until their successors shall be duly elected and qualified or their earlier resignation or removal. The Chair of the Committee shall be appointed by the Chairman of the Board. If a Chair is not elected by the full Board or is not present at a particular meeting, the members of the Committee may designate a Chair by majority vote of the Committee membership in attendance.

MEETINGS

The Committee shall meet at least four times annually, or more frequently as circumstances dictate. The Committee should meet at least annually with management, the internal and external auditors and as a Committee, in separate executive sessions, to discuss any matters that the Committee or each of these groups believe should be discussed privately. In addition, the Committee, or at least the Chair, should meet with the external auditors and management quarterly, either in person or telephonically, to review the Corporation’s interim financial statements. The Committee Chair shall prepare and/or approve the agenda in advance of each meeting.

Annual Information Form 2023

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RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Committee shall perform the following:

Documents/Reports Review

a)Review and reassess the adequacy of this Charter at least annually.

b)Review and discuss with management and the external auditors the Corporation’s annual audited financial statements, quarterly financial results, Management Discussion and Analysis (“MD&A”) and draft audit related disclosures for proxy statements before the Corporation publicly discloses this information. This review and discussion should encompass the results of the audit, including significant issues regarding accounting principles, practices and judgments.

The Chair of the Committee may represent the entire Committee for purposes of this review, in case of emergency in the event the Committee is unable to meet.

c)Review and discuss with management all significant issues surrounding corporate risk including insurance coverage, derivatives, information systems and cybersecurity, stress testing and environmental issues as required.

d)Develop and review on an annual basis, or more frequently if appropriate, a Whistle Blower Policy and ensure that such policy is appropriate for the Corporation and complies with the applicable laws, regulations, and listing standards, and to recommend any changes as necessary to the Board. Upon the adoption of such rules, the Committee will oversee their enforcement.

e)Review on an annual basis the Corporation pension plans performance.

External Auditors

a)Recommend to the Board the selection of external auditors, considering independence and effectiveness and approve the fees and other compensation to be paid to the external auditors.

b)Review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation;

c)Make clear that the external auditors for the Corporation are ultimately accountable to the Committee and the Board, that the Committee and Board have the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the external auditors or to nominate the external auditor to be proposed for Shareholder approval in any proxy statement.

d)Require the external auditors to submit on a periodic basis (but at least annually) to the Committee a formal written statement in accordance with the Independence Standards delineating all relationships between them and the Corporation, actively engage in a dialogue with them with respect to any disclosed relationships or services that may impact their objectivity and independence, and recommend that the Board take appropriate action in response to the report of the external auditors to satisfy itself of the external auditors’ independence.

e)Review the performance of the external auditors and approve any proposed discharge of the external auditors when circumstances warrant.

f)Discuss with the external auditors their audit plan.

g)Review and approve in advance all non-audit services performed by the Corporation’s duly appointed external auditing firm. Notwithstanding the foregoing:

Annual Information Form 2023

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i)the audit committee may delegate to the chairman of the committee, the authority to pre-approve non-audit services to be performed by the Corporation’s duly appointed audit firm. The pre-approval of such non-audit services by chairman to whom authority has been delegated must thereafter be presented to the audit committee at its first scheduled meeting following such pre-approval.

ii)if the amount to be paid by the Corporation to the Corporation’s duly appointed external auditing firm is less than seventy-five thousand dollars (CA$75,000) for each specific mandate, up to an aggregate annual amount of all the non-audit services not more than One Hundred Fifty Thousand Dollars (CA$150,000), such non-audit services are deemed to be pre-approved by the committee if they are approved by the Chairman of the committee and provided that the services are promptly brought to the attention of the Committee at its first scheduled meeting following such non-audit services are given.

iii)the following non-audit services are strictly prohibited and shall in no circumstance be performed by the Corporation’s duly appointed external auditing firm:

Bookkeeping or other services related to the Corporation’s accounting records or financial statements;

Financial information systems design and implementation;

Appraisal or valuation services for financial reporting purposes;

Actuarial services for items recorded in the financial statements;

Internal audit outsourcing services;

Management functions;

Human resources;

Certain corporate finance and other services;

Legal services;

Certain expert services unrelated to the audit.

h)Resolution of disagreements between management and external auditors;

Internal Audit

a)Review and concur in the appointment, replacement, reassignment or dismissal of the director of internal audit.

b)Confirm and assure the independence of the internal auditor.

c)Evaluate, in consultation the director of internal auditing, the audit scope and role of internal audit.

d)In consultation with management and the external auditors, evaluate the effectiveness and independence of the Corporation’s internal audit function including the reporting relationship to the Committee and the compliance with the Committee charter.

e)Review with the director of internal audit and management, the audit plan, activities, staffing and organizational structure of internal audit.

Financial Reporting Processes

a)In consultation with management and the external auditors, consider the integrity of the Corporation’s financial reporting processes and controls and whether such controls are adequate. The Committee must be satisfied that the adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements (other than the Corporation’s financial statements, MD&A and annual and interim profit or loss press releases), and periodically assess the adequacy of those procedures.

b)Discuss significant financial reporting issues including off balance sheet arrangements and/or special purpose entities and the steps management has taken to monitor, control and report such issues.

c)Review significant findings prepared by the external auditors together with management’s response.

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d)Prior to releasing the year-end earnings, discuss the results of the audit with the external auditors.

e)Review the annual budget on an annual basis.

f)Review and recommend the proposed dividend payouts on a quarterly basis.

g)Discuss with the external auditors their judgments about the quality, not just the acceptability, of the Corporation’s accounting principles as applied in its financial reporting.

h)Based on the review and discussions referred to previously, recommend to the Board that the audited financial statements be included in the Corporation’s Annual Report.

i)Prepare a report of the Committee to be included in the Corporation’s Proxy Circular for its Annual Meeting.

Other

a)The Committee will establish procedures for the receipt, retention and treatment of any complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters.

b)The Committee will review the accounting principles and practices.

c)The Committee will establish procedures for the confidential, anonymous submission by the employees of the Corporation of concerns regarding questionable accounting or auditing matters.

d)Nothing in this Charter will, or be deemed to, decrease or modify any manner adverse to any member of the Committee, such member’s right to rely on statements and certifications made by Corporation’s officers, employees, agents, counsel, experts and auditors.

e)Nothing in this charter will, or will be deemed to, adversely affect in any manner the rights of members of the Committee to indemnification and advancement of expenses under the Corporation’s By-Laws or under any contract, agreement, arrangement or understanding benefiting such member.

f)Notwithstanding any other provision of this Charter, no provision of this Charter will, except to the extent required by applicable law, rule or regulation, be construed to create any duty, liability or obligation on the part of the Committee or its members.

The Committee relies on the expertise and knowledge of management and the public accounting firm in carrying out its oversight responsibilities. Management of the Corporation is responsible for determining that the Corporation’s financial statements are complete, accurate, and in accordance with generally accepted accounting principles. The public accounting firm is responsible for auditing the Corporation’s financial statements. It is not the duty of the Committee to plan or conduct audits, to determine that the financial statements are complete, accurate and are in accordance with generally accepted accounting principles, to conduct investigations, or to assure compliance with laws and regulations of the Corporation’s internal policies, procedures or controls.

Annual Information Form 2023

TFI International Inc.

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EX-99.2

Exhibit 99.2

 

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended

December 31, 2023 and 2022

TFI International Inc.

Consolidated Financial Statements

Years ended December 31, 2023 and 2022

CONTENTS

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION	1
CONSOLIDATED STATEMENTS OF INCOME	2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	3
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	4
CONSOLIDATED STATEMENTS OF CASH FLOWS	5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	6

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

TFI International Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of TFI International Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the financial performance and its cash flows for the years ended December 31, 2023 and 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 15, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of the self-insurance provisions

As discussed in Note 17 to the consolidated financial statements, the Company has $123.6 million of self-insurance provisions as of December 31, 2023. As discussed in Note 3(k), self-insurance provisions represent the uninsured portion of outstanding claims at year-end. The provision represents an accrual for estimated future disbursements associated with the self-insured portion for claims filed at year-end and incurred but not reported related to cargo loss, bodily injury, worker’s compensation and property damages. The estimates are based on the Company’s historical experience including settlement patterns and payment trends.

We identified the assessment of the self-insurance provisions as a critical audit matter. Significant auditor judgment was required to evaluate the amounts that will ultimately be paid to settle these claims. Significant assumptions that affected the estimated provisions

included the consideration of historical claim experience, severity factors affecting the amounts ultimately paid which are used to determine the loss development patterns, and current and expected levels of cost per claims which are used to determine expected loss ratios. Additionally, the provisions included estimates for claims that have been incurred but have not been reported, and specialized skills and knowledge were needed to evaluate the actuarial methods and assumptions used to assess these estimates.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the reconciliation and monitoring of its self-insurance provision. For claims for which the estimate is determined using actuarial methods, which included claims incurred but not reported, we involved actuarial professionals with specialized skills and knowledge, who assisted in:

•comparing the Company’s actuarial reserving methods with generally accepted actuarial standards

•evaluating assumptions used in determining the provisions, including the loss development pattern and the expected loss ratios

•developing an expected range of the provisions, including for claims incurred but not reported, by applying actuarial methods and assumptions to the Company’s data and comparing to the Company’s estimated provisions.

For claims for which the estimate is not determined using actuarial methods, for a selection of claims, we confirmed with the Company’s external counsel regarding the Company’s evaluation of claims and any excluded claims.

/s/ KPMG LLP

We have served as the Company’s auditor since 2003.

Montreal, Canada

February 15, 2024

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

TFI International Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited TFI International, Inc.’s (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 15, 2024 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired JHT Holdings Inc. ("JHT") during 2023, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, JHT’s internal control over financial reporting associated with 3.3% of current assets and 7.2% of long term assets, 4.3% of current liabilities, 3.1% of long term liabilities, 3.0% of revenue, and 4.5% of net income included in the consolidated financial statements of the Company as of and for the year ended December 31, 2023. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of JHT.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the Management’s Annual Report on Internal Controls over Financial Reporting section in the Company’s Management’s Discussion and Analysis. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent

or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Montreal, Canada

February 15, 2024

TFI International Inc. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

December 31, 2023 AND 2022

(in thousands of U.S. dollars)		As at			As at
	Note	December 31, 2023			December 31, 2022
Assets
Cash and cash equivalents			335,556			147,117
Trade and other receivables	7		894,771			1,030,726
Inventoried supplies			23,964			24,181
Current taxes recoverable			23,637			12,788
Prepaid expenses			56,269			38,501
Assets held for sale			1,802			10,250
Current assets			1,335,999			1,263,563
Property and equipment	9		2,415,472			2,131,955
Right-of-use assets	10		425,630			381,640
Intangible assets	11		2,019,301			1,592,110
Investments	12		50,209			85,964
Employee benefits	16		-			4,359
Other assets			16,394			19,192
Deferred tax assets	18		20,615			27,047
Non-current assets			4,947,621			4,242,267
Total assets			6,283,620			5,505,830
Liabilities
Trade and other payables	13		671,936			708,768
Current taxes payable			2,442			41,714
Provisions	17		66,565			43,903
Other financial liabilities			23,420			19,275
Long-term debt	14		174,351			37,087
Lease liabilities	15		127,397			115,934
Current liabilities			1,066,111			966,681
Long-term debt	14		1,709,831			1,278,670
Lease liabilities	15		332,761			297,105
Employee benefits	16		53,231			-
Provisions	17		93,335			131,736
Other financial liabilities			3,699			382
Deferred tax liabilities	18		433,242			368,186
Non-current liabilities			2,626,099			2,076,079
Total liabilities			3,692,210			3,042,760
Equity
Share capital	19		1,107,290			1,089,229
Contributed surplus	19, 21		37,684			41,491
Accumulated other comprehensive loss			(200,539	)		(233,321	)
Retained earnings			1,646,975			1,565,671
Total equity			2,591,410			2,463,070
Contingencies, letters of credit and other commitments	27
Total liabilities and equity			6,283,620			5,505,830

The notes on pages 6 to 44 are an integral part of these consolidated financial statements.

On behalf of the Board:

/s/ Alain Bédard	Director	/s/ André Bérard	Director
Alain Bédard		André Bérard

│1

TFI International Inc. CONSOLIDATED STATEMENTS OF INCOME

years ended December 31, 2023 and 2022

(In thousands of U.S. dollars, except per share amounts)	Note	2023			2022
Revenue			6,416,886			7,357,064
Fuel surcharge			1,104,281			1,455,427
Total revenue			7,521,167			8,812,491
Materials and services expenses	22		3,805,846			4,592,191
Personnel expenses	23		2,109,622			2,362,856
Other operating expenses			434,751			492,291
Depreciation of property and equipment	9		249,835			248,638
Depreciation of right-of-use assets	10		132,112			126,276
Amortization of intangible assets	11		60,028			55,679
Loss (gain) on sale of business	6		3,011			(73,653	)
Gain on sale of rolling stock and equipment			(15,510	)		(59,661	)
Gain on derecognition of right-of-use assets			(1,482	)		(210	)
Loss (gain) on sale of land and buildings			40			(43	)
Gain, net of impairment, on sale of assets held for sale			(14,721	)		(77,911	)
Total operating expenses			6,763,532			7,666,453
Operating income			757,635			1,146,038
Finance (income) costs
Finance income	24		(8,612	)		(1,750	)
Finance costs	24		89,483			82,147
Net finance costs			80,871			80,397
Income before income tax			676,764			1,065,641
Income tax expense	25		171,887			242,409
Net income			504,877			823,232
Earnings per share
Basic earnings per share	20		5.88			9.21
Diluted earnings per share	20		5.80			9.02

The notes on pages 6 to 44 are an integral part of these consolidated financial statements.

│2

TFI International Inc. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years ended December 31, 2023 and 2022

(In thousands of U.S. dollars)	2023			2022
Net income		504,877			823,232
Other comprehensive income (loss)
Items that may be reclassified to income or loss in future years:
Foreign currency translation differences		(881	)		(10,148	)
Net investment hedge, net of tax		39,705			(72,046	)
Employee benefits, net of tax		-			292
Items that may never be reclassified to income:
Defined benefit plan remeasurement, net of tax		2,016			63,508
Items directly reclassified to retained earnings:
Unrealized gain (loss) on investments in equity securities
measured at fair value through OCI, net of tax		7,281			(5,495	)
Other comprehensive income (loss), net of tax		48,121			(23,889	)
Total comprehensive income		552,998			799,343

The notes on pages 6 to 44 are an integral part of these consolidated financial statements.

│3

TFI International Inc.	CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
	Years ended December 31, 2023 and 2022

(In thousands of U.S. dollars)											Accumulated			Accumulated
								Accumulated			foreign			unrealized						Total
								unrealized			currency			gain (loss)						equity
								loss on			translation			on invest-						attributable
								employee			differences			ments in			Retained			to owners
		Share			Contributed			benefit			& net invest-			equity			earnings			of the
	Note	capital			surplus			plans			ment hedge			securities			(deficit)			Company
Balance as at December 31, 2022			1,089,229			41,491			-			(239,120	)		5,799			1,565,671			2,463,070
Net income			-			-			-			-			-			504,877			504,877
Other comprehensive income, net of tax			-			-			-			38,824			7,281			2,016			48,121
Realized (loss) gain on equity securities			-			-			-			-			(13,323	)		13,323			-
Total comprehensive (loss) income			-			-			-			38,824			(6,042	)		520,216			552,998
Share-based payment transactions, net of tax	21		-			21,424			-			-			-			-			21,424
Stock options exercised, net of tax	19, 21		17,179			(4,402	)		-			-			-			-			12,777
Dividends to owners of the Company	19		-			-			-			-			-			(124,254	)		(124,254	)
Repurchase of own shares	19		(28,303	)		-			-			-			-			(259,721	)		(288,024	)
Net settlement of restricted share units
and performance share units, net of tax	19, 21		29,185			(20,829	)		-			-			-			(54,937	)		(46,581	)
Total transactions with owners, recorded directly in equity			18,061			(3,807	)		-			-			-			(438,912	)		(424,658	)
Balance as at December 31, 2023			1,107,290			37,684			-			(200,296	)		(243	)		1,646,975			2,591,410
Balance as at December 31, 2021			1,133,181			39,150			(292	)		(156,926	)		12,553			1,282,689			2,310,355
Net income			-			-			-			-			-			823,232			823,232
Other comprehensive income (loss), net of tax			-			-			292			(82,194	)		(5,495	)		63,508			(23,889	)
Realized (loss) gain on equity securities			-			-			-			-			(1,259	)		1,259			-
Total comprehensive income (loss)			-			-			292			(82,194	)		(6,754	)		887,999			799,343
Share-based payment transactions, net of tax	21		-			16,298			-			-			-			-			16,298
Stock options exercised, net of tax	19, 21		22,800			(6,298	)		-			-			-			-			16,502
Dividends to owners of the Company	19		-			-			-			-			-			(102,615	)		(102,615	)
Repurchase of own shares	19		(68,536	)		-			-			-			-			(499,447	)		(567,983	)
Net settlement of restricted share units, net of tax	19, 21		1,784			(7,659	)		-			-			-			(2,955	)		(8,830	)
Total transactions with owners, recorded directly in equity			(43,952	)		2,341			-			-			-			(605,017	)		(646,628	)
Balance as at December 31, 2022			1,089,229			41,491			-			(239,120	)		5,799			1,565,671			2,463,070

The notes on pages 6 to 44 are an integral part of these consolidated financial statements.
 

│4

TFI International Inc.	CONSOLIDATED STATEMENTS OF CASH FLOWS
	Years Ended December 31, 2023 and 2022

(In thousands of U.S. dollars)	Note		2023			2022
Cash flows from operating activities
Net income				504,877			823,232
Adjustments for:
Depreciation of property and equipment		9		249,835			248,638
Depreciation of right-of-use assets		10		132,112			126,276
Amortization of intangible assets		11		60,028			55,679
Share-based payment transactions		21		13,451			14,648
Net finance costs		24		80,871			80,397
Income tax expense		25		171,887			242,409
Loss (gain) on sale of business		6		3,011			(73,653	)
Gain on sale of property and equipment				(15,470	)		(59,704	)
Gain on derecognition of right-of-use assets				(1,482	)		(210	)
Gain, net of impairment, on sale of assets held for sale				(14,721	)		(77,911	)
Employee benefits				60,212			14,946
Provisions, net of payments				(33,696	)		26,044
Net change in non-cash operating working capital		8		106,631			(147,453	)
Interest paid				(70,354	)		(77,512	)
Income tax paid				(233,353	)		(224,181	)
Net cash from operating activities				1,013,839			971,645
Cash flows (used in) from investing activities
Purchases of property and equipment		9		(361,563	)		(350,824	)
Proceeds from sale of property and equipment				73,339			128,821
Proceeds from sale of assets held for sale				50,280			131,250
Purchases of intangible assets		11		(2,758	)		(6,120	)
Proceeds from sale of intangible assets				-			250
Proceeds from sale of business, net of cash disposed		6		-			546,228
Business combinations, net of cash acquired		5		(628,701	)		(158,251	)
Purchases of investments				(41,719	)		(80,551	)
Proceeds from sale of investments				89,225			12,930
Others				24,565			(311	)
Net cash (used in) from investing activities				(797,332	)		223,422
Cash flows used in financing activities
Net (decrease) increase in bank indebtedness				(6,337	)		7,490
Proceeds from long-term debt		14		575,000			334,164
Repayment of long-term debt		14		(41,371	)		(369,692	)
Net increase (decrease) in revolving facilities		14		25,242			(236,502	)
Repayment of lease liabilities		15		(128,107	)		(123,606	)
Decrease of other financial liabilities				(9,572	)		(21,108	)
Dividends paid				(121,095	)		(97,321	)
Repurchase of own shares		19		(288,024	)		(567,983	)
Proceeds from exercise of stock options		19		12,777			16,502
Share repurchase for settlement of restricted share
units and performance share units				(46,581	)		(9,186	)
Net cash used in financing activities				(28,068	)		(1,067,242	)
Net change in cash and cash equivalents				188,439			127,825
Cash and cash equivalents, beginning of year				147,117			19,292
Cash and cash equivalents, end of year				335,556			147,117

The notes on pages 6 to 44 are an integral part of these consolidated financial statements.

│5

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

1.Reporting entity

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

The consolidated financial statements of the Company as at and for the years ended December 31, 2023 and 2022 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”).

The Group is involved in the provision of transportation and logistics services across the United States, Canada and, until August 31, 2022, Mexico.

2.Basis of preparation

a)Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

These consolidated financial statements were authorized for issue by the Board of Directors on February 15, 2024.

b)Basis of measurement

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

c)Functional and presentation currency

The Company’s consolidated financial statements are presented in U.S. dollars (“U.S. dollars” or “USD”). All information in these consolidated financial statements is presented in USD unless otherwise specified.

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 accumulated foreign currency translation differences and net investment hedge.

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

d)Use of estimates and judgments

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

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.

│6

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

Information about critical judgments, assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is included in the following notes:

Note 5 – Establishing the fair value of intangible assets and land and buildings related to material business combinations;

Note 16 – Determining estimates and assumptions related to the evaluation of the defined benefit obligation; and

Note 17 – Determining estimates and assumptions related to the evaluation of provisions for self-insurance and litigations.

3.Material accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, unless otherwise indicated. The accounting policies have been applied consistently by Group entities.

a)Basis of consolidation

i)Business combinations

The Group measures goodwill as the fair value of the consideration transferred including the fair value of liabilities resulting from contingent consideration arrangements, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at fair value as of the acquisition date. When the excess is negative, a bargain purchase gain is recognized immediately in income or loss.

Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination, are expensed as incurred.

ii)Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

iii)Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

b)Foreign currency translation

i)Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the Group’s entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate in effect at the reporting date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortized cost in foreign currency translated at the exchange rate at the end of the reporting period. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated at the rate in effect on the transaction date. Income and expense items denominated in foreign currency are translated at the date of the transactions. Gains and losses are included in income or loss.

ii)Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on business combinations, are translated to Canadian dollars at exchange rates in effect at the reporting date. The income and expenses of foreign operations are translated to Canadian dollars at the average exchange rate in effect during the reporting period.

Foreign currency differences are recognized in other comprehensive income (“OCI”) in the accumulated foreign currency translation differences account.

│7

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

When a foreign operation is disposed of, the relevant amount in the cumulative amount of foreign currency translation differences is transferred to income or loss as part of the income or loss on disposal. On the partial disposal of a subsidiary while retaining control, the relevant proportion of such cumulative amount is reattributed to non-controlling interest. In any other partial disposal of a foreign operation, the relevant proportion is reclassified to income or loss.

Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the accumulated foreign currency translation differences account.

Translation gains and losses from the application of U.S dollars as the presentation currency while the Canadian dollar is the functional currency are included as part of the cumulative foreign currency translation adjustment.

c)Financial instruments

i)Non-derivative financial assets

The Group initially recognizes financial assets on the trade date at which the Group becomes a party to the contractual provisions of the instrument. Financial assets are initially measured at fair value, except for trade receivables which are initially measured at their transaction price when the trade receivables do not contain a significant financing component. If the financial asset is not subsequently accounted for at fair value through profit or loss, then the initial measurement includes transaction costs that are directly attributable to the asset’s acquisition or origination. On initial recognition, the Group classifies its financial assets as subsequently measured at either amortized cost or fair value, depending on its business model for managing the financial assets and the contractual cash flow characteristics of the financial assets and depending on the purpose for which the financial assets were acquired.

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.

Financial assets and liabilities are offset and the net amount is presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Financial assets measured at amortized cost

A financial asset is subsequently measured at amortized cost, using the effective interest method and net of any impairment loss, if:

•The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

•The contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and/or interest.

The Group currently classifies its cash equivalents, trade and other receivables and long-term non-trade receivables included in other non-current assets as financial assets measured at amortized cost.

The Group recognizes loss allowances for expected credit losses on financial assets measured at amortized cost. The Group has a portfolio of trade receivables at the reporting date. The Group uses a provision matrix to determine the lifetime expected credit losses for the portfolio.

The Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in income or loss and reflected in an allowance account against trade and other receivables.

│8

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

Financial assets measured at fair value

These assets are measured at fair value and changes therein, including any interest or dividend income, are recognized in income or loss. However, for investments in equity instruments that are not held for trading, the Group may elect at initial recognition to present gains and losses in other comprehensive income. For such investments measured at fair value through other comprehensive income, gains and losses are never reclassified to profit or loss, and no impairment is recognized in profit or loss. Dividends earned from such investments are recognized in profit or loss, unless the dividend clearly represents a repayment of part of the cost of the investment.

Financial assets measured at fair value through other comprehensive income

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.

ii)Non-derivative financial liabilities

The Group initially recognizes debt issued and subordinated liabilities on the date that they are originated. All other financial liabilities are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

A financial liability is derecognized when its contractual obligations are discharged or cancelled or expire.

Financial liabilities are classified into financial liabilities measured at amortized cost and financial liabilities measured at fair value.

Financial liabilities measured at amortized cost

A financial liability is subsequently measured at amortized cost, using the effective interest method. The Group currently classifies bank indebtedness, trade and other payables and long-term debt as financial liabilities measured at amortized cost.

Financial liabilities measured at fair value

Financial liabilities at fair value are initially recognized at fair value and are re-measured at each reporting date with any changes therein recognized in net earnings. The Group currently classifies its contingent consideration liability in connection with a business acquisition as a financial liability measured at fair value.

iii)Share capital

Common shares

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and stock options are recognized as a deduction to share capital, net of any tax effects.

When share capital recognized as equity is repurchased, share capital is reduced by the amount equal to weighted average historical cost of repurchased equity. The excess amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from retained earnings.

d)Hedge accounting

Management’s risk strategy is focused on reducing the variability in profit or losses and cash flows associated with exposure to market risks. Hedge accounting is used to reduce this variability to an acceptable level. The hedges employed by the Group reduce the currency fluctuation exposures.

On the initial designation of a hedging relationship, the Group formally documents the relationship between the hedging instrument and the hedged items, including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be effective in offsetting the changes in the fair value or cash flows of the respective hedged items throughout the period for which the hedge is designated.

│9

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

Net investment hedge

The Group designates a portion of its U.S. dollar denominated debt as a hedging item in a net investment hedge. The Group applies hedge accounting to foreign currency differences arising between the functional currency of the foreign operation and the Company’s functional currency (CAD), regardless of whether the net investment is held directly or through an intermediate parent.

Foreign currency differences arising on the translation of a financial liability designated as a hedge of a net investment in foreign operations are recognized in other comprehensive income to the extent that the hedge is effective and are presented in the currency translation differences account within equity. To the extent that the hedge is ineffective, such differences are recognized in income or loss. When the hedged net investment is disposed of, the relevant amount in the translation reserve is transferred to income or loss as part of the gain or loss on disposal.

e)Property and equipment

Property and equipment are accounted for at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset and borrowing costs on qualifying assets.

When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.

Gains and losses on disposal of an item of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of property and equipment, and are recognized in net income or loss.

Depreciation is based on the cost of an asset less its residual value and is recognized in income or loss over the estimated useful life of each component of an item of property and equipment.

The depreciation method and useful lives are as follows:
Categories	Basis	Useful lives
Buildings	Straight-line	15 – 40 years
Rolling stock	Primarily straight-line	3 – 20 years
Equipment	Primarily straight-line	5 – 12 years

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted prospectively, if appropriate.

Property and equipment are reviewed for impairment in accordance with IAS 36 Impairment of Assets when there are indicators that the carrying value may not be recoverable.

f)Intangible assets

i)Goodwill

Goodwill that arises upon business combinations is included in intangible assets.

Goodwill is not amortized and is measured at cost less accumulated impairment losses.

ii)Other intangible assets

Intangible assets consist of customer relationships, trademarks, non-compete agreements and information technology.

The Group determines the fair value of the customer relationship intangible assets using the excess earnings model and internally developed significant assumptions including:

1.Forecasted revenue attributable to existing customer contracts and relationships;

2.Estimated annual attrition rate;

3.Forecasted operating margins; and

4.Discount rates

│10

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

The internally developed assumptions are based on limited observable market information which cause measurement uncertainty, and the fair value of the customer related intangible assets are sensitive to changes to these assumptions.

Intangible assets that are acquired by the Group and have finite lives are measured at cost less accumulated amortization and accumulated impairment losses.

Intangible assets with finite lives are amortized on a straight-line basis over the following estimated useful lives:

Categories	Useful lives
Customer relationships	5 – 20 years
Trademarks	5 – 20 years
Non-compete agreements	3 – 10 years
Information technology	5 – 7 years

Useful lives are reviewed at each financial year-end and adjusted prospectively, if appropriate.

g)Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

•the contract involves the use of an identified asset – this may be specific explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, the asset is not identified;

•the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

•the Group has the right to direct the use of the asset. The Group has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used.

At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received.

The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Group is reasonably certain to exercise that option. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that cannot be readily determined, the Group's incremental borrowing rate. The incremental borrowing rate is a function of the Group’s incremental borrowing rate, the nature of the underlying asset, the location of the asset and the length of the lease. Generally, the Group uses its incremental borrowing rate as the discount rate.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in the future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

│11

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or leases and leases of low-value assets. The Group recognises these lease payments as an expense on a straight-line basis over the lease term.

h)Impairment

Non-financial assets

The carrying amounts of the Group’s non-financial assets other than inventoried supplies and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, the recoverable amount is estimated on December 31 of each year.

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”, or “CGU”). For the purposes of goodwill impairment testing, goodwill acquired in a business combination is allocated to the group of CGUs (usually a Group’s operating segment), that is expected to benefit from the synergies of the combination. This allocation is subject to an operating segment ceiling test and reflects the lowest level at which that goodwill is monitored for internal reporting purposes. The Company performs goodwill impairment testing annually, or more frequently if events or circumstances indicate the carrying value of a CGU, which is a Group’s operating segment, may exceed the recoverable amount of the CGU. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or group of assets. The fair value less cost to sell is based on market comparable multiples applied to forecasted earnings before financial expenses, income taxes, depreciation and amortization ("adjusted EBITDA") for the next year, which takes into account financial forecasts approved by senior management.

The Group’s corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, if any, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a prorata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Impairment losses and impairment reversals are recognized in income or loss.

i)Assets held for sale

Non-current assets are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.

Such assets are generally measured at the lower of their carrying amount and fair value less costs to sell. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and losses on remeasurement are recognized in income or loss.

Once classified as held-for-sale, intangible assets and property and equipment are no longer amortized or depreciated.

j)Employee benefits

i)Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in income or loss in the periods during which

│12

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

ii)Defined benefit plans

The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their services in the current and prior periods discounting that amount and deducting the fair value of any plan assets. The discount rate is the yield at the reporting date on AAA, AA or A credit-rated fixed income securities that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the same currency in which the benefits are expected to be paid. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan in the Group.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

iii)Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or income-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

iv)Share-based payment transactions

The grant date fair value of equity share-based payment awards granted to employees is recognized as a personnel expense, with a corresponding increase in contributed surplus, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service condition at the vesting date.

The fair value of the amount payable to board members in respect of deferred share unit (“DSU”), which are to be settled in cash, is recognized as an expense with a corresponding increase in liabilities. The liability is remeasured at each reporting date until settlement. The Group presents mark-to-market (gain) loss on DSUs in personnel expenses.

v)Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises costs for a restructuring. If benefits are not expected to be fully settled within 12 months of the end of the reporting period, then they are discounted.

k)Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the unwinding of the discount is recognized as finance cost.

│13

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

Self-Insurance

Self-insurance provisions represent the uninsured portion of outstanding claims at year-end. The provision represents an accrual for estimated future disbursements associated with the self-insured portion for claims filed at year-end and incurred but not reported, related to cargo loss, bodily injury, worker’s compensation and property damages. The estimates are based on the Group’s historical experience including settlement patterns and payment trends. The most significant assumptions in the estimation process include the consideration of historical claim experience, severity factors affecting the amounts ultimately paid, and current and expected levels of cost per claims. Changes in assumptions and experience could cause these estimates to change significantly in the near term.

l)Revenue recognition

The Group’s normal business operations consist of the provision of transportation and logistics services. All revenue relating to normal business operations is recognized over time in the statement of income. The stage of completion of the service is determined using the proportion of days completed to date compared to the estimated total days of the service. Revenue is presented net of trade discounts and volume rebates. Revenue is recognized as services are rendered, when the control of promised services is transferred to customers in an amount that reflects the consideration the Group expects to be entitled to receive in exchange for those services measured based on the consideration specified in a contract with the customers. The Group considers the contract with customers to include the general transportation service agreement and the individual bill of ladings with customers.

Based on the evaluation of the control model, certain businesses, mainly in the Less-Than-Truckload segment, act as the principal within their revenue arrangements. The affected businesses report transportation revenue gross of associated purchase transportation costs rather than net of such amounts within the consolidated statements of income.

m)Other operating expenses

Other operating expenses consist primarily of third-party commissions, information technology support and software expenses, building expenses (including repairs and maintenance, electricity, janitorial & security services and property taxes).

n)Finance income and finance costs

Finance income comprises interest income on funds invested, dividend income and interest. Interest income is recognized as it accrues in income or loss, using the effective interest method.

Finance costs comprise interest expense on bank indebtedness and long-term debt, unwinding of the discount on provisions and impairment losses recognized on financial assets (other than trade receivables).

Fair value gains or losses on derivative financial instruments and on contingent considerations, and foreign currency gains and losses are reported on a net basis as either finance income or cost.

o)Income taxes

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in income or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable income or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

│14

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable income will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

p)Earnings per share

The Group presents basic and diluted earnings per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the income or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for own shares held, if any. Diluted EPS is determined by adjusting the income or loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for own shares held, for the effects of all dilutive potential common shares, which comprise convertible debentures, warrants, and restricted share units and stock options granted to employees.

q)Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are reviewed regularly by the Group’s chief executive officer (“CEO”) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Group’s headquarters), head office expenses, income tax assets, liabilities and expenses, as well as long-term debt and interest expense thereon.

Sales between the Group’s segments are measured at the exchange amount. Transactions, other than sales, are measured at carrying value. Segment capital expenditure is the total cost incurred during the period to acquire property and equipment, and intangible assets other than goodwill.

r)New standards and interpretations adopted during the year

The following new standards, and amendments to standards and interpretations, are effective for the first time for periods beginning on or after January 1, 2023 and have been applied in preparing these consolidated financial statements

Definition of Accounting Estimates (Amendments to IAS 8)

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

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

International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12)

In May 2023, the International Accounting Standards Board issued International Tax Reform – Pillar Two Model Rules to amend IAS 12. The amendments provide a temporary mandatory exception from the accounting for deferred tax that arises from legislation implementing the GloBE model rules. Entities are effectively prohibited from recognizing or disclosing information about deferred tax assets and liabilities related to top-up tax. This temporary exception applies to annual financial statements ending for periods on or after December 31, 2023 and applies retrospectively.

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

New standards and interpretations not yet adopted

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

│15

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

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

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

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

The Amendments also clarify how a company classifies a liability that includes a counterparty conversion option. The Amendments state that:

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

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

The adoption of the amendments is not expected to have a material impact.

Lease Liability in a Sale and Leaseback

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

The adoption of the amendments is not expected to have a material impact.

4.Segment reporting

The Group operates within the transportation and logistics industry in the United States, Canada and, until August 31, 2022, Mexico in different reportable segments, as described below. The reportable segments are managed independently as they require different technology and capital resources. For each of the operating segments, the Group’s CEO reviews internal management reports. The following summary describes the operations in each of the Group’s reportable segments:

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

│16

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

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

(b)Prior to August 31, 2022, the Truckload reporting segment represented the aggregation of the Canadian Conventional Truckload, U.S. Conventional Truckload, and Specialized Truckload operating segments. The aggregation of the segment was analyzed using management’s judgment in accordance with IFRS 8. The operating segments were determined to be similar, amongst others, with respect to the nature of services offered and the methods used to distribute their services. Additionally, they have similar economic characteristics with respect to long-term expected gross margin, levels of capital invested and market place trends. On August 31,2022, the Group sold CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses, operating primarily in the U.S. Conventional Truckload operating segment. Subsequent to the sale, the remaining business operations in the Group’s U.S. Conventional Truckload operating segment were transferred to the Specialized Truckload operating segment. Because the transfer was amongst operating segments in the same reportable segment and the aggregation criteria continued to be met, there was no impact on the reportable segment results.

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

	Package		Less-
	and		Than-
	Courier		Truckload			Truckload			Logistics		Corporate			Eliminations			Total
2023
Revenue(1)		461,930		2,777,308			1,625,592			1,604,878		-			(52,822	)		6,416,886
Fuel surcharge(1)		121,268		591,259			310,446			92,138		-			(10,830	)		1,104,281
Total revenue(1)		583,198		3,368,567			1,936,038			1,697,016		-			(63,652	)		7,521,167
Operating income (loss)		114,360		310,429			237,393			160,112		(64,659	)		-			757,635
Selected items:
Depreciation and
amortization		25,070		173,684			194,761			47,914		546			-			441,975
Loss on sale of
land and buildings		-		(35	)		(5	)		-		-			-			(40	)
Gain, net of impairment,
on sale of assets held for sale		-		10,546			3,949			226		-			-			14,721
Loss on sale of business		-		-			-			-		(3,011	)		-			(3,011	)
Intangible assets		183,841		194,782			857,666			782,923		89			-			2,019,301
Total assets		359,177		2,329,677			2,004,163			1,140,174		450,429			-			6,283,620
Total liabilities		100,733		778,018			462,812			336,875		2,013,900			(128	)		3,692,210
Additions to property
and equipment		22,136		217,191			115,048			5,561		311			-			360,247
2022
Revenue(1)		498,972		3,243,556			1,986,331			1,689,122		-			(60,917	)		7,357,064
Fuel surcharge(1)		151,872		779,607			464,707			74,158		-			(14,917	)		1,455,427
Total revenue(1)		650,844		4,023,163			2,451,038			1,763,280		-			(75,834	)		8,812,491
Operating income		134,306		470,807			366,868			140,446		33,611			-			1,146,038
Selected items:
Depreciation and
amortization		26,532		152,666			212,430			38,244		721			-			430,593
Gain on sale of
land and buildings		-		-			43			-		-			-			43
Gain, net of impairment,
on sale of assets held for sale		-		55,714			22,197			-		-			-			77,911
Gain on sale of business		-		-			-			-		73,653			-			73,653
Intangible assets		180,119		167,798			775,464			468,547		182			-			1,592,110
Total assets		362,724		2,275,672			1,861,093			731,564		274,777			-			5,505,830
Total liabilities		126,383		836,937			464,962			239,916		1,374,687			(125	)		3,042,760
Additions to property
and equipment		15,097		168,667			165,953			1,150		402			-			351,269

(1) Includes intersegment revenue and intersegment fuel surcharge

│17

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

Geographical information

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

	Package		Less-
	and		Than-
	Courier		Truckload		Truckload		Logistics		Eliminations			Total
2023
Canada		583,198		608,545		1,139,272		271,136		(34,915	)		2,567,236
United States		-		2,760,022		796,766		1,425,880		(28,737	)		4,953,931
Total		583,198		3,368,567		1,936,038		1,697,016		(63,652	)		7,521,167
2022
Canada		650,844		667,506		1,182,198		256,714		(34,202	)		2,723,060
United States		-		3,355,657		1,268,840		1,488,941		(41,632	)		6,071,806
Mexico		-		-		-		17,625		-			17,625
Total		650,844		4,023,163		2,451,038		1,763,280		(75,834	)		8,812,491

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

	As at		As at
	December 31, 2023		December 31, 2022
Property and equipment, right-of-use assets and intangible assets
Canada		2,208,595		1,848,746
United States		2,651,808		2,256,959
		4,860,403		4,105,705

5.Business combinations

a)Business combinations

In line with the Group’s growth strategy, the Group acquired twelve businesses during 2023, of which JHT Holdings, Inc. 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 August 16, 2023, the Group completed the acquisition of JHT Holdings, Inc. ("JHT"), a leading asset light logistics and transportation provider in North America for Class 6-8 truck manufacturers, which includes a joint-venture that is equity-accounted and included in other assets. The purchase price for this business acquisition totaled $309.3 million, which was funded by a mixture of cash on hand and the remaining balance was drawn from the currently existing unsecured revolving credit facility. During the year ended December 31, 2023, the business contributed revenue and net income of $225.3 million and $18.0 million, respectively since the acquisition.

Had the Group acquired JHT on January 1, 2023, as per management’s best estimates, the revenue and net income for this entity would have been $589.5 million and $50.5 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 acquisition occurred on January 1, 2023 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expense based on the effective tax rate of the entity.

During the year ended December 31, 2023, the non-material businesses, in aggregate, contributed revenue and net loss of $178.3 million and $6.3 million respectively since the acquisitions.

Had the Group acquired these non-material businesses on January 1, 2023, as per management’s best estimates, the revenue and net income for these entities would have been $333.2 million and $9.1 million, respectively. In determining these estimated amounts, management assumed that the fair value adjustments that arose on the date of acquisition would have been the same had the acquisitions occurred on January 1, 2023 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expenses based on the effective tax rate of the entities.

During the year ended December 31, 2023, transaction costs of $0.9 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 completed the determination of the fair value of assets acquired and liabilities assumed of the 2023 acquisitions. Information to confirm the fair value of certain assets and liabilities is still to be obtained for these acquisitions. As the Group obtains more information, the allocation will be completed.

│18

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

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		JHT			Others			December 31, 2023
Cash and cash equivalents				5,709			11,873			17,582
Trade and other receivables				38,250			39,650			77,900
Inventoried supplies and prepaid expenses				10,976			5,897			16,873
Property and equipment		9		65,489			174,850			240,339
Right-of-use assets		10		5,385			25,609			30,994
Intangible assets		11		198,659			80,807			279,466
Other assets				23,887			115			24,002
Trade and other payables				(35,221	)		(28,884	)		(64,105	)
Income tax (payable) receivable				(1,682	)		729			(953	)
Provisions		17		(19,919	)		-			(19,919	)
Other non-current liabilities				(444	)		(44	)		(488	)
Long-term debt		14		(4,808	)		-			(4,808	)
Lease liabilities		15		(5,385	)		(25,609	)		(30,994	)
Deferred tax liabilities		18		(55,367	)		(32,375	)		(87,742	)
Total identifiable net assets				225,529			252,618			478,147
Total consideration transferred				309,304			350,451			659,755
Goodwill		11		83,775			97,833			181,608
Cash				309,304			336,979			646,283
Contingent consideration				-			13,472			13,472
Total consideration transferred				309,304			350,451			659,755

The valuation techniques used for measuring the fair value of land and buildings ($49.5 million) and customer relationships ($175.2 million) acquired regarding JHT were as follows:

Assets acquired	Valuation technique	Key inputs
Land and buildings	Market comparison technique and cost technique: The valuation model considers market prices for comparable sites, when available, and considers depreciated replacement cost, which reflects adjustments for physical deterioration, when appropriate.	- Market prices for comparable sites - Average rebuild cost
Customer relationships	Excess earnings method: The valuation model considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets.	- Forecasted revenue attributable to existing customers and relationships - Annual attrition rate - Forecasted operating margin - Discount rate

The fair values measured on the amounts regarding JHT are on a provisional basis, mainly regarding land and buildings and deferred tax liabilities. This is mainly due to pending completion and review of valuations and site visits for the land and buildings and mainly due to the complexity of the information for the provisions. If new information is obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition that implies adjustments to the amounts, the accounting for the acquisition will be revised.

The trade receivables comprise gross amounts due of $80.0 million, of which $2.1 million was expected to be uncollectible at the acquisition date.

Of the goodwill and intangible assets acquired through business combinations in 2023, $18.9 million is deductible for tax purposes.

In line with the Group’s growth strategy, the Group acquired eleven businesses during 2022, which were not considered to be material. These transactions were concluded in order to add density in the Group’s current network and further expand value-added services.

During the year ended December 31, 2022, the non-material businesses, in aggregate, contributed revenue and net income of $100.6 million and $5.9 million respectively since the acquisitions.

Had the Group acquired these non-material businesses on January 1, 2022, as per management’s best estimates, the revenue and net income for these entities would have been $235.7 million and $18.1 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

│19

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

had the acquisitions occurred on January 1, 2022 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expenses based on the effective tax rate.

During the year ended December 31, 2022, transaction costs of $0.1 million were expensed in other operating expenses in the consolidated statements of income in relation to the above-mentioned business acquisitions.

Of the goodwill and intangible assets acquired through business combinations in 2022, $2.9 million was deductible for tax purposes.

The table below presents the determination of the fair value of assets acquired and liabilities assumed of the 2022 acquisitions as at December 31, 2022:

Identifiable assets acquired and liabilities assumed	Note		December 31, 2022
Cash and cash equivalents				863
Trade and other receivables				28,231
Inventoried supplies and prepaid expenses				2,179
Property and equipment		9		70,959
Right-of-use assets		10		28,269
Intangible assets		11		45,740
Other assets				368
Trade and other payables				(10,327	)
Income tax payable				(1,465	)
Provisions		17		(280	)
Lease liabilities		15		(28,269	)
Deferred tax liabilities		18		(13,848	)
Total identifiable net assets				122,420
Total consideration transferred				181,608
Goodwill				59,188
Cash				159,114
Contingent consideration				22,494
Total consideration transferred				181,608

b)Goodwill

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

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

Operating segment	Reportable segment	December 31, 2023		December 31, 2022
Canadian Less-Than-Truckload	Less-Than-Truckload		9,142		-
U.S. Less-Than-Truckload	Less-Than-Truckload		3,376		-
Canadian Truckload	Truckload		16,017		811
Specialized Truckload	Truckload		43,080		35,865
Logistics	Logistics		109,993		22,512
			181,608		59,188

c)Contingent consideration

The contingent consideration for the year ended December 31, 2023 relates to non-material business acquisitions and is recorded in the original determination of the fair value of assets acquired and liabilities assumed. These considerations are contingent on achieving specified earning levels in future periods. The maximum amount payable is $13.5 million in less than one year, and $0.8 million in more than one year.

The contingent consideration for the year ended December 31, 2022 related to non-material business acquisitions and was recorded in the original determination of the fair value of assets acquired and liabilities assumed. This consideration was contingent on achieving specified earning levels in a future period. The maximum amount payable was $22.5 million in less than one year, and

│20

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

$21.0 million was paid prior to December 31, 2022. During the year ended December 31, 2023, no measurement adjustments were made.

The contingent consideration balance at December 31, 2023 is $13.2 million (2022 - $8.8 million) and is presented in other financial liabilities on the consolidated statements of financial position.

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

The 2022 annual consolidated financial statements included details of the Group’s business combinations and set out provisional fair values relating to the consideration paid and net assets acquired of various non-material acquisitions not mentioned previously. 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. Consequently, the fair value of certain assets acquired, and liabilities assumed of the non-material acquisitions in fiscal 2022 have been adjusted and finalized in 2023. No material adjustments were required to the provisional fair values for these prior period’s business combinations

6.Sale of business

On August 31, 2022, CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses were sold to Heartland Express for a net consideration of $553.0 million, which included cash consideration, net working capital adjustments and was net of incremental selling costs of $4.5 million. The businesses operated primarily in the U.S. Conventional Truckload operating segment of the Group’s Truckload reportable segment. The Group kept the Dedicated and U.S. Logistics (non-asset U.S. based logistics services provider) divisions, which continue to be reported in the Truckload reportable segment. TFI also retained pre-closing accident and workers’ compensation claims.
The table below presents the net assets disposed:

	Note		December 31, 2022
Cash and cash equivalents				6,790
Trade and other receivables				77,877
Inventoried supplies and prepaid expenses				7,856
Property and equipment		9		321,123
Right-of-use assets		10		3,203
Intangible assets		11		42,599
Goodwill		11		144,551
Other assets				306
Accumulated other comprehensive income - CTA				2,737
Trade and other payables				(46,776	)
Income tax payable				(564	)
Employee benefits				(1,302	)
Provisions		17		(1,465	)
Lease liabilities		15		(3,129	)
Deferred tax liabilities		18		(74,441	)
Total identifiable net assets				479,365
Total consideration received				553,018
Gain on sale of business				73,653

In fiscal 2023, a loss of $3.0 million was recorded as a loss on sale of business related to an other liabilities adjustment.

The goodwill disposed of was 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	December 31, 2022
U.S. Truckload	Truckload		141,056
Logistics	Logistics		3,495
			144,551

7.Trade and other receivables

	December 31, 2023		December 31, 2022
Trade receivables, net of expected credit loss		846,681		966,428
Other receivables		48,090		64,298
		894,771		1,030,726

The Group’s exposure to credit and currency risks related to trade and other receivables is disclosed in note 26 a) and d).

│21

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

Trade receivables as at December 31, 2023 include $32.4 million of in-transit revenue balances (December 31, 2022 – $48.5 million). Due to the short-term nature of the transportation and logistics services provided by the Group, these services are expected to be completed within the week following the year-end.

8.Additional cash flow information

Net change in non-cash operating working capital

	2023			2022
Trade and other receivables		224,121			(59,105	)
Inventoried supplies		6,533			(1,498	)
Prepaid expenses		(11,648	)		9,924
Trade and other payables		(112,375	)		(96,774	)
		106,631			(147,453	)

9.Property and equipment

			Land and			Rolling
	Note		buildings			stock			Equipment			Total
Cost
Balance at December 31, 2021				1,233,268			1,772,463			200,765			3,206,496
Additions through business combinations		5		2,003			66,240			2,716			70,959
Other additions				46,928			286,277			18,064			351,269
Disposals				(678	)		(122,946	)		(9,370	)		(132,994	)
Sale of business		6		(31,356	)		(452,547	)		(1,817	)		(485,720	)
Reclassification to assets held for sale				(67,203	)		-			-			(67,203	)
Effect of movements in exchange rates				(15,972	)		(47,939	)		(5,570	)		(69,481	)
Balance at December 31, 2022				1,166,990			1,501,548			204,788			2,873,326
Additions through business combinations		5		145,204			91,870			3,265			240,339
Other additions				77,516			265,687			17,044			360,247
Disposals				(398	)		(136,028	)		(529	)		(136,955	)
Reclassification to assets held for sale				(13,325	)		(19,741	)		-			(33,066	)
Reclassification between categories*				-			36,319			(36,319	)		-
Effect of movements in exchange rates				7,990			18,545			4,122			30,657
Balance at December 31, 2023				1,383,977			1,758,200			192,371			3,334,548
Accumulated Depreciation
Balance at December 31, 2021				72,012			577,893			101,450			751,355
Depreciation				21,353			203,431			23,854			248,638
Disposals				(137	)		(56,549	)		(7,191	)		(63,877	)
Sale of business		6		(6,837	)		(157,618	)		(142	)		(164,597	)
Reclassification to assets held for sale				(5,426	)		-			-			(5,426	)
Effect of movements in exchange rates				2,175			(23,885	)		(3,012	)		(24,722	)
Balance at December 31, 2022				83,140			543,272			114,959			741,371
Depreciation				21,841			210,523			17,471			249,835
Disposals				(92	)		(78,584	)		(410	)		(79,086	)
Reclassification to assets held for sale				(1,003	)		(4,947	)		-			(5,950	)
Reclassification between categories*				-			11,089			(11,089	)		-
Effect of movements in exchange rates				1,515			8,879			2,512			12,906
Balance at December 31, 2023				105,401			690,232			123,443			919,076
Net carrying amounts
At December 31, 2022				1,083,850			958,276			89,829			2,131,955
At December 31, 2023				1,278,576			1,067,968			68,928			2,415,472

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

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

Security

As at December 31, 2023, certain rolling stock are pledged as security for conditional sales contracts, with a carrying amount of $89.6 million (December 31, 2022 - $126.4 million) (see note 14).

│22

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

10.Right-of-use assets

			Land and			Rolling
	Note		buildings			stock			Equipment			Total
Cost
Balance at December 31, 2021				510,277			233,710			3,903			747,890
Other additions				62,353			53,906			962			117,221
Additions through business combinations		5		14,217			14,052			-			28,269
Sale of business		6		(238	)		(5,780	)		-			(6,018	)
Derecognition*				(31,475	)		(34,221	)		(977	)		(66,673	)
Effect of movements in exchange rates				(26,343	)		(9,624	)		(91	)		(36,058	)
Balance at December 31, 2022				528,791			252,043			3,797			784,631
Other additions				74,580			79,690			948			155,218
Additions through business combinations		5		15,033			15,961			-			30,994
Derecognition*				(39,674	)		(62,276	)		(971	)		(102,921	)
Effect of movements in exchange rates				9,629			4,940			40			14,609
Balance at December 31, 2023				588,359			290,358			3,814			882,531
Depreciation
Balance at December 31, 2021				257,507			90,092			1,758			349,357
Depreciation				66,036			59,101			1,139			126,276
Sale of business		6		(130	)		(2,685	)		-			(2,815	)
Derecognition*				(22,733	)		(26,783	)		(1,082	)		(50,598	)
Effect of movements in exchange rates				(14,424	)		(4,754	)		(51	)		(19,229	)
Balance at December 31, 2022				286,256			114,971			1,764			402,991
Depreciation				66,877			64,340			895			132,112
Derecognition*				(28,074	)		(56,723	)		(971	)		(85,768	)
Effect of movements in exchange rates				5,456			2,089			21			7,566
Balance at December 31, 2023				330,515			124,677			1,709			456,901
Net carrying amounts
At December 31, 2022				242,535			137,072			2,033			381,640
At December 31, 2023				257,844			165,681			2,105			425,630

* 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.

│23

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

11.Intangible assets

					Other intangible assets
											Non-
					Customer			Trademarks			compete			Information
Note		Goodwill			relationships			and other			agreements			technology			Total
Cost
Balance at December 31, 2021			1,572,291			588,514			88,811			17,948			31,996			2,299,560
Additions through business combinations	5		59,188			38,121			3,846			3,727			46			104,928
Other additions			-			-			-			-			6,120			6,120
Disposals			-			-			(380	)		-			-			(380	)
Sale of business	6		(210,806	)		(33,312	)		(28,589	)		(150	)		(1,075	)		(273,932	)
Extinguishments			-			(61,985	)		(19,058	)		(836	)		(1,321	)		(83,200	)
Effect of movements in exchange rates			(61,328	)		(17,641	)		(1,950	)		(682	)		(644	)		(82,245	)
Balance at December 31, 2022			1,359,345			513,697			42,680			20,007			35,122			1,970,851
Additions through business combinations	5		181,608			244,574			27,127			5,556			2,209			461,074
Other additions			-			-			-			-			2,758			2,758
Extinguishments			-			(7,203	)		(7,820	)		(2,524	)		(1,029	)		(18,576	)
Effect of movements in
exchange rates			21,176			6,127			685			280			245			28,513
Balance at December 31, 2023			1,562,129			757,195			62,672			23,319			39,305			2,444,620
Amortization and impairment losses
Balance at December 31, 2021			147,480			287,578			45,675			7,666			18,240			506,639
Amortization			-			43,538			4,764			3,702			3,675			55,679
Disposals			-			-			(130	)		-			-			(130	)
Sale of business	6		(66,255	)		(16,669	)		(2,996	)		(26	)		(836	)		(86,782	)
Extinguishments			-			(61,985	)		(19,058	)		(836	)		(1,321	)		(83,200	)
Effect of movements in exchange rates			(3,213	)		(8,210	)		(1,205	)		(376	)		(461	)		(13,465	)
Balance at December 31, 2022			78,012			244,252			27,050			10,130			19,297			378,741
Amortization			-			46,629			5,461			4,099			3,839			60,028
Extinguishments			-			(7,203	)		(7,820	)		(2,524	)		(1,029	)		(18,576	)
Effect of movements in exchange rates
exchange rates			1,040			3,150			428			168			340			5,126
Balance at December 31, 2023			79,052			286,828			25,119			11,873			22,447			425,319
Net carrying amounts
At December 31, 2022			1,281,333			269,445			15,630			9,877			15,825			1,592,110
At December 31, 2023			1,483,077			470,367			37,553			11,446			16,858			2,019,301

In 2022, CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses were sold to Heartland Express, including the indefinite-life trademarks. At December 31, 2023 and December 31 2022, there are no material indefinite life intangible assets.

At December 31, 2023 and 2022, the Group performed its annual goodwill impairment tests for operating segments which represent the lowest level within the Group at which the goodwill is monitored for internal management purposes. The aggregate carrying amounts of goodwill allocated to each unit are as follows:

Reportable segment / operating segment	December 31, 2023		December 31, 2022
Package and Courier		182,120		177,941
Less-Than-Truckload
Canadian Less-Than-Truckload		140,402		128,449
U.S. Less-Than-Truckload		3,375		-
Truckload
Canadian Truckload		109,593		87,604
Specialized Truckload*		599,292		546,674
Logistics		448,295		340,665
		1,483,077		1,281,333

* On August 31,2022, TFI International sold CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses, operating primarily in the US-based Conventional TL operating segment. Subsequent to the sale, the remaining businesses operations in TFI International’s US-based Conventional TL operating segment, were transferred to the Specialized TL operating segment.

│24

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

The results as at December 31, 2023 and 2022 determined that the recoverable amounts of the Group’s operating segments exceeded their respective carrying amounts.

The recoverable amounts of the Group’s operating segments were determined using the value in use approach. The value in use methodology is based on discounted future cash flows. Management believes that the discounted future cash flows method is appropriate as it allows more precise valuation of specific future cash flows.

In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rates as follows:

Reportable segment / operating segment	2023			2022
Package and Courier		12.0	%		11.5	%
Less-Than-Truckload
Canadian Less-Than-Truckload		12.0	%		11.5	%
U.S. Less-Than-Truckload		11.4	%	-
Truckload
Canadian Truckload		14.4	%		13.9	%
Specialized Truckload*		13.2	%		12.7	%
Logistics		11.4	%		10.9	%

* On August 31,2022, TFI International sold CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses, operating primarily in the US-based Conventional TL operating segment. Subsequent to the sale, the remaining businesses operations in TFI International’s US-based Conventional TL operating segment, were transferred to the Specialized TL operating segment.

The discount rates were estimated based on past experience, and industry average weighted average cost of capital, which were based on a possible range of debt leveraging of 40.0% (2022 – 40.0%) at a market interest rate of 10.5% (2022 – 9.4%).

First year cash flows were projected based on forecasted cash flows which are based on previous operating results adjusted to reflect current economic conditions. For a further 4-year period, cash flows were extrapolated using an average growth rate of 2.0% (2022 – 2.0%) in revenues and margins were adjusted where deemed appropriate. The terminal value growth rate was 2.0% (2022 – 2.0%). The values assigned to the key assumptions represent management’s assessment of future trends in the transportation industry and were based on both external and internal sources (historical data).

12.Investments

	As at		As at
	December 31, 2023		December 31, 2022
Level 1 investments		31,557		71,979
Level 2 investments		4,339		-
Level 3 investments		14,313		13,985
		50,209		85,964

Level 3 investments were marked to fair value based on the latest financing round as at December 31, 2023.

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

13.Trade and other payables

	As at		As at
	December 31, 2023		December 31, 2022
Trade payables and accrued expenses		450,638		498,777
Personnel accrued expenses		187,522		179,702
Dividend payable		33,776		30,289
		671,936		708,768

The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in note 26.

│25

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

14.Long-term debt

This note provides information about the contractual terms of the Group’s interest-bearing long-term debt, which are measured at amortized cost. For more information about the Group’s exposure to interest rate, foreign exchange currency and liquidity, see note 26.

	As at		As at
	December 31, 2023		December 31, 2022
Non-current liabilities
Unsecured revolving facilities		22,166		-
Unsecured debenture		-		147,233
Unsecured senior notes		1,652,049		1,075,702
Conditional sales contracts		31,278		55,735
Other long-term debt		4,338		-
		1,709,831		1,278,670
Current liabilities
Current portion of unsecured debenture		151,023		-
Current portion of other long-term debt		354		-
Current portion of conditional sales contracts		22,974		37,087
		174,351		37,087

Terms and conditions of outstanding long-term debt are as follows:

							2023				2022
		Currency	Nominal interest rate			Year of maturity	Face value		Carrying amount		Face value		Carrying amount
Unsecured revolving facility	a	CAD	BA + 1.125%			2026		30,400		21,239		-		-
Unsecured revolving facility	a	USD	SOFR + 1.125%			2026		1,000		927		-		-
Unsecured debenture	b	CAD	3.32% - 4.22%			2024		200,000		151,023		200,000		147,233
Unsecured senior notes	c	USD	2.89% - 5.64%			2026- 2038		255,000		254,376		180,000		179,013
Unsecured senior notes	c	USD	3.15% - 3.50%			2029- 2036		500,000		499,100		500,000		497,258
Unsecured senior notes	c	USD	2.87% - 3.55%			2029- 2034		200,000		199,665		200,000		199,644
Unsecured senior notes	c	USD	3.5% - 3.8%			2032- 2037		200,000		199,808		200,000		199,787
Unsecured senior notes	c	USD	6.27%- 7.11%			2028- 2043		500,000		499,100		-		-
Conditional sales contracts	d	Mainly CAD	1.45% - 5.28%			2024-2027		71,847		54,252		125,810		92,822
Other long-term debt		USD		3.04	%	2027		4,692		4,692		-		-
										1,884,182				1,315,757

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

	Note		2023			2022
Balance at beginning of year				1,315,757			1,608,094
Proceeds from long-term debt				575,000			334,164
Business combinations		5		4,808			-
Repayment of long-term debt				(41,371	)		(369,692	)
Net increase (decrease) in revolving facilities				25,242			(236,502	)
Amortization of deferred financing fees				1,337			1,296
Effect of movements in exchange rates				41,322			(97,744	)
Effect of movements in exchange rates - debt
designated as net investment hedge				(37,913	)		76,141
Balance at end of year				1,884,182			1,315,757

a)Unsecured revolving credit facility

On September 2, 2022, the Group extended its credit facility until August 16, 2026. Under the new extension, the CAD availability and USD availability remain unchanged. The adoption of the Interest Rate Benchmark Reform - Phase 2 did not have a material impact on the Group’s consolidated financial statements as the only debt balances that were subject to LIBOR reform was the USD portion of unsecured revolver. The revolver agreement indicated that SOFR would be the main replacement for LIBOR in the United States. Effective as of September 2, 2022, the interest rate was the sum of the adjusted term secured overnight financing rate published by the Federal Reserve Bank of New York (“SOFR”) plus an applicable margin, which can vary between 113 and 175 basis points based on certain ratios. The change in interest rate did not have a material impact on the Group’s financial statements. Deferred financing fees of $0.8 million were recognized on the extension.

│26

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

The Canadian interest rate benchmark reform - cessation of CDOR is not expected to have a material impact on the Group's financial statements. As at December 31, 2023, the only debt balances subject to the CDOR reform are the CAD portion of unsecured revolver with a drawn amount of $24.0 million at year-end. The CDOR tenor will cease to exist no later than June 28, 2024. As at December 31, 2023, the Group has no interest rate swaps that hedge variable interest debt.

The revolving credit facility is unsecured and can be extended annually. The Group’s revolving facilities have a total size of $951.4 million (December 31, 2022 - $929.6 million). The agreement provides an additional $190.0 million of credit availability (CAD $245 million and USD $5 million). The additional credit is available under certain conditions under the Group’s syndicated revolving credit agreement. As of December 31, 2023, the credit facility’s interest rate on CAD denominated debt was 6.58% (2022 – 4.49%) and on USD denominated debt was 6.60% (2022 – 4.30%).

The debt issuances described above are subject to certain covenants regarding the maintenance of financial ratios. The Group was in compliance with these covenants at year-end (see note 26(f)).

b)Unsecured debenture

The unsecured debenture is maturing in December 2024 and is carrying an interest rate between 3.32% and 4.22% (2022 – 3.32% to 4.22%) depending on certain ratios. As of December 31, 2023, the debenture’s effective rate was 3.32% (2022 – 3.32%). The debenture may be repaid, without penalty, after December 20, 2022, subject to the approval of the Group’s syndicate of bank lenders.

c)Unsecured senior notes

This loan takes the form of senior notes each carrying an interest rate and maturity date as detailed in the table above. These notes may be prepaid at any time prior to maturity date, in part or in total, at 100% of the principal amount and the make-whole amount determined at the prepayment date with respect to such principal amount.

On October 13, 2023, the Company received $500 million in proceeds from the issuance of new debts taking the form of unsecured senior notes consisting of five tranches, with terms from 5 to 20 years and bearing fixed interest rates between 6.27% and 7.11%. Deferred financing fees of $1.2 million were recognized as a result of the transaction.

On August 21, 2023, the Company received $75 million in proceeds from the issuance of new debts taking the form of unsecured senior notes consisting of two tranches, $50 million and $25 million, maturing on August 19, 2035 and 2038, bearing fixed interest rates of 5.56% and 5.64%, respectively. Deferred financing fees of $0.1 million were recognized as a result of the transaction.

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

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

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

The debt issuances described above are subject to certain covenants regarding the maintenance of financial ratios. The Group was in compliance with these covenants at year-end (see note 26(f)).

d)Conditional sales contracts

Conditional sales contracts are secured by rolling stock having a carrying value of $89.6 million (December 31, 2022 - $126.4 million,) (see note 9).

│27

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

e)Principal installments of long-term debt payable during the subsequent years are as follows:

	Less than		1 to 5		More than
	1 year		years		5 years		Total
Unsecured revolving facilities		-		23,906		-		23,906
Unsecured debenture		151,023		-		-		151,023
Unsecured senior notes		-		150,000		1,505,000		1,655,000
Conditional sales contracts		22,974		31,279		-		54,253
Other long-term debt		354		4,338		-		4,692
		174,351		209,523		1,505,000		1,888,874

15.Lease liabilities

	As at		As at
	December 31, 2023		December 31, 2022
Current portion of lease liabilities		127,397		115,934
Long-term portion of lease liabilities		332,761		297,105
		460,158		413,039

The table below summarizes changes to the lease liabilities:

		2023			2022
Balance at beginning of year			413,039			429,206
Business combinations	5		30,994			28,269
Sale of business	6		-			(3,129	)
Additions			155,218			117,221
Derecognition*			(18,635	)		(16,285	)
Repayment			(128,107	)		(123,606	)
Effect of movements in exchange rates			7,649			(18,637	)
Balance at end of year			460,158			413,039

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

The incremental borrowing rate used on average for 2023 is 5.44% (2022 – 4.01%).

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 $7.9 million (2022 – $9.9 million) related to extension options that the Group is reasonably certain to exercise.

The Group has estimated that the potential future lease payments, should it exercise the remaining extension options, would result in an increase in lease liabilities of $375.0 million (2022 - $377.7 million).

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

Variable lease payments

Some leases contain variable lease payments which are not included in the measurement of the lease liability. These payments include, amongst others, common area maintenance fees, municipal taxes and vehicle maintenance fees. The expense related to variable lease payments for the year ended December 31, 2023 was $21.9 million (2022 - $20.6 million).

Sub-leases

The Group sub-leases some of its properties. Income from sub-leasing right-of-use assets for the year ended December 31, 2023 was $15.7 million (2022 - $15.2 million), presented in “Other operating expenses”.

Contractual cash flows

│28

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

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

	As at
	December 31, 2023
Less than 1 year		145,542
Between 1 and 5 years		295,989
More than 5 years		78,016
		519,547

For the year ended December 31, 2023, operating lease expenses of $36.8 million (2022 – $45.6 million) were recognized in the consolidated statement of income for leases that either did not meet the definition of a lease under IFRS 16, or were excluded based on practical expedients applied.

16.Employee benefits

TFI International pension plans

The Group sponsors defined benefit pension plans for 1 of its employees (2022 – 99).

These plans are all within Canada and include one unregistered plan. The last pension benefits were paid in 2023 for all the defined benefit pension plans but one. The defined benefit plans are no longer offered to employees. Therefore, the future obligation will only vary by actuarial re-measurements.

The Group measures its accrued benefit obligations and the fair value of plan assets for accounting purposes as at December 31 of each year. The most recent actuarial valuation of the pension plans for funding purposes was as of December 31, 2022 and the next required valuation will be as of December 31, 2023.

TForce Freight pension plans

Pursuant to the terms of the purchase agreement for TForce Freight, the Group has recognized defined benefit pension plans for certain participants of the UPS Pension plans. The pension plans have ongoing benefit accruals and new employees that are eligible to participate in the plans once they satisfy the participation requirements. The pension plans include 6,895 active participants (2022 - 8,787).

The plans do not have recurring contributions for employees. These plans are still required to fund past service costs and are fully funded by the Group. The Group measures its accrued benefit obligations and the fair value of plan assets for accounting purposes as at December 31 of each year. The most recent actuarial valuation of the pension plans for funding purposes was as of December 31, 2022 and the next required valuation will be as of December 31, 2023.

Information in the tables that follow pertains to all of the Group’s defined benefit pension plans.

	December 31, 2023									December 31, 2022
	TFI			TForce						TFI			TForce
	International			Freight						International			Freight
	pension			pension						pension			pension
	plans			plans			Total			plans			plans			Total
Defined benefit obligation		13,999			212,373			226,372			20,189			144,110			164,299
Fair value of plan assets		(200	)		(172,941	)		(173,141	)		(10,214	)		(158,444	)		(168,658	)
Net defined benefit liability (asset)		13,799			39,432			53,231			9,975			(14,334	)		(4,359	)

Plan assets comprise:

	December 31, 2023			December 31, 2022
TFI International pension plans
Equity securities		14	%		7	%
Debt securities		0	%		91	%
Other		86	%		2	%
TForce Freight pension plans
Equity securities		95	%		95	%
Debt securities		5	%		5	%

All equity and debt securities have quoted prices in active markets. Debt securities are held through mutual funds and primarily hold investments with ratings of AAA, AA or A, based on Moody’s ratings.

│29

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

Movement in the present value of the accrued benefit obligation for defined benefit plans:

	December 31, 2023									December 31, 2022
	TFI			TForce						TFI			TForce
	International			Freight						International			Freight
	pension			pension						pension			pension
	plans			plans			Total			plans			plans			Total
Defined benefit obligation,
beginning of year		20,189			144,110			164,299			27,127			133,653			160,780
Current service cost		382			58,155			58,537			539			115,967			116,506
Interest cost		787			7,342			8,129			730			3,522			4,252
Benefits paid		(10,139	)		(3,832	)		(13,971	)		(985	)		(1,283	)		(2,268	)
Remeasurement loss (gain) arising from:
- Demographic		-			1,017			1,017			-			(12,200	)		(12,200	)
- Financial assumptions		566			7,303			7,869			(4,880	)		(83,707	)		(88,587	)
- Experience		1,849			(1,760	)		89			(489	)		(11,463	)		(11,952	)
Settlement		28			29			57			-			82			82
Effect of movements in exchange rates		337			9			346			(1,853	)		(461	)		(2,314	)
Defined benefit obligation, end of year		13,999			212,373			226,372			20,189			144,110			164,299

Movement in the fair value of plan assets for defined benefit plans:

	December 31, 2023									December 31, 2022
	TFI			TForce						TFI			TForce
	International			Freight						International			Freight
	pension			pension						pension			pension
	plans			plans			Total			plans			plans			Total
Fair value of plan assets,
beginning of year		10,214			158,444			168,658			13,437			80,466			93,903
Interest income		250			8,124			8,374			348			3,746			4,094
Employer contributions		37			-			37			457			103,099			103,556
Benefits paid		(10,139	)		(3,832	)		(13,971	)		(985	)		(1,283	)		(2,268	)
Fair value remeasurement		(165	)		11,816			11,651			(2,066	)		(25,407	)		(27,473	)
Plan administration expenses		(44	)		(1,623	)		(1,667	)		(59	)		(1,735	)		(1,794	)
Effect of movements in exchange rates		47			12			59			(918	)		(442	)		(1,360	)
Fair value of plan assets, end of year		200			172,941			173,141			10,214			158,444			168,658

Expense recognized in income or loss:

	December 31, 2023								December 31, 2022
	TFI		TForce						TFI			TForce
	International		Freight						International			Freight
	pension		pension						pension			pension
	plans		plans			Total			plans			plans			Total
Current service cost		382		58,155			58,537			539			115,967			116,506
Net interest cost		537		(782	)		(245	)		382			(224	)		158
Plan administration expenses		44		1,623			1,667			59			1,735			1,794
Net settlement		28		29			57			-			82			82
Pension expense		991		59,025			60,016			980			117,560			118,540
Actual return on plan assets		85		19,940			20,025			(1,718	)		(21,661	)		(23,379	)

Actuarial losses recognized in other comprehensive income:

	December 31, 2023								December 31, 2022
	TFI		TForce						TFI			TForce
	International		Freight						International			Freight
	pension		pension						pension			pension
	plans		plans			Total			plans			plans			Total
Amount accumulated in retained		8,871		(75,238	)		(66,367	)		12,174			6,643			18,817
earnings, beginning of year
Recognized during the year		2,580		(5,256	)		(2,676	)		(3,303	)		(81,881	)		(85,184	)
Amount accumulated in retained
earnings, end of year		11,451		(80,494	)		(69,043	)		8,871			(75,238	)		(66,367	)
Recognized during the year, net of tax		1,902		(3,918	)		(2,016	)		(2,435	)		(61,073	)		(63,508	)

│30

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

The significant actuarial assumptions used (expressed as weighted average):

	December 31, 2023						December 31, 2022
	TFI			TForce			TFI			TForce
	International			Freight			International			Freight
	pension			pension			pension			pension
	plans			plans			plans			plans
Defined benefit obligation:
Discount rate at		4.8	%		5.0	%		5.0	%		5.2	%
Future salary increases		3.0	%		2.0	%		1.6	%		2.0	%
Employee benefit expense:
Discount rate at		5.0	%		5.0	%		2.4	%		5.2	%
Rate of return on plan assets at		5.0	%		5.0	%		2.4	%		5.2	%
Future salary increases		3.0	%		2.0	%		3.0	%		2.0	%

Assumptions regarding future mortality are based on published statistics and mortality tables. The current longevities underlying the value of the liabilities in the defined benefit plans are as follows:

	December 31, 2023				December 31, 2022
	TFI		TForce		TFI		TForce
	International		Freight		International		Freight
	pension		pension		pension		pension
	plans		plans		plans		plans
Longevity at age 65 for current pensioners
Males		22.3		19.1		22.7		19.0
Females		25.0		22.0		24.9		21.4
Longevity at age 65 for current members aged 45
Males		23.8		20.6		23.6		20.6
Females		26.3		23.4		25.8		22.9

At December 31, 2023 the weighted average duration of the defined benefit obligation was:

TFI International pension plans	9.5
TForce Freight pension plans	17.6

The following table presents the impact of changes of major assumptions on the defined benefit obligation for the years ended:

	2023					2022
	Increase			Decrease		Increase			Decrease
Discount rate (1% movement)		(34,520	)		44,102		(25,536	)		32,517

Historical information:

	2023			2022			2021			2020			2019
Defined benefit obligation		226,372			164,299			160,780			35,529			31,449
Fair value of plan assets		(173,141	)		(168,658	)		(93,903	)		(21,147	)		(18,108	)
Deficit (surplus) in the plan		53,231			(4,359	)		66,877			14,382			13,341
Experience adjustments arising on plan obligations		8,975			(112,739	)		5,823			3,220			2,116
Experience adjustments arising on plan assets		11,651			(27,473	)		310			1,129			467

The Group expects contributions of $20.0 million to be paid to its defined benefit plans in 2024.

Contributions to multi-employer plans

Pursuant to the terms of the purchase agreement for JHT, the Group participates in, under collective bargaining agreements, three multi-employer benefit plans named :

•Central States, Southeast and Soutwest Areas Pension Plan

•IAM National Pension Fund

•Western Congerence of Teamsters Pension Plan

The Groups contribution under the plans were expensed as incurred and totaled $3.5 million in 2023.

│31

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

17.Provisions

	Note		Self-insurance			Other			Total
Balance at December 31, 2021				69,467			77,690			147,157
Additions through business combinations		5		-			280			280
Provisions made during the year				126,439			15,372			141,811
Provisions used during the year				(80,040	)		(13,470	)		(93,510	)
Provisions reversed during the year				(13,236	)		(306	)		(13,542	)
Unwind of discount on long-term provisions				(4,153	)		-			(4,153	)
Sale of business		6		(1,465	)		-			(1,465	)
Effect of movements in exchange rates				(761	)		(178	)		(939	)
Balance at December 31, 2022				96,251			79,388			175,639
Additions through business combinations		5		16,364			3,555			19,919
Provisions made during the year				159,276			12,937			172,213
Provisions used during the year				(129,089	)		(52,637	)		(181,726	)
Provisions reversed during the year				(16,705	)		(7,080	)		(23,785	)
Unwind of discount on long-term provisions				(2,666	)		-			(2,666	)
Effect of movements in exchange rates				214			92			306
Balance at December 31, 2023				123,645			36,255			159,900
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
As at December 31, 2022
Current provisions				33,918			9,985			43,903
Non-current provisions				62,333			69,403			131,736
				96,251			79,388			175,639

Self-insurance provisions represent the uninsured portion of outstanding claims at year-end. The current portion reflects the amount expected to be paid in the following year. Due to the long-term nature of the liability, the provision has been calculated using a discount rate of 3.84% (2022 – 3.99%). Other provisions include mainly litigation provisions of $16.6 million (2022 - $42.3 million) and environmental remediation liabilities of $9.7 million (2022 - $23.4 million). Litigation provisions contain various pending claims for which management used judgement and assumptions about future events. The outcomes will depend on future claim developments.

18.Deferred tax assets and liabilities

	December 31, 2023			December 31, 2022
Property and equipment		(382,208	)		(360,111	)
Intangible assets		(127,547	)		(72,032	)
Right-of-use assets		8,600			7,497
Employee benefits		26,510			23,111
Provisions		51,458			53,818
Tax losses		10,054			5,686
Other		506			892
Net deferred tax liabilities		(412,627	)		(341,139	)
Presented as:
Deferred tax assets		20,615			27,047
Deferred tax liabilities		(433,242	)		(368,186	)

│32

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

Movement in temporary differences during the year:

	Balance			Recognized			Recognized			Disposal			Acquired			Balance
	December 31,			in income			directly			of			in business			December 31,
	2022			or loss			in equity			business			combinations			2023
Property and equipment		(360,111	)		8,637			(3,233	)		-			(27,501	)		(382,208	)
Intangible assets		(72,032	)		10,870			(798	)		-			(65,587	)		(127,547	)
Long-term debt		7,497			660			443			-			-			8,600
Employee benefits		23,111			5,119			(1,720	)		-			-			26,510
Provisions		53,818			(5,399	)		(2,303	)		-			5,342			51,458
Tax losses		5,686			2,953			1,411			-			4			10,054
Other		892			(396	)		10			-			-			506
Net deferred tax liabilities		(341,139	)		22,444			(6,190	)		-			(87,742	)		(412,627	)
	Balance			Recognized			Recognized			Disposal			Acquired			Balance
	December 31,			in income			directly			of			in business			December 31,
	2021			or loss			in equity			business			combinations			2022
Property and equipment		(432,334	)		1,397			7,194			67,442			(3,810	)		(360,111	)
Intangible assets		(78,888	)		8,231			1,956			8,490			(11,821	)		(72,032	)
Long-term debt		8,025			(31	)		(497	)		-			-			7,497
Employee benefits		43,821			6,711			(27,421	)		-			-			23,111
Provisions		57,961			(4,466	)		406			(1,490	)		1,407			53,818
Tax losses		10,272			(4,058	)		(545	)		-			17			5,686
Other		(2,917	)		696			2,755			-			358			892
Net deferred tax liabilities		(394,060	)		8,480			(16,152	)		74,441			(13,848	)		(341,139	)

19.Share capital and other components of equity

The Company is authorized to issue an unlimited number of common shares and preferred shares, issuable in series. Both common and preferred shares are without par value. All issued shares are fully paid.

The common shares entitle the holders thereof to one vote per share. The holders of the common shares are entitled to receive dividends as declared from time to time. Subject to the rights, privileges, restrictions and conditions attached to any other class of shares of the Company, the holders of the common shares are entitled to receive the remaining property of the Company upon its dissolution, liquidation or winding-up.

The following table summarizes the number of common shares issued:

(in number of shares)	Note		2023			2022
Balance, beginning of year				86,539,559			92,152,893
Repurchase and cancellation of own shares				(2,609,900	)		(6,368,322	)
Stock options exercised		21		512,074			754,988
Balance, end of period				84,441,733			86,539,559

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

	2023			2022
Balance, beginning of year		1,089,229			1,133,181
Repurchase and cancellation of own shares		(28,303	)		(68,536	)
Cash consideration of stock options exercised		12,777			16,502
Ascribed value credited to share capital on stock options exercised, net of tax		4,402			6,298
Issuance of shares on settlement of RSUs and PSUs, net of tax		29,185			1,784
Balance, end of year		1,107,290			1,089,229

Pursuant to the normal course issuer bid (“NCIB”) which began on November 2, 2023 and ends 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 December 31, 2023, and since the inception of this NCIB, the Company has repurchased and cancelled 785,140 shares.

During 2023, the Company repurchased 2,609,900 common shares at a weighted average price of $110.36 per share for a total purchase price of $288.0 million relating to the current and prior NCIB. During 2022, the Company repurchased 6,368,322 common shares at a

│33

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

weighted average price of $89.19 per share for a total purchase price of $568.0 million relating to a previous NCIB. The excess of the purchase price paid over the carrying value of the shares repurchased in the amount of $259.7 million (2022 – $499.4 million) was charged to retained earnings as share repurchase premium.

Dividends

In 2023, the Company declared quarterly dividends amounting to a total of $1.45 per outstanding common share when the dividend was declared (2022 – $1.16) for a total of $124.3 million (2022 - $102.6 million). On February 15, 2024, the Board of Directors approved a quarterly dividend of $0.40 per outstanding common share of the Company’s capital, for an expected aggregate payment of $33.8 million to be paid on April 15, 2024 to shareholders of record at the close of business on March 29, 2024.

20.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)	2023			2022
Net income		504,877			823,232
Issued common shares, beginning of period		86,539,559			92,152,893
Effect of stock options exercised		340,802			314,112
Effect of repurchase of own shares		(972,615	)		(3,107,423	)
Weighted average number of common shares		85,907,746			89,359,582
Earnings per share – basic (in dollars)		5.88			9.21

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)	2023		2022
Net income		504,877		823,232
Weighted average number of common shares		85,907,746		89,359,582
Dilutive effect:
Stock options, restricted share units
and performance share units		1,147,023		1,898,097
Weighted average number of diluted common shares		87,054,769		91,257,679
Earnings per share - diluted (in dollars)		5.80		9.02

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

21.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:

│34

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

(in thousands of options and in dollars)				2023					2022
				Weighted					Weighted
	Number			average		Number			average
	of			exercise		of			exercise
	options			price		options			price
Balance, beginning of year		1,302			27.89		2,061			25.70
Exercised		(512	)		25.92		(755	)		21.84
Forfeited		-			-		(4	)		40.41
Balance, end of year		790			29.17		1,302			27.89
Options exercisable, end of year		790			29.17		1,273			27.60

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

(in thousands of options and in dollars)		Options outstanding and exercisable
				Weighted
				average
		Number		remaining
		of		contractual life
Exercise prices		options		(in years)
	26.82		13		0.1
	23.70		233		1.1
	30.71		496		2.2
	40.41		48		3.6
			790		1.9

Of the options outstanding at December 31, 2023, a total of 726,572 (2022 – 1,106,883) are held by key management personnel.

The weighted average share price at the date of exercise for stock options exercised in 2023 was $123.72 (2022 – $99.32).

In 2023, the Group recognized a compensation expense of $0.2 million (2022 - $0.4 million) with a corresponding increase to contributed surplus.

No stock options were granted during 2023 and 2022 under the Company’s stock option plan.

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

Quarterly cash amounts are paid to the board members on the second Thursday following each quarter. In addition, an equity portion of compensation is awarded, comprised of restricted share units granted annually effective on the date of each Annual Meeting, with a vesting period of one year.

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

The following table provides the number of DSUs related to this plan:

(in units)	2023			2022
Balance, beginning of year		310,128			306,554
Paid		(313,312	)		-
Forfeited		(170	)		-
Dividends paid in units		3,354			3,574
Balance, end of year		-			310,128

In 2023, the Group recognized, as a result of the cash-settled director compensation plan, a compensation expense of $1.1 million (2022 - $1.2 million).

In personnel expenses, the Group recognized a mark-to-market loss on DSUs of $4.5 million (2022 – gain of $1.3 million).

As at December 31, 2023, the total carrying amount of liabilities for cash-settled arrangements recorded in trade and other payables is $2.9 million (2022 - $31.0 million) following the settlement of all outstanding DSUs in 2023 for a total cash settlement of $35.8 million, of which $2.9 million is payable at the end of 2024.

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 performance share units (“PSUs”) and of restricted share units (‘’RSUs’’). The PSUs are subject

│35

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

to both performance and time cliff vesting conditions on the third anniversary of the award whereas the RSUs are only subject to a time cliff vesting condition on the third anniversary of the award. The performance conditions attached to the PSUs are equally weighted between absolute earnings before interest and income tax and relative total shareholder return (“TSR”). For purposes of the relative TSR portion, there are two equally weighted comparisons: the first portion is compared against the TSR of a group of transportation industry peers and the second portion is compared against the S&P/TSX60 index.

Restricted share units

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

On 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.

On February 7, 2022, the Company granted a total of 63,404 RSUs under the Company’s equity incentive plan of which 39,750 were granted to key management personnel. The fair value of the RSUs is determined to be the share price fair value at the date of the grant and is recognized as a share-based compensation expense, through contributed surplus, over the vesting period. The fair value of the RSUs granted was $98.27 per unit.

On April 28, 2022, the Company granted a total of 10,815 RSUs under the Company’s equity incentive plan of which 10,815 were granted to the directors of the Company under the new 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 $83.28 per unit.

The table below summarizes changes to the outstanding RSUs:

(in thousands of RSUs and in dollars)				2023					2022
				Weighted					Weighted
	Number			average		Number			average
	of			grant date		of			grant date
	RSUs			fair value		RSUs			fair value
Balance, beginning of year		272			58.33		272			54.27
Granted		63			115.81		74			96.04
Reinvested		4			74.69		3			60.68
Settled		(145	)		36.87		(49	)		93.80
Settled on sale of business		-			-		(15	)		44.19
Forfeited		(2	)		69.92		(13	)		71.13
Balance, end of year		192			93.62		272			58.33

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

(in thousands of RSUs and in dollars)		RSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		RSUs		(in years)
	70.59		71		0.1
	117.85		8		0.3
	98.27		58		1.1
	115.51		55		2.1
			192		1.0

The weighted average share price at the date of settlement of the other RSUs vested in 2023 was $115.13 (2022 – $83.28). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded RSUs, in the amount of $18.3 million (2022 – $1.2 million), was charged to retained earnings as share repurchase premium.

On August 31, 2022, due to the sale of CFI’s truckload, Temp Control and Mexican non-asset logistics businesses, a total of 22,876 RSUs were cancelled (14,630 RSUs settled and 8,246 RSUs forfeited), and the employees were compensated based on the plan terms,

│36

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

which required unvested awards to be forfeited and vested awards to be paid out in cash equal to the fair value of the shares. The weighted average share price at the date of settlement of RSUs was $104.28. The Group expensed the total initial grant date fair value of the settled RSUs and the excess of the price paid over the carrying value of shares, in the amount of $0.8 million, was accounted for as repurchase of an equity interest and charged to retained earnings.

In 2023, the Group recognized, as a result of RSUs, a compensation expense of $6.0 million (2022 - $6.9 million) with a corresponding increase to contributed surplus.

Of the RSUs outstanding at December 31, 2023, a total of 116,368 (2022 – 171,790) are held by key management personnel.

Performance share units

On February 6, 2023, the Company granted a total of 55,400 PSUs under the Company’s equity incentive plan of which 38,275 were granted to key management personnel. The fair value of the PSUs is determined using a Monte Carlo simulation model for the TSR portion and using management’s estimates for the absolute earnings before interest and income tax portion. The estimates related to the absolute earnings before interest and income tax portion are revised during the vesting period and the cumulative amount recognized at each reporting date is based on the number of equity instruments for which service and non-market performance conditions are expected to be satisfied. The share-based compensation expense is recognized, through contributed surplus, over the vesting period. The fair value of the PSUs granted was $135.15 per unit as at grant date and $135.15 per unit as at December 31, 2023.

On February 7, 2022, the Company granted a total of 63,404 PSUs under the Company’s equity incentive plan of which 39,750 were granted to key management personnel. The fair value of the PSUs is determined using a Monte Carlo simulation model for the TSR portion and using management’s estimates for the absolute earnings before interest and income tax portion. The estimates related to the absolute earnings before interest and income tax portion are revised during the vesting period and the cumulative amount recognized at each reporting date is based on the number of equity instruments for which service and non-market performance conditions are expected to be satisfied. The share-based compensation expense is recognized, through contributed surplus, over the vesting period. The fair value of the PSUs granted was $100.43 per unit as at grant date and $120.08 per unit as at December 31, 2023.

The table below summarizes changes to the outstanding PSUs:

(in thousands of PSUs and in dollars)				2023					2022
				Weighted					Weighted
	Number			average		Number			average
	of			grant date		of			grant date
	PSUs			fair value		PSUs			fair value
Balance, beginning of year		261			62.87		226			52.25
Granted		55			135.15		63			100.43
Reinvested		4			84.93		3			62.94
Settled		(267	)		32.70		(6	)		47.77
Added due to performance conditions		134			32.93		22			50.87
Settled on sale of business		-			-		(28	)		46.85
Forfeited		(3	)		109.61		(19	)		75.59
Balance, end of year		184			106.17		261			62.87

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

(in thousands of PSUs and in dollars)		PSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		PSUs		(in years)
	89.64		71		0.1
	100.43		58		1.1
	135.15		55		2.1
			184		1.0

The weighted average share price at the date of settlement of the other PSUs vested in 2023 was $115.13 (2022 – $104.53). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded PSUs, in the amount of $36.6 million, was charged to retained earnings as share repurchase premium (2022 – $1.8 million).

On August 31, 2022, due to the sale of CFI’s truckload, Temp Control and Mexican non-asset logistics businesses, a total of 41,380 PSUs, including 18,504 PSUs added for performance conditions met as per PSU plan terms, were cancelled (28,442 PSUs settled and

│37

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

12,938 PSUs forfeited), and the employees were compensated based on the plan terms, which require unvested awards to be forfeited and vested awards to be paid out in cash equal to the fair value of the shares. The weighted average share price at the date of settlement of PSUs was $104.28. The Group expensed the total fair value of the settled PSUs and the excess of the price paid over the carrying value of shares, in the amount of $0.8 million, was accounted for as repurchase of an equity interest and charged to retained earnings.

In 2023, the Group recognized, as a result of PSUs, a compensation expense of $7.3 million (2022 - $7.3 million) with a corresponding increase to contributed surplus.

Of the PSUs outstanding at December 31, 2023, a total of 116,368 (2022 – 171,790) are held by key management personnel.

22.Materials and services expenses

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

	2023		2022
Independent contractors		2,805,924		3,394,544
Vehicle operation expenses		999,922		1,197,647
		3,805,846		4,592,191

23.Personnel expenses

	Note		2023		2022
Short-term employee benefits				2,007,954		2,216,769
Contributions to defined contribution plans				8,399		9,570
Current and past service costs related to defined benefit plans		16		58,537		116,506
Termination benefits				16,743		6,688
Equity-settled share-based payment transactions		21		13,451		14,648
Cash-settled share-based payment transactions		21		4,538		(1,325	)
				2,109,622		2,362,856

24.Finance income and finance costs

Recognized in income or loss:

Costs (income)	2023			2022
Interest expense on long-term debt and amortization of deferred financing fees		59,432			52,230
Interest expense on lease liabilities		16,042			13,264
Interest income		(8,121	)		(1,750	)
Net change in fair value and accretion expense of contingent considerations		165			216
Net foreign exchange (gain) loss		(491	)		556
Other financial expenses		13,844			15,881
Net finance costs		80,871			80,397
Presented as:
Finance income		(8,612	)		(1,750	)
Finance costs		89,483			82,147

25.Income tax expense

Income tax recognized in income or loss:

	2023			2022
Current tax expense
Current period		192,388			263,877
Adjustment for prior years		1,943			(12,988	)
		194,331			250,889
Deferred tax expense (recovery)
Origination and reversal of temporary differences		(20,102	)		(19,834	)
Variation in tax rate		1,551			(242	)
Adjustment for prior years		(3,893	)		11,596
		(22,444	)		(8,480	)
Income tax expense		171,887			242,409

│38

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

Income tax recognized in other comprehensive income:

	2023									2022
				Tax									Tax
	Before			(benefit)			Net of			Before			(benefit)			Net of
	tax			expense			tax			Tax			expense			tax
Foreign currency translation differences		(881	)		-			(881	)		(10,148	)		-			(10,148	)
Defined benefit plan remeasurement gains (losses)		2,676			660			2,016			85,184			21,676			63,508
Employee benefit		-			-			-			304			12			292
Gain (loss) on net investment hedge		37,913			(1,792	)		39,705			(76,141	)		(4,095	)		(72,046	)
Change in fair value of investment in equity securities		8,383			1,102			7,281			(6,573	)		(1,078	)		(5,495	)
		48,091			(30	)		48,121			(7,374	)		16,515			(23,889	)

Reconciliation of effective tax rate:

			2023					2022
Income before income tax				676,764					1,065,641
Income tax using the Company’s
statutory tax rate	26.5	%		179,342		26.5	%		282,395
Increase (decrease) resulting from:
Rate differential between jurisdictions	0.1	%		548		-0.2	%		(2,206	)
Variation in tax rate	0.2	%		1,551		0.0	%		(242	)
Non deductible expenses	0.3	%		2,005		0.3	%		3,105
Tax deductions and tax
exempt income*	-2.2	%		(14,909	)	-3.8	%		(40,172	)
Adjustment for prior periods	-0.3	%		(1,950	)	-0.1	%		(1,392	)
Multi-jurisdiction tax	0.8	%		5,300		0.1	%		921
	25.4	%		171,887		22.7	%		242,409

* Tax deductions and tax exempt income for 2022 is mainly due to the gain on sale of business recorded on the sale of CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses resulting in no taxes.

26.Financial instruments and financial risk management

Risks

In the normal course of its operations and through its financial assets and liabilities, the Group is exposed to the following risks:

•credit risk

•liquidity risk

•market risk.

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives and processes for managing risk, and the Group’s management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.

Risk management framework

The Group’s management identifies and analyzes the risks faced by the Group, sets appropriate risk limits and controls, and monitors risks and adherence to limits. Risk management is reviewed regularly to reflect changes in market conditions and the Group’s activities.

The Board of Directors has overall responsibility of the Group’s risk management framework. The Board of Directors monitors the Group’s risks through its audit committee. The audit committee reports regularly to the Board of Directors on its activities.

The Group’s audit committee oversees how management monitors and manages the Group’s risks and is assisted in its oversight role by the Group’s internal audit. Internal audit undertakes both regular and ad hoc reviews of risk, the results of which are reported to the audit committee.

│39

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

a)Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligation, and arises principally from the Group’s trade receivables. The Group grants credit to its customers in the ordinary course of business. Management believes that the credit risk of trade receivables is limited due to the following reasons:

•There is a broad base of customers with dispersion across different market segments;

•No single customer accounts for more than 5% of the Group’s revenue;

•Approximately 89.9% (2022 – 85.3%) of the Group’s trade receivables are not past due or 30 days or less past due;

•Bad debt expense has been less than 0.3% of consolidated revenues for the last 2 years.

Exposure to credit risk

The Group’s maximum credit exposure corresponds to the carrying amount of the financial assets. The maximum exposure to credit risk at the reporting date was:

	December 31, 2023		December 31, 2022
Trade and other receivables		894,771		1,030,726

Impairment losses

The aging of trade and other receivables at the reporting date was:

			Allowance				Allowance
			for expected				for expected
	Total		credit loss		Total		credit loss
	2023		2023		2022		2022
Not past due		619,888		1,817		696,357		1,124
Past due 1 – 30 days		159,928		2,909		184,907		2,904
Past due 31 – 60 days		47,529		8,727		83,676		8,712
Past due more than 60 days		96,932		16,053		94,824		16,298
		924,277		29,506		1,059,764		29,038

The movement in the allowance for expected credit loss in respect of trade and other receivables during the year was as follows:

	2023			2022
Balance, beginning of year		29,038			27,317
Business combinations		2,100			127
Sale of business		-			(1,914	)
Bad debt expenses		30,992			19,644
Amount written off and recoveries		(33,302	)		(14,129	)
Effect of movements in exchange rates		678			(2,007	)
Balance, end of year		29,506			29,038

b)Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to its reputation.

Cash inflows and cash outflows requirements from the Group’s entities are monitored closely and separately to ensure the Group optimizes its cash return on investment. Typically, the Group ensures that it has sufficient cash to meet expected operational expenses; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted. The Group monitors its short and medium-term liquidity needs on an ongoing basis using forecasting tools. In addition, the Group maintains revolving facilities, which have $915.3 million availability as at December 31, 2023 (2022 - $911.8 million) and an additional $190.0 million credit available (CAD $245 million and USD $5 million). The additional credit is available under certain conditions under the Group’s syndicated bank agreement (2022 - $185.8 million, CAD $245 million and USD $5 million).

│40

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

The following are the contractual maturities of the financial liabilities, including estimated interest payment:

	Carrying		Contractual		Less than		1 to 2		2 to 5		More than
	amount		cash flows		1 year		years		years		5 years
2023
Trade and other payables		671,936		671,936		671,936		-		-		-
Long-term debt		1,884,274		2,644,474		257,414		354,206		293,772		1,739,082
Other financial liability		13,572		13,572		12,732		840		-		-
		2,569,782		3,329,982		942,083		355,046		293,772		1,739,082
2022
Trade and other payables		708,768		708,768		708,768		-		-		-
Long-term debt		1,315,757		1,659,085		80,916		268,727		229,969		1,079,473
Other financial liability		8,775		8,775		8,775		-		-		-
		2,033,300		2,376,628		798,459		268,727		229,969		1,079,473

It is not expected that the contractual cash flows could occur significantly earlier, or at significantly different amounts.

c)Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposure within acceptable parameters, while optimizing the return.

The Group buys and sell derivatives, periodically, and also incurs financial liabilities, in order to manage market risks. All such transactions are carried out within the guidelines set by the Group’s management and it does not use derivatives for speculative purposes.

The Group buys investment in equity securities to hold the investments for the long term for strategic purposes. All investments are designated as fair value through OCI.

d)Currency risk

The Group is exposed to currency risk on financial assets and liabilities, sales and purchases that are denominated in a currency other than the respective functional currencies of Group entities. Primarily the Canadian entities are exposed to U.S. dollars and entities having a functional currency other than the Canadian dollars (foreign operations) are not significantly exposed to currency risk. The Group mitigates and manages its future USD cash flow by creating offsetting positions through the use of foreign exchange contracts periodically and USD debt.

To mitigate its financial net liabilities exposure to foreign currency risk related to Canadian entities, the Group designated a portion of its U.S. dollar denominated debt as a hedging item in a net investment hedge.

The Group’s financial assets and liabilities exposure to foreign currency risk related to Canadian entities was as follows based on notional amounts:

	2023			2022
Trade and other receivables		41,239			50,732
Trade and other payables		(7,379	)		(8,301	)
Long-term debt		(1,654,689	)		(1,079,774	)
Balance sheet exposure		(1,620,829	)		(1,037,343	)
Long-term debt designated as investment hedge		1,655,000			1,080,000
Net balance sheet exposure		34,171			42,657

The Group estimates its annual net USD denominated cash flow from operating activities at approximately $470 million (2022 - $720 million). This cash flow is earned evenly throughout the year.

The following exchange rates applied during the year:

	December 31, 2023		December 31, 2022
Average USD for the year ended		1.3497		1.3013
Closing USD as at		1.3243		1.3554

│41

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

Sensitivity analysis

A 1-cent increase in the U.S. dollar at the reporting date, assuming all other variables, in particular interest rates, remain constant, would have increased (decreased) equity and income or loss by the amounts shown below. The analysis is performed on the same basis for 2022.

	2023						2022
	1-cent			1-cent			1-cent			1-cent
	Increase			Decrease			Increase			Decrease
Balance sheet exposure		(12,239	)		12,239			(7,653	)		7,653
Long-term debt designated as investment hedge		12,497			(12,497	)		7,968			(7,968	)
Net balance sheet exposure		258			(258	)		315			(315	)

e)Interest rate risk

The Group’s intention is to minimize its exposure to changes in interest rates by maintaining a significant portion of fixed-rate interest-bearing long-term debt. This is achieved by periodically entering into interest rate swaps, although no interest rate swaps were in effect during 2023.

At December 31, 2023 and 2022, the interest rate profile of the Group’s carrying amount of interest-bearing financial instruments excluding the effects of interest rate derivatives was:

	2023		2022
Fixed rate instruments		1,884,182		1,315,757
		1,884,182		1,315,757

The fair value of the interest rate swaps has been estimated using industry standard valuation models which use rates published on financial capital markets, adjusted for credit risk.

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial liabilities at fair value through income or loss. Therefore a change in interest rates at the reporting date would not affect income or loss.

f)Capital management

For the purposes of capital management, capital consists of share capital and retained earnings of the Group. The Group's objectives when managing capital are:

•To ensure proper capital investment in order to provide stability and competitiveness to its operations;

•To ensure sufficient liquidity to pursue its growth strategy and undertake selective acquisitions;

•To maintain an appropriate debt level so that there are no financial constraints on the use of capital; and

•To maintain investors, creditors and market confidence.

The Group seeks to maintain a balance between the highest returns that might be possible with higher levels of borrowings and the advantages and security of a sound capital position.

The Group monitors its long-term debt using the ratios below to maintain an appropriate debt level. The Group’s debt-to-equity and debt-to-capitalization ratios are as follows:

	2023		2022
Long-term debt		1,884,182		1,315,757
Shareholders' equity		2,591,410		2,463,070
Debt-to-equity ratio		0.73		0.53
Debt-to-capitalization ratio1		0.42		0.35

1 Long-term debt divided by the sum of shareholders' equity and long-term debt.

There were no changes in the Group’s approach to capital management during the year.

│42

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

The Group’s credit facility agreement requires monitoring of two ratios on a quarterly basis. The first is a ratio of total debt plus letters of credit and some other long-term liabilities less cash (unrestricted cash for the credit facility and cash up to $100 million for the unsecured senior notes) to net income or loss before finance income and costs, income tax expense (recovery), depreciation, amortization, impairment of intangible assets, bargain purchase gain, and gain or loss on sale of land and buildings, assets held for sale and intangible assets (“Adjusted EBITDA”). The second is a ratio of adjusted earnings before interest, income taxes, depreciation and amortization and rent expense (“EBITDAR”), including last twelve months adjusted EBITDAR from acquisitions to interest and net rent expenses. These ratios are measured on a consolidated last twelve-month basis and are calculated as prescribed by the credit agreement which, among other things, requires the exclusion of the impact of IFRS 16 leases. These ratios must be kept below a certain threshold so as not to breach a covenant in the Group’s syndicated bank. At December 31, 2023 and 2022, the Group was in compliance with its financial covenants.

Management believes that the Group has sufficient liquidity to continue both its operations as well as its acquisition strategy.

Upon maturity of the Group’s long-term debt, the Group’s management and its Board of Directors will assess if the long-term debt should be renewed at its original value, increased or decreased based on the then required capital, credit availability and future interest rates.

g)Accounting classification and fair values

The fair values of financial assets and liabilities, together with the carrying amounts shown in the statements of financial position, are as follows:

	December 31, 2023				December 31, 2022
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial assets
Assets carried at fair value
Investment in equity securities		50,209		50,209		85,964		85,964
Assets carried at amortized cost
Trade and other receivables		894,771		894,771		1,030,726		1,030,726
		944,980		944,980		1,116,690		1,116,690
Financial liabilities
Liabilities carried at fair value
Other financial liability		27,119		27,119		19,657		19,657
Liabilities carried at amortized cost
Trade and other payables		671,936		671,936		708,768		708,768
Long-term debt		1,884,182		1,678,662		1,315,757		1,300,591
		2,583,237		2,377,717		2,044,182		2,029,016

Interest rates used for determining fair value

The carrying amount of the Group’s debt does not approximate fair value. The interest rates used to discount estimated cash flows to calculate fair value, when applicable, are based on the current interest rates for debt with similar terms, company rating and remaining maturity.

Fair value hierarchy

The Group’s financial assets and liabilities recorded at fair value on a recurring basis are investment in equity securities discussed above. Investment in equity securities include Level 1 investments that are marked to market with the publicly traded information as at December 31, 2023, and Level 2 investments that are marked to market using valuation techniques in which all significant inputs were based on observable market data. The remaining investment in equity securities is measured using level-3 inputs of the fair value hierarchy.

27.Contingencies, letters of credit and other commitments

a)Contingencies

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

│43

TFI International Inc.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	YEARS ENDED DECEMBER 31, 2023 AND 2022

b)Letters of credit

As at December 31, 2023, the Group had $106.2 million of outstanding letters of credit (2022 - $66.8 million).

c)Other commitments

As at December 31, 2023, the Group had $62.3 million of purchase commitments (2022 – $149.8 million) and $44.4 million of purchase orders for leases that the Group intends to enter into and that are expected to materialize within a year (2022 – $13.9 million).

On December 22, 2023, the Group has signed a definitive agreement to acquire Daseke, Inc., a flatbed and specialized transportation and logistics company in North America, for $8.30 in cash per common share, including merger consideration for the common stock, retirement of Daseke's preferred stock, payoff or assumption of outstanding debt, net of cash and estimated transaction fees and expenses, estimated at $1.1 billion. The transaction is subject to approval of holders of a majority of the outstanding shares of Daseke common stock and other customary closing conditions, including regulatory approvals, and is expected to close during the second quarter of 2024.

28.Related parties

Parent and ultimate controlling party

There is no single ultimate controlling party. Although the shares of the Company are widely held, certain institutional investors hold meaningful positions.

Transactions with key management personnel

Board members of the Company, executive officers and top managers of major Group entities are deemed to be key management personnel. There were no other transactions with key management personnel other than their respective compensation.

Key management personnel compensation

In addition to their salaries, the Company also provides non-cash benefits to board members and executive officers.

Executive officers also participate in the Company’s stock option and performance contingent restricted share unit and performance share unit plans and board members are entitled to deferred share units, as described in note 21. Costs incurred for key management personnel in relation to these plans are detailed below.

Key management personnel compensation comprised:

	2023		2022
Short-term benefits		15,457		16,858
Post-employment benefits		619		800
Equity-settled share-based payment transactions		8,674		10,874
		24,750		28,532

│44

EX-99.3

Exhibit 99.3

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended

December 31, 2023

CONTENTS

GENERAL INFORMATION	2
FORWARD-LOOKING STATEMENTS	2
SELECTED FINANCIAL DATA AND HIGHLIGHTS	3
ABOUT TFI INTERNATIONAL	4
CONSOLIDATED RESULTS	5
SEGMENTED RESULTS	8
LIQUIDITY AND CAPITAL RESOURCES	14
OUTLOOK	18
SUMMARY OF EIGHT MOST RECENT QUARTERLY RESULTS	18
NON-IFRS FINANCIAL MEASURES	19
RISKS AND UNCERTAINTIES	28
CRITICAL ACCOUNTING POLICIES AND ESTIMATES	42
CHANGES IN ACCOUNTING POLICIES	42
CONTROLS AND PROCEDURES	43

Management’s Discussion and Analysis

GENERAL INFORMATION

The following is TFI International Inc.’s management discussion and analysis (“MD&A”). Throughout this MD&A, the terms “Company”, “TFI International” and “TFI” shall mean TFI International Inc., including its operating subsidiaries. This MD&A provides a comparison of the Company’s performance for its three-month and year ended December 31, 2023 with the corresponding three-month and year ended December 31, 2022 and it reviews the Company’s financial position as of December 31, 2023. It also includes a discussion of the Company’s affairs up to February 15, 2024, which is the date of this MD&A. The MD&A should be read in conjunction with the audited consolidated financial statements and accompanying notes as at and for the year ended December 31, 2023.

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 audited consolidated financial statements have been approved by its Board of Directors (“Board”) upon recommendation of its audit committee on February 15, 2024. 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.

│2

Management’s Discussion and Analysis

SELECTED FINANCIAL DATA AND HIGHLIGHTS

(unaudited) (in thousands of U.S. dollars, except per share data)	Three months ended December 31									Years ended December 31
	2023			2022			2021			2023			2022			2021
Revenue before fuel surcharge		1,674,114			1,616,495			1,888,423			6,416,886			7,357,064			6,468,785
Fuel surcharge		294,564			340,199			252,491			1,104,281			1,455,427			751,644
Total revenue		1,968,678			1,956,694			2,140,914			7,521,167			8,812,491			7,220,429
Adjusted EBITDA1		320,938			304,956			318,466			1,187,940			1,425,024			1,076,479
Operating income		198,257			216,860			214,979			757,635			1,146,038			979,229
Net income		131,386			153,494			144,139			504,877			823,232			754,405
Adjusted net income1		147,020			151,759			148,620			538,333			731,668			498,348
Net cash from operating activities		302,580			248,348			190,333			1,013,839			971,645			855,351
Free cash flow1		243,788			188,273			120,749			775,895			880,892			700,889
Per share data
EPS – diluted		1.53			1.74			1.52			5.80			9.02			7.91
Adjusted EPS – diluted1		1.71			1.72			1.57			6.18			8.02			5.23
Dividends		0.40			0.35			0.27			1.45			1.16			0.96
As a percentage of revenue before fuel surcharge
Adjusted EBITDA margin1		19.2	%		18.9	%		16.9	%		18.5	%		19.4	%		16.6	%
Depreciation of property and equipment		3.8	%		3.5	%		3.5	%		3.9	%		3.4	%		3.5	%
Depreciation of right-of-use assets		2.1	%		2.0	%		1.7	%		2.1	%		1.7	%		1.7	%
Amortization of intangible assets		1.0	%		0.8	%		0.7	%		0.9	%		0.8	%		0.9	%
Operating margin1		11.8	%		13.4	%		11.4	%		11.8	%		15.6	%		15.1	%
Adjusted operating ratio1		87.7	%		87.4	%		89.0	%		88.4	%		86.5	%		89.4	%

Q4 Highlights

•Fourth quarter operating income of $198.3 million compares to $216.9 million the same quarter last year, primarily reflecting weaker market conditions and a reduction of $23.0 million the gain, net of impairment, on the sale of assets held for sale.

•Net income of $131.4 million compares to $153.5 million in Q4 2022. Diluted earnings per share (diluted “EPS”) of $1.53 compares to $1.74 in Q4 2022.

•Adjusted net income1, a non-IFRS measure, of $147.0 million compares to $151.8 million in Q4 2022.

•Adjusted diluted EPS1, a non-IFRS measure, of $1.71 compares to $1.72 in Q4 2022.

•Net cash from operating activities of $302.6 million grew from $248.3 million in Q4 2022.

•Free cash flow1, a non-IFRS measure, of $243.8 million grew from $188.3 million in Q4 2022.

•The Company’s reportable segments performed as follows:

oPackage and Courier operating income decreased 8% to $34.7 million on lower volumes, rates and fuel surcharge;

oLess-Than-Truckload operating income decreased 19% to $71.4 million on the $7.2 million net loss on assets to held-for-sale, as well as lower volumes offset by strong operational performance and contributions from acquisitions;

oTruckload operating income decreased 29% to $50.7 million primarily on lower rates and volumes offset by contributions from acquisitions; and

oLogistics operating income increased 60% to $54.7 million resulting from the August 2023 acquisition of JHT Holdings, Inc, as well as strong operational performance in the US same day package and LTL brokerage businesses.

•Improvement of the claims ratio in the US LTL to 0.3% from 1.0% a year earlier, and a consistent claims ratio of 0.1% in Canadian LTL.

•On December 18, 2023, the Board of Directors of TFI declared a quarterly dividend of $0.40 per share paid on January 15, 2024, a 14% increase over the quarterly dividend of $0.35 per share declared in Q4 2022. The annualized dividend1 represents 17.4% of the trailing twelve-month free cash flow.

•During the quarter, TFI International agreed to acquire Daseke, Inc., in a transaction expected to close during the second quarter of 2024, after which Daseke's operating companies will operate as part of the TFI's Truckload segment. Also during the quarter, the Company acquired Dahlsten Truck Line, which operates in the Truckload segment. Subsequent to the quarter, the Company acquired Sharp Trucking Services Ltd.

•During the fourth quarter, the Company returned $199.2 million of capital to the shareholders through $30.0 million in quarterly dividends and $169.2 million of share repurchases, as the Company repurchased and cancelled 1,500,000 shares.

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

│3

Management’s Discussion and Analysis

ABOUT TFI INTERNATIONAL

Services

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

•Package and Courier ("P&C");

•Less-Than-Truckload (“LTL”);

•Truckload (“TL”);

•Logistics.

Seasonality of operations

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

Human resources

As at December 31, 2023, the Company had 25,123 employees throughout TFI International’s various business segments across North America. This compares to 25,836 employees as at December 31, 2022. The year-over-year decrease of 713 employees is attributable to business acquisitions that added 2,351 employees offset by rationalizations affecting 3,064 employees mainly in the LTL segment. The Company believes that it has a relatively low turnover rate among its employees in Canada, and a normal turnover rate in the U.S. comparable to other U.S. carriers, and that its employee relations are very good.

Equipment

The Company is a significant transportation provider throughout North America. As at December 31, 2023, the Company had 11,455 trucks, 34,599 trailers and 7,504 independent contractors. This compares to 11,442 trucks, 38,091 trailers and 6,905 independent contractors as at December 31, 2022.

Facilities

TFI International’s head office is in Montréal, Québec and its executive office is in Etobicoke, Ontario. As at December 31, 2023, the Company had 598 facilities, as compared to 544 facilities as at December 31, 2022. Of these 598 facilities, 330 are located in the United States and 268 are located in Canada. In the last twelve months, 86 facilities were added from business acquisitions and terminal consolidation decreased the total number of facilities by 32, mainly in the LTL and Logistics segments.

Customers

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

Revenue by Top Customers' Industry (58% of total revenue in the year ended December 31, 2023)
Retail	24%
Manufactured Goods	14%
Automotive	12%
Building Materials	12%
Metals & Mining	7%
Food & Beverage	8%
Services	5%
Chemicals & Explosives	4%
Forest Products	3%
Energy	3%
Maritime Containers	1%
Waste Management	1%
Others	6%

│4

Management’s Discussion and Analysis

CONSOLIDATED RESULTS

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

2023 business acquisitions

In line with its growth strategy, the Company acquired twelve businesses during 2023.

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

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

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

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

On April 2, 2023, TFI international acquired SM Freight Inc. ("SM Freight"). SM Freight is based in Southern Ontario and specializes in refrigerated services to and from the U.S., and also provides warehousing services. SM Freight is reported in the Truckload segment.

On April 30, 2023, TFI International acquired Launch Logistix Inc. ("Launch"). Launch is an existing independent agent of TFWW, an operating division of TFI, based in Minnesota providing logistics services. Launch is reported in the Logistics segment.

On May 21, 2023, TFI International acquired Les Placements Jonadagi Inc. ("Jonadagi"). Jonadagi is a truckload company based in Vaudreuil, Quebec, and provides truckload services to eastern Canada. Jonadagi is reported in the Truckload segment.

On July 13, 2023, TFI international acquired Siemens Transportation Group ("STG"). STG is based in Saskatchewan, Canada and provides LTL, truckload and flatbed services throughout North America. STG is reported in the LTL and Truckload segments.

On August 3, 2023, TFI International acquired Ulch Transport Limited ("Ulch"). Ulch specializes in truckload transportation of food products, including liquid food products and refrigerated goods, throughout North America. Ulch is based in Ontario, Canada and is reported in the Truckload segment.

On August 16, 2023, TFI International acquired JHT Holdings, Inc. ("JHT"). JHT is an asset light logistics and transportation provider for Class 6-8 truck manufacturers, transporting new trucks from manufacturing and final assembly plants to dealers and end customers. JHT is reported in the Logistics segment.

On September 1, 2023, TFI International acquired Vedder Transportation Group ("Vedder"). Vedder specializes in tank truck transport of food grade liquids and dry bulk commodities and operates in Western Canada. This transaction included the acquisition of significant real estate properties amounting to $57.2 million. Vedder is reported in the Truckload segment.

On November 19, 2023, TFI International acquired Dahlsten Truck Line Ltd ("Dahlsten"). Dahlsten specializes in dry bulk food-grade tank transportation operating across the American Midwest. Dahlsten is reported in the Truckload segment.

5

Management’s Discussion and Analysis

Revenue

For the three months ended December 31, 2023, total revenue was $1,968.7 million, compared to $1,956.7 million in Q4 2022. The increase was mainly attributable to contributions from business acquisitions of $235.0 million partially offset by a weakened market which resulted in weaker volumes and pricing decreases particularly in the TL segment.

For the year ended December 31, 2023, total revenue was $7.52 billion compared to $8.81 billion from 2022. The decrease was mainly attributable to weakened market which resulted in weaker volumes and pricing decreases particularly in the TL segment contributing to a decrease in revenue before surcharge from existing operations of $1,427.0 million, as well as the sale of CFI which had revenue of $415.2 million in 2022. This decrease was partially offset by contributions from business acquisitions of $550.9 million.

Operating expenses

For the three months ended December 31, 2023, the Company’s operating expenses increased by $30.6 million, to $1,770.4 million, from $1,739.8 million in Q4 2022. This increase was due to an increase from business acquisitions of $210.9 million offset partially by a decrease in operating expenses from existing operations of $180.3 million, as revenues decreased.

For the three months ended December 31, 2023, materials and services expenses, net of fuel surcharge, increased by $17.4 million, to $771.3 million from $694.0 million in the same period last year due primarily to an increase from business acquisitions of $106.8 million, partially offset by a decrease in revenues.

For the three months ended December 31, 2023, personnel expense increased 4% to $534.2 million from $514.6 million in Q4 2022. The increase is attributable primarily to an increase in business acquisitions of $55.0 million offset by reduced expenses in response to the decline in revenues and the ability of the Company to quickly adjust to demand levels.

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 $1.4 million, or 1%, for the three months ended December 31, 2023, as compared to the same period last year, as increased costs from business acquisitions were partially offset by a reduction of spending due to a decline in revenues.

Gains on the sale of and impairment on assets held for sale decreased by $23.0 million from a gain of $16.0 million in Q4 2022 to a loss of $7.0 million. The loss in Q4 2023 include a loss on rolling stock of $11.3 million.

For the year ended December 31, 2023, the Company’s operating expenses decreased by $902.9 million from $7.67 billion in 2022 to $6.76 billion in 2023. The decrease is mainly attributable to a reduction in existing operations of $996.8 million, driven by a decrease in revenues, and the sale of CFI which incurred $401.1 million of operating expenses in the same period last year. This is partially offset by an increase in operating expense from business acquisition of $495.0 million.

Operating income

For the three months ended December 31, 2023, the Company’s operating income was $198.3 million compared to $216.9 million during the same quarter in 2022. The decrease is primarily attributable to the decline in revenues as a result of weaker market demand in the quarter and the impact of a decrease in gains from assets held for sale of $23.0 million, offset by the contribution from acquisitions of $24.1 million.

For the year ended December 31, 2023, the Company’s operating income of $757.6 million compared to $1,146.0 million in 2022.

Finance income and costs

(unaudited) (in thousands of U.S. dollars)	Three months ended December 31		Years ended December 31
Finance costs (income)	2023	2022	2023	2022
Interest expense on long-term debt	20,757	11,809	59,432	52,230
Interest expense on lease liabilities	4,431	3,413	16,042	13,264
Interest income	(3,838)	(1,075)	(8,121)	(1,750)
Net change in fair value and accretion expense of contingent considerations	31	90	165	216
Net foreign exchange (gain) loss	(1,620)	(564)	(491)	556
Others	3,502	3,290	13,844	15,881
Net finance costs	23,263	16,963	80,871	80,397

Interest expense on long-term debt

Interest expense on long-term debt for the three-month period ended December 31, 2023 increased by $8.9 million as compared to the same quarter last year as the average level of debt rose from $1.32 billion to $1.81 billion as a result of the $500.0 million debt agreement in the quarter, and the rate also increased from 3.57% to 4.60%.

6

Management’s Discussion and Analysis

The interest expense on long-term debt for the year ended December 31, 2023, increased by $7.2 million as compared to the same period last year mainly due to an increase in the average interest rate from 3.35% to 3.95% in 2023.

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 December 31, 2023, a gain of $41.3 million of foreign exchange variations (a gain of $41.2 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 three-month period ended December 31, 2022, a gain of $19.7 million of foreign exchange variations (a gain of $20.2 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 year ended December 31, 2023, a gain of $37.9 million of foreign exchange variations (a gain of $39.7 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 year ended December 31, 2022, a loss of $76.1 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.

Income tax expense

For the three months ended December 31, 2023, the Company’s effective tax rate was 24.9%. The income tax expense of $43.6 million reflects a $2.8 million favorable variance versus an anticipated income tax expense of $46.4 million based on the Company’s statutory tax rate of 26.5%. The favorable variance is due to a favorable variation from tax deductions and tax-exempt income of $3.8 million and adjustments for prior years of $2.0 million partially offset by an unfavorable variation from a variation in tax rate of $1.3 million.

For the year ended December 31, 2023, the Company’s effective tax rate was 25.4%. The income tax expense of $171.9 million reflects a $7.5 million favorable variance versus an anticipated income tax expense of $179.3 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 $14.9 million which is partially offset by an unfavorable variance of $5.3 million for multi-jurisdiction tax.

Net income and adjusted net income

(unaudited) (in thousands of U.S. dollars, except per share data)	Three months ended December 31			Years ended December 31
	2023	2022	2021	2023	2022	2021
Net income	131,386	153,494	144,139	504,877	823,232	754,405
Amortization of intangible assets related to business acquisitions	15,598	13,969	13,128	56,160	52,003	50,498
Net change in fair value and accretion expense of contingent    considerations	31	90	1,571	165	216	1,932
Net foreign exchange (gain) loss	(1,620)	(564)	(939)	(491)	556	(1,471)
(Gain) loss on sale of business and direct attributable costs	—	2,069	—	3,011	(69,753)	—
Bargain purchase gain	—	—	—	—	—	(283,593)
(Gain) loss, net of impairment, on sale of land and buildings and assets held for sale	7,026	(15,941)	(6,638)	(14,721)	(77,870)	(11,978)
(Gain) loss on disposal of intangible assets	—	—	(5)	—	—	1
Tax impact of adjustments	(5,401)	(1,358)	(2,636)	(10,668)	3,284	(11,446)
Adjusted net income1	147,020	151,759	148,620	538,333	731,668	498,348
Adjusted EPS – basic1	1.73	1.75	1.60	6.27	8.19	5.36
Adjusted EPS – diluted1	1.71	1.72	1.57	6.18	8.02	5.23

For the three months ended December 31, 2023, TFI International’s net income was $131.4 million as compared to $153.5 million in Q4 2022. The Company’s adjusted net income1, a non-IFRS measure, which excludes items listed in the above table, was $147.0 million as compared to $151.8 million in Q4 2022, a decrease of 3% or $4.8 million. Adjusted EPS1, fully diluted, of $1.71 compared to $1.72 in Q4 2022.

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

7

Management’s Discussion and Analysis

SEGMENTED RESULTS

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

Selected segmented financial information

(unaudited) (in thousands of U.S. dollars)	Package  and  Courier	Less- Than-Truckload	Truckload	Logistics	Corporate	Eliminations	Total
Three months ended December 31, 2023
Revenue before fuel surcharge1	122,033	695,930	399,277	471,638	—	(14,764)	1,674,114
% of total revenue2	8%	43%	24%	25%			100%
Adjusted EBITDA3	40,939	125,064	98,770	69,230	(13,065)	—	320,938
Adjusted EBITDA margin3,4	33.5%	18.0%	24.7%	14.7%			19.2%
Operating income (loss)	34,711	71,447	50,657	54,654	(13,212)	—	198,257
Operating margin3,4	28.4%	10.3%	12.7%	11.6%			11.8%
Total assets less intangible assets3	175,336	2,134,895	1,146,497	357,251	450,340	—	4,264,319
Net capital expenditures3	9,572	37,380	4,725	1,792	129	—	53,598
Three months ended December 31, 2022
Revenue before fuel surcharge1	129,074	720,783	403,351	375,968	—	(12,681)	1,616,495
% of total revenue2	9%	46%	25%	20%			100%
Adjusted EBITDA3	43,935	126,307	104,007	43,473	(12,766)	—	304,956
Adjusted EBITDA margin3,4	34.0%	17.5%	25.8%	11.6%			18.9%
Operating income (loss)	37,563	88,240	71,842	34,204	(14,989)	—	216,860
Operating margin3,4	29.1%	12.2%	17.8%	9.1%			13.4%
Total assets less intangible assets3	182,605	2,107,874	1,085,629	263,017	274,595		3,913,720
Net capital expenditures3	6,045	57,273	14,248	131	58	—	77,755
Year ended December 31, 2023
Revenue before fuel surcharge1	461,930	2,777,309	1,625,592	1,604,878	—	(52,823)	6,416,886
% of total revenue2	8%	44%	26%	22%			100%
Adjusted EBITDA3	139,437	473,602	428,203	207,800	(61,102)	—	1,187,940
Adjusted EBITDA margin3,4	30.2%	17.1%	26.3%	12.9%			18.5%
Operating income (loss)	114,360	310,429	237,393	160,112	(64,659)	—	757,635
Operating margin3,4	24.8%	11.2%	14.6%	10.0%			11.8%
Total assets less intangible assets3	175,336	2,134,895	1,146,497	357,251	450,340	—	4,264,319
Net capital expenditures3	19,935	154,832	29,098	3,725	238	—	207,828
Year ended December 31, 2022
Revenue before fuel surcharge1	498,972	3,243,557	1,986,331	1,689,122	—	(60,918)	7,357,064
% of total revenue2	7%	45%	28%	20%			100%
Adjusted EBITDA3	160,838	567,759	557,058	178,690	(39,321)	—	1,425,024
Adjusted EBITDA margin3,4	32.2%	17.5%	28.0%	10.6%			19.4%
Operating income	134,306	470,807	366,868	140,446	33,611	—	1,146,038
Operating margin3,4	26.9%	14.5%	18.5%	8.3%			15.6%
Total assets less intangible assets3	182,605	2,107,874	1,085,629	263,017	274,595	—	3,913,720
Net capital expenditures3	10,636	132,814	31,658	676	170	—	175,954

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.

8

Management’s Discussion and Analysis

Package and Courier

(unaudited)	Three months ended December 31				Years ended December 31
(in thousands of U.S. dollars)	2023	%	2022	%	2023	%	2022	%
Total revenue	156,198		172,381		583,198		650,844
Fuel surcharge	(34,165)		(43,307)		(121,268)		(151,872)
Revenue	122,033	100.0%	129,074	100.0%	461,930	100.0%	498,972	100.0%
Materials and services expenses (net of fuel    surcharge)	41,104	33.7%	42,784	33.1%	163,960	35.5%	167,725	33.6%
Personnel expenses	33,695	27.6%	35,877	27.8%	133,504	28.9%	144,650	29.0%
Other operating expenses	6,403	5.2%	6,667	5.2%	26,374	5.7%	26,845	5.4%
Depreciation of property and equipment	2,969	2.4%	3,080	2.4%	11,789	2.6%	12,863	2.6%
Depreciation of right-of-use assets	3,103	2.5%	3,135	2.4%	12,654	2.7%	13,024	2.6%
Amortization of intangible assets	156	0.1%	157	0.1%	627	0.1%	645	0.1%
Gain on sale of rolling stock and equipment	(106)	-0.1%	(189)	-0.1%	(510)	-0.1%	(1,087)	-0.2%
(Gain) loss on derecognition of right-of-use assets	(2)	-0.0%	-	-	(835)	-0.2%	1	0.0%
Loss on sale of land and buildings and assets    held for sale	-	-	-	-	7	0.0%	—	0.0%
Operating income	34,711	28.4%	37,563	29.1%	114,360	24.8%	134,306	26.9%
Adjusted EBITDA1	40,939	33.5%	43,935	34.0%	139,437	30.2%	160,838	32.2%
Return on invested capital1		28.1%		32.5%

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

Operational data
(unaudited)	Three months ended December 31				Years ended December 31
(Revenue in U.S. dollars)	2023	2022	Variance	%	2023	2022	Variance	%
Revenue per pound (including fuel)	$0.48	$0.47	$0.01	-2.1%	$0.47	$0.48	$(0.01)	-2.1%
Revenue per pound (excluding fuel)	$0.37	$0.35	$0.02	5.7%	$0.37	$0.37	$—	—
Revenue per package (including fuel)	$7.03	$7.46	$(0.43)	-5.8%	$7.27	$7.66	$(0.39)	-5.1%
Revenue per package (excluding fuel)	$5.49	$5.59	$(0.10)	-1.8%	$5.76	$5.88	$(0.12)	-2.0%
Tonnage (in thousands of metric tons)	148	167	(19)	-11.4%	563	614	(51)	-8.3%
Packages (in thousands)	22,230	23,107	(877)	-3.8%	80,245	84,915	(4,670)	-5.5%
Average weight per package (in lbs.)	14.67	15.93	(1.26)	-7.9%	15.46	15.94	(0.48)	-3.0%
Vehicle count, average	995	1,028	(33)	-3.2%	990	1,046	(56)	-5.3%
Weekly revenue per vehicle (incl. fuel, in thousands of U.S. dollars)	$12.08	$12.90	$(0.82)	-6.4%	$11.33	$11.97	$(0.64)	-5.4%

Revenue

For the three months ended December 31, 2023, revenue decreased by $7.0 million or 5%, from $129.1 million in 2022 to $122.0 million in 2023. This decrease is mostly attributable to a 3.8% decrease in packages and a 1.8% decrease in revenue per package (excluding fuel surcharge). The decrease in revenue per package is attributable to a decrease of 7.9% in average weight per package but partially offset by an increase in revenue per pound (excluding fuel surcharge) of 5.7%. The decrease in packages is attributable to softness in the market, primarily in the business-to-consumer deliveries.

For the year ended December 31, 2023, revenue decreased by $37.0 million or 7%, from $499.0 million in 2022 to $461.9 million in 2023. This decrease is attributable to a 2.0% decrease in revenue per package combined with a 5.5% decrease in packages related primarily to softness in the business-to-consumer market.

Operating expenses

For the three months ended December 31, 2023, materials and services expenses, net of fuel surcharge revenue, decreased by $1.7 million or 4%, mostly due to a decrease of $7.8 million in sub-contractor costs and $1.2 million in external labor, offset by a decrease of $9.1 million in fuel surcharge revenue. Personnel expenses decreased by $2.2 million, or 6%, mostly explained by reduced direct labor from lower volume.

For the year ended December 31, 2023, materials and services expenses, net of fuel surcharge revenue, decreased by $3.8 million or 2%, mostly due to a $30.6 million decrease in fuel surcharge revenue offset by a decrease of $28.0 million in external labor and sub-contractor costs, a $3.0 million decrease in fuel costs and $1.3 million in maintenance & repair. Personnel expenses decreased by $11.1 million or 8% primarily from a $7.0 million decrease in direct labor, combined with a $3.3 million decrease in admin salaries and a $0.8 million decrease in severance cost. The decrease in direct labor is primarily attributable to the decrease in overall volume.

Operating income

Operating income for the three months ended December 31, 2023 decreased by $2.9 million or 8%. The operating margin was 28.4% in the fourth quarter of 2023, a decrease when compared to 29.1% for the same period in 2022.

For the year ended December 31, 2023, operating income decreased by $19.9 million or 15%. The operating margin was 24.8% for 2023 compared to 26.9% for 2022.

9

Management’s Discussion and Analysis

Return on invested capital, a non-IFRS measure, decreased 440 basis points, from 32.5% in the trailing twelve months ended December 31, 2022, to 28.1% in the trailing twelve months ended December 31, 2023 mainly due to a decrease of $14.7 million in net operating income after taxes combined with an increase of $10.0 million in invested capital over the same period.

Less-Than-Truckload

(unaudited)	Three months ended December 31				Years ended December 31
(in thousands of U.S. dollars)	2023	%	2022	%	2023	%	2022	%
Total revenue	846,410		903,713		3,368,567		4,023,163
Fuel surcharge	(150,480)		(182,930)		(591,258)		(779,606)
Revenue	695,930	100.0%	720,783	100.0%	2,777,309	100.0%	3,243,557	100.0%
Materials and services expenses (net of fuel    surcharge)	213,583	30.7%	226,839	31.5%	827,533	29.8%	1,003,662	30.9%
Personnel expenses	299,793	43.1%	311,248	43.2%	1,244,092	44.8%	1,432,857	44.2%
Other operating expenses	58,177	8.4%	58,050	8.1%	233,229	8.4%	243,347	7.5%
Depreciation of property and equipment	35,212	5.1%	26,374	3.7%	132,027	4.8%	104,850	3.2%
Depreciation of right-of-use assets	8,728	1.3%	9,641	1.3%	32,774	1.2%	38,985	1.2%
Amortization of intangible assets	2,432	0.3%	2,065	0.3%	8,883	0.3%	8,831	0.3%
Gain on sale of rolling stock and equipment	(687)	-0.1%	(1,601)	-0.2%	(1,038)	-0.0%	(4,056)	-0.1%
Gain on derecognition of right-of-use assets	—	0.0%	(60)	-0.0%	(109)	-0.0%	(12)	-0.0%
(Gain) loss, net of impairment, on sale of land and
buildings and assets held for sale	7,245	1.0%	(13)	-0.0%	(10,511)	-0.4%	(55,714)	-1.7%
Operating income	71,447	10.3%	88,240	12.2%	310,429	11.2%	470,807	14.5%
Adjusted EBITDA1	125,064	18.0%	126,307	17.5%	473,602	17.1%	567,759	17.5%

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

Operational data
(unaudited)	Three months ended December 31				Years ended December 31
(Revenue in U.S. dollars)	2023	2022	Variance	%	2023	2022	Variance	%
U.S. LTL
Revenue (in thousands of dollars)1	481,102	475,389	5,713	1.2%	1,912,623	2,186,668	(274,045)	-12.5%
Adjusted Operating Ratio2	91.0%	90.4%			92.2%	89.9%
Revenue per hundredweight (excluding fuel)1	$28.81	$30.05	$(1.24)	-4.1%	$28.61	$29.67	$(1.06)	-3.6%
Revenue per shipment (excluding fuel)1	$342.18	$322.74	$19.44	6.0%	$322.26	$320.20	$2.06	0.6%
Revenue per hundredweight (including fuel)1	$35.52	$39.04	$(3.52)	-9.0%	$35.31	$38.03	$(2.72)	-7.2%
Revenue per shipment (including fuel)1	$421.89	$419.26	$2.63	0.6%	$397.72	$410.38	$(12.66)	-3.1%
Tonnage (in thousands of tons)1	835	791	44	5.6%	3,342	3,685	(343)	-9.3%
Shipments (in thousands)1	1,406	1,473	(67)	-4.5%	5,935	6,829	(894)	-13.1%
Average weight per shipment (in lbs)1	1,188	1,074	114	10.6%	1,126	1,079	47	4.4%
Average length of haul (in miles)1	1,132	1,092	40	3.7%	1,111	1,101	10	0.9%
Cargo claims (% revenue)	0.5%	1.5%			0.5%	0.7%
Vehicle count, average3	3,974	4,410	(436)	-9.9%	4,097	4,685	(588)	-12.6%
Truck age4	4.7	6.6	(1.9)	-28.8%	4.8	7.4	(2.6)	-35.1%
Business days	62	62	—	0.0%	254	253	1.0	0.4%
Return on invested capital2	15.1%	23.8%
Canadian LTL
Revenue (in thousands of dollars)	138,241	123,176	15,065	12.2%	531,784	548,012	(16,228)	-3.0%
Adjusted Operating Ratio2	79.9%	75.3%			76.6%	74.0%
Revenue per hundredweight (excluding fuel)	$10.82	$10.84	$(0.02)	-0.2%	$10.83	$11.26	$(0.43)	-3.8%
Revenue per shipment (excluding fuel)	$237.12	$235.97	$1.15	0.5%	$235.20	$241.95	$(6.75)	-2.8%
Revenue per hundredweight (including fuel)1	$13.90	$14.46	$(0.56)	-3.9%	$13.82	$14.65	$(0.83)	-5.7%
Revenue per shipment (including fuel)1	$304.68	$314.61	$(9.93)	-3.2%	$300.32	$314.88	$(14.56)	-4.6%
Tonnage (in thousands of tons)	639	568	71	12.5%	2,456	2,434	22	0.9%
Shipments (in thousands)	583	522	61	11.7%	2,261	2,265	(4)	-0.2%
Average weight per shipment (in lbs)	2,192	2,176	16	0.7%	2,172	2,149	23	1.1%
Average length of haul (in miles)	856	734	122	16.6%	852	748	104	13.9%
Cargo claims (% revenue)	0.1%	0.1%			0.2%	0.2%
Vehicle count, average	777	808	(31)	-3.8%	788	800	(12)	-1.5%
Truck age	4.8	5.1	(0.3)	-5.9%	4.8	4.8	—	0.0%
Business days	62	62	—	0.0%	250	250	—	0.0%
Return on invested capital2	20.1%	24.0%
1  Operational statistics exclude figures from Ground Freight Pricing (“GFP”).
2  This is a non-IFRS measure. For a reconciliation please refer to the “Non-IFRS and Other Financial Measures” section below.
3  As at December 31, 2023 the active vehicle count was 3,364 (December 31, 2022 - 4,046)
4 The truck age for U.S. LTL operations has been presented for active trucks.

10

Management’s Discussion and Analysis

Revenue

For the three months ended December 31, 2023, revenue decreased by $24.9 million to $695.9 million. This decrease is a combination of a $44.1 million reduction in existing U.S. LTL operations including Ground with Freight pricing (GFP) and a $0.4 million reduction in existing Canadian LTL operations. This decrease was partially offset by a contribution from business acquisitions of $19.6 million.

The reduction in U.S. LTL revenue was primarily driven by a reduction of Ground with Freight pricing (GFP) volume of 36.4%, partly offset by an increase of 5.6% in tonnage, a reduction of 4.5% in shipment count and an increase of 6.0% in revenue per shipment (excluding fuel) in U.S. LTL excluding Ground with Freight pricing (GFP). The decrease in U.S. LTL volume was primarily driven by softer volumes due to a weaker end market. The Canadian LTL revenue increase was caused by a 11.7% increase in shipments, while the revenue per shipment (excluding fuel) increased 0.5%

For the year ended December 31, 2023, revenue decreased $466.2 million, or 14%, to $2,777.3 million. The decrease is due primarily to the decrease in volume and is partially offset by an increase of $46.1 million related to business acquisitions.

Operating expenses

For the three months ended December 31, 2023, materials and services expenses, net of fuel surcharge revenue decreased $13.3 million, or 6%, attributable mostly to a $47.9 million reduction in sub-contractor costs related to lower volume, a $11.0 million reduction in fuel expense and a $3.1 million decrease in cargo claims, partially offset by a $38.8 million reduction in fuel surcharge revenue and $8.5 million from business acquisitions. Personnel expenses decreased $11.5 million, or 4%, mostly from a $12.6 million reduction in U.S. direct and administrative salaries caused by the reduction of volume in the quarter and lower pension service cost partially offset by an increase from business acquisitions of $7.4 million. Other operating expenses remained mostly flat at $58.2 million. Depreciation of property and equipment increased 34%, or $8.8 million, with $6.6 million in U.S. LTL operations. During the quarter ended December 31, 2023, U.S. LTL operations recorded a loss of $8.1 million on sale of assets held for sale following the sale of a property and equipment. As of December 31, 2023, the LTL segment’s terminals had 12,904 doors, of which 10,390 are owned.

For the year ended December 31, 2023, materials and services expenses, net of fuel surcharge revenue, decreased $176.1 million, or 18%, attributable mostly to a $274.9 million reduction in sub-contractor costs, a $86.7 million reduction in fuel expense and a $12.9 million decrease in rolling stock maintenance and repair, and partially offset by a $198.3 million reduction in fuel surcharge revenue, all related to lower volume and business acquisitions of $20.4 million also partially offset the decrease. Personnel expenses decreased $188.8 million, or 13%, mostly from $143.1 million reduction in U.S. direct and administrative salaries caused by the reduction of volume and $58.0 million lower pension service cost, partly offset by an increase in severance costs of $10.0 million and $17.9 million from business acquisitions. Other operating expenses decreased $10.1 million, or 4%, mostly from a decrease of $8.2 million in external personnel. Depreciation of property and equipment increased 26%, or $27.2 million, most of it from higher equipment and rolling stock depreciation in U.S. LTL operations and $2.5 million from business acquisitions.

Operating income

Operating income for the three months ended December 31, 2023, decreased $16.8 million to $71.4 million. Adjusted operating ratio, a non-IFRS measure, of Canadian LTL operations increased to 79.9% in the fourth quarter of 2023, as compared to 75.3% for the same period in 2022. Adjusted operating ratio of the U.S. LTL operations increased to 91.0% in the fourth quarter of 2023, as compared to 90.4% for the same period in 2022.

For the year ended December 31, 2023, operating income decreased $160.4 million, or 34%, to $310.4 million. The majority of the decrease is attributable to U.S. LTL operations of $143.3 million, which includes a $48.0 million reduction in gain on sale of assets held for sale.

Return on invested capital, a non-IFRS measure, of the Canadian based LTL operations was 20.1% for the 12 months ended on December 31, 2023, a 390-basis point decrease from 24.0% in the previous 12 month period. Return on invested capital, a non-IFRS measure, of the U.S. LTL operations was 15.1%, which compares to 18.8% the year before.

11

Management’s Discussion and Analysis

Truckload

(unaudited)	Three months ended December 31				Years ended December 31
(in thousands of U.S. dollars)	2023	%	2022	%	2023	%	2022	%
Total revenue	479,596		502,784		1,936,038		2,451,038
Fuel surcharge	(80,319)		(99,433)		(310,446)		(464,707)
Revenue	399,277	100.0%	403,351	100.0%	1,625,592	100.0%	1,986,331	100.0%
Materials and services expenses (net of fuel    surcharge)	166,850	41.8%	174,305	43.2%	682,342	42.0%	821,442	41.4%
Personnel expenses	121,120	30.3%	115,449	28.6%	473,948	29.2%	585,891	29.5%
Other operating expenses	14,540	3.6%	13,709	3.4%	55,420	3.4%	76,612	3.9%
Depreciation of property and equipment	23,863	6.0%	26,695	6.6%	101,508	6.2%	129,013	6.5%
Depreciation of right-of-use assets	18,341	4.6%	15,730	3.9%	70,084	4.3%	59,473	3.0%
Amortization of intangible assets	5,902	1.5%	5,699	1.4%	23,169	1.4%	23,944	1.2%
Gain on sale of rolling stock and equipment	(1,768)	-0.4%	(3,981)	-1.0%	(13,828)	-0.9%	(54,481)	-2.7%
Gain on derecognition of right-of-use assets	(235)	-0.1%	(138)	-0.0%	(493)	-0.0%	(191)	-0.0%
(Gain) loss on sale of land and buildings and assets
held for sale	7	0.0%	(15,959)	-4.0%	(3,951)	-0.2%	(22,240)	-1.1%
Operating income	50,657	12.7%	71,842	17.8%	237,393	14.6%	366,868	18.5%
Adjusted EBITDA1	98,770	24.7%	104,007	25.8%	428,203	26.3%	557,058	28.0%

Operational data	Three months ended December 31				Years ended December 31
(unaudited)	2023	2022	Variance	%	2023	2022	Variance	%
Specialized TL
Revenue (in thousands of U.S. dollars)	323,952	325,493	(1,541)	-0.5%	1,323,083	1,362,390	(39,307)	-2.9%
Adjusted operating ratio1	87.0%	87.4%			85.8%	83.1%
Revenue per truck per week (excluding fuel)	$4,133	$4,197	$(64)	-1.5%	$4,232	$4,582	$(350)	-7.6%
Revenue per truck per week (including fuel)	$5,086	$5,455	$(369)	-6.8%	$5,174	$5,879	$(705)	-12.0%
Truck count, average	4,051	3,839	212	5.5%	3,977	3,641	336	9.2%
Trailer count, average	10,402	11,004	(602)	-5.5%	10,460	10,833	(373)	-3.4%
Truck age	3.4	3.6	(0.2)	-5.6%	3.4	3.6	(0.2)	-5.6%
Trailer age	12.7	11.5	1.2	10.4%	12.7	11.5	1.2	10.4%
Number of owner operators, average	1,223	1,193	30	2.5%	1,208	1,126	82	7.3%
Return on invested capital1	10.3%	13.4%
Canadian based Conventional TL
Revenue (in thousands of U.S. dollars)	77,815	79,101	(1,286)	-1.6%	311,838	322,553	(10,715)	-3.3%
Adjusted operating ratio1	89.0%	81.1%			85.6%	78.7%
Total mileage (in thousands)	25,917	24,498	1,419	5.8%	102,559	93,923	8,636	9.2%
Revenue per mile (excluding fuel)2	$2.08	$2.24	$(0.16)	-7.2%	$2.11	$2.30	$(0.19)	-8.0%
Revenue per mile (including fuel)2	$2.67	$2.94	$(0.27)	-9.4%	$2.67	$2.97	$(0.30)	-9.9%
Revenue per truck per week (excluding fuel)	$3,094	$3,792	$(698)	-18.4%	$3,266	$4,102	$(836)	-20.4%
Revenue per truck per week (including fuel)	$3,973	$4,989	$(1,016)	-20.4%	$4,133	$5,299	$(1,166)	-22.0%
Truck count, average	1,072	858	214	24.9%	1,024	741	283	38.2%
Trailer count, average	3,861	3,636	225	6.2%	3,923	3,456	467	13.5%
Truck age	3.3	3.5	(0.2)	-5.7%	3.3	3.5	(0.2)	-5.7%
Trailer age	7.9	7.3	0.6	8.2%	7.9	7.3	0.6	8.2%
Number of owner operators, average	267	254	13	5.0%	250	269	(19)	-7.1%
Return on invested capital1	12.6%	21.3%
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS Financial Measures” section below.
2 The revenue per mile calculation excludes brokerage revenues

During Q4 2023, Dahlsten was acquired and incorporated into the TL segment.

Revenue

For the three months ended December 31, 2023, revenue decreased by $4.1 million, or 1%, from $403.4 million in Q4 2022 to $399.3 million in Q4 2023. This decrease was primarily due to a decrease in revenue from existing operations of $41.2 million, partially offset by contributions from business acquisitions of $37.1 million. The revenue for Specialized TL decreased by $1.5 million or 1% compared to the prior year period, due to an organic decline of $27.6 million mostly offset by contributions from business acquisitions of $26.1 million. For Canadian based conventional TL operations, revenue decreased by $1.3 million or 2% compared to the same prior year period, made up of a decline in revenue of $12.3 million from existing operations, mostly offset by contributions from business acquisitions of $11.0 million. An 18.4% decline in revenue per truck excluding fuel surcharge was experienced in Q4 2023 compared to Q4 2022, driven by a 7.2% decline in revenue per mile combined with a 12.1% decline in miles per truck.

For the year ended December 31, 2023, TL revenue decreased by $360.7 million, or 18%, from $1,986.3 million in 2022 to $1,625.6 million in 2023. This decrease was mainly due to the impact on revenue from the sale of CFI for $309.7 million combined with a decline in revenue from existing operations of $220.1 million, primarily the result of pricing and lower volumes, and partially offset by the contributions from business acquisitions of $169.0 million.

Operating expenses

For the three months ended December 31, 2023, operating expenses, net of fuel surcharge, increased by $17.1 million, or 5%, from $331.5 million in Q4 2022 to $348.6 million in Q4 2023. This is mainly due to a decrease in operating expenses, net of fuel surcharge, from existing truckload operations of $17.4 million offset by an increase of $34.6 million in operating expenses, net of fuel surcharge, from business acquisitions.

12

Management’s Discussion and Analysis

For the year ended December 31, 2023, TL operating expenses, net of fuel surcharge, decreased by $231.3 million, or 14%, from $1,619.5 million in 2022 to $1,388.2 million in 2023. This is mainly due to a decrease in operating expenses, net of fuel surcharge, of $295.9 million from the sale of CFI, combined with a decrease of $80.3 million from existing operations, and partially offset by an increase of $145.0 million from business acquisitions.

Operating income

Operating income for the TL segment was $50.7 million for the three months ended December 31, 2023, down 29% from $71.8 million in the fourth quarter of 2022. The decrease in operating income was mostly due to a $16.0 million gain on assets held for sale in 2022 as well as lower volume and pricing coming from a softer market. Contributions to operating income from business acquisitions were $2.5 million.

For the year ended December 31, 2023, operating income in the TL segment decreased by $129.5 million, or 35%, from $366.9 million in 2022 to $237.4 million in 2023. The decrease was due to the sale of CFI, which contributed $45.7 million to operating income in 2022, combined with a $107.8 million decrease from existing operations, partially offset by $24.0 million from business acquisitions.

Return on invested capital, a non-IFRS measure, for the Specialized TL segment decreased to 10.3% from 13.4% in the same prior year period. Return on invested capital, a non-IFRS measure, for Canadian based Conventional TL was 12.6%, down from 21.3% for the same prior year period. The decrease is attributable to lower operating income coupled with higher deployed capital from the business acquisitions.

Logistics

(unaudited)	Three months ended December 31				Years ended December 31
(in thousands of U.S. dollars)	2023	%	2022	%	2023	%	2022	%
Total revenue	504,493		394,071		1,697,016		1,763,280
Fuel surcharge	(32,855)		(18,103)		(92,138)		(74,158)
Revenue	471,638	100.0%	375,968	100.0%	1,604,878	100.0%	1,689,122	100.0%
Materials and services expenses (net of fuel    surcharge)	309,079	65.5%	269,625	71.7%	1,102,396	68.7%	1,232,049	72.9%
Personnel expenses	67,034	14.2%	35,770	9.5%	191,146	11.9%	143,505	8.5%
Other operating expenses	26,323	5.6%	27,107	7.2%	103,715	6.5%	134,923	8.0%
Depreciation of property and equipment	1,905	0.4%	333	0.1%	4,094	0.3%	1,460	0.1%
Depreciation of right-of-use assets	4,712	1.0%	3,644	1.0%	16,583	1.0%	14,794	0.9%
Amortization of intangible assets	8,185	1.7%	5,292	1.4%	27,237	1.7%	21,990	1.3%
Gain on sale of rolling stock and equipment	(24)	-0.0%	(7)	-0.0%	(134)	-0.0%	(37)	-0.0%
Gain on derecognition of right-of-use assets	(4)	-0.0%	—	—	(45)	-0.0%	(8)	-0.0%
Gain on sale of land and building	(226)	-0.0%	—	—	(226)	-0.0%	—	—
Operating income	54,654	11.6%	34,204	9.1%	160,112	10.0%	140,446	8.3%
Adjusted EBITDA1	69,230	14.7%	43,473	11.6%	207,800	12.9%	178,690	10.6%
Return on invested capital1		18.8%		21.9%

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

Revenue

For the three months ended December 31, 2023, revenue increased by 95.6 million, or 25%, from $376.0 million in 2022 to $471.6 million in 2023. The increase was from contributions from business acquisitions of $149.9 million, offset by a decrease of $54.2 million, mostly due to lower 3PL volume.

For the year ended December 31, 2023, revenue decreased by 84.2 million, or 5%, from $1,689.1 million in 2022 to $1,604.9 million. Revenue from existing operations decreased by $354.5 million, from which $338.3 million is attributable to the 3PL existing operations offset partially by contributions from business acquisitions of $270.2 million.

Approximately 81% (2022 – 78%) of the Logistics segment’s revenues in the quarter were generated from operations in the U.S. and approximately 19% (2022 – 22%) were generated from operations in Canada.

Operating expenses

For the three months ended December 31, 2023, total operating expenses, net of fuel surcharge increased by $75.2 million, or 22% relative to the same prior year period, from $341.8 million to $417.0 million. The decrease in total operating expenses, net of fuel surcharge, from existing operations was $52.3 million and was offset by an increase of $127.8 million from business acquisitions. Materials and services expenses increased by $39.5 million from which $84.4 million comes from business acquisitions offset by a $44.9 million decrease related to 3PL and last mile volume. Personnel expenses increased $31.3 million, mainly due to business acquisitions of $35.6 million offset partially by a reduction to headcount and commissions in some divisions.

For the year ended December 31, 2023, total operating expenses, net of fuel surcharge decreased by $103.9 million, or 7%, from $1,548.7 million to $1,444.8 million. The decrease in total operating expenses, net of fuel surcharge, from existing operations was $340.5 million and was partially offset by

13

Management’s Discussion and Analysis

an increase of $236.6 million from business acquisitions. This decrease was primarily due to a decrease in materials and services expenses (net of fuel surcharge) of $282.5 million related to revenue and $17.5 million from a reduction in agent commissions in existing operations. Furthermore, litigation settlement in the US last mile division decreased by $12.0 million and personnel expenses decreased $11.4 million mostly related to the headcount reduction.

Operating income

Operating income for the three months ended December 31, 2023, increased by $20.5 million, or 60%, from $34.2 million to $54.7 million, mostly explained by the JHT business acquisition.

For the year ended December 31, 2023, operating income increased by $19.7 million, or 14% as a result of contributions from business acquisitions of $33.7 million, partially offset by a decrease of $14.0 million from existing operations.

The return on invested capital of 18.8% compared to 21.9% in the same prior year period.

LIQUIDITY AND CAPITAL RESOURCES

Sources and uses of cash

(unaudited) (in thousands of U.S. dollars)	Three months ended December 31				Years ended December 31
	2023		2022		2023		2022
Sources of cash:
Net cash from operating activities		302,580		248,348		1,013,839		971,645
Proceeds from sale of property and equipment		11,708		17,685		73,339		128,821
Proceeds from sale of assets held for sale		10,143		33,956		50,280		131,250
Net proceeds from long-term debt		269,082		1,172		558,871		—
Proceeds from the sale of business		—		—		—		546,228
Others		24,096		13,948		126,567		29,682
Total sources		617,609		315,109		1,822,896		1,807,626
Uses of cash:
Purchases of property and equipment		80,643		111,716		361,563		350,824
Business combinations, net of cash acquired		10,114		23,180		628,701		158,251
Net variance in cash and bank indebtedness		256,100		14,915		194,776		120,335
Net repayment of long-term debt		—		—		—		272,030
Repayment of lease liabilities		33,576		31,194		128,107		123,606
Dividends paid		29,983		23,746		121,095		97,321
Repurchase of own shares		169,189		83,497		288,024		567,983
Others		38,004		26,861		100,630		117,276
Total usage		617,609		315,109		1,822,896		1,807,626

Cash flow from operating activities

For the year ended December 31, 2023, net cash from operating activities increased by 4% to $1,013.8 million from $971.6 million in 2022. This increase was due to primarily to an increase in non-cash working capital of $254.1 million, resulting primarily from a decrease in sales which decreased the accounts receivable balance, and in particular the increase in fuel costs in 2022 for which payments must be made much faster than fuel surcharge revenue is received. This was partially offset by the decrease in net income and an unfavorable impact from provisions of $59.7 million.

Cash flow used in investing activities

Property and equipment

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

(unaudited) (in thousands of U.S. dollars)	Three months ended December 31				Years ended December 31
	2023		2022		2023			2022
Additions to property and equipment:
Purchases as stated on cash flow statements		80,643		111,716		361,563			350,824
Non-cash adjustments		—		1,321		(1,316	)		445
		80,643		113,037		360,247			351,269
Additions by category:
Land and buildings		13,622		17,498		77,516			46,928
Rolling stock		60,355		87,306		265,687			286,277
Equipment		6,666		8,233		17,044			18,064
		80,643		113,037		360,247			351,269

14

Management’s Discussion and Analysis

The Company invests in new equipment to maintain its quality of service while minimizing maintenance costs. Its capital expenditures reflect the level of reinvestment required to keep its equipment in good order and to maintain a strategic allocation of its capital resources.

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

(unaudited) (in thousands of U.S. dollars)	Three months ended December 31						Years ended December 31
	2023			2022			2023		2022
Proceeds by category:
Land and buildings		8,428			33,857			48,716		131,684
Rolling stock		13,423			17,727			74,762		126,034
Equipment		—			57			141		2,353
		21,851			51,641			123,619		260,071
Gains (losses) by category:
Land and buildings		4,257			15,945			25,910		77,881
Rolling stock		(2,582	)		7,219			10,372		59,671
Equipment		(3	)		(1,414	)		22		63
		1,672			21,750			36,304		137,615

Business acquisitions

For the year ended December 31, 2023, cash used in business acquisitions, net of cash acquired, totaled $628.7 million to acquire twelve businesses. The business acquisitions include properties valued at $144.3 million. Refer to the section of this report entitled “2023 business acquisitions” and further information can be found in note 5 of the December 31, 2023, audited consolidated financial statements.

Purchase and sale of investments

For the year ended December 31, 2023, $41.7 million was used in the purchase of investments as compared to $80.6 million used in 2022. For the year ended December 31, 2023, $89.2 million of proceeds were generated from the sale of investments as compared to $12.9 million in 2022. These investments were previously elected to be measured at fair value through OCI.

Cash flow used in financing activities

Debt

On August 15, 2023, the Company received $75.0 million in proceeds from the issuance of new debt taking the form of guaranteed senior notes consisting of two tranches maturing on August 19, 2035 and 2038, bearing a fixed interest rate of 5.56% and 5.64%, respectively.

On October 13, 2023, the Company received $500.0 million in proceeds from the issuance of new debt taking the form of unsecured senior notes consisting of 5 tranches with maturities ranging from five to twenty years, bearing interest at a weighted average rate of 6.70%.

NCIB on common shares

Pursuant to the renewal of the normal course issuer bid (“NCIB”), which began on November 2, 2023, and ends 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 December 31, 2023, and since the inception of this NCIB, the Company has repurchased and cancelled 785,140 common shares.

For the year ended December 31, 2023, the Company repurchased 2,609,900 common shares (as compared to 6,368,322 during the same period in 2022) at a weighted average price of $110.36 (as compared to $89.19 in the prior year period) for a total purchase price of $288.0 million (as compared to $568.0 million the prior year period).

15

Management’s Discussion and Analysis

Free cash flow1

(unaudited) (in thousands of U.S. dollars)	Three months ended December 31									Years ended December 31
	2023			2022			2021			2023			2022			2021
Net cash from operating activities		302,580			248,348			190,333			1,013,839			971,645			855,351
Additions to property and equipment		(80,643	)		(111,716	)		(102,595	)		(361,563	)		(350,824	)		(267,173	)
Proceeds from sale of property and equipment		11,708			17,685			22,508			73,339			128,821			92,842
Proceeds from sale of assets held for sale		10,143			33,956			10,503			50,280			131,250			19,869
Free cash flow		243,788			188,273			120,749			775,895			880,892			700,889

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

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

For the year ended December 31, 2023, the Company generated free cash flow of $775.9 million, compared to $880.9 million in 2022, which represents a year-over-year decrease of $105.0 million, or 12%. This decrease was due to reduced proceeds from the sale of assets, as proceeds from the sale of assets held for sale decreased by $81.0 million and proceeds from the sale of property and equipment decreased by $55.5 million. The decrease in the proceeds from the sale of property and equipment was due to less sales of equipment primarily attributable to the sale of CFI and to a softer equipment resale market. These decreases were offset in part by an increase of $42.2 million from net cash from operating activities explained above.

Free cash flow conversion1, which measures the level of capital employed to generate earnings, for the year ended December 31, 2023, of 82.5% compares to 87.7% in the same prior year period.

Based on the December 31, 2023, closing share price of $133.70, the free cash flow1 generated by the Company in the preceding twelve months ($775.9 million, or $9.03 per share) represented a yield of 6.9%. Based on the December 31, 2022, closing share price of $100.24, the free cash flow1 generated by the Company in the preceding twelve months ($880.9 million, or $9.86 per share outstanding) represented a yield of 10.2%.

Financial position

(unaudited) (in thousands of U.S. dollars)	As at December 31, 2023		As at December 31, 2022
Intangible assets		2,019,301		1,592,110
Total assets, less intangible assets1		4,264,319		3,913,720
Long-term debt		1,884,182		1,315,757
Lease liabilities		460,158		413,039
Shareholders' equity		2,591,410		2,463,070
1 This is a non-IFRS measure. For a reconciliation refer to the “Non-IFRS financial measures” section below.

As compared to December 31, 2023, the Company’s financial position has been impacted primarily by business acquisitions, resulting in increases in intangible assets and long-term debt, for which the Company obtained fixed rate debt agreements. The remaining variations are primarily from fluctuations in working capital and exchange rates.

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

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

(unaudited) (in thousands of U.S. dollars)	Total		Less than 1 year		1 to 3 years		3 to 5 years		After 5 years
Unsecured revolving facility – August 2026		23,906		—		23,906		—		—
Unsecured debenture – December 2024		151,023		151,023		—		—		—
Unsecured senior notes – December 2026to October 2043		1,655,000		—		150,000		—		1,505,000
Conditional sales contracts		54,253		22,974		27,396		3,883		—
Lease liabilities		460,158		127,397		179,053		86,241		67,467
Other long-term debt		4,693		354		742		3,596		—
Interest on debt and lease liabilities		791,729		99,486		172,219		126,387		393,637
Total contractual obligations		3,140,761		401,234		553,316		220,107		1,966,104

On August 15, 2023, the Company received $75.0 million in proceeds from the issuance of new debt taking the form of guaranteed senior notes consisting of two tranches maturing on August 19, 2035 and 2038, bearing a fixed interest rate of 5.56% and 5.64%, respectively.

On October 13, 2023, the Company received $500.0 million in proceeds from the issuance of new debt taking the form of unsecured senior notes consisting of 5 tranches with maturities ranging from five to twenty years, bearing interest at a weighted average rate of 6.70%.

16

Management’s Discussion and Analysis

As at December 31, 2023, the Company’s long-term debt is comprised of 99% of fixed rate debt (2022 – 100%) and 1% variable rate debt (2022 – nil).

As at December 31, 2023, the Company has classified the unsecured debenture to short term as repayment is required in December 2024. The Company plans to refund this debt using its existing facilities.

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

(unaudited) Covenants	Requirements	As at December 31, 2023
Funded debt-to- EBITDA ratio [ratio of total debt, net of cash, plus letters of credit and some other long-term liabilities to earnings before interest, income tax, depreciation and amortization (“EBITDA”), including last twelve months adjusted EBITDA from business acquisitions]	< 3.50		1.49
EBITDAR Coverage Ratio [ratio of EBITDAR (EBITDA before rent and including last twelve months adjusted EBITDAR from business acquisitions) to interest and net rent expenses]	> 1.75		5.65

As at December 31, 2023, the Company had $106.2 million of outstanding letters of credit ($66.8 million on December 31, 2022).

As at December 31, 2023, the Company had $62.3 million of purchase commitments and $44.4 million of purchase orders that the Company intends to enter into a lease (December 31, 2022 – $149.8 million and $13.9 million, respectively).

On December 22, 2023, the Company agreed to acquire Daseke, Inc. for $8.30 a common share, subject to approval by holders of a majority of the outstanding shares of Daseke common stock and other customary closing conditions. The total enterprise value of the transaction is approximately $1.1 billion, including the merger consideration for the common stock, retirement of Daseke's outstanding preferred stock, payoff or assumption of outstanding debt, net of cash, and estimated transaction fees and expenses.

Dividends and outstanding share data

Dividends

The Company declared $33.8 million in dividends, or $0.40 per common share, in the fourth quarter of 2023. On February 15, 2024, the Board of Directors approved a quarterly dividend of $0.40 per outstanding common share of the Company’s capital, for an expected aggregate payment of $33.8 million to be paid on April 15, 2024, to shareholders of record at the close of business on March 29, 2024.

Outstanding shares and share-based awards

A total of 84,441,733 common shares were outstanding as at December 31, 2023 (December 31, 2022 – 86,539,559). There was no material change in the Company’s outstanding share capital between December 31, 2023 and February 15, 2024. The average diluted shares for the three months ended December 31, 2023, were 86,074,702 shares as compared to 88,334,333 shares in the same prior year period. The average diluted shares for the year ended December 31, 2023, were 87,054,769 shares as compared to 91,257,679 shares in the same prior year period. This reduction is due to the share repurchases and cancellations.

As at December 31, 2023, the number of outstanding options to acquire common shares issued under the Company’s stock option plan was 789,898 (December 31, 2022 – 1,301,972) of which 789,898 were exercisable (December 31, 2022 – 1,272,811). Each stock option entitles the holder to purchase one common share of the Company at an exercise price based on the volume-weighted average trading price of the Company’s shares for the last five trading days immediately preceding the effective date of the grant.

As at December 31, 2023, the number of restricted share units (‘’RSUs’’) granted under the Company’s equity incentive plan to its senior employees was 191,469 (December 31, 2022 – 272,330). On February 6, 2023, the Board of Directors approved the grant of 55,400 RSUs under the Company’s equity incentive plan. The RSUs will vest in February of the third year following the grant date. Upon satisfaction of the required service period, the plan provides for settlement of the award through shares. On April 26, 2023, the Company granted a total of 7,632 RSUs under the Company's equity incentive plan to the directors as part of 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 $115.51 per unit for the February grant and $117.85 per unit for the April grant.

As at December 31, 2023, the number of performance share units (‘’PSUs’’) granted under the Company’s equity incentive plan to its senior employees was 183,792 (December 31, 2022 – 261,451). On February 6, 2023, the Board of Directors approved the grant of 55,400 PSUs under the Company’s

17

Management’s Discussion and Analysis

equity incentive plan. The PSUs will vest in February of the third year following the grant date. Upon satisfaction of the required service period, the plan provides for settlement of the award through shares.

During the fourth quarter, the outstanding awards remaining under the previous deferred share unit plan for board member were settled. This resulted in a settlement of $30.5 million of which $27.6 million was paid in the quarter and $2.9 million was recorded as a payable and will be paid in Q4 2024.

Legal proceedings

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

OUTLOOK

The North American economic growth forecast from leading economists remains subdued and uncertain due to a variety of factors including elevated interest rates, high inflation, escalating geopolitical conflicts, global supply chain challenges, labor shortages, the U.S. election cycle, and slower growth in many international markets. Despite reduced freight volumes industrywide, TFI International’s diversity across industrial and consumer end markets and multiple modes of transportation, along with the Company’s disciplined approach to operations, helped support results during the fourth quarter. While the macro outlook remains uncertain with the possibility of economic recession in 2024, should the freight cycle instead improve, management believes that its well-timed investments during the weaker market conditions of 2023 should help drive even stronger results into the future.

TFI International remains vigilant in its monitoring for new potential risks that could cause further economic disruption, resulting in additional rounds of declining freight volumes and higher costs that could adversely affect TFI’s operating companies and the markets they serve. Uncertainties include but are not limited to changes in diesel prices, geopolitical risks such as the growing conflict in the Middle East and the ongoing war in Ukraine, labor market conditions and related changes in consumer sentiment that can affect end market demand, policy changes surrounding international trade, environmental mandates, interest rate policies and changes to the tax code in any jurisdictions in which TFI International operates.

While North American economic uncertainty is likely to continue weighing on freight demand dynamics, management believes the Company remains well positioned to navigate these difficult operating conditions, benefiting from its recently further improved financial foundation and strong cash flow, and its lean cost structure that stems from a longstanding focus on profitability, efficiency, network density, customer service, optimal pricing, driver retention and capacity rationalization. TFI also continues to pursue additional material operating improvement opportunities related to the 2021 acquisition of TForce Freight and has opportunities to enhance performance within most of its other operations. Longer term, TFI’s diverse industrial exposure through its specialized TL and LTL segments should continue to benefit from a gradual shift toward domestic manufacturing, while its P&C and Logistics business segments should benefit from the expansion of e-commerce.

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

SUMMARY OF EIGHT MOST RECENT QUARTERLY RESULTS

(in millions of U.S. dollars, except per share data)
	Q4’23		Q3’23		Q2’23		Q1’23		Q4’22		Q3’22		Q2’22		Q1’22
Total revenue		1,968.7		1,911.0		1,791.3		1,850.2		1,956.7		2,242.0		2,422.3		2,191.5
Adjusted EBITDA1		320.9		302.5		300.3		264.2		305.0		348.2		441.9		330.0
Operating income		198.3		200.6		192.4		166.4		216.9		318.4		391.0		219.8
Net income		131.4		133.3		128.2		111.9		153.5		245.2		276.8		147.7
EPS – basic		1.54		1.55		1.49		1.29		1.77		2.78		3.05		1.61
EPS – diluted		1.53		1.54		1.47		1.27		1.74		2.72		3.00		1.57
Adjusted net income1		147.0		136.0		138.9		116.5		151.8		181.2		241.1		157.6
Adjusted EPS -    diluted1		1.71		1.57		1.59		1.33		1.72		2.01		2.61		1.68
1 This is a non-IFRS measure. For a reconciliation refer to the “Non-IFRS financial measures” section below.

18

Management’s Discussion and Analysis

The differences between the quarters are mainly the result of seasonality (softer in Q1) and business acquisitions. The increase in Q3 2022 was due to a gain of $75.7 million gain on the sale of CFI, and the increase in Q2 2022 is due to a $60.9 million gain on the sale of assets held for sale.

NON-IFRS FINANCIAL MEASURES

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

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

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

This MD&A includes references to certain non-IFRS financial measures as described below. These non-IFRS financial measures are not standardized financial measures under IFRS used to prepare the financial statements of the Company to which the measures relate and might not be comparable to similar financial measures disclosed by other issuers. Accordingly, they should not be considered in isolation, in addition to, nor as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. The terms and definitions of non-IFRS measures used in this MD&A and a reconciliation of each non-IFRS measure to the most directly comparable IFRS measure are provided below.

Adjusted net income: Net income or loss excluding amortization of intangible assets related to business acquisitions, net change in the fair value and accretion expense of contingent considerations, net change in the fair value of derivatives, net foreign exchange gain or loss, impairment of intangible assets, bargain purchase gain, gain or loss on sale of land and buildings and assets held for sale, impairment on assets held for sale, gain or loss on the sale of business and directly attributable expense due to the disposal, gain or loss on the disposal of intangible assets and U.S. Tax Reform. In presenting an adjusted net income and adjusted EPS, the Company’s intent is to help provide an understanding of what would have been the net income and earnings per share in a context of significant business combinations and excluding specific impacts and to reflect earnings from a strictly operating perspective. The amortization of intangible assets related to business acquisitions comprises amortization expense of customer relationships, trademarks and non-compete agreements accounted for in business combinations and the income tax effects related to this amortization. Management also believes, that in excluding amortization of intangible assets related to business acquisitions, it provides more information on the amortization of intangible asset expense portion, net of tax, that will not have to be replaced to preserve the Company’s ability to generate similar future cash flows. The Company excludes these items because they affect the comparability of its financial results and could potentially distort the analysis of trends in its business performance. Excluding these items does not imply they are necessarily non-recurring. See reconciliation on page 7.

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

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

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

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

19

Management’s Discussion and Analysis

Consolidated adjusted EBITDA reconciliation:

(unaudited) (in thousands of U.S. dollars)	Three months ended December 31			Years ended December 31
	2023	2022	2021	2023	2022	2021
Net income	131,386	153,494	144,139	504,877	823,232	754,405
Net finance costs	23,263	16,963	21,441	80,871	80,397	73,018
Income tax expense	43,608	46,403	49,399	171,887	242,409	151,806
Depreciation of property and equipment	64,053	56,587	65,294	249,835	248,638	225,007
Depreciation of right-of-use assets	34,901	32,150	31,190	132,112	126,276	112,782
Amortization of intangible assets	16,701	13,262	13,653	60,028	55,679	55,243
(Gain) loss on sale of business	—	2,069	—	3,011	(73,653)	—
Bargain purchase gain	—	—	—	—	—	(283,593)
(Gain) loss on sale of land and buildings	—	—	9	40	(43)	19
(Gain) loss, net of impairment, on sale of assets held for sale	7,026	(15,972)	(6,654)	(14,721)	(77,911)	(12,209)
(Gain) loss on sale of intangible assets	—	—	(5)	—	—	1
Adjusted EBITDA	320,938	304,956	318,466	1,187,940	1,425,024	1,076,479

Segmented adjusted EBITDA reconciliation:

(unaudited) (in thousands of U.S. dollars)	Three months ended December 31		Years ended December 31
	2023	2022	2023	2022
Package and Courier
Operating income	34,711	37,563	114,360	134,306
Depreciation and amortization	6,228	6,372	25,070	26,532
Loss on sale of assets held for sale	—	—	7	—
Adjusted EBITDA	40,939	43,935	139,437	160,838
Less-Than-Truckload
Operating income	71,447	88,240	310,429	470,807
Depreciation and amortization	46,372	38,080	173,684	152,666
(Gain) loss on sale of land and buildings	(1)	(1)	35	—
(Gain) loss, net of impairment, on sale of assets held for sale	7,246	(12)	(10,546)	(55,714)
Adjusted EBITDA	125,064	126,307	473,602	567,759
Truckload
Operating income	50,657	71,842	237,393	366,868
Depreciation and amortization	48,106	48,124	194,761	212,430
(Gain) loss on sale of land and buildings	1	1	5	(43)
(Gain) loss on sale of assets held for sale	6	(15,960)	(3,956)	(22,197)
Adjusted EBITDA	98,770	104,007	428,203	557,058
Logistics
Operating income	54,654	34,204	160,112	140,446
Depreciation and amortization	14,802	9,269	47,914	38,244
Gain on sale of assets held for sale	(226)	—	(226)	—
Adjusted EBITDA	69,230	43,473	207,800	178,690
Corporate
Operating loss	(13,212)	(14,989)	(64,659)	33,611
Depreciation and amortization	147	154	546	721
(Gain) loss on sale of business	—	2,069	3,011	(73,653)
Adjusted EBITDA	(13,065)	(12,766)	(61,102)	(39,321)

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

Annualized dividend is calculated by annualizing the cash outflow of the most recent dividend issued and dividing by the trailing twelve month free cash flow. Management believes that this measure provides insight on the amount of free cash to be used fund the dividend, and consequently what can be used for other purposes. The annualized dividend as at December 31, 2022 was 13.8%.

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

20

Management’s Discussion and Analysis

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

Free cash flowconversion reconciliation:

(unaudited) (in thousands of U.S. dollars)	Three months ended December 31		Years ended December 31
	2023	2022	2023	2022
Net income	131,386	153,494	504,877	823,232
Net finance costs	23,263	16,963	80,871	80,397
Income tax expense	43,608	46,403	171,887	242,409
Depreciation of property and equipment	64,053	56,587	249,835	248,638
Depreciation of right-of-use assets	34,901	32,150	132,112	126,276
Amortization of intangible assets	16,701	13,262	60,028	55,679
(Gain) loss on the sale of business	—	2,069	3,011	(73,653)
(Gain) loss on sale of land and buildings	—	—	40	(43)
(Gain) loss, net of impairment, on sale assets held for sale	7,026	(15,972)	(14,721)	(77,911)
Adjusted EBITDA	320,938	304,956	1,187,940	1,425,024
Net capital expenditures	(53,598)	(77,755)	(207,828)	(175,954)
Adjusted EBITDA less net capital expenditures	267,340	227,201	980,112	1,249,070
Free cash flow conversion	83.3%	74.5%	82.5%	87.7%

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

(unaudited) (in thousands of U.S. dollars)	Package  and  Courier		Less- Than-Truckload		Truckload		Logistics		Corporate		Eliminations		Total
As at December 31, 2023
Total assets		359,177		2,329,677		2,004,163		1,140,174		450,429		-		6,283,620
Intangible assets		183,841		194,782		857,666		782,923		89		-		2,019,301
Total assets less intangible assets		175,336		2,134,895		1,146,497		357,251		450,340		-		4,264,319
As at December 31, 2022
Total assets		362,724		2,275,672		1,861,093		731,564		274,777		-		5,505,830
Intangible assets		180,119		167,798		775,464		468,547		182		-		1,592,110
Total assets less intangible assets		182,605		2,107,874		1,085,629		263,017		274,595		-		3,913,720

21

Management’s Discussion and Analysis

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

(unaudited) (in thousands of U.S. dollars)	Package  and  Courier			Less- Than-Truckload			Truckload			Logistics			Corporate		Eliminations	Total
Three months ended December 31, 2023
Additions to rolling stock		5,940			40,970			11,821			1,624			-			60,355
Additions to equipment		4,059			310			1,887			281			129			6,666
Proceeds from the sale of rolling stock		(427	)		(3,900	)		(8,983	)		(113	)		-			(13,423	)
Proceeds from the sale of equipment		-			-			-			-			-			-
Net capital expenditures		9,572			37,380			4,725			1,792			129			53,598
Three months ended December 31, 2022
Additions to rolling stock		5,786			58,353			23,167			-			-			87,306
Additions to equipment		579			5,025			2,134			437			58			8,233
Proceeds from the sale of rolling stock		(320	)		(6,399	)		(11,252	)		(115	)		-			(18,086	)
Proceeds from the sale of equipment		-			294			199			(191	)		-			302
Net capital expenditures		6,045			57,273			14,248			131			58			77,755
Year ended December 31, 2023
Additions to rolling stock		15,318			175,640			72,000			2,729			-			265,687
Additions to equipment		6,212			3,174			6,078			1,342			238			17,044
Proceeds from the sale of rolling stock		(1,595	)		(23,871	)		(48,962	)		(334	)		-			(74,762	)
Proceeds from the sale of equipment		-			(111	)		(18	)		(12	)		-			(141	)
Net capital expenditures		19,935			154,832			29,098			3,725			238			207,828
Year ended December 31, 2022
Additions to rolling stock		9,991			134,898			141,388			-			-			286,277
Additions to equipment		2,227			10,888			3,747			1,032			170			18,064
Proceeds from the sale of rolling stock		(1,579	)		(13,067	)		(111,582	)		(165	)		-			(126,393	)
Proceeds from the sale of equipment		(3	)		95			(1,895	)		(191	)		-			(1,994	)
Net capital expenditures		10,636			132,814			31,658			676			170			175,954

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

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

Consolidated adjusted operating ratio reconciliation:

(unaudited) (in thousands of U.S. dollars)	Three months ended December 31			Years ended December 31
	2023	2022	2021	2023	2022	2021
Operating expenses	1,770,421	1,739,834	1,925,935	6,763,532	7,666,453	6,241,200
Gain (loss) on sale of business	—	(2,069)	—	(3,011)	73,653	—
Bargain purchase gain	—	—	—	—	—	283,593
Gain (loss) on sale of land and building	—	—	(9)	(40)	43	(19)
Gain (loss), net of impairment, on sale of assets held for sale	(7,026)	15,972	6,654	14,721	77,911	12,209
Gain (loss) on disposal of intangible assets	—	—	5	—	—	(1)
Adjusted operating expenses	1,763,395	1,753,737	1,932,585	6,775,202	7,818,060	6,536,982
Fuel surcharge revenue	(294,564)	(340,199)	(252,491)	(1,104,281)	(1,455,427)	(751,644)
Adjusted operating expenses, net of fuel surcharge revenue	1,468,831	1,413,538	1,680,094	5,670,921	6,362,633	5,785,338
Revenue before fuel surcharge	1,674,114	1,616,495	1,888,423	6,416,886	7,357,064	6,468,785
Adjusted operating ratio	87.7%	87.4%	89.0%	88.4%	86.5%	89.4%

22

Management’s Discussion and Analysis

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

(unaudited) (in thousands of U.S. dollars)	Three months ended December 31		Years ended December 31
	2023	2022	2023	2022
Less-Than-Truckload
Total revenue	846,410	903,713	3,368,567	4,023,163
Total operating expenses	774,963	815,473	3,058,138	3,552,356
Operating income	71,447	88,240	310,429	470,807
Operating expenses	774,963	815,473	3,058,138	3,552,356
Gain (loss) on sale of land and buildings	1	1	(35)	—
Gain (loss), net of impairment, on sale of assets held for sale	(7,246)	12	10,546	55,714
Adjusted operating expenses	767,718	815,486	3,068,649	3,608,070
Fuel surcharge revenue	(150,480)	(182,930)	(591,258)	(779,606)
Adjusted operating expenses, net of fuel surcharge revenue	617,238	632,556	2,477,391	2,828,464
Revenue before fuel surcharge	695,930	720,783	2,777,309	3,243,557
Adjusted operating ratio	88.7%	87.8%	89.2%	87.2%
Less-Than-Truckload - Revenue before fuel surcharge
U.S. based LTL	562,666	601,436	2,262,987	2,709,762
Canadian based LTL	138,241	123,176	531,784	548,012
Eliminations	(4,977)	(3,829)	(17,462)	(14,217)
	695,930	720,783	2,777,309	3,243,557
Less-Than-Truckload - Fuel surcharge revenue
U.S. based LTL	112,079	142,180	447,820	615,840
Canadian based LTL	39,388	41,051	147,247	165,185
Eliminations	(987)	(301)	(3,809)	(1,419)
	150,480	182,930	591,258	779,606
Less-Than-Truckload - Operating income (loss)
U.S. based LTL	43,627	57,819	186,231	327,793
Canadian based LTL	27,820	30,421	124,198	143,014
	71,447	88,240	310,429	470,807
U.S. based LTL
Operating expenses*	631,118	685,797	2,524,576	2,997,809
Gain (loss) on sale of land and buildings	1	-	(35)	-
Gain (loss), net of impairment, on sale of assets held for sale	(7,247)	-	10,549	55,054
Adjusted operating expenses	623,872	685,797	2,535,090	3,052,863
Fuel surcharge revenue	(112,079)	(142,180)	(447,820)	(615,840)
Adjusted operating expenses, net of fuel surcharge	511,793	543,617	2,087,270	2,437,023
Revenue before fuel surcharge	562,666	601,436	2,262,987	2,709,762
Adjusted operating ratio	91.0%	90.4%	92.2%	89.9%
Canadian based LTL
Operating expenses*	149,809	133,806	554,833	570,183
Gain on sale of land and buildings	-	1	-	-
Gain (loss), net of impairment, on sale of assets held for sale	1	12	(3)	660
Adjusted operating expenses	149,810	133,819	554,830	570,843
Fuel surcharge revenue	(39,388)	(41,051)	(147,247)	(165,185)
Adjusted operating expenses, net of fuel surcharge	110,422	92,768	407,583	405,658
Revenue before fuel surcharge	138,241	123,176	531,784	548,012
Adjusted operating ratio	79.9%	75.3%	76.6%	74.0%

* Operating expenses excluding intra LTL eliminations

23

Management’s Discussion and Analysis

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

(unaudited) (in thousands of U.S. dollars)	Three months ended December 31						Years ended December 31
	2023			2022			2023			2022
Truckload
Total revenue		479,596			502,784			1,936,038			2,451,038
Total operating expenses		428,939			430,942			1,698,645			2,084,170
Operating income		50,657			71,842			237,393			366,868
Operating expenses		428,939			430,942			1,698,645			2,084,170
Gain (loss) on sale of land and buildings		(1	)		(1	)		(5	)		43
Gain (loss) on sale of assets held for sale		(6	)		15,960			3,956			22,197
Adjusted operating expenses		428,932			446,901			1,702,596			2,106,410
Fuel surcharge revenue		(80,319	)		(99,433	)		(310,446	)		(464,707	)
Adjusted operating expenses, net of fuel surcharge revenue		348,613			347,468			1,392,150			1,641,703
Revenue before fuel surcharge		399,277			403,351			1,625,592			1,986,331
Adjusted operating ratio		87.3	%		86.1	%		85.6	%		82.7	%
Truckload - Revenue before fuel surcharge
U.S. based Conventional TL		—			—			—			310,026
Canadian based Conventional TL		77,815			79,101			311,838			322,553
Specialized TL		323,952			325,493			1,323,083			1,362,390
Eliminations		(2,490	)		(1,243	)		(9,329	)		(8,638	)
		399,277			403,351			1,625,592			1,986,331
Truckload - Fuel surcharge revenue
U.S. based Conventional TL		—			—			—			82,059
Canadian based Conventional TL		15,287			17,307			57,447			62,929
Specialized TL		65,366			82,288			254,161			321,362
Eliminations		(334	)		(162	)		(1,162	)		(1,643	)
		80,319			99,433			310,446			464,707
Truckload - Operating income
U.S. based Conventional TL		—			—			—			46,133
Canadian based Conventional TL		8,584			30,463			45,004			84,321
Specialized TL		42,073			41,379			192,389			236,414
		50,657			71,842			237,393			366,868
U.S. based Conventional TL
Operating expenses*		—			—			—			345,952
Fuel surcharge revenue		—			—			—			(82,059	)
Adjusted operating expenses, net of fuel surcharge revenue		—			—			—			263,893
Revenue before fuel surcharge		—			—			—			310,026
Adjusted operating ratio		—			—			—			85.1	%
Canadian based Conventional TL
Operating expenses*		84,518			65,945			324,281			301,161
Gain on sale of land and buildings		—			—			—			43
Gain on sale of assets held for sale		—			15,485			—			15,486
Adjusted operating expenses		84,518			81,430			324,281			316,690
Fuel surcharge revenue		(15,287	)		(17,307	)		(57,447	)		(62,929	)
Adjusted operating expenses, net of fuel surcharge revenue		69,231			64,123			266,834			253,761
Revenue before fuel surcharge		77,815			79,101			311,838			322,553
Adjusted operating ratio		89.0	%		81.1	%		85.6	%		78.7	%
Specialized TL
Operating expenses*		347,245			366,402			1,384,855			1,447,338
Loss on sale of land and buildings		(1	)		(1	)		(5	)		—
Gain (loss) on sale of assets held for sale		(6	)		475			3,956			6,711
Adjusted operating expenses		347,238			366,876			1,388,806			1,454,049
Fuel surcharge revenue		(65,366	)		(82,288	)		(254,161	)		(321,362	)
Adjusted operating expenses, net of fuel surcharge revenue		281,872			284,588			1,134,645			1,132,687
Revenue before fuel surcharge		323,952			325,493			1,323,083			1,362,390
Adjusted operating ratio		87.0	%		87.4	%		85.8	%		83.1	%
* Operating expenses excluding intra TL eliminations

24

Management’s Discussion and Analysis

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

Return on invested capital segment reconciliation:
(unaudited) (in thousands of U.S. dollars)	As at December 31
	2023			2022
Package and Courier
Operating income		114,360			134,306
Loss on sale of assets held for sale		7			—
Amortization of intangible assets		627			645
Operating income, net of exclusions		114,994			134,951
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		84,521			99,189
Intangible assets		183,841			180,119
Total assets, excluding intangible assets		175,336			182,605
less: Trade and other payables, income taxes payable and provisions		(53,870	)		(67,428	)
Total invested capital, current year		305,307			295,296
Intangible assets, prior year		180,119			193,765
Total assets, excluding intangible assets, prior year		182,605			186,116
less: Trade and other payables, income taxes payable and provisions, prior year		(67,428	)		(65,438	)
Total invested capital, prior year		295,296			314,443
Average invested capital		300,302			304,870
Return on invested capital		28.1	%		32.5	%
Less-Than-Truckload - Canadian based LTL
Operating income		124,198			143,014
(Gain) loss on sale of assets held for sale		3			(660	)
Amortization of intangible assets		7,531			7,713
Operating income, net of exclusions		131,732			150,067
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		96,823			110,299
Intangible assets		184,025			162,397
Total assets, excluding intangible assets		418,217			352,949
less: Trade and other payables, income taxes payable and provisions		(78,384	)		(77,439	)
Total invested capital, current year		523,858			437,907
Intangible assets, prior year		162,397			182,084
Total assets, excluding intangible assets, prior year		352,949			373,655
less: Trade and other payables, income taxes payable and provisions, prior year		(77,439	)		(74,241	)
Total invested capital, prior year		437,907			481,498
Average invested capital		480,883			459,703
Return on invested capital		20.1	%		24.0	%

25

Management’s Discussion and Analysis

Return on invested capital segment reconciliation (continued):
(unaudited) (in thousands of U.S. dollars)	As at December 31
	2023			2022
Truckload - Canadian based Conventional TL
Operating income		45,004			84,321
Gain on sale of land and buildings		—			(43	)
Gain on sale of assets held for sale		—			(15,486	)
Amortization of intangible assets		2,133			1,958
Operating income, net of exclusions		47,137			70,750
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		34,646			52,001
Intangible assets		121,871			96,941
Total assets, excluding intangible assets		210,872			185,740
less: Trade and other payables, income taxes payable and provisions		(26,866	)		(40,671	)
Total invested capital, current year		305,877			242,010
Intangible assets, prior year		96,941			104,947
Total assets, excluding intangible assets, prior year		185,740			169,197
less: Trade and other payables, income taxes payable and provisions, prior year		(40,671	)		(28,473	)
Total invested capital, prior year		242,010			245,671
Average invested capital		273,944			243,841
Return on invested capital		12.6	%		21.3	%
Truckload - Specialized TL
Operating income		192,389			236,414
Loss on sale of land and buildings		5			—
Gain on sale of assets held for sale		(3,956	)		(6,711	)
Amortization of intangible assets		21,036			20,495
Operating income, net of exclusions		209,474			250,198
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		153,963			183,896
Intangible assets		735,795			678,522
Total assets, excluding intangible assets		935,625			906,564
less: Trade and other payables, income taxes payable and provisions		(124,538	)		(151,097	)
Total invested capital, current year		1,546,882			1,433,989
Intangible assets, prior year		678,522			658,692
Total assets, excluding intangible assets, prior year		906,564			791,293
less: Trade and other payables, income taxes payable and provisions, prior year		(151,097	)		(139,683	)
Total invested capital, prior year		1,433,989			1,310,302
Average invested capital		1,490,436			1,372,146
Return on invested capital		10.3	%		13.4	%
Logistics
Operating income		160,112			140,446
Gain on sale of assets held for sale		(226	)		—
Amortization of intangible assets		27,237			21,990
Operating income, net of exclusions		187,123			162,436
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		137,535			119,390
Intangible assets		782,923			468,547
Total assets, excluding intangible assets		357,251			263,550
less: Trade and other payables, income taxes payable and provisions		(220,328	)		(186,557	)
Total invested capital, current year		919,846			545,540
Intangible assets, prior year		468,547			454,612
Total assets, excluding intangible assets, prior year		263,550			292,026
less: Trade and other payables, income taxes payable and provisions, prior year		(186,557	)		(199,967	)
Total invested capital, prior year		545,540			546,671
Average invested capital		732,693			546,106
Return on invested capital		18.8	%		21.9	%

26

Management’s Discussion and Analysis

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

(unaudited) (in thousands of U.S. dollars)	As at December 31
	2023			2022
Less-Than-Truckload - U.S. based LTL
Operating income		186,231			327,793
Loss on sale of land and buildings		35			8
Gain on sale of assets held for sale		(10,549	)		(55,054	)
Amortization of intangible assets		1,353			1,118
Operating income, net of exclusions		177,070			273,865
Income tax		26.5	%		26.5	%
Operating income net of exclusions, after tax		130,146			201,291
Intangible assets		10,757			5,401
Total assets, excluding intangible assets		1,445,085			1,483,288
less: Total liabilities		(571,468	)		(637,340	)
Total invested capital, current year		884,374			851,349
Total invested capital, acquisition price		838,910			838,910
Average invested capital		861,642			845,130
Return on invested capital		15.1	%		23.8	%

27

Management’s Discussion and Analysis

RISKS AND UNCERTAINTIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

28

Management’s Discussion and Analysis

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

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

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

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

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

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

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

29

Management’s Discussion and Analysis

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

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

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

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

30

Management’s Discussion and Analysis

contaminated or are found to cause illness and/or death, the Company could be subject to substantial fines, lawsuits, penalties and/or criminal and civil liability, any of which could have a material adverse effect on the Company’s business, financial condition, and results of operations.

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

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

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

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

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

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

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

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

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

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

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

•truck and trailer vendors may reduce their manufacturing output in response to lower demand for their products in economic downturns or shortages of component parts, including the current shortage of semiconductors and other components and supplies, such as steel, which may materially

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Management’s Discussion and Analysis

adversely affect the Company’s ability to purchase a quantity of new revenue equipment that is sufficient to sustain its desired growth rate and negatively impact the Company’s financial results if it incurs higher costs to purchase trucks and trailers; and

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

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

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

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

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

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

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

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

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

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

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

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

The Company is subject to cost increases that are outside the Company’s control that could materially reduce the Company’s profitability if it is unable to increase its rates sufficiently. Such cost increases include, but are not limited to, increases in fuel and energy prices, driver and office employee wages, purchased transportation costs, taxes, interest rates, tolls, license and registration fees, insurance premiums and claims, revenue equipment and related maintenance, and tires and other components. Strikes or other work stoppages at the Company’s service centers or at customer, port, border or other shipping locations, deterioration of Canadian, U.S. or Mexican transportation infrastructure and reduced investment in such infrastructure, or actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action against a foreign state or group located in a foreign state or heightened security requirements could lead to wear, tear and damage to the Company’s equipment, driver dissatisfaction, reduced economic demand,

32

Management’s Discussion and Analysis

reduced availability of credit, increased prices for fuel or temporary closing of the shipping locations or borders between Canada, the United States and Mexico. Further, the Company may not be able to appropriately adjust its costs and staffing levels to meet changing market demands. In periods of rapid change, it is more difficult to match the Company’s staffing level to its business needs.

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

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

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

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

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

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

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

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

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

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Management’s Discussion and Analysis

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

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

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

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

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

The Company accrues the costs of the uninsured portion of pending claims based on estimates derived from the Company’s evaluation of the nature and severity of individual claims and an estimate of future claims development based upon historical claims development trends. Actual settlement of the Company’s retained claim liabilities could differ from its estimates due to a number of uncertainties, including evaluation of severity, legal costs and claims that have been incurred but not reported. Due to the Company’s high retained amounts, it has significant exposure to fluctuations in the number and severity of claims. If the Company were required to accrue or pay additional amounts because its estimates are revised or the claims ultimately prove to be more severe than originally assessed, its financial condition and results of operations may be materially adversely affected.

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

34

Management’s Discussion and Analysis

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

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

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

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

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

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

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

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

The Company has limited experience with unionized employees in the U.S. There may be additional risks related to the increased number of unionized U.S. employees from the acquisition of UPS Freight. The impact the Company’s unionized operations could have on non-unionized operations is uncertain. On July 13, 2023, the Company reached an agreement with the US International Brotherhood of Teamster Union for the renewal of the Collective Bargaining Agreement. This new five-year agreement is subject to ratification by the employees.

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

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

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

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

35

Management’s Discussion and Analysis

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

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

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

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

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

Acquisitions and Integration Risks. Historically, acquisitions have been a part of the Company’s growth strategy. The Company may not be able to successfully integrate acquisitions into the Company’s business, or may incur significant unexpected costs in doing so. Further, the process of integrating

36

Management’s Discussion and Analysis

acquired businesses may be disruptive to the Company’s existing business and may cause an interruption or reduction of the Company’s business as a result of the following factors, among others:

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

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

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

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

•unanticipated environmental or other liabilities;

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

•failure to coordinate geographically dispersed organizations; and

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

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

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

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

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

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

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

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

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

The Company continues to review acquisition and investment opportunities in order to acquire companies and assets that meet the Company’s investment criteria, some of which may be significant. Depending on the number of acquisitions and investments and funding requirements, the Company may need to raise substantial additional capital and increase the Company’s indebtedness. Instability or disruptions in the capital markets, including credit markets, or the deterioration of the Company’s financial condition due to internal or external factors, could restrict or prohibit access to the capital markets and could also increase the Company’s cost of capital. To the extent the Company raises additional capital through the sale of equity, equity-linked or convertible debt securities, the issuance of such securities could result in dilution to the Company’s existing shareholders. If the Company raises additional funds through the issuance of debt securities, the terms of such debt could impose additional restrictions and costs on the Company’s operations. Additional capital, if required, may not be available on acceptable terms or at all. If the Company is unable to obtain additional capital at a reasonable cost, the Company may be required to forego potential acquisitions, which could impair the execution of the Company’s growth strategy.

The Company routinely evaluates its operations and considers opportunities to divest certain of its assets. In addition, the Company faces competition for acquisition opportunities. This external competition may hinder the Company’s ability to identify and/or consummate future acquisitions successfully. There

37

Management’s Discussion and Analysis

is also a risk of impairment of acquired goodwill and intangible assets. This risk of impairment to goodwill and intangible assets exists because the assumptions used in the initial valuation, such as interest rates or forecasted cash flows, may change when testing for impairment is required.

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

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

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

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

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

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

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

Dependence on Third Parties. Certain portions of the Company’s business are dependent upon the services of third-party capacity providers, including other transportation companies. For that portion of the Company’s business, the Company does not own or control the transportation assets that deliver the customers’ freight, and the Company does not employ the people directly involved in delivering the freight. This reliance could cause delays in reporting certain events, including recognizing revenue and claims. These third-party providers seek other freight opportunities and may require increased

38

Management’s Discussion and Analysis

compensation in times of improved freight demand or tight trucking capacity. The Company’s inability to secure the services of these third parties could significantly limit the Company’s ability to serve its customers on competitive terms. Additionally, if the Company is unable to secure sufficient equipment or other transportation services to meet the Company’s commitments to its customers or provide the Company’s services on competitive terms, the Company’s operating results could be materially and adversely affected. The Company’s ability to secure sufficient equipment or other transportation services is affected by many risks beyond the Company’s control, including equipment shortages in the transportation industry, particularly among contracted carriers, interruptions in service due to labor disputes, changes in regulations impacting transportation and changes in transportation rates.

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

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

The Company’s indebtedness may increase from time to time in the future for various reasons, including fluctuations in results of operations, capital expenditures and potential acquisitions. The agreements governing the Company’s indebtedness, including the Credit Facility and the Term Loan, mature on various dates, ranging from 2024 to 2043. There can be no assurance that such agreements governing the Company’s indebtedness will be renewed or refinanced, or if renewed or refinanced, that the renewal or refinancing will occur on equally favorable terms to the Company. The Company’s ability to pay dividends to shareholders and ability to purchase new revenue equipment may be adversely affected if the Company is not able to renew the Credit Facility or the Term Loan or arrange refinancing of any indebtedness, or if such renewal or refinancing, as the case may be, occurs on terms materially less favorable to the Company than at present. If the Company is unable to generate sufficient cash flow from operations and obtain financing on terms favorable to the Company in the future, the Company may have to limit the Company’s fleet size, enter into less favorable financing arrangements or operate the Company’s revenue equipment for longer periods, any of which may have a material adverse effect on the Company’s operations.

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

The Company is subject to risk with respect to higher prices for new equipment for its trucking operations. The Company has experienced an increase in prices for new trucks in recent years, and the resale value of the trucks has not increased to the same extent. Prices have increased and may continue to increase, due to, among other reasons, (i) increases in commodity prices; (ii) U.S. government regulations applicable to newly-manufactured trucks, trailers and diesel engines; (iii) the pricing discretion of equipment manufacturers; and (iv) component and supply chain issues that limit availability of new equipment and increase prices. Increased regulation has increased the cost of the Company’s new trucks and could impair equipment productivity, in some cases, resulting in lower fuel mileage, and increasing the Company’s operating expenses. Further regulations with stricter emissions and efficiency requirements have been proposed that would further increase the Company’s costs and impair equipment productivity. These adverse effects, combined with the uncertainty as to the reliability of the vehicles equipped with the newly designed diesel engines and the residual values realized from the disposition of these vehicles could increase the Company’s costs or otherwise adversely affect the Company’s business or operations as the regulations become effective. Over the past several years, some manufacturers have significantly increased new equipment prices, in part to meet new engine design and operations requirements. Furthermore, future use of autonomous trucks could increase the price of new trucks and decrease the value of used non-autonomous trucks. The Company’s business could be harmed if it is unable to continue to obtain an adequate supply of new trucks and trailers for these

39

Management’s Discussion and Analysis

or other reasons. As a result, the Company expects to continue to pay increased prices for equipment and incur additional expenses for the foreseeable future.

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

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

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

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

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

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

Customer and Credit Risks. The Company provides services to clients primarily in Canada, the United States and Mexico. The concentration of credit risk to which the Company is exposed is limited due to the significant number of customers that make up its client base and their distribution across different geographic areas. Furthermore, no client accounted for more than 5% of the Company’s total accounts receivable for the year ended December 31, 2023. Generally, the Company does not have long-term contracts with its major customers. Accordingly, in response to economic conditions, supply and demand factors in the industry, the Company’s performance, the Company’s customers’ internal initiatives or other factors, the Company’s customers may reduce or eliminate their use of the Company’s services, or may threaten to do so in order to gain pricing and other concessions from the Company.

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

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

Information Systems. The Company depends heavily on the proper functioning, availability and security of the Company’s information and communication systems, including financial reporting and operating systems, in operating the Company’s business. The Company’s operating system is critical to understanding customer demands, accepting and planning loads, dispatching equipment and drivers and billing and collecting for the Company’s services.

40

Management’s Discussion and Analysis

The Company’s financial reporting system is critical to producing accurate and timely financial statements and analyzing business information to help the Company manage its business effectively. The Company receives and transmits confidential data with and among its customers, drivers, vendors, employees and service providers in the normal course of business.

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

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

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

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

Material Transactions. The Company has acquired numerous companies pursuant to its acquisition strategy and, in addition, has sold business units, including the sale in February 2016 of its then-Waste Management segment for CAD $800 million. The Company buys and sells business units in the normal course of its business. Accordingly, at any given time, the Company may consider, or be in the process of negotiating, a number of potential acquisitions and dispositions, some of which may be material in size. In connection with such potential transactions, the Company regularly enters into non-disclosure or confidentiality agreements, indicative term sheets, non-binding letters of intent and other similar agreements with potential sellers and buyers, and conducts extensive due diligence as applicable. These potential transactions may relate to some or all of the Company’s four reportable segments, that is, TL, Logistics, LTL, and Package and Courier. The Company’s active acquisition and disposition strategy requires a significant amount of management time and resources. Although the Company complies with its disclosure obligations under applicable securities laws, the announcement

41

Management’s Discussion and Analysis

of any material transaction by the Company (or rumors thereof, even if unfounded) could result in volatility in the market price and trading volume of the Common Shares. Further, the Company cannot predict the reaction of the market, or of the Company’s stakeholders, customers or competitors, to the announcement of any such material transaction or to rumors thereof.

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

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities, the disclosures about contingent assets and liabilities, and the reported amounts of revenues and expenses. Such estimates include establishing the fair value of intangible assets related to business combinations, determining estimates and assumptions related to impairment tests for goodwill, determining estimates and assumptions related to the accrued benefit obligation, and determining estimates and assumptions related to the evaluation of provisions for self-insurance and litigations. These estimates and assumptions are based on management’s best estimates and judgments. Key drivers in critical estimates are as follows:

Fair value of intangible assets related to business combinations

•Projected future cash flows

•Acquisition specific discount rate

•Attrition rate established from historical trends

Accrued benefit obligation

•Discount rates

•Salary growth

•Mortality tables

Self-Insurance and litigations

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

•Third party evaluations

Management 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.

CHANGES IN ACCOUNTING POLICIES

Adopted during the period

The following new standards, and amendments to standards and interpretations, are effective for the first time beginning on or after January 1, 2023, and have been applied in preparing the audited consolidated financial statements:

Definition of Accounting Estimates (Amendments to IAS 8)

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

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Management’s Discussion and Analysis

To be adopted in future periods

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

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

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

Further information can be found in note 3 of the December 31, 2023, audited consolidated financial statements.

CONTROLS AND PROCEDURES

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

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

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

Disclosure controls and procedures

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

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

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

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

Management’s Annual Report on Internal Controls over Financial Reporting

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

As at December 31, 2023, an evaluation was carried out, under the supervision of the CEO and the CFO, of the effectiveness of the Company’s internal control over financial reporting. Based on this evaluation, the CEO and the CFO concluded that the Company’s internal control over financial reporting were appropriately designed and operating effectively as at December 31, 2023. The control framework used to design the Company’s internal controls over financial reporting is based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) on Internal Control – Integrated Framework (2013 framework).

The Company's internal controls over financial reporting as of December 31, 2023 has been audited by KPMG LLP, the Company’s registered public accounting firm that audited the consolidated financial statements and is included with the Company’s consolidated financial statements. KPMG LLP has concluded the Company has maintained effective internal control over financial reporting as of December 31, 2023.

Limitation on scope of design

As permitted under the relevant securities rules, the Company has limited the scope of its evaluation of disclosure controls and procedures and internal control over financial reporting to exclude controls, policies and procedures of JHT as it was not acquired more than 365 days before the end of the

43

Management’s Discussion and Analysis

financial period to which the CEO and CFO certificates relate. For the year ended December 31, 2023, JHT constituted 3.3% of current assets, 7.2% of long term assets, 4.3% of current liabilities, 3.1% of long term liabilities, 3.0% of revenue, and 4.5% of net income.

The Company is required to and will include JHT in its disclosure controls and procedures and internal controls over financial reporting beginning in the third quarter of 2024.

Changes in internal controls over financial reporting

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

44

EX-99.4

Exhibit 99.4

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alain Bédard, certify that:

1. I have reviewed this annual report on Form 40-F of TFI International Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: February 16, 2024

/s/ Alain Bédard

Name: Alain Bédard

Title: Chairman of the Board, President and Chief Executive Officer

(Principal Executive Officer)

EX-99.5

Exhibit 99.5

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Saperstein, certify that:

1. I have reviewed this annual report on Form 40-F of TFI International Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: February 16, 2024

/s/ David Saperstein

Name: David Saperstein

Title: Chief Financial Officer

(Principal Financial Officer)

EX-99.6

Exhibit 99.6

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of TFI International Inc. (the “Company”) on Form 40-F for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alain Bédard, Chairman of the Board, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 16, 2024

/s/ Alain Bédard

Name: Alain Bédard

Title: Chairman of the Board, President and Chief Executive Officer

(Principal Executive Officer)

EX-99.7

Exhibit 99.7

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of TFI International Inc. (the “Company”) on Form 40-F for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Saperstein, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 16, 2024

/s/ David Saperstein

Name: David Saperstein

Title: Chief Financial Officer

(Principal Financial Officer)

EX-99.8

 

KPMG LLP Telephone (514) 840-2100

600 de Maisonneuve Blvd. West Fax (514) 840-2187

Suite 1500, Tour KPMG Internet www.kpmg.ca

Montréal (Québec) H3A 0A3

Canada

Exhibit 99.8

Consent of Independent Registered Public Accounting Firm

To the Board of Directors of TFI International Inc.

We consent to the use of our reports dated February 15, 2024, with respect to the consolidated financial statements of TFI International Inc. which comprise the consolidated statements of financial position as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, and the related notes, and on the effectiveness of internal control over financial reporting as of December 31, 2023, which reports appear in the Annual Report on Form 40-F of TFI International Inc. for the year ended December 31, 2023.

/s/ KPMG LLP

Montréal, Canada

February 16, 2024

XML

Cover Page	12 Months Ended
	Dec. 31, 2023 shares
Document Information [Line Items]
Document Type	40-F
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Registrant Name	TFI INTERNATIONAL INC.
Entity Central Index Key	0001588823
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Common Stock, Shares Outstanding	84,441,733
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Shares
Trading Symbol	TFII
Security Exchange Name	NYSE
Entity File Number	001-39224
Entity Incorporation, State or Country Code	Z4
Entity Primary SIC Number	4210
Entity Address, Address Line One	8801 Trans-Canada Highway
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Saint-Laurent
Entity Address, State or Province	QC
Entity Address, Postal Zip Code	H4S 1Z6
Entity Address, Country	CA
City Area Code	514
Local Phone Number	331-4000
Document Annual Report	true
Annual Information Form	true
Audited Annual Financial Statements	true
Document Registration Statement	false
Auditor Name	KPMG LLP
Auditor Firm ID	85
Auditor Location	Montreal, QC, Canada
Business Contact
Document Information [Line Items]
Entity Address, Address Line One	County of New Castle
Entity Address, Address Line Two	251 Little Falls Drive
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19808
City Area Code	866
Local Phone Number	927-9800
Contact Personnel Name	Corporation Service Company

XML

Consolidated Statements of Financial Position - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets
Cash and cash equivalents	$ 335,556	$ 147,117
Trade and other receivables	894,771	1,030,726
Inventoried supplies	23,964	24,181
Current taxes recoverable	23,637	12,788
Prepaid expenses	56,269	38,501
Assets held for sale	1,802	10,250
Current assets	1,335,999	1,263,563
Property and equipment	2,415,472	2,131,955
Right-of-use assets	425,630	381,640
Intangible assets	2,019,301	1,592,110
Investments	50,209	85,964
Employee benefits	0	4,359
Other assets	16,394	19,192
Deferred tax assets	20,615	27,047
Non-current assets	4,947,621	4,242,267
Total assets	6,283,620	5,505,830
Liabilities
Trade and other payables	671,936	708,768
Current taxes payable	2,442	41,714
Provisions	66,565	43,903
Other financial liabilities	23,420	19,275
Long-term debt	174,351	37,087
Lease liabilities	127,397	115,934
Current liabilities	1,066,111	966,681
Long-term debt	1,709,831	1,278,670
Lease liabilities	332,761	297,105
Employee benefits	53,231	0
Provisions	93,335	131,736
Other financial liabilities	3,699	382
Deferred tax liabilities	433,242	368,186
Non-current liabilities	2,626,099	2,076,079
Total liabilities	3,692,210	3,042,760
Equity
Share capital	1,107,290	1,089,229
Contributed surplus	37,684	41,491
Accumulated other comprehensive income	(200,539)	(233,321)
Retained earnings	1,646,975	1,565,671
Total equity	2,591,410	2,463,070
Total liabilities and equity	$ 6,283,620	$ 5,505,830

XML

Consolidated Statements of Income - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Profit or loss [abstract]
Revenue		$ 6,416,886	$ 7,357,064
Fuel surcharge		1,104,281	1,455,427
Total revenue	[1]	7,521,167	8,812,491
Materials and services expenses		3,805,846	4,592,191
Personnel expenses		2,109,622	2,362,856
Other operating expenses		434,751	492,291
Depreciation of property and equipment		249,835	248,638
Depreciation of right-of-use assets		132,112	126,276
Amortization of intangible assets		60,028	55,679
Loss (gain) on sale of business		3,011	(73,653)
Gain on sale of rolling stock and equipment		(15,510)	(59,661)
Gain on derecognition of right-of-use assets		(1,482)	(210)
Loss (gain) on sale of land and buildings		40	(43)
Gain, net of impairment, on sale of assets held for sale		(14,721)	(77,911)
Total operating expenses		6,763,532	7,666,453
Operating income		757,635	1,146,038
Finance (income) costs
Finance income		(8,612)	(1,750)
Finance costs		89,483	82,147
Net finance costs		80,871	80,397
Income before income tax		676,764	1,065,641
Income tax expense		171,887	242,409
Net income		$ 504,877	$ 823,232
Earnings per share
Basic earnings per share		$ 5.88	$ 9.21
Diluted earnings per share		$ 5.8	$ 9.02

[1] Includes intersegment revenue and intersegment fuel surcharge

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of comprehensive income [abstract]
Net income	$ 504,877	$ 823,232
Items that may be reclassified to income or loss in future years:
Foreign currency translation differences	(881)	(10,148)
Net investment hedge, net of tax	39,705	(72,046)
Employee benefits, net of tax		292
Items that may never be reclassified to income:
Defined benefit plan remeasurement, net of tax	2,016	63,508
Items directly reclassified to retained earnings:
Unrealized gain (loss) on investments in equity securities measured at fair value through OCI, net of tax	7,281	(5,495)
Other comprehensive income (loss), net of tax	48,121	(23,889)
Total comprehensive income	$ 552,998	$ 799,343

XML

Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Total	Share capital	Contributed surplus	Accumulated unrealized loss on employee benefit plans	Accumulated foreign currency translation differences & net investment hedge	Accumulated unrealized loss on investment in equity securities	Retained earnings (deficit)
Balance at Dec. 31, 2021	$ 2,310,355	$ 1,133,181	$ 39,150	$ (292)	$ (156,926)	$ 12,553	$ 1,282,689
Net income	823,232						823,232
Other comprehensive income (loss), net of tax	(23,889)			292	(82,194)	(5,495)	63,508
Realized (loss) gain on equity securities						(1,259)	1,259
Total comprehensive income	799,343			$ 292	(82,194)	(6,754)	887,999
Share-based payment transactions, net of tax	16,298		16,298
Stock options exercised, net of tax	16,502	22,800	(6,298)
Dividends to owners of the Company	(102,615)						(102,615)
Repurchase of own shares	(567,983)	(68,536)					(499,447)
Net settlement of restricted share units and and performance share units	(8,830)	1,784	(7,659)				(2,955)
Total transactions with owners, recorded directly in equity	(646,628)	(43,952)	2,341				(605,017)
Balance at Dec. 31, 2022	2,463,070	1,089,229	41,491		(239,120)	5,799	1,565,671
Net income	504,877						504,877
Other comprehensive income (loss), net of tax	48,121				38,824	7,281	2,016
Realized (loss) gain on equity securities						(13,323)	13,323
Total comprehensive income	552,998				38,824	(6,042)	520,216
Share-based payment transactions, net of tax	21,424		21,424
Stock options exercised, net of tax	12,777	17,179	(4,402)
Dividends to owners of the Company	(124,254)						(124,254)
Repurchase of own shares	(288,024)	(28,303)					(259,721)
Net settlement of restricted share units and and performance share units	(46,581)	29,185	(20,829)				(54,937)
Total transactions with owners, recorded directly in equity	(424,658)	18,061	(3,807)				(438,912)
Balance at Dec. 31, 2023	$ 2,591,410	$ 1,107,290	$ 37,684		$ (200,296)	$ (243)	$ 1,646,975

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net income	$ 504,877	$ 823,232
Adjustments for:
Depreciation of property and equipment	249,835	248,638
Depreciation of right-of-use assets	132,112	126,276
Amortization of intangible assets	60,028	55,679
Share-based payment transactions	13,451	14,648
Net finance costs	80,871	80,397
Income tax expense	171,887	242,409
Loss (gain) on sale of business	3,011	(73,653)
Gain on sale of property and equipment	(15,470)	(59,704)
Gain on derecognition of right-of-use assets	(1,482)	(210)
Gain, net of impairment, on sale of assets held for sale	(14,721)	(77,911)
Employee benefits	60,212	14,946
Provisions, net of payments	(33,696)	26,044
Net change in non-cash operating working capital	106,631	(147,453)
Interest paid	(70,354)	(77,512)
Income tax paid	(233,353)	(224,181)
Net cash from operating activities	1,013,839	971,645
Cash flows from (used in) investing activities
Purchases of property and equipment	(361,563)	(350,824)
Proceeds from sale of property and equipment	73,339	128,821
Proceeds from sale of assets held for sale	50,280	131,250
Purchases of intangible assets	(2,758)	(6,120)
Proceeds from sale of intangible assets	0	250
Proceeds from sale of business, net of cash disposed	0	546,228
Business combinations, net of cash acquired	(628,701)	(158,251)
Purchases of investments	(41,719)	(80,551)
Proceeds from sale of investments	89,225	12,930
Others	24,565	(311)
Net cash from (used in) investing activities	(797,332)	223,422
Cash flows (used in) from financing activities
Net decrease (increase) in bank indebtedness	(6,337)	7,490
Proceeds from long-term debt	575,000	334,164
Repayment of long-term debt	(41,371)	(369,692)
Net (increase) decrease in revolving facilities	25,242	(236,502)
Repayment of lease liabilities	(128,107)	(123,606)
Decrease of other financial liabilities	(9,572)	(21,108)
Dividends paid	(121,095)	(97,321)
Repurchase of own shares	(288,024)	(567,983)
Proceeds from exercise of stock options	12,777	16,502
Share repurchase for settlement of restricted share units and performance share units	(46,581)	(9,186)
Net cash (used in) from financing activities	(28,068)	(1,067,242)
Net change in cash and cash equivalents	188,439	127,825
Cash and cash equivalents, beginning of year	147,117	19,292
Cash and cash equivalents, end of year	$ 335,556	$ 147,117

XML

Reporting entity

12 Months Ended

Dec. 31, 2023

Disclosure Of General Information About Financial Statements [Abstract]

Reporting entity

1.Reporting entity

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

The consolidated financial statements of the Company as at and for the years ended December 31, 2023 and 2022 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”).

The Group is involved in the provision of transportation and logistics services across the United States, Canada and, until August 31, 2022, Mexico.

XML

Basis of preparation

12 Months Ended

Dec. 31, 2023

Disclosure Of Basis Of Preparation Of Financial Statements [Abstract]

Basis of preparation

2.Basis of preparation

a)Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

These consolidated financial statements were authorized for issue by the Board of Directors on February 15, 2024.

b)Basis of measurement

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

c)Functional and presentation currency

The Company’s consolidated financial statements are presented in U.S. dollars (“U.S. dollars” or “USD”). All information in these consolidated financial statements is presented in USD unless otherwise specified.

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 accumulated foreign currency translation differences and net investment hedge.

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

d)Use of estimates and judgments

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

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.

Information about critical judgments, assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is included in the following notes:

Note 5 – Establishing the fair value of intangible assets and land and buildings related to material business combinations;

Note 16 – Determining estimates and assumptions related to the evaluation of the defined benefit obligation; and

Note 17 – Determining estimates and assumptions related to the evaluation of provisions for self-insurance and litigations.

XML

Material accounting policies

12 Months Ended

Dec. 31, 2023

Disclosure Of Significant Accounting Policies [Abstract]

Material accounting policies

3.Material accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, unless otherwise indicated. The accounting policies have been applied consistently by Group entities.

a)Basis of consolidation

i)Business combinations

The Group measures goodwill as the fair value of the consideration transferred including the fair value of liabilities resulting from contingent consideration arrangements, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at fair value as of the acquisition date. When the excess is negative, a bargain purchase gain is recognized immediately in income or loss.

Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination, are expensed as incurred.

ii)Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

iii)Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

b)Foreign currency translation

i)Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the Group’s entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate in effect at the reporting date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortized cost in foreign currency translated at the exchange rate at the end of the reporting period. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated at the rate in effect on the transaction date. Income and expense items denominated in foreign currency are translated at the date of the transactions. Gains and losses are included in income or loss.

ii)Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on business combinations, are translated to Canadian dollars at exchange rates in effect at the reporting date. The income and expenses of foreign operations are translated to Canadian dollars at the average exchange rate in effect during the reporting period.

Foreign currency differences are recognized in other comprehensive income (“OCI”) in the accumulated foreign currency translation differences account.

When a foreign operation is disposed of, the relevant amount in the cumulative amount of foreign currency translation differences is transferred to income or loss as part of the income or loss on disposal. On the partial disposal of a subsidiary while retaining control, the relevant proportion of such cumulative amount is reattributed to non-controlling interest. In any other partial disposal of a foreign operation, the relevant proportion is reclassified to income or loss.

Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the accumulated foreign currency translation differences account.

Translation gains and losses from the application of U.S dollars as the presentation currency while the Canadian dollar is the functional currency are included as part of the cumulative foreign currency translation adjustment.

c)Financial instruments

i)Non-derivative financial assets

The Group initially recognizes financial assets on the trade date at which the Group becomes a party to the contractual provisions of the instrument. Financial assets are initially measured at fair value, except for trade receivables which are initially measured at their transaction price when the trade receivables do not contain a significant financing component. If the financial asset is not subsequently accounted for at fair value through profit or loss, then the initial measurement includes transaction costs that are directly attributable to the asset’s acquisition or origination. On initial recognition, the Group classifies its financial assets as subsequently measured at either amortized cost or fair value, depending on its business model for managing the financial assets and the contractual cash flow characteristics of the financial assets and depending on the purpose for which the financial assets were acquired.

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.

Financial assets and liabilities are offset and the net amount is presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Financial assets measured at amortized cost

A financial asset is subsequently measured at amortized cost, using the effective interest method and net of any impairment loss, if:

•The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

•The contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and/or interest.

The Group currently classifies its cash equivalents, trade and other receivables and long-term non-trade receivables included in other non-current assets as financial assets measured at amortized cost.

The Group recognizes loss allowances for expected credit losses on financial assets measured at amortized cost. The Group has a portfolio of trade receivables at the reporting date. The Group uses a provision matrix to determine the lifetime expected credit losses for the portfolio.

The Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in income or loss and reflected in an allowance account against trade and other receivables.

Financial assets measured at fair value

These assets are measured at fair value and changes therein, including any interest or dividend income, are recognized in income or loss. However, for investments in equity instruments that are not held for trading, the Group may elect at initial recognition to present gains and losses in other comprehensive income. For such investments measured at fair value through other comprehensive income, gains and losses are never reclassified to profit or loss, and no impairment is recognized in profit or loss. Dividends earned from such investments are recognized in profit or loss, unless the dividend clearly represents a repayment of part of the cost of the investment.

Financial assets measured at fair value through other comprehensive income

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.

ii)Non-derivative financial liabilities

The Group initially recognizes debt issued and subordinated liabilities on the date that they are originated. All other financial liabilities are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

A financial liability is derecognized when its contractual obligations are discharged or cancelled or expire.

Financial liabilities are classified into financial liabilities measured at amortized cost and financial liabilities measured at fair value.

Financial liabilities measured at amortized cost

A financial liability is subsequently measured at amortized cost, using the effective interest method. The Group currently classifies bank indebtedness, trade and other payables and long-term debt as financial liabilities measured at amortized cost.

Financial liabilities measured at fair value

Financial liabilities at fair value are initially recognized at fair value and are re-measured at each reporting date with any changes therein recognized in net earnings. The Group currently classifies its contingent consideration liability in connection with a business acquisition as a financial liability measured at fair value.

iii)Share capital

Common shares

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and stock options are recognized as a deduction to share capital, net of any tax effects.

When share capital recognized as equity is repurchased, share capital is reduced by the amount equal to weighted average historical cost of repurchased equity. The excess amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from retained earnings.

d)Hedge accounting

Management’s risk strategy is focused on reducing the variability in profit or losses and cash flows associated with exposure to market risks. Hedge accounting is used to reduce this variability to an acceptable level. The hedges employed by the Group reduce the currency fluctuation exposures.

On the initial designation of a hedging relationship, the Group formally documents the relationship between the hedging instrument and the hedged items, including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be effective in offsetting the changes in the fair value or cash flows of the respective hedged items throughout the period for which the hedge is designated.

Net investment hedge

The Group designates a portion of its U.S. dollar denominated debt as a hedging item in a net investment hedge. The Group applies hedge accounting to foreign currency differences arising between the functional currency of the foreign operation and the Company’s functional currency (CAD), regardless of whether the net investment is held directly or through an intermediate parent.

Foreign currency differences arising on the translation of a financial liability designated as a hedge of a net investment in foreign operations are recognized in other comprehensive income to the extent that the hedge is effective and are presented in the currency translation differences account within equity. To the extent that the hedge is ineffective, such differences are recognized in income or loss. When the hedged net investment is disposed of, the relevant amount in the translation reserve is transferred to income or loss as part of the gain or loss on disposal.

e)Property and equipment

Property and equipment are accounted for at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset and borrowing costs on qualifying assets.

When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.

Gains and losses on disposal of an item of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of property and equipment, and are recognized in net income or loss.

Depreciation is based on the cost of an asset less its residual value and is recognized in income or loss over the estimated useful life of each component of an item of property and equipment.

The depreciation method and useful lives are as follows:
Categories	Basis	Useful lives
Buildings	Straight-line	15 – 40 years
Rolling stock	Primarily straight-line	3 – 20 years
Equipment	Primarily straight-line	5 – 12 years

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted prospectively, if appropriate.

Property and equipment are reviewed for impairment in accordance with IAS 36 Impairment of Assets when there are indicators that the carrying value may not be recoverable.

f)Intangible assets

i)Goodwill

Goodwill that arises upon business combinations is included in intangible assets.

Goodwill is not amortized and is measured at cost less accumulated impairment losses.

ii)Other intangible assets

Intangible assets consist of customer relationships, trademarks, non-compete agreements and information technology.

The Group determines the fair value of the customer relationship intangible assets using the excess earnings model and internally developed significant assumptions including:

1.Forecasted revenue attributable to existing customer contracts and relationships;

2.Estimated annual attrition rate;

3.Forecasted operating margins; and

4.Discount rates

The internally developed assumptions are based on limited observable market information which cause measurement uncertainty, and the fair value of the customer related intangible assets are sensitive to changes to these assumptions.

Intangible assets that are acquired by the Group and have finite lives are measured at cost less accumulated amortization and accumulated impairment losses.

Intangible assets with finite lives are amortized on a straight-line basis over the following estimated useful lives:

Categories	Useful lives
Customer relationships	5 – 20 years
Trademarks	5 – 20 years
Non-compete agreements	3 – 10 years
Information technology	5 – 7 years

Useful lives are reviewed at each financial year-end and adjusted prospectively, if appropriate.

g)Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

•the contract involves the use of an identified asset – this may be specific explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, the asset is not identified;

•the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

•the Group has the right to direct the use of the asset. The Group has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used.

At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received.

The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Group is reasonably certain to exercise that option. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that cannot be readily determined, the Group's incremental borrowing rate. The incremental borrowing rate is a function of the Group’s incremental borrowing rate, the nature of the underlying asset, the location of the asset and the length of the lease. Generally, the Group uses its incremental borrowing rate as the discount rate.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in the future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or leases and leases of low-value assets. The Group recognises these lease payments as an expense on a straight-line basis over the lease term.

h)Impairment

Non-financial assets

The carrying amounts of the Group’s non-financial assets other than inventoried supplies and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, the recoverable amount is estimated on December 31 of each year.

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”, or “CGU”). For the purposes of goodwill impairment testing, goodwill acquired in a business combination is allocated to the group of CGUs (usually a Group’s operating segment), that is expected to benefit from the synergies of the combination. This allocation is subject to an operating segment ceiling test and reflects the lowest level at which that goodwill is monitored for internal reporting purposes. The Company performs goodwill impairment testing annually, or more frequently if events or circumstances indicate the carrying value of a CGU, which is a Group’s operating segment, may exceed the recoverable amount of the CGU. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or group of assets. The fair value less cost to sell is based on market comparable multiples applied to forecasted earnings before financial expenses, income taxes, depreciation and amortization ("adjusted EBITDA") for the next year, which takes into account financial forecasts approved by senior management.

The Group’s corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, if any, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a prorata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Impairment losses and impairment reversals are recognized in income or loss.

i)Assets held for sale

Non-current assets are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.

Such assets are generally measured at the lower of their carrying amount and fair value less costs to sell. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and losses on remeasurement are recognized in income or loss.

Once classified as held-for-sale, intangible assets and property and equipment are no longer amortized or depreciated.

j)Employee benefits

i)Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in income or loss in the periods during which

services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

ii)Defined benefit plans

The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their services in the current and prior periods discounting that amount and deducting the fair value of any plan assets. The discount rate is the yield at the reporting date on AAA, AA or A credit-rated fixed income securities that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the same currency in which the benefits are expected to be paid. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan in the Group.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

iii)Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or income-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

iv)Share-based payment transactions

The grant date fair value of equity share-based payment awards granted to employees is recognized as a personnel expense, with a corresponding increase in contributed surplus, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service condition at the vesting date.

The fair value of the amount payable to board members in respect of deferred share unit (“DSU”), which are to be settled in cash, is recognized as an expense with a corresponding increase in liabilities. The liability is remeasured at each reporting date until settlement. The Group presents mark-to-market (gain) loss on DSUs in personnel expenses.

v)Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises costs for a restructuring. If benefits are not expected to be fully settled within 12 months of the end of the reporting period, then they are discounted.

k)Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the unwinding of the discount is recognized as finance cost.

Self-Insurance

Self-insurance provisions represent the uninsured portion of outstanding claims at year-end. The provision represents an accrual for estimated future disbursements associated with the self-insured portion for claims filed at year-end and incurred but not reported, related to cargo loss, bodily injury, worker’s compensation and property damages. The estimates are based on the Group’s historical experience including settlement patterns and payment trends. The most significant assumptions in the estimation process include the consideration of historical claim experience, severity factors affecting the amounts ultimately paid, and current and expected levels of cost per claims. Changes in assumptions and experience could cause these estimates to change significantly in the near term.

l)Revenue recognition

The Group’s normal business operations consist of the provision of transportation and logistics services. All revenue relating to normal business operations is recognized over time in the statement of income. The stage of completion of the service is determined using the proportion of days completed to date compared to the estimated total days of the service. Revenue is presented net of trade discounts and volume rebates. Revenue is recognized as services are rendered, when the control of promised services is transferred to customers in an amount that reflects the consideration the Group expects to be entitled to receive in exchange for those services measured based on the consideration specified in a contract with the customers. The Group considers the contract with customers to include the general transportation service agreement and the individual bill of ladings with customers.

Based on the evaluation of the control model, certain businesses, mainly in the Less-Than-Truckload segment, act as the principal within their revenue arrangements. The affected businesses report transportation revenue gross of associated purchase transportation costs rather than net of such amounts within the consolidated statements of income.

m)Other operating expenses

Other operating expenses consist primarily of third-party commissions, information technology support and software expenses, building expenses (including repairs and maintenance, electricity, janitorial & security services and property taxes).

n)Finance income and finance costs

Finance income comprises interest income on funds invested, dividend income and interest. Interest income is recognized as it accrues in income or loss, using the effective interest method.

Finance costs comprise interest expense on bank indebtedness and long-term debt, unwinding of the discount on provisions and impairment losses recognized on financial assets (other than trade receivables).

Fair value gains or losses on derivative financial instruments and on contingent considerations, and foreign currency gains and losses are reported on a net basis as either finance income or cost.

o)Income taxes

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in income or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable income or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable income will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

p)Earnings per share

The Group presents basic and diluted earnings per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the income or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for own shares held, if any. Diluted EPS is determined by adjusting the income or loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for own shares held, for the effects of all dilutive potential common shares, which comprise convertible debentures, warrants, and restricted share units and stock options granted to employees.

q)Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are reviewed regularly by the Group’s chief executive officer (“CEO”) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Group’s headquarters), head office expenses, income tax assets, liabilities and expenses, as well as long-term debt and interest expense thereon.

Sales between the Group’s segments are measured at the exchange amount. Transactions, other than sales, are measured at carrying value. Segment capital expenditure is the total cost incurred during the period to acquire property and equipment, and intangible assets other than goodwill.

r)New standards and interpretations adopted during the year

The following new standards, and amendments to standards and interpretations, are effective for the first time for periods beginning on or after January 1, 2023 and have been applied in preparing these consolidated financial statements

Definition of Accounting Estimates (Amendments to IAS 8)

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

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

International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12)

In May 2023, the International Accounting Standards Board issued International Tax Reform – Pillar Two Model Rules to amend IAS 12. The amendments provide a temporary mandatory exception from the accounting for deferred tax that arises from legislation implementing the GloBE model rules. Entities are effectively prohibited from recognizing or disclosing information about deferred tax assets and liabilities related to top-up tax. This temporary exception applies to annual financial statements ending for periods on or after December 31, 2023 and applies retrospectively.

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

New standards and interpretations not yet adopted

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

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

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

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

The Amendments also clarify how a company classifies a liability that includes a counterparty conversion option. The Amendments state that:

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

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

The adoption of the amendments is not expected to have a material impact.

Lease Liability in a Sale and Leaseback

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

The adoption of the amendments is not expected to have a material impact.

XML

Segment reporting

12 Months Ended

Dec. 31, 2023

Disclosure of operating segments [abstract]

Segment reporting

4.Segment reporting

The Group operates within the transportation and logistics industry in the United States, Canada and, until August 31, 2022, Mexico in different reportable segments, as described below. The reportable segments are managed independently as they require different technology and capital resources. For each of the operating segments, the Group’s CEO reviews internal management reports. The following summary describes the operations in each of the Group’s reportable segments:

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

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

(b)Prior to August 31, 2022, the Truckload reporting segment represented the aggregation of the Canadian Conventional Truckload, U.S. Conventional Truckload, and Specialized Truckload operating segments. The aggregation of the segment was analyzed using management’s judgment in accordance with IFRS 8. The operating segments were determined to be similar, amongst others, with respect to the nature of services offered and the methods used to distribute their services. Additionally, they have similar economic characteristics with respect to long-term expected gross margin, levels of capital invested and market place trends. On August 31,2022, the Group sold CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses, operating primarily in the U.S. Conventional Truckload operating segment. Subsequent to the sale, the remaining business operations in the Group’s U.S. Conventional Truckload operating segment were transferred to the Specialized Truckload operating segment. Because the transfer was amongst operating segments in the same reportable segment and the aggregation criteria continued to be met, there was no impact on the reportable segment results.

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

	Package		Less-
	and		Than-
	Courier		Truckload			Truckload			Logistics		Corporate			Eliminations			Total
2023
Revenue(1)		461,930		2,777,308			1,625,592			1,604,878		-			(52,822	)		6,416,886
Fuel surcharge(1)		121,268		591,259			310,446			92,138		-			(10,830	)		1,104,281
Total revenue(1)		583,198		3,368,567			1,936,038			1,697,016		-			(63,652	)		7,521,167
Operating income (loss)		114,360		310,429			237,393			160,112		(64,659	)		-			757,635
Selected items:
Depreciation and
amortization		25,070		173,684			194,761			47,914		546			-			441,975
Loss on sale of
land and buildings		-		(35	)		(5	)		-		-			-			(40	)
Gain, net of impairment,
on sale of assets held for sale		-		10,546			3,949			226		-			-			14,721
Loss on sale of business		-		-			-			-		(3,011	)		-			(3,011	)
Intangible assets		183,841		194,782			857,666			782,923		89			-			2,019,301
Total assets		359,177		2,329,677			2,004,163			1,140,174		450,429			-			6,283,620
Total liabilities		100,733		778,018			462,812			336,875		2,013,900			(128	)		3,692,210
Additions to property
and equipment		22,136		217,191			115,048			5,561		311			-			360,247
2022
Revenue(1)		498,972		3,243,556			1,986,331			1,689,122		-			(60,917	)		7,357,064
Fuel surcharge(1)		151,872		779,607			464,707			74,158		-			(14,917	)		1,455,427
Total revenue(1)		650,844		4,023,163			2,451,038			1,763,280		-			(75,834	)		8,812,491
Operating income		134,306		470,807			366,868			140,446		33,611			-			1,146,038
Selected items:
Depreciation and
amortization		26,532		152,666			212,430			38,244		721			-			430,593
Gain on sale of
land and buildings		-		-			43			-		-			-			43
Gain, net of impairment,
on sale of assets held for sale		-		55,714			22,197			-		-			-			77,911
Gain on sale of business		-		-			-			-		73,653			-			73,653
Intangible assets		180,119		167,798			775,464			468,547		182			-			1,592,110
Total assets		362,724		2,275,672			1,861,093			731,564		274,777			-			5,505,830
Total liabilities		126,383		836,937			464,962			239,916		1,374,687			(125	)		3,042,760
Additions to property
and equipment		15,097		168,667			165,953			1,150		402			-			351,269

(1) Includes intersegment revenue and intersegment fuel surcharge

Geographical information

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

	Package		Less-
	and		Than-
	Courier		Truckload		Truckload		Logistics		Eliminations			Total
2023
Canada		583,198		608,545		1,139,272		271,136		(34,915	)		2,567,236
United States		-		2,760,022		796,766		1,425,880		(28,737	)		4,953,931
Total		583,198		3,368,567		1,936,038		1,697,016		(63,652	)		7,521,167
2022
Canada		650,844		667,506		1,182,198		256,714		(34,202	)		2,723,060
United States		-		3,355,657		1,268,840		1,488,941		(41,632	)		6,071,806
Mexico		-		-		-		17,625		-			17,625
Total		650,844		4,023,163		2,451,038		1,763,280		(75,834	)		8,812,491

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

	As at		As at
	December 31, 2023		December 31, 2022
Property and equipment, right-of-use assets and intangible assets
Canada		2,208,595		1,848,746
United States		2,651,808		2,256,959
		4,860,403		4,105,705

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Business Combinations

12 Months Ended

Dec. 31, 2023

Disclosure of Fair Value of Assets Acquired and Liabilities Assumed Have Been Adjusted Retrospective to the Date of Acquisition [Abstract]

Business Combinations

5.Business combinations

a)Business combinations

In line with the Group’s growth strategy, the Group acquired twelve businesses during 2023, of which JHT Holdings, Inc. 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 August 16, 2023, the Group completed the acquisition of JHT Holdings, Inc. ("JHT"), a leading asset light logistics and transportation provider in North America for Class 6-8 truck manufacturers, which includes a joint-venture that is equity-accounted and included in other assets. The purchase price for this business acquisition totaled $309.3 million, which was funded by a mixture of cash on hand and the remaining balance was drawn from the currently existing unsecured revolving credit facility. During the year ended December 31, 2023, the business contributed revenue and net income of $225.3 million and $18.0 million, respectively since the acquisition.

Had the Group acquired JHT on January 1, 2023, as per management’s best estimates, the revenue and net income for this entity would have been $589.5 million and $50.5 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 acquisition occurred on January 1, 2023 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expense based on the effective tax rate of the entity.

During the year ended December 31, 2023, the non-material businesses, in aggregate, contributed revenue and net loss of $178.3 million and $6.3 million respectively since the acquisitions.

Had the Group acquired these non-material businesses on January 1, 2023, as per management’s best estimates, the revenue and net income for these entities would have been $333.2 million and $9.1 million, respectively. In determining these estimated amounts, management assumed that the fair value adjustments that arose on the date of acquisition would have been the same had the acquisitions occurred on January 1, 2023 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expenses based on the effective tax rate of the entities.

During the year ended December 31, 2023, transaction costs of $0.9 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 completed the determination of the fair value of assets acquired and liabilities assumed of the 2023 acquisitions. Information to confirm the fair value of certain assets and liabilities is still 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		JHT			Others			December 31, 2023
Cash and cash equivalents				5,709			11,873			17,582
Trade and other receivables				38,250			39,650			77,900
Inventoried supplies and prepaid expenses				10,976			5,897			16,873
Property and equipment		9		65,489			174,850			240,339
Right-of-use assets		10		5,385			25,609			30,994
Intangible assets		11		198,659			80,807			279,466
Other assets				23,887			115			24,002
Trade and other payables				(35,221	)		(28,884	)		(64,105	)
Income tax (payable) receivable				(1,682	)		729			(953	)
Provisions		17		(19,919	)		-			(19,919	)
Other non-current liabilities				(444	)		(44	)		(488	)
Long-term debt		14		(4,808	)		-			(4,808	)
Lease liabilities		15		(5,385	)		(25,609	)		(30,994	)
Deferred tax liabilities		18		(55,367	)		(32,375	)		(87,742	)
Total identifiable net assets				225,529			252,618			478,147
Total consideration transferred				309,304			350,451			659,755
Goodwill		11		83,775			97,833			181,608
Cash				309,304			336,979			646,283
Contingent consideration				-			13,472			13,472
Total consideration transferred				309,304			350,451			659,755

The valuation techniques used for measuring the fair value of land and buildings ($49.5 million) and customer relationships ($175.2 million) acquired regarding JHT were as follows:

Assets acquired	Valuation technique	Key inputs
Land and buildings	Market comparison technique and cost technique: The valuation model considers market prices for comparable sites, when available, and considers depreciated replacement cost, which reflects adjustments for physical deterioration, when appropriate.	- Market prices for comparable sites - Average rebuild cost
Customer relationships	Excess earnings method: The valuation model considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets.	- Forecasted revenue attributable to existing customers and relationships - Annual attrition rate - Forecasted operating margin - Discount rate

The fair values measured on the amounts regarding JHT are on a provisional basis, mainly regarding land and buildings and deferred tax liabilities. This is mainly due to pending completion and review of valuations and site visits for the land and buildings and mainly due to the complexity of the information for the provisions. If new information is obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition that implies adjustments to the amounts, the accounting for the acquisition will be revised.

The trade receivables comprise gross amounts due of $80.0 million, of which $2.1 million was expected to be uncollectible at the acquisition date.

Of the goodwill and intangible assets acquired through business combinations in 2023, $18.9 million is deductible for tax purposes.

In line with the Group’s growth strategy, the Group acquired eleven businesses during 2022, which were not considered to be material. These transactions were concluded in order to add density in the Group’s current network and further expand value-added services.

During the year ended December 31, 2022, the non-material businesses, in aggregate, contributed revenue and net income of $100.6 million and $5.9 million respectively since the acquisitions.

Had the Group acquired these non-material businesses on January 1, 2022, as per management’s best estimates, the revenue and net income for these entities would have been $235.7 million and $18.1 million, respectively. In determining these estimated amounts, management assumed that the fair value adjustments that arose on the date of acquisition would have been the same

had the acquisitions occurred on January 1, 2022 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expenses based on the effective tax rate.

During the year ended December 31, 2022, transaction costs of $0.1 million were expensed in other operating expenses in the consolidated statements of income in relation to the above-mentioned business acquisitions.

Of the goodwill and intangible assets acquired through business combinations in 2022, $2.9 million was deductible for tax purposes.

The table below presents the determination of the fair value of assets acquired and liabilities assumed of the 2022 acquisitions as at December 31, 2022:

Identifiable assets acquired and liabilities assumed	Note		December 31, 2022
Cash and cash equivalents				863
Trade and other receivables				28,231
Inventoried supplies and prepaid expenses				2,179
Property and equipment		9		70,959
Right-of-use assets		10		28,269
Intangible assets		11		45,740
Other assets				368
Trade and other payables				(10,327	)
Income tax payable				(1,465	)
Provisions		17		(280	)
Lease liabilities		15		(28,269	)
Deferred tax liabilities		18		(13,848	)
Total identifiable net assets				122,420
Total consideration transferred				181,608
Goodwill				59,188
Cash				159,114
Contingent consideration				22,494
Total consideration transferred				181,608

b)Goodwill

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

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

Operating segment	Reportable segment	December 31, 2023		December 31, 2022
Canadian Less-Than-Truckload	Less-Than-Truckload		9,142		-
U.S. Less-Than-Truckload	Less-Than-Truckload		3,376		-
Canadian Truckload	Truckload		16,017		811
Specialized Truckload	Truckload		43,080		35,865
Logistics	Logistics		109,993		22,512
			181,608		59,188

c)Contingent consideration

The contingent consideration for the year ended December 31, 2023 relates to non-material business acquisitions and is recorded in the original determination of the fair value of assets acquired and liabilities assumed. These considerations are contingent on achieving specified earning levels in future periods. The maximum amount payable is $13.5 million in less than one year, and $0.8 million in more than one year.

The contingent consideration for the year ended December 31, 2022 related to non-material business acquisitions and was recorded in the original determination of the fair value of assets acquired and liabilities assumed. This consideration was contingent on achieving specified earning levels in a future period. The maximum amount payable was $22.5 million in less than one year, and

$21.0 million was paid prior to December 31, 2022. During the year ended December 31, 2023, no measurement adjustments were made.

The contingent consideration balance at December 31, 2023 is $13.2 million (2022 - $8.8 million) and is presented in other financial liabilities on the consolidated statements of financial position.

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

The 2022 annual consolidated financial statements included details of the Group’s business combinations and set out provisional fair values relating to the consideration paid and net assets acquired of various non-material acquisitions not mentioned previously. 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. Consequently, the fair value of certain assets acquired, and liabilities assumed of the non-material acquisitions in fiscal 2022 have been adjusted and finalized in 2023. No material adjustments were required to the provisional fair values for these prior period’s business combinations

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Sale of business

12 Months Ended

Dec. 31, 2023

Sale of business [Abstract]

Sale of business

6.Sale of business

On August 31, 2022, CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses were sold to Heartland Express for a net consideration of $553.0 million, which included cash consideration, net working capital adjustments and was net of incremental selling costs of $4.5 million. The businesses operated primarily in the U.S. Conventional Truckload operating segment of the Group’s Truckload reportable segment. The Group kept the Dedicated and U.S. Logistics (non-asset U.S. based logistics services provider) divisions, which continue to be reported in the Truckload reportable segment. TFI also retained pre-closing accident and workers’ compensation claims.
The table below presents the net assets disposed:

	Note		December 31, 2022
Cash and cash equivalents				6,790
Trade and other receivables				77,877
Inventoried supplies and prepaid expenses				7,856
Property and equipment		9		321,123
Right-of-use assets		10		3,203
Intangible assets		11		42,599
Goodwill		11		144,551
Other assets				306
Accumulated other comprehensive income - CTA				2,737
Trade and other payables				(46,776	)
Income tax payable				(564	)
Employee benefits				(1,302	)
Provisions		17		(1,465	)
Lease liabilities		15		(3,129	)
Deferred tax liabilities		18		(74,441	)
Total identifiable net assets				479,365
Total consideration received				553,018
Gain on sale of business				73,653

In fiscal 2023, a loss of $3.0 million was recorded as a loss on sale of business related to an other liabilities adjustment.

The goodwill disposed of was 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	December 31, 2022
U.S. Truckload	Truckload		141,056
Logistics	Logistics		3,495
			144,551

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Trade and other receivables

12 Months Ended

Dec. 31, 2023

Trade and other current receivables [abstract]

Trade and other receivables

7.Trade and other receivables

	December 31, 2023		December 31, 2022
Trade receivables, net of expected credit loss		846,681		966,428
Other receivables		48,090		64,298
		894,771		1,030,726

The Group’s exposure to credit and currency risks related to trade and other receivables is disclosed in note 26 a) and d).

Trade receivables as at December 31, 2023 include $32.4 million of in-transit revenue balances (December 31, 2022 – $48.5 million). Due to the short-term nature of the transportation and logistics services provided by the Group, these services are expected to be completed within the week following the year-end.

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Additional cash flow information

12 Months Ended

Dec. 31, 2023

Disclosure Of Information About Additional Cash Flow Information [Abstract]

Additional cash flow information

8.Additional cash flow information

Net change in non-cash operating working capital

	2023			2022
Trade and other receivables		224,121			(59,105	)
Inventoried supplies		6,533			(1,498	)
Prepaid expenses		(11,648	)		9,924
Trade and other payables		(112,375	)		(96,774	)
		106,631			(147,453	)

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Property and equipment

12 Months Ended

Dec. 31, 2023

Disclosure of detailed information about property, plant and equipment [abstract]

Property and equipment

9.Property and equipment

			Land and			Rolling
	Note		buildings			stock			Equipment			Total
Cost
Balance at December 31, 2021				1,233,268			1,772,463			200,765			3,206,496
Additions through business combinations		5		2,003			66,240			2,716			70,959
Other additions				46,928			286,277			18,064			351,269
Disposals				(678	)		(122,946	)		(9,370	)		(132,994	)
Sale of business		6		(31,356	)		(452,547	)		(1,817	)		(485,720	)
Reclassification to assets held for sale				(67,203	)		-			-			(67,203	)
Effect of movements in exchange rates				(15,972	)		(47,939	)		(5,570	)		(69,481	)
Balance at December 31, 2022				1,166,990			1,501,548			204,788			2,873,326
Additions through business combinations		5		145,204			91,870			3,265			240,339
Other additions				77,516			265,687			17,044			360,247
Disposals				(398	)		(136,028	)		(529	)		(136,955	)
Reclassification to assets held for sale				(13,325	)		(19,741	)		-			(33,066	)
Reclassification between categories*				-			36,319			(36,319	)		-
Effect of movements in exchange rates				7,990			18,545			4,122			30,657
Balance at December 31, 2023				1,383,977			1,758,200			192,371			3,334,548
Accumulated Depreciation
Balance at December 31, 2021				72,012			577,893			101,450			751,355
Depreciation				21,353			203,431			23,854			248,638
Disposals				(137	)		(56,549	)		(7,191	)		(63,877	)
Sale of business		6		(6,837	)		(157,618	)		(142	)		(164,597	)
Reclassification to assets held for sale				(5,426	)		-			-			(5,426	)
Effect of movements in exchange rates				2,175			(23,885	)		(3,012	)		(24,722	)
Balance at December 31, 2022				83,140			543,272			114,959			741,371
Depreciation				21,841			210,523			17,471			249,835
Disposals				(92	)		(78,584	)		(410	)		(79,086	)
Reclassification to assets held for sale				(1,003	)		(4,947	)		-			(5,950	)
Reclassification between categories*				-			11,089			(11,089	)		-
Effect of movements in exchange rates				1,515			8,879			2,512			12,906
Balance at December 31, 2023				105,401			690,232			123,443			919,076
Net carrying amounts
At December 31, 2022				1,083,850			958,276			89,829			2,131,955
At December 31, 2023				1,278,576			1,067,968			68,928			2,415,472

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

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

Security

As at December 31, 2023, certain rolling stock are pledged as security for conditional sales contracts, with a carrying amount of $89.6 million (December 31, 2022 - $126.4 million) (see note 14).

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Right-of-use Assets

12 Months Ended

Dec. 31, 2023

Disclosure of quantitative information about right-of-use assets [abstract]

Right-of-use assets

10.Right-of-use assets

			Land and			Rolling
	Note		buildings			stock			Equipment			Total
Cost
Balance at December 31, 2021				510,277			233,710			3,903			747,890
Other additions				62,353			53,906			962			117,221
Additions through business combinations		5		14,217			14,052			-			28,269
Sale of business		6		(238	)		(5,780	)		-			(6,018	)
Derecognition*				(31,475	)		(34,221	)		(977	)		(66,673	)
Effect of movements in exchange rates				(26,343	)		(9,624	)		(91	)		(36,058	)
Balance at December 31, 2022				528,791			252,043			3,797			784,631
Other additions				74,580			79,690			948			155,218
Additions through business combinations		5		15,033			15,961			-			30,994
Derecognition*				(39,674	)		(62,276	)		(971	)		(102,921	)
Effect of movements in exchange rates				9,629			4,940			40			14,609
Balance at December 31, 2023				588,359			290,358			3,814			882,531
Depreciation
Balance at December 31, 2021				257,507			90,092			1,758			349,357
Depreciation				66,036			59,101			1,139			126,276
Sale of business		6		(130	)		(2,685	)		-			(2,815	)
Derecognition*				(22,733	)		(26,783	)		(1,082	)		(50,598	)
Effect of movements in exchange rates				(14,424	)		(4,754	)		(51	)		(19,229	)
Balance at December 31, 2022				286,256			114,971			1,764			402,991
Depreciation				66,877			64,340			895			132,112
Derecognition*				(28,074	)		(56,723	)		(971	)		(85,768	)
Effect of movements in exchange rates				5,456			2,089			21			7,566
Balance at December 31, 2023				330,515			124,677			1,709			456,901
Net carrying amounts
At December 31, 2022				242,535			137,072			2,033			381,640
At December 31, 2023				257,844			165,681			2,105			425,630

* 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.

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Intangible assets

12 Months Ended

Dec. 31, 2023

Disclosure of detailed information about intangible assets [abstract]

Intangible assets

11.Intangible assets

					Other intangible assets
											Non-
					Customer			Trademarks			compete			Information
Note		Goodwill			relationships			and other			agreements			technology			Total
Cost
Balance at December 31, 2021			1,572,291			588,514			88,811			17,948			31,996			2,299,560
Additions through business combinations	5		59,188			38,121			3,846			3,727			46			104,928
Other additions			-			-			-			-			6,120			6,120
Disposals			-			-			(380	)		-			-			(380	)
Sale of business	6		(210,806	)		(33,312	)		(28,589	)		(150	)		(1,075	)		(273,932	)
Extinguishments			-			(61,985	)		(19,058	)		(836	)		(1,321	)		(83,200	)
Effect of movements in exchange rates			(61,328	)		(17,641	)		(1,950	)		(682	)		(644	)		(82,245	)
Balance at December 31, 2022			1,359,345			513,697			42,680			20,007			35,122			1,970,851
Additions through business combinations	5		181,608			244,574			27,127			5,556			2,209			461,074
Other additions			-			-			-			-			2,758			2,758
Extinguishments			-			(7,203	)		(7,820	)		(2,524	)		(1,029	)		(18,576	)
Effect of movements in
exchange rates			21,176			6,127			685			280			245			28,513
Balance at December 31, 2023			1,562,129			757,195			62,672			23,319			39,305			2,444,620
Amortization and impairment losses
Balance at December 31, 2021			147,480			287,578			45,675			7,666			18,240			506,639
Amortization			-			43,538			4,764			3,702			3,675			55,679
Disposals			-			-			(130	)		-			-			(130	)
Sale of business	6		(66,255	)		(16,669	)		(2,996	)		(26	)		(836	)		(86,782	)
Extinguishments			-			(61,985	)		(19,058	)		(836	)		(1,321	)		(83,200	)
Effect of movements in exchange rates			(3,213	)		(8,210	)		(1,205	)		(376	)		(461	)		(13,465	)
Balance at December 31, 2022			78,012			244,252			27,050			10,130			19,297			378,741
Amortization			-			46,629			5,461			4,099			3,839			60,028
Extinguishments			-			(7,203	)		(7,820	)		(2,524	)		(1,029	)		(18,576	)
Effect of movements in exchange rates
exchange rates			1,040			3,150			428			168			340			5,126
Balance at December 31, 2023			79,052			286,828			25,119			11,873			22,447			425,319
Net carrying amounts
At December 31, 2022			1,281,333			269,445			15,630			9,877			15,825			1,592,110
At December 31, 2023			1,483,077			470,367			37,553			11,446			16,858			2,019,301

In 2022, CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses were sold to Heartland Express, including the indefinite-life trademarks. At December 31, 2023 and December 31 2022, there are no material indefinite life intangible assets.

At December 31, 2023 and 2022, the Group performed its annual goodwill impairment tests for operating segments which represent the lowest level within the Group at which the goodwill is monitored for internal management purposes. The aggregate carrying amounts of goodwill allocated to each unit are as follows:

Reportable segment / operating segment	December 31, 2023		December 31, 2022
Package and Courier		182,120		177,941
Less-Than-Truckload
Canadian Less-Than-Truckload		140,402		128,449
U.S. Less-Than-Truckload		3,375		-
Truckload
Canadian Truckload		109,593		87,604
Specialized Truckload*		599,292		546,674
Logistics		448,295		340,665
		1,483,077		1,281,333

* On August 31,2022, TFI International sold CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses, operating primarily in the US-based Conventional TL operating segment. Subsequent to the sale, the remaining businesses operations in TFI International’s US-based Conventional TL operating segment, were transferred to the Specialized TL operating segment.

The results as at December 31, 2023 and 2022 determined that the recoverable amounts of the Group’s operating segments exceeded their respective carrying amounts.

The recoverable amounts of the Group’s operating segments were determined using the value in use approach. The value in use methodology is based on discounted future cash flows. Management believes that the discounted future cash flows method is appropriate as it allows more precise valuation of specific future cash flows.

In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rates as follows:

Reportable segment / operating segment	2023			2022
Package and Courier		12.0	%		11.5	%
Less-Than-Truckload
Canadian Less-Than-Truckload		12.0	%		11.5	%
U.S. Less-Than-Truckload		11.4	%	-
Truckload
Canadian Truckload		14.4	%		13.9	%
Specialized Truckload*		13.2	%		12.7	%
Logistics		11.4	%		10.9	%

* On August 31,2022, TFI International sold CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses, operating primarily in the US-based Conventional TL operating segment. Subsequent to the sale, the remaining businesses operations in TFI International’s US-based Conventional TL operating segment, were transferred to the Specialized TL operating segment.

The discount rates were estimated based on past experience, and industry average weighted average cost of capital, which were based on a possible range of debt leveraging of 40.0% (2022 – 40.0%) at a market interest rate of 10.5% (2022 – 9.4%).

First year cash flows were projected based on forecasted cash flows which are based on previous operating results adjusted to reflect current economic conditions. For a further 4-year period, cash flows were extrapolated using an average growth rate of 2.0% (2022 – 2.0%) in revenues and margins were adjusted where deemed appropriate. The terminal value growth rate was 2.0% (2022 – 2.0%). The values assigned to the key assumptions represent management’s assessment of future trends in the transportation industry and were based on both external and internal sources (historical data).

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Investments

12 Months Ended

Dec. 31, 2023

Investment [Abstract]

Investments

12.Investments

	As at		As at
	December 31, 2023		December 31, 2022
Level 1 investments		31,557		71,979
Level 2 investments		4,339		-
Level 3 investments		14,313		13,985
		50,209		85,964

Level 3 investments were marked to fair value based on the latest financing round as at December 31, 2023.

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

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Trade and other payables

12 Months Ended

Dec. 31, 2023

Trade and other payables [abstract]

Trade and other payables

13.Trade and other payables

	As at		As at
	December 31, 2023		December 31, 2022
Trade payables and accrued expenses		450,638		498,777
Personnel accrued expenses		187,522		179,702
Dividend payable		33,776		30,289
		671,936		708,768

The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in note 26.

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Long-term debt

12 Months Ended

Dec. 31, 2023

Disclosure of detailed information about borrowings [abstract]

Long-term debt

14.Long-term debt

This note provides information about the contractual terms of the Group’s interest-bearing long-term debt, which are measured at amortized cost. For more information about the Group’s exposure to interest rate, foreign exchange currency and liquidity, see note 26.

	As at		As at
	December 31, 2023		December 31, 2022
Non-current liabilities
Unsecured revolving facilities		22,166		-
Unsecured debenture		-		147,233
Unsecured senior notes		1,652,049		1,075,702
Conditional sales contracts		31,278		55,735
Other long-term debt		4,338		-
		1,709,831		1,278,670
Current liabilities
Current portion of unsecured debenture		151,023		-
Current portion of other long-term debt		354		-
Current portion of conditional sales contracts		22,974		37,087
		174,351		37,087

Terms and conditions of outstanding long-term debt are as follows:

							2023				2022
		Currency	Nominal interest rate			Year of maturity	Face value		Carrying amount		Face value		Carrying amount
Unsecured revolving facility	a	CAD	BA + 1.125%			2026		30,400		21,239		-		-
Unsecured revolving facility	a	USD	SOFR + 1.125%			2026		1,000		927		-		-
Unsecured debenture	b	CAD	3.32% - 4.22%			2024		200,000		151,023		200,000		147,233
Unsecured senior notes	c	USD	2.89% - 5.64%			2026- 2038		255,000		254,376		180,000		179,013
Unsecured senior notes	c	USD	3.15% - 3.50%			2029- 2036		500,000		499,100		500,000		497,258
Unsecured senior notes	c	USD	2.87% - 3.55%			2029- 2034		200,000		199,665		200,000		199,644
Unsecured senior notes	c	USD	3.5% - 3.8%			2032- 2037		200,000		199,808		200,000		199,787
Unsecured senior notes	c	USD	6.27%- 7.11%			2028- 2043		500,000		499,100		-		-
Conditional sales contracts	d	Mainly CAD	1.45% - 5.28%			2024-2027		71,847		54,252		125,810		92,822
Other long-term debt		USD		3.04	%	2027		4,692		4,692		-		-
										1,884,182				1,315,757

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

	Note		2023			2022
Balance at beginning of year				1,315,757			1,608,094
Proceeds from long-term debt				575,000			334,164
Business combinations		5		4,808			-
Repayment of long-term debt				(41,371	)		(369,692	)
Net increase (decrease) in revolving facilities				25,242			(236,502	)
Amortization of deferred financing fees				1,337			1,296
Effect of movements in exchange rates				41,322			(97,744	)
Effect of movements in exchange rates - debt
designated as net investment hedge				(37,913	)		76,141
Balance at end of year				1,884,182			1,315,757

a)Unsecured revolving credit facility

On September 2, 2022, the Group extended its credit facility until August 16, 2026. Under the new extension, the CAD availability and USD availability remain unchanged. The adoption of the Interest Rate Benchmark Reform - Phase 2 did not have a material impact on the Group’s consolidated financial statements as the only debt balances that were subject to LIBOR reform was the USD portion of unsecured revolver. The revolver agreement indicated that SOFR would be the main replacement for LIBOR in the United States. Effective as of September 2, 2022, the interest rate was the sum of the adjusted term secured overnight financing rate published by the Federal Reserve Bank of New York (“SOFR”) plus an applicable margin, which can vary between 113 and 175 basis points based on certain ratios. The change in interest rate did not have a material impact on the Group’s financial statements. Deferred financing fees of $0.8 million were recognized on the extension.

The Canadian interest rate benchmark reform - cessation of CDOR is not expected to have a material impact on the Group's financial statements. As at December 31, 2023, the only debt balances subject to the CDOR reform are the CAD portion of unsecured revolver with a drawn amount of $24.0 million at year-end. The CDOR tenor will cease to exist no later than June 28, 2024. As at December 31, 2023, the Group has no interest rate swaps that hedge variable interest debt.

The revolving credit facility is unsecured and can be extended annually. The Group’s revolving facilities have a total size of $951.4 million (December 31, 2022 - $929.6 million). The agreement provides an additional $190.0 million of credit availability (CAD $245 million and USD $5 million). The additional credit is available under certain conditions under the Group’s syndicated revolving credit agreement. As of December 31, 2023, the credit facility’s interest rate on CAD denominated debt was 6.58% (2022 – 4.49%) and on USD denominated debt was 6.60% (2022 – 4.30%).

The debt issuances described above are subject to certain covenants regarding the maintenance of financial ratios. The Group was in compliance with these covenants at year-end (see note 26(f)).

b)Unsecured debenture

The unsecured debenture is maturing in December 2024 and is carrying an interest rate between 3.32% and 4.22% (2022 – 3.32% to 4.22%) depending on certain ratios. As of December 31, 2023, the debenture’s effective rate was 3.32% (2022 – 3.32%). The debenture may be repaid, without penalty, after December 20, 2022, subject to the approval of the Group’s syndicate of bank lenders.

c)Unsecured senior notes

This loan takes the form of senior notes each carrying an interest rate and maturity date as detailed in the table above. These notes may be prepaid at any time prior to maturity date, in part or in total, at 100% of the principal amount and the make-whole amount determined at the prepayment date with respect to such principal amount.

On October 13, 2023, the Company received $500 million in proceeds from the issuance of new debts taking the form of unsecured senior notes consisting of five tranches, with terms from 5 to 20 years and bearing fixed interest rates between 6.27% and 7.11%. Deferred financing fees of $1.2 million were recognized as a result of the transaction.

On August 21, 2023, the Company received $75 million in proceeds from the issuance of new debts taking the form of unsecured senior notes consisting of two tranches, $50 million and $25 million, maturing on August 19, 2035 and 2038, bearing fixed interest rates of 5.56% and 5.64%, respectively. Deferred financing fees of $0.1 million were recognized as a result of the transaction.

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

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

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

The debt issuances described above are subject to certain covenants regarding the maintenance of financial ratios. The Group was in compliance with these covenants at year-end (see note 26(f)).

d)Conditional sales contracts

Conditional sales contracts are secured by rolling stock having a carrying value of $89.6 million (December 31, 2022 - $126.4 million,) (see note 9).

e)Principal installments of long-term debt payable during the subsequent years are as follows:

	Less than		1 to 5		More than
	1 year		years		5 years		Total
Unsecured revolving facilities		-		23,906		-		23,906
Unsecured debenture		151,023		-		-		151,023
Unsecured senior notes		-		150,000		1,505,000		1,655,000
Conditional sales contracts		22,974		31,279		-		54,253
Other long-term debt		354		4,338		-		4,692
		174,351		209,523		1,505,000		1,888,874

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Lease liabilities

12 Months Ended

Dec. 31, 2023

Lease liabilities [abstract]

Lease liabilities

15.Lease liabilities

	As at		As at
	December 31, 2023		December 31, 2022
Current portion of lease liabilities		127,397		115,934
Long-term portion of lease liabilities		332,761		297,105
		460,158		413,039

The table below summarizes changes to the lease liabilities:

		2023			2022
Balance at beginning of year			413,039			429,206
Business combinations	5		30,994			28,269
Sale of business	6		-			(3,129	)
Additions			155,218			117,221
Derecognition*			(18,635	)		(16,285	)
Repayment			(128,107	)		(123,606	)
Effect of movements in exchange rates			7,649			(18,637	)
Balance at end of year			460,158			413,039

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

The incremental borrowing rate used on average for 2023 is 5.44% (2022 – 4.01%).

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 $7.9 million (2022 – $9.9 million) related to extension options that the Group is reasonably certain to exercise.

The Group has estimated that the potential future lease payments, should it exercise the remaining extension options, would result in an increase in lease liabilities of $375.0 million (2022 - $377.7 million).

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

Variable lease payments

Some leases contain variable lease payments which are not included in the measurement of the lease liability. These payments include, amongst others, common area maintenance fees, municipal taxes and vehicle maintenance fees. The expense related to variable lease payments for the year ended December 31, 2023 was $21.9 million (2022 - $20.6 million).

Sub-leases

The Group sub-leases some of its properties. Income from sub-leasing right-of-use assets for the year ended December 31, 2023 was $15.7 million (2022 - $15.2 million), presented in “Other operating expenses”.

Contractual cash flows

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

	As at
	December 31, 2023
Less than 1 year		145,542
Between 1 and 5 years		295,989
More than 5 years		78,016
		519,547

For the year ended December 31, 2023, operating lease expenses of $36.8 million (2022 – $45.6 million) were recognized in the consolidated statement of income for leases that either did not meet the definition of a lease under IFRS 16, or were excluded based on practical expedients applied.

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Employee benefits

12 Months Ended

Dec. 31, 2023

Disclosure of information about defined benefit plans [abstract]

Employee benefits

16.Employee benefits

TFI International pension plans

The Group sponsors defined benefit pension plans for 1 of its employees (2022 – 99).

These plans are all within Canada and include one unregistered plan. The last pension benefits were paid in 2023 for all the defined benefit pension plans but one. The defined benefit plans are no longer offered to employees. Therefore, the future obligation will only vary by actuarial re-measurements.

The Group measures its accrued benefit obligations and the fair value of plan assets for accounting purposes as at December 31 of each year. The most recent actuarial valuation of the pension plans for funding purposes was as of December 31, 2022 and the next required valuation will be as of December 31, 2023.

TForce Freight pension plans

Pursuant to the terms of the purchase agreement for TForce Freight, the Group has recognized defined benefit pension plans for certain participants of the UPS Pension plans. The pension plans have ongoing benefit accruals and new employees that are eligible to participate in the plans once they satisfy the participation requirements. The pension plans include 6,895 active participants (2022 - 8,787).

The plans do not have recurring contributions for employees. These plans are still required to fund past service costs and are fully funded by the Group. The Group measures its accrued benefit obligations and the fair value of plan assets for accounting purposes as at December 31 of each year. The most recent actuarial valuation of the pension plans for funding purposes was as of December 31, 2022 and the next required valuation will be as of December 31, 2023.

Information in the tables that follow pertains to all of the Group’s defined benefit pension plans.

	December 31, 2023									December 31, 2022
	TFI			TForce						TFI			TForce
	International			Freight						International			Freight
	pension			pension						pension			pension
	plans			plans			Total			plans			plans			Total
Defined benefit obligation		13,999			212,373			226,372			20,189			144,110			164,299
Fair value of plan assets		(200	)		(172,941	)		(173,141	)		(10,214	)		(158,444	)		(168,658	)
Net defined benefit liability (asset)		13,799			39,432			53,231			9,975			(14,334	)		(4,359	)

Plan assets comprise:

	December 31, 2023			December 31, 2022
TFI International pension plans
Equity securities		14	%		7	%
Debt securities		0	%		91	%
Other		86	%		2	%
TForce Freight pension plans
Equity securities		95	%		95	%
Debt securities		5	%		5	%

All equity and debt securities have quoted prices in active markets. Debt securities are held through mutual funds and primarily hold investments with ratings of AAA, AA or A, based on Moody’s ratings.

Movement in the present value of the accrued benefit obligation for defined benefit plans:

	December 31, 2023									December 31, 2022
	TFI			TForce						TFI			TForce
	International			Freight						International			Freight
	pension			pension						pension			pension
	plans			plans			Total			plans			plans			Total
Defined benefit obligation,
beginning of year		20,189			144,110			164,299			27,127			133,653			160,780
Current service cost		382			58,155			58,537			539			115,967			116,506
Interest cost		787			7,342			8,129			730			3,522			4,252
Benefits paid		(10,139	)		(3,832	)		(13,971	)		(985	)		(1,283	)		(2,268	)
Remeasurement loss (gain) arising from:
- Demographic		-			1,017			1,017			-			(12,200	)		(12,200	)
- Financial assumptions		566			7,303			7,869			(4,880	)		(83,707	)		(88,587	)
- Experience		1,849			(1,760	)		89			(489	)		(11,463	)		(11,952	)
Settlement		28			29			57			-			82			82
Effect of movements in exchange rates		337			9			346			(1,853	)		(461	)		(2,314	)
Defined benefit obligation, end of year		13,999			212,373			226,372			20,189			144,110			164,299

Movement in the fair value of plan assets for defined benefit plans:

	December 31, 2023									December 31, 2022
	TFI			TForce						TFI			TForce
	International			Freight						International			Freight
	pension			pension						pension			pension
	plans			plans			Total			plans			plans			Total
Fair value of plan assets,
beginning of year		10,214			158,444			168,658			13,437			80,466			93,903
Interest income		250			8,124			8,374			348			3,746			4,094
Employer contributions		37			-			37			457			103,099			103,556
Benefits paid		(10,139	)		(3,832	)		(13,971	)		(985	)		(1,283	)		(2,268	)
Fair value remeasurement		(165	)		11,816			11,651			(2,066	)		(25,407	)		(27,473	)
Plan administration expenses		(44	)		(1,623	)		(1,667	)		(59	)		(1,735	)		(1,794	)
Effect of movements in exchange rates		47			12			59			(918	)		(442	)		(1,360	)
Fair value of plan assets, end of year		200			172,941			173,141			10,214			158,444			168,658

Expense recognized in income or loss:

	December 31, 2023								December 31, 2022
	TFI		TForce						TFI			TForce
	International		Freight						International			Freight
	pension		pension						pension			pension
	plans		plans			Total			plans			plans			Total
Current service cost		382		58,155			58,537			539			115,967			116,506
Net interest cost		537		(782	)		(245	)		382			(224	)		158
Plan administration expenses		44		1,623			1,667			59			1,735			1,794
Net settlement		28		29			57			-			82			82
Pension expense		991		59,025			60,016			980			117,560			118,540
Actual return on plan assets		85		19,940			20,025			(1,718	)		(21,661	)		(23,379	)

Actuarial losses recognized in other comprehensive income:

	December 31, 2023								December 31, 2022
	TFI		TForce						TFI			TForce
	International		Freight						International			Freight
	pension		pension						pension			pension
	plans		plans			Total			plans			plans			Total
Amount accumulated in retained		8,871		(75,238	)		(66,367	)		12,174			6,643			18,817
earnings, beginning of year
Recognized during the year		2,580		(5,256	)		(2,676	)		(3,303	)		(81,881	)		(85,184	)
Amount accumulated in retained
earnings, end of year		11,451		(80,494	)		(69,043	)		8,871			(75,238	)		(66,367	)
Recognized during the year, net of tax		1,902		(3,918	)		(2,016	)		(2,435	)		(61,073	)		(63,508	)

The significant actuarial assumptions used (expressed as weighted average):

	December 31, 2023						December 31, 2022
	TFI			TForce			TFI			TForce
	International			Freight			International			Freight
	pension			pension			pension			pension
	plans			plans			plans			plans
Defined benefit obligation:
Discount rate at		4.8	%		5.0	%		5.0	%		5.2	%
Future salary increases		3.0	%		2.0	%		1.6	%		2.0	%
Employee benefit expense:
Discount rate at		5.0	%		5.0	%		2.4	%		5.2	%
Rate of return on plan assets at		5.0	%		5.0	%		2.4	%		5.2	%
Future salary increases		3.0	%		2.0	%		3.0	%		2.0	%

Assumptions regarding future mortality are based on published statistics and mortality tables. The current longevities underlying the value of the liabilities in the defined benefit plans are as follows:

	December 31, 2023				December 31, 2022
	TFI		TForce		TFI		TForce
	International		Freight		International		Freight
	pension		pension		pension		pension
	plans		plans		plans		plans
Longevity at age 65 for current pensioners
Males		22.3		19.1		22.7		19.0
Females		25.0		22.0		24.9		21.4
Longevity at age 65 for current members aged 45
Males		23.8		20.6		23.6		20.6
Females		26.3		23.4		25.8		22.9

At December 31, 2023 the weighted average duration of the defined benefit obligation was:

TFI International pension plans	9.5
TForce Freight pension plans	17.6

The following table presents the impact of changes of major assumptions on the defined benefit obligation for the years ended:

	2023					2022
	Increase			Decrease		Increase			Decrease
Discount rate (1% movement)		(34,520	)		44,102		(25,536	)		32,517

Historical information:

	2023			2022			2021			2020			2019
Defined benefit obligation		226,372			164,299			160,780			35,529			31,449
Fair value of plan assets		(173,141	)		(168,658	)		(93,903	)		(21,147	)		(18,108	)
Deficit (surplus) in the plan		53,231			(4,359	)		66,877			14,382			13,341
Experience adjustments arising on plan obligations		8,975			(112,739	)		5,823			3,220			2,116
Experience adjustments arising on plan assets		11,651			(27,473	)		310			1,129			467

The Group expects contributions of $20.0 million to be paid to its defined benefit plans in 2024.

Contributions to multi-employer plans

Pursuant to the terms of the purchase agreement for JHT, the Group participates in, under collective bargaining agreements, three multi-employer benefit plans named :

•Central States, Southeast and Soutwest Areas Pension Plan

•IAM National Pension Fund

•Western Congerence of Teamsters Pension Plan

The Groups contribution under the plans were expensed as incurred and totaled $3.5 million in 2023.

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Provisions

12 Months Ended

Dec. 31, 2023

Provisions [abstract]

Provisions

17.Provisions

	Note		Self-insurance			Other			Total
Balance at December 31, 2021				69,467			77,690			147,157
Additions through business combinations		5		-			280			280
Provisions made during the year				126,439			15,372			141,811
Provisions used during the year				(80,040	)		(13,470	)		(93,510	)
Provisions reversed during the year				(13,236	)		(306	)		(13,542	)
Unwind of discount on long-term provisions				(4,153	)		-			(4,153	)
Sale of business		6		(1,465	)		-			(1,465	)
Effect of movements in exchange rates				(761	)		(178	)		(939	)
Balance at December 31, 2022				96,251			79,388			175,639
Additions through business combinations		5		16,364			3,555			19,919
Provisions made during the year				159,276			12,937			172,213
Provisions used during the year				(129,089	)		(52,637	)		(181,726	)
Provisions reversed during the year				(16,705	)		(7,080	)		(23,785	)
Unwind of discount on long-term provisions				(2,666	)		-			(2,666	)
Effect of movements in exchange rates				214			92			306
Balance at December 31, 2023				123,645			36,255			159,900
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
As at December 31, 2022
Current provisions				33,918			9,985			43,903
Non-current provisions				62,333			69,403			131,736
				96,251			79,388			175,639

Self-insurance provisions represent the uninsured portion of outstanding claims at year-end. The current portion reflects the amount expected to be paid in the following year. Due to the long-term nature of the liability, the provision has been calculated using a discount rate of 3.84% (2022 – 3.99%). Other provisions include mainly litigation provisions of $16.6 million (2022 - $42.3 million) and environmental remediation liabilities of $9.7 million (2022 - $23.4 million). Litigation provisions contain various pending claims for which management used judgement and assumptions about future events. The outcomes will depend on future claim developments.

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Deferred tax assets and liabilities

12 Months Ended

Dec. 31, 2023

Deferred tax assets and liabilities [abstract]

Deferred tax assets and liabilities

18.Deferred tax assets and liabilities

	December 31, 2023			December 31, 2022
Property and equipment		(382,208	)		(360,111	)
Intangible assets		(127,547	)		(72,032	)
Right-of-use assets		8,600			7,497
Employee benefits		26,510			23,111
Provisions		51,458			53,818
Tax losses		10,054			5,686
Other		506			892
Net deferred tax liabilities		(412,627	)		(341,139	)
Presented as:
Deferred tax assets		20,615			27,047
Deferred tax liabilities		(433,242	)		(368,186	)

Movement in temporary differences during the year:

	Balance			Recognized			Recognized			Disposal			Acquired			Balance
	December 31,			in income			directly			of			in business			December 31,
	2022			or loss			in equity			business			combinations			2023
Property and equipment		(360,111	)		8,637			(3,233	)		-			(27,501	)		(382,208	)
Intangible assets		(72,032	)		10,870			(798	)		-			(65,587	)		(127,547	)
Long-term debt		7,497			660			443			-			-			8,600
Employee benefits		23,111			5,119			(1,720	)		-			-			26,510
Provisions		53,818			(5,399	)		(2,303	)		-			5,342			51,458
Tax losses		5,686			2,953			1,411			-			4			10,054
Other		892			(396	)		10			-			-			506
Net deferred tax liabilities		(341,139	)		22,444			(6,190	)		-			(87,742	)		(412,627	)
	Balance			Recognized			Recognized			Disposal			Acquired			Balance
	December 31,			in income			directly			of			in business			December 31,
	2021			or loss			in equity			business			combinations			2022
Property and equipment		(432,334	)		1,397			7,194			67,442			(3,810	)		(360,111	)
Intangible assets		(78,888	)		8,231			1,956			8,490			(11,821	)		(72,032	)
Long-term debt		8,025			(31	)		(497	)		-			-			7,497
Employee benefits		43,821			6,711			(27,421	)		-			-			23,111
Provisions		57,961			(4,466	)		406			(1,490	)		1,407			53,818
Tax losses		10,272			(4,058	)		(545	)		-			17			5,686
Other		(2,917	)		696			2,755			-			358			892
Net deferred tax liabilities		(394,060	)		8,480			(16,152	)		74,441			(13,848	)		(341,139	)

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Share capital and other components of equity

12 Months Ended

Dec. 31, 2023

Share Capital And Other Components Of Equity [Abstract]

Share capital and other components of equity

19.Share capital and other components of equity

The Company is authorized to issue an unlimited number of common shares and preferred shares, issuable in series. Both common and preferred shares are without par value. All issued shares are fully paid.

The common shares entitle the holders thereof to one vote per share. The holders of the common shares are entitled to receive dividends as declared from time to time. Subject to the rights, privileges, restrictions and conditions attached to any other class of shares of the Company, the holders of the common shares are entitled to receive the remaining property of the Company upon its dissolution, liquidation or winding-up.

The following table summarizes the number of common shares issued:

(in number of shares)	Note		2023			2022
Balance, beginning of year				86,539,559			92,152,893
Repurchase and cancellation of own shares				(2,609,900	)		(6,368,322	)
Stock options exercised		21		512,074			754,988
Balance, end of period				84,441,733			86,539,559

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

	2023			2022
Balance, beginning of year		1,089,229			1,133,181
Repurchase and cancellation of own shares		(28,303	)		(68,536	)
Cash consideration of stock options exercised		12,777			16,502
Ascribed value credited to share capital on stock options exercised, net of tax		4,402			6,298
Issuance of shares on settlement of RSUs and PSUs, net of tax		29,185			1,784
Balance, end of year		1,107,290			1,089,229

Pursuant to the normal course issuer bid (“NCIB”) which began on November 2, 2023 and ends 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 December 31, 2023, and since the inception of this NCIB, the Company has repurchased and cancelled 785,140 shares.

During 2023, the Company repurchased 2,609,900 common shares at a weighted average price of $110.36 per share for a total purchase price of $288.0 million relating to the current and prior NCIB. During 2022, the Company repurchased 6,368,322 common shares at a

weighted average price of $89.19 per share for a total purchase price of $568.0 million relating to a previous NCIB. The excess of the purchase price paid over the carrying value of the shares repurchased in the amount of $259.7 million (2022 – $499.4 million) was charged to retained earnings as share repurchase premium.

Dividends

In 2023, the Company declared quarterly dividends amounting to a total of $1.45 per outstanding common share when the dividend was declared (2022 – $1.16) for a total of $124.3 million (2022 - $102.6 million). On February 15, 2024, the Board of Directors approved a quarterly dividend of $0.40 per outstanding common share of the Company’s capital, for an expected aggregate payment of $33.8 million to be paid on April 15, 2024 to shareholders of record at the close of business on March 29, 2024.

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Earnings per share

12 Months Ended

Dec. 31, 2023

Earnings per share [abstract]

Earnings per share

20.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)	2023			2022
Net income		504,877			823,232
Issued common shares, beginning of period		86,539,559			92,152,893
Effect of stock options exercised		340,802			314,112
Effect of repurchase of own shares		(972,615	)		(3,107,423	)
Weighted average number of common shares		85,907,746			89,359,582
Earnings per share – basic (in dollars)		5.88			9.21

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)	2023		2022
Net income		504,877		823,232
Weighted average number of common shares		85,907,746		89,359,582
Dilutive effect:
Stock options, restricted share units
and performance share units		1,147,023		1,898,097
Weighted average number of diluted common shares		87,054,769		91,257,679
Earnings per share - diluted (in dollars)		5.80		9.02

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

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Share-based payment arrangements

12 Months Ended

Dec. 31, 2023

Disclosure of terms and conditions of share-based payment arrangement [abstract]

Share-based payment arrangements

21.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 and in dollars)				2023					2022
				Weighted					Weighted
	Number			average		Number			average
	of			exercise		of			exercise
	options			price		options			price
Balance, beginning of year		1,302			27.89		2,061			25.70
Exercised		(512	)		25.92		(755	)		21.84
Forfeited		-			-		(4	)		40.41
Balance, end of year		790			29.17		1,302			27.89
Options exercisable, end of year		790			29.17		1,273			27.60

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

(in thousands of options and in dollars)		Options outstanding and exercisable
				Weighted
				average
		Number		remaining
		of		contractual life
Exercise prices		options		(in years)
	26.82		13		0.1
	23.70		233		1.1
	30.71		496		2.2
	40.41		48		3.6
			790		1.9

Of the options outstanding at December 31, 2023, a total of 726,572 (2022 – 1,106,883) are held by key management personnel.

The weighted average share price at the date of exercise for stock options exercised in 2023 was $123.72 (2022 – $99.32).

In 2023, the Group recognized a compensation expense of $0.2 million (2022 - $0.4 million) with a corresponding increase to contributed surplus.

No stock options were granted during 2023 and 2022 under the Company’s stock option plan.

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

Quarterly cash amounts are paid to the board members on the second Thursday following each quarter. In addition, an equity portion of compensation is awarded, comprised of restricted share units granted annually effective on the date of each Annual Meeting, with a vesting period of one year.

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

The following table provides the number of DSUs related to this plan:

(in units)	2023			2022
Balance, beginning of year		310,128			306,554
Paid		(313,312	)		-
Forfeited		(170	)		-
Dividends paid in units		3,354			3,574
Balance, end of year		-			310,128

In 2023, the Group recognized, as a result of the cash-settled director compensation plan, a compensation expense of $1.1 million (2022 - $1.2 million).

In personnel expenses, the Group recognized a mark-to-market loss on DSUs of $4.5 million (2022 – gain of $1.3 million).

As at December 31, 2023, the total carrying amount of liabilities for cash-settled arrangements recorded in trade and other payables is $2.9 million (2022 - $31.0 million) following the settlement of all outstanding DSUs in 2023 for a total cash settlement of $35.8 million, of which $2.9 million is payable at the end of 2024.

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 performance share units (“PSUs”) and of restricted share units (‘’RSUs’’). The PSUs are subject

to both performance and time cliff vesting conditions on the third anniversary of the award whereas the RSUs are only subject to a time cliff vesting condition on the third anniversary of the award. The performance conditions attached to the PSUs are equally weighted between absolute earnings before interest and income tax and relative total shareholder return (“TSR”). For purposes of the relative TSR portion, there are two equally weighted comparisons: the first portion is compared against the TSR of a group of transportation industry peers and the second portion is compared against the S&P/TSX60 index.

Restricted share units

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

On 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.

On February 7, 2022, the Company granted a total of 63,404 RSUs under the Company’s equity incentive plan of which 39,750 were granted to key management personnel. The fair value of the RSUs is determined to be the share price fair value at the date of the grant and is recognized as a share-based compensation expense, through contributed surplus, over the vesting period. The fair value of the RSUs granted was $98.27 per unit.

On April 28, 2022, the Company granted a total of 10,815 RSUs under the Company’s equity incentive plan of which 10,815 were granted to the directors of the Company under the new 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 $83.28 per unit.

The table below summarizes changes to the outstanding RSUs:

(in thousands of RSUs and in dollars)				2023					2022
				Weighted					Weighted
	Number			average		Number			average
	of			grant date		of			grant date
	RSUs			fair value		RSUs			fair value
Balance, beginning of year		272			58.33		272			54.27
Granted		63			115.81		74			96.04
Reinvested		4			74.69		3			60.68
Settled		(145	)		36.87		(49	)		93.80
Settled on sale of business		-			-		(15	)		44.19
Forfeited		(2	)		69.92		(13	)		71.13
Balance, end of year		192			93.62		272			58.33

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

(in thousands of RSUs and in dollars)		RSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		RSUs		(in years)
	70.59		71		0.1
	117.85		8		0.3
	98.27		58		1.1
	115.51		55		2.1
			192		1.0

The weighted average share price at the date of settlement of the other RSUs vested in 2023 was $115.13 (2022 – $83.28). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded RSUs, in the amount of $18.3 million (2022 – $1.2 million), was charged to retained earnings as share repurchase premium.

On August 31, 2022, due to the sale of CFI’s truckload, Temp Control and Mexican non-asset logistics businesses, a total of 22,876 RSUs were cancelled (14,630 RSUs settled and 8,246 RSUs forfeited), and the employees were compensated based on the plan terms,

which required unvested awards to be forfeited and vested awards to be paid out in cash equal to the fair value of the shares. The weighted average share price at the date of settlement of RSUs was $104.28. The Group expensed the total initial grant date fair value of the settled RSUs and the excess of the price paid over the carrying value of shares, in the amount of $0.8 million, was accounted for as repurchase of an equity interest and charged to retained earnings.

In 2023, the Group recognized, as a result of RSUs, a compensation expense of $6.0 million (2022 - $6.9 million) with a corresponding increase to contributed surplus.

Of the RSUs outstanding at December 31, 2023, a total of 116,368 (2022 – 171,790) are held by key management personnel.

Performance share units

On February 6, 2023, the Company granted a total of 55,400 PSUs under the Company’s equity incentive plan of which 38,275 were granted to key management personnel. The fair value of the PSUs is determined using a Monte Carlo simulation model for the TSR portion and using management’s estimates for the absolute earnings before interest and income tax portion. The estimates related to the absolute earnings before interest and income tax portion are revised during the vesting period and the cumulative amount recognized at each reporting date is based on the number of equity instruments for which service and non-market performance conditions are expected to be satisfied. The share-based compensation expense is recognized, through contributed surplus, over the vesting period. The fair value of the PSUs granted was $135.15 per unit as at grant date and $135.15 per unit as at December 31, 2023.

On February 7, 2022, the Company granted a total of 63,404 PSUs under the Company’s equity incentive plan of which 39,750 were granted to key management personnel. The fair value of the PSUs is determined using a Monte Carlo simulation model for the TSR portion and using management’s estimates for the absolute earnings before interest and income tax portion. The estimates related to the absolute earnings before interest and income tax portion are revised during the vesting period and the cumulative amount recognized at each reporting date is based on the number of equity instruments for which service and non-market performance conditions are expected to be satisfied. The share-based compensation expense is recognized, through contributed surplus, over the vesting period. The fair value of the PSUs granted was $100.43 per unit as at grant date and $120.08 per unit as at December 31, 2023.

The table below summarizes changes to the outstanding PSUs:

(in thousands of PSUs and in dollars)				2023					2022
				Weighted					Weighted
	Number			average		Number			average
	of			grant date		of			grant date
	PSUs			fair value		PSUs			fair value
Balance, beginning of year		261			62.87		226			52.25
Granted		55			135.15		63			100.43
Reinvested		4			84.93		3			62.94
Settled		(267	)		32.70		(6	)		47.77
Added due to performance conditions		134			32.93		22			50.87
Settled on sale of business		-			-		(28	)		46.85
Forfeited		(3	)		109.61		(19	)		75.59
Balance, end of year		184			106.17		261			62.87

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

(in thousands of PSUs and in dollars)		PSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		PSUs		(in years)
	89.64		71		0.1
	100.43		58		1.1
	135.15		55		2.1
			184		1.0

The weighted average share price at the date of settlement of the other PSUs vested in 2023 was $115.13 (2022 – $104.53). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded PSUs, in the amount of $36.6 million, was charged to retained earnings as share repurchase premium (2022 – $1.8 million).

On August 31, 2022, due to the sale of CFI’s truckload, Temp Control and Mexican non-asset logistics businesses, a total of 41,380 PSUs, including 18,504 PSUs added for performance conditions met as per PSU plan terms, were cancelled (28,442 PSUs settled and

12,938 PSUs forfeited), and the employees were compensated based on the plan terms, which require unvested awards to be forfeited and vested awards to be paid out in cash equal to the fair value of the shares. The weighted average share price at the date of settlement of PSUs was $104.28. The Group expensed the total fair value of the settled PSUs and the excess of the price paid over the carrying value of shares, in the amount of $0.8 million, was accounted for as repurchase of an equity interest and charged to retained earnings.

In 2023, the Group recognized, as a result of PSUs, a compensation expense of $7.3 million (2022 - $7.3 million) with a corresponding increase to contributed surplus.

Of the PSUs outstanding at December 31, 2023, a total of 116,368 (2022 – 171,790) are held by key management personnel.

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Materials and services expenses

12 Months Ended

Dec. 31, 2023

Material income and expense [abstract]

Materials and services expenses

22.Materials and services expenses

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

	2023		2022
Independent contractors		2,805,924		3,394,544
Vehicle operation expenses		999,922		1,197,647
		3,805,846		4,592,191

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Personnel expenses

12 Months Ended

Dec. 31, 2023

Personnel Expense [Abstract]

Personnel expenses

23.Personnel expenses

	Note		2023		2022
Short-term employee benefits				2,007,954		2,216,769
Contributions to defined contribution plans				8,399		9,570
Current and past service costs related to defined benefit plans		16		58,537		116,506
Termination benefits				16,743		6,688
Equity-settled share-based payment transactions		21		13,451		14,648
Cash-settled share-based payment transactions		21		4,538		(1,325	)
				2,109,622		2,362,856

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Finance Income and Finance Costs

12 Months Ended

Dec. 31, 2023

Disclosure Of Finance Income And Finance Costs [Abstract]

Finance income and finance costs

24.Finance income and finance costs

Recognized in income or loss:

Costs (income)	2023			2022
Interest expense on long-term debt and amortization of deferred financing fees		59,432			52,230
Interest expense on lease liabilities		16,042			13,264
Interest income		(8,121	)		(1,750	)
Net change in fair value and accretion expense of contingent considerations		165			216
Net foreign exchange (gain) loss		(491	)		556
Other financial expenses		13,844			15,881
Net finance costs		80,871			80,397
Presented as:
Finance income		(8,612	)		(1,750	)
Finance costs		89,483			82,147

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Income tax expense

12 Months Ended

Dec. 31, 2023

Major components of tax expense (income) [abstract]

Income tax expense

25.Income tax expense

Income tax recognized in income or loss:

	2023			2022
Current tax expense
Current period		192,388			263,877
Adjustment for prior years		1,943			(12,988	)
		194,331			250,889
Deferred tax expense (recovery)
Origination and reversal of temporary differences		(20,102	)		(19,834	)
Variation in tax rate		1,551			(242	)
Adjustment for prior years		(3,893	)		11,596
		(22,444	)		(8,480	)
Income tax expense		171,887			242,409

Income tax recognized in other comprehensive income:

	2023									2022
				Tax									Tax
	Before			(benefit)			Net of			Before			(benefit)			Net of
	tax			expense			tax			Tax			expense			tax
Foreign currency translation differences		(881	)		-			(881	)		(10,148	)		-			(10,148	)
Defined benefit plan remeasurement gains (losses)		2,676			660			2,016			85,184			21,676			63,508
Employee benefit		-			-			-			304			12			292
Gain (loss) on net investment hedge		37,913			(1,792	)		39,705			(76,141	)		(4,095	)		(72,046	)
Change in fair value of investment in equity securities		8,383			1,102			7,281			(6,573	)		(1,078	)		(5,495	)
		48,091			(30	)		48,121			(7,374	)		16,515			(23,889	)

Reconciliation of effective tax rate:

			2023					2022
Income before income tax				676,764					1,065,641
Income tax using the Company’s
statutory tax rate	26.5	%		179,342		26.5	%		282,395
Increase (decrease) resulting from:
Rate differential between jurisdictions	0.1	%		548		-0.2	%		(2,206	)
Variation in tax rate	0.2	%		1,551		0.0	%		(242	)
Non deductible expenses	0.3	%		2,005		0.3	%		3,105
Tax deductions and tax
exempt income*	-2.2	%		(14,909	)	-3.8	%		(40,172	)
Adjustment for prior periods	-0.3	%		(1,950	)	-0.1	%		(1,392	)
Multi-jurisdiction tax	0.8	%		5,300		0.1	%		921
	25.4	%		171,887		22.7	%		242,409

* Tax deductions and tax exempt income for 2022 is mainly due to the gain on sale of business recorded on the sale of CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses resulting in no taxes.

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Financial instruments and financial risk management

12 Months Ended

Dec. 31, 2023

Disclosure of detailed information about financial instruments [abstract]

Financial instruments and financial risk management

26.Financial instruments and financial risk management

Risks

In the normal course of its operations and through its financial assets and liabilities, the Group is exposed to the following risks:

•credit risk

•liquidity risk

•market risk.

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives and processes for managing risk, and the Group’s management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.

Risk management framework

The Group’s management identifies and analyzes the risks faced by the Group, sets appropriate risk limits and controls, and monitors risks and adherence to limits. Risk management is reviewed regularly to reflect changes in market conditions and the Group’s activities.

The Board of Directors has overall responsibility of the Group’s risk management framework. The Board of Directors monitors the Group’s risks through its audit committee. The audit committee reports regularly to the Board of Directors on its activities.

The Group’s audit committee oversees how management monitors and manages the Group’s risks and is assisted in its oversight role by the Group’s internal audit. Internal audit undertakes both regular and ad hoc reviews of risk, the results of which are reported to the audit committee.

a)Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligation, and arises principally from the Group’s trade receivables. The Group grants credit to its customers in the ordinary course of business. Management believes that the credit risk of trade receivables is limited due to the following reasons:

•There is a broad base of customers with dispersion across different market segments;

•No single customer accounts for more than 5% of the Group’s revenue;

•Approximately 89.9% (2022 – 85.3%) of the Group’s trade receivables are not past due or 30 days or less past due;

•Bad debt expense has been less than 0.3% of consolidated revenues for the last 2 years.

Exposure to credit risk

The Group’s maximum credit exposure corresponds to the carrying amount of the financial assets. The maximum exposure to credit risk at the reporting date was:

	December 31, 2023		December 31, 2022
Trade and other receivables		894,771		1,030,726

Impairment losses

The aging of trade and other receivables at the reporting date was:

			Allowance				Allowance
			for expected				for expected
	Total		credit loss		Total		credit loss
	2023		2023		2022		2022
Not past due		619,888		1,817		696,357		1,124
Past due 1 – 30 days		159,928		2,909		184,907		2,904
Past due 31 – 60 days		47,529		8,727		83,676		8,712
Past due more than 60 days		96,932		16,053		94,824		16,298
		924,277		29,506		1,059,764		29,038

The movement in the allowance for expected credit loss in respect of trade and other receivables during the year was as follows:

	2023			2022
Balance, beginning of year		29,038			27,317
Business combinations		2,100			127
Sale of business		-			(1,914	)
Bad debt expenses		30,992			19,644
Amount written off and recoveries		(33,302	)		(14,129	)
Effect of movements in exchange rates		678			(2,007	)
Balance, end of year		29,506			29,038

b)Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to its reputation.

Cash inflows and cash outflows requirements from the Group’s entities are monitored closely and separately to ensure the Group optimizes its cash return on investment. Typically, the Group ensures that it has sufficient cash to meet expected operational expenses; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted. The Group monitors its short and medium-term liquidity needs on an ongoing basis using forecasting tools. In addition, the Group maintains revolving facilities, which have $915.3 million availability as at December 31, 2023 (2022 - $911.8 million) and an additional $190.0 million credit available (CAD $245 million and USD $5 million). The additional credit is available under certain conditions under the Group’s syndicated bank agreement (2022 - $185.8 million, CAD $245 million and USD $5 million).

The following are the contractual maturities of the financial liabilities, including estimated interest payment:

	Carrying		Contractual		Less than		1 to 2		2 to 5		More than
	amount		cash flows		1 year		years		years		5 years
2023
Trade and other payables		671,936		671,936		671,936		-		-		-
Long-term debt		1,884,274		2,644,474		257,414		354,206		293,772		1,739,082
Other financial liability		13,572		13,572		12,732		840		-		-
		2,569,782		3,329,982		942,083		355,046		293,772		1,739,082
2022
Trade and other payables		708,768		708,768		708,768		-		-		-
Long-term debt		1,315,757		1,659,085		80,916		268,727		229,969		1,079,473
Other financial liability		8,775		8,775		8,775		-		-		-
		2,033,300		2,376,628		798,459		268,727		229,969		1,079,473

It is not expected that the contractual cash flows could occur significantly earlier, or at significantly different amounts.

c)Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposure within acceptable parameters, while optimizing the return.

The Group buys and sell derivatives, periodically, and also incurs financial liabilities, in order to manage market risks. All such transactions are carried out within the guidelines set by the Group’s management and it does not use derivatives for speculative purposes.

The Group buys investment in equity securities to hold the investments for the long term for strategic purposes. All investments are designated as fair value through OCI.

d)Currency risk

The Group is exposed to currency risk on financial assets and liabilities, sales and purchases that are denominated in a currency other than the respective functional currencies of Group entities. Primarily the Canadian entities are exposed to U.S. dollars and entities having a functional currency other than the Canadian dollars (foreign operations) are not significantly exposed to currency risk. The Group mitigates and manages its future USD cash flow by creating offsetting positions through the use of foreign exchange contracts periodically and USD debt.

To mitigate its financial net liabilities exposure to foreign currency risk related to Canadian entities, the Group designated a portion of its U.S. dollar denominated debt as a hedging item in a net investment hedge.

The Group’s financial assets and liabilities exposure to foreign currency risk related to Canadian entities was as follows based on notional amounts:

	2023			2022
Trade and other receivables		41,239			50,732
Trade and other payables		(7,379	)		(8,301	)
Long-term debt		(1,654,689	)		(1,079,774	)
Balance sheet exposure		(1,620,829	)		(1,037,343	)
Long-term debt designated as investment hedge		1,655,000			1,080,000
Net balance sheet exposure		34,171			42,657

The Group estimates its annual net USD denominated cash flow from operating activities at approximately $470 million (2022 - $720 million). This cash flow is earned evenly throughout the year.

The following exchange rates applied during the year:

	December 31, 2023		December 31, 2022
Average USD for the year ended		1.3497		1.3013
Closing USD as at		1.3243		1.3554

Sensitivity analysis

A 1-cent increase in the U.S. dollar at the reporting date, assuming all other variables, in particular interest rates, remain constant, would have increased (decreased) equity and income or loss by the amounts shown below. The analysis is performed on the same basis for 2022.

	2023						2022
	1-cent			1-cent			1-cent			1-cent
	Increase			Decrease			Increase			Decrease
Balance sheet exposure		(12,239	)		12,239			(7,653	)		7,653
Long-term debt designated as investment hedge		12,497			(12,497	)		7,968			(7,968	)
Net balance sheet exposure		258			(258	)		315			(315	)

e)Interest rate risk

The Group’s intention is to minimize its exposure to changes in interest rates by maintaining a significant portion of fixed-rate interest-bearing long-term debt. This is achieved by periodically entering into interest rate swaps, although no interest rate swaps were in effect during 2023.

At December 31, 2023 and 2022, the interest rate profile of the Group’s carrying amount of interest-bearing financial instruments excluding the effects of interest rate derivatives was:

	2023		2022
Fixed rate instruments		1,884,182		1,315,757
		1,884,182		1,315,757

The fair value of the interest rate swaps has been estimated using industry standard valuation models which use rates published on financial capital markets, adjusted for credit risk.

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial liabilities at fair value through income or loss. Therefore a change in interest rates at the reporting date would not affect income or loss.

f)Capital management

For the purposes of capital management, capital consists of share capital and retained earnings of the Group. The Group's objectives when managing capital are:

•To ensure proper capital investment in order to provide stability and competitiveness to its operations;

•To ensure sufficient liquidity to pursue its growth strategy and undertake selective acquisitions;

•To maintain an appropriate debt level so that there are no financial constraints on the use of capital; and

•To maintain investors, creditors and market confidence.

The Group seeks to maintain a balance between the highest returns that might be possible with higher levels of borrowings and the advantages and security of a sound capital position.

The Group monitors its long-term debt using the ratios below to maintain an appropriate debt level. The Group’s debt-to-equity and debt-to-capitalization ratios are as follows:

	2023		2022
Long-term debt		1,884,182		1,315,757
Shareholders' equity		2,591,410		2,463,070
Debt-to-equity ratio		0.73		0.53
Debt-to-capitalization ratio1		0.42		0.35

1 Long-term debt divided by the sum of shareholders' equity and long-term debt.

There were no changes in the Group’s approach to capital management during the year.

The Group’s credit facility agreement requires monitoring of two ratios on a quarterly basis. The first is a ratio of total debt plus letters of credit and some other long-term liabilities less cash (unrestricted cash for the credit facility and cash up to $100 million for the unsecured senior notes) to net income or loss before finance income and costs, income tax expense (recovery), depreciation, amortization, impairment of intangible assets, bargain purchase gain, and gain or loss on sale of land and buildings, assets held for sale and intangible assets (“Adjusted EBITDA”). The second is a ratio of adjusted earnings before interest, income taxes, depreciation and amortization and rent expense (“EBITDAR”), including last twelve months adjusted EBITDAR from acquisitions to interest and net rent expenses. These ratios are measured on a consolidated last twelve-month basis and are calculated as prescribed by the credit agreement which, among other things, requires the exclusion of the impact of IFRS 16 leases. These ratios must be kept below a certain threshold so as not to breach a covenant in the Group’s syndicated bank. At December 31, 2023 and 2022, the Group was in compliance with its financial covenants.

Management believes that the Group has sufficient liquidity to continue both its operations as well as its acquisition strategy.

Upon maturity of the Group’s long-term debt, the Group’s management and its Board of Directors will assess if the long-term debt should be renewed at its original value, increased or decreased based on the then required capital, credit availability and future interest rates.

g)Accounting classification and fair values

The fair values of financial assets and liabilities, together with the carrying amounts shown in the statements of financial position, are as follows:

	December 31, 2023				December 31, 2022
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial assets
Assets carried at fair value
Investment in equity securities		50,209		50,209		85,964		85,964
Assets carried at amortized cost
Trade and other receivables		894,771		894,771		1,030,726		1,030,726
		944,980		944,980		1,116,690		1,116,690
Financial liabilities
Liabilities carried at fair value
Other financial liability		27,119		27,119		19,657		19,657
Liabilities carried at amortized cost
Trade and other payables		671,936		671,936		708,768		708,768
Long-term debt		1,884,182		1,678,662		1,315,757		1,300,591
		2,583,237		2,377,717		2,044,182		2,029,016

Interest rates used for determining fair value

The carrying amount of the Group’s debt does not approximate fair value. The interest rates used to discount estimated cash flows to calculate fair value, when applicable, are based on the current interest rates for debt with similar terms, company rating and remaining maturity.

Fair value hierarchy

The Group’s financial assets and liabilities recorded at fair value on a recurring basis are investment in equity securities discussed above. Investment in equity securities include Level 1 investments that are marked to market with the publicly traded information as at December 31, 2023, and Level 2 investments that are marked to market using valuation techniques in which all significant inputs were based on observable market data. The remaining investment in equity securities is measured using level-3 inputs of the fair value hierarchy.

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Contingencies, letters of credit and other commitments

12 Months Ended

Dec. 31, 2023

Disclosure Of Commitments And Contingencies [Abstract]

Contingencies, letters of credit and other commitments

27.Contingencies, letters of credit and other commitments

a)Contingencies

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

b)Letters of credit

As at December 31, 2023, the Group had $106.2 million of outstanding letters of credit (2022 - $66.8 million).

c)Other commitments

As at December 31, 2023, the Group had $62.3 million of purchase commitments (2022 – $149.8 million) and $44.4 million of purchase orders for leases that the Group intends to enter into and that are expected to materialize within a year (2022 – $13.9 million).

On December 22, 2023, the Group has signed a definitive agreement to acquire Daseke, Inc., a flatbed and specialized transportation and logistics company in North America, for $8.30 in cash per common share, including merger consideration for the common stock, retirement of Daseke's preferred stock, payoff or assumption of outstanding debt, net of cash and estimated transaction fees and expenses, estimated at $1.1 billion. The transaction is subject to approval of holders of a majority of the outstanding shares of Daseke common stock and other customary closing conditions, including regulatory approvals, and is expected to close during the second quarter of 2024.

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Related parties

12 Months Ended

Dec. 31, 2023

Related party transactions [abstract]

Related parties

28.Related parties

Parent and ultimate controlling party

There is no single ultimate controlling party. Although the shares of the Company are widely held, certain institutional investors hold meaningful positions.

Transactions with key management personnel

Board members of the Company, executive officers and top managers of major Group entities are deemed to be key management personnel. There were no other transactions with key management personnel other than their respective compensation.

Key management personnel compensation

In addition to their salaries, the Company also provides non-cash benefits to board members and executive officers.

Executive officers also participate in the Company’s stock option and performance contingent restricted share unit and performance share unit plans and board members are entitled to deferred share units, as described in note 21. Costs incurred for key management personnel in relation to these plans are detailed below.

Key management personnel compensation comprised:

	2023		2022
Short-term benefits		15,457		16,858
Post-employment benefits		619		800
Equity-settled share-based payment transactions		8,674		10,874
		24,750		28,532

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Material accounting policies (Policies)

12 Months Ended

Dec. 31, 2023

Disclosure Of Significant Accounting Policies [Abstract]

Basis of consolidation

a)Basis of consolidation

i)Business combinations

The Group measures goodwill as the fair value of the consideration transferred including the fair value of liabilities resulting from contingent consideration arrangements, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at fair value as of the acquisition date. When the excess is negative, a bargain purchase gain is recognized immediately in income or loss.

Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination, are expensed as incurred.

ii)Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

iii)Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Foreign currency translation

b)Foreign currency translation

i)Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the Group’s entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate in effect at the reporting date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortized cost in foreign currency translated at the exchange rate at the end of the reporting period. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated at the rate in effect on the transaction date. Income and expense items denominated in foreign currency are translated at the date of the transactions. Gains and losses are included in income or loss.

ii)Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on business combinations, are translated to Canadian dollars at exchange rates in effect at the reporting date. The income and expenses of foreign operations are translated to Canadian dollars at the average exchange rate in effect during the reporting period.

Foreign currency differences are recognized in other comprehensive income (“OCI”) in the accumulated foreign currency translation differences account.

When a foreign operation is disposed of, the relevant amount in the cumulative amount of foreign currency translation differences is transferred to income or loss as part of the income or loss on disposal. On the partial disposal of a subsidiary while retaining control, the relevant proportion of such cumulative amount is reattributed to non-controlling interest. In any other partial disposal of a foreign operation, the relevant proportion is reclassified to income or loss.

Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the accumulated foreign currency translation differences account.

Translation gains and losses from the application of U.S dollars as the presentation currency while the Canadian dollar is the functional currency are included as part of the cumulative foreign currency translation adjustment.

Financial instruments

c)Financial instruments

i)Non-derivative financial assets

The Group initially recognizes financial assets on the trade date at which the Group becomes a party to the contractual provisions of the instrument. Financial assets are initially measured at fair value, except for trade receivables which are initially measured at their transaction price when the trade receivables do not contain a significant financing component. If the financial asset is not subsequently accounted for at fair value through profit or loss, then the initial measurement includes transaction costs that are directly attributable to the asset’s acquisition or origination. On initial recognition, the Group classifies its financial assets as subsequently measured at either amortized cost or fair value, depending on its business model for managing the financial assets and the contractual cash flow characteristics of the financial assets and depending on the purpose for which the financial assets were acquired.

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.

Financial assets and liabilities are offset and the net amount is presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Financial assets measured at amortized cost

A financial asset is subsequently measured at amortized cost, using the effective interest method and net of any impairment loss, if:

•The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

•The contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and/or interest.

The Group currently classifies its cash equivalents, trade and other receivables and long-term non-trade receivables included in other non-current assets as financial assets measured at amortized cost.

The Group recognizes loss allowances for expected credit losses on financial assets measured at amortized cost. The Group has a portfolio of trade receivables at the reporting date. The Group uses a provision matrix to determine the lifetime expected credit losses for the portfolio.

The Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in income or loss and reflected in an allowance account against trade and other receivables.

Financial assets measured at fair value

These assets are measured at fair value and changes therein, including any interest or dividend income, are recognized in income or loss. However, for investments in equity instruments that are not held for trading, the Group may elect at initial recognition to present gains and losses in other comprehensive income. For such investments measured at fair value through other comprehensive income, gains and losses are never reclassified to profit or loss, and no impairment is recognized in profit or loss. Dividends earned from such investments are recognized in profit or loss, unless the dividend clearly represents a repayment of part of the cost of the investment.

Financial assets measured at fair value through other comprehensive income

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.

ii)Non-derivative financial liabilities

The Group initially recognizes debt issued and subordinated liabilities on the date that they are originated. All other financial liabilities are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

A financial liability is derecognized when its contractual obligations are discharged or cancelled or expire.

Financial liabilities are classified into financial liabilities measured at amortized cost and financial liabilities measured at fair value.

Financial liabilities measured at amortized cost

A financial liability is subsequently measured at amortized cost, using the effective interest method. The Group currently classifies bank indebtedness, trade and other payables and long-term debt as financial liabilities measured at amortized cost.

Financial liabilities measured at fair value

Financial liabilities at fair value are initially recognized at fair value and are re-measured at each reporting date with any changes therein recognized in net earnings. The Group currently classifies its contingent consideration liability in connection with a business acquisition as a financial liability measured at fair value.

iii)Share capital

Common shares

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and stock options are recognized as a deduction to share capital, net of any tax effects.

When share capital recognized as equity is repurchased, share capital is reduced by the amount equal to weighted average historical cost of repurchased equity. The excess amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from retained earnings.

Hedge accounting

d)Hedge accounting

Management’s risk strategy is focused on reducing the variability in profit or losses and cash flows associated with exposure to market risks. Hedge accounting is used to reduce this variability to an acceptable level. The hedges employed by the Group reduce the currency fluctuation exposures.

On the initial designation of a hedging relationship, the Group formally documents the relationship between the hedging instrument and the hedged items, including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be effective in offsetting the changes in the fair value or cash flows of the respective hedged items throughout the period for which the hedge is designated.

Net investment hedge

The Group designates a portion of its U.S. dollar denominated debt as a hedging item in a net investment hedge. The Group applies hedge accounting to foreign currency differences arising between the functional currency of the foreign operation and the Company’s functional currency (CAD), regardless of whether the net investment is held directly or through an intermediate parent.

Foreign currency differences arising on the translation of a financial liability designated as a hedge of a net investment in foreign operations are recognized in other comprehensive income to the extent that the hedge is effective and are presented in the currency translation differences account within equity. To the extent that the hedge is ineffective, such differences are recognized in income or loss. When the hedged net investment is disposed of, the relevant amount in the translation reserve is transferred to income or loss as part of the gain or loss on disposal.

Property and equipment

e)Property and equipment

Property and equipment are accounted for at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset and borrowing costs on qualifying assets.

When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.

Gains and losses on disposal of an item of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of property and equipment, and are recognized in net income or loss.

Depreciation is based on the cost of an asset less its residual value and is recognized in income or loss over the estimated useful life of each component of an item of property and equipment.

The depreciation method and useful lives are as follows:
Categories	Basis	Useful lives
Buildings	Straight-line	15 – 40 years
Rolling stock	Primarily straight-line	3 – 20 years
Equipment	Primarily straight-line	5 – 12 years

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted prospectively, if appropriate.

Property and equipment are reviewed for impairment in accordance with IAS 36 Impairment of Assets when there are indicators that the carrying value may not be recoverable.

Intangible assets

f)Intangible assets

i)Goodwill

Goodwill that arises upon business combinations is included in intangible assets.

Goodwill is not amortized and is measured at cost less accumulated impairment losses.

ii)Other intangible assets

Intangible assets consist of customer relationships, trademarks, non-compete agreements and information technology.

The Group determines the fair value of the customer relationship intangible assets using the excess earnings model and internally developed significant assumptions including:

1.Forecasted revenue attributable to existing customer contracts and relationships;

2.Estimated annual attrition rate;

3.Forecasted operating margins; and

4.Discount rates

The internally developed assumptions are based on limited observable market information which cause measurement uncertainty, and the fair value of the customer related intangible assets are sensitive to changes to these assumptions.

Intangible assets that are acquired by the Group and have finite lives are measured at cost less accumulated amortization and accumulated impairment losses.

Intangible assets with finite lives are amortized on a straight-line basis over the following estimated useful lives:

Categories	Useful lives
Customer relationships	5 – 20 years
Trademarks	5 – 20 years
Non-compete agreements	3 – 10 years
Information technology	5 – 7 years

Useful lives are reviewed at each financial year-end and adjusted prospectively, if appropriate

Leases

g)Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

•the contract involves the use of an identified asset – this may be specific explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, the asset is not identified;

•the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

•the Group has the right to direct the use of the asset. The Group has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used.

At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received.

The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Group is reasonably certain to exercise that option. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that cannot be readily determined, the Group's incremental borrowing rate. The incremental borrowing rate is a function of the Group’s incremental borrowing rate, the nature of the underlying asset, the location of the asset and the length of the lease. Generally, the Group uses its incremental borrowing rate as the discount rate.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in the future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or leases and leases of low-value assets. The Group recognises these lease payments as an expense on a straight-line basis over the lease term.

Impairment

h)Impairment

Non-financial assets

The carrying amounts of the Group’s non-financial assets other than inventoried supplies and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, the recoverable amount is estimated on December 31 of each year.

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”, or “CGU”). For the purposes of goodwill impairment testing, goodwill acquired in a business combination is allocated to the group of CGUs (usually a Group’s operating segment), that is expected to benefit from the synergies of the combination. This allocation is subject to an operating segment ceiling test and reflects the lowest level at which that goodwill is monitored for internal reporting purposes. The Company performs goodwill impairment testing annually, or more frequently if events or circumstances indicate the carrying value of a CGU, which is a Group’s operating segment, may exceed the recoverable amount of the CGU. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or group of assets. The fair value less cost to sell is based on market comparable multiples applied to forecasted earnings before financial expenses, income taxes, depreciation and amortization ("adjusted EBITDA") for the next year, which takes into account financial forecasts approved by senior management.

The Group’s corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, if any, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a prorata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Impairment losses and impairment reversals are recognized in income or loss.

Assets held for sale

i)Assets held for sale

Non-current assets are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.

Such assets are generally measured at the lower of their carrying amount and fair value less costs to sell. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and losses on remeasurement are recognized in income or loss.

Once classified as held-for-sale, intangible assets and property and equipment are no longer amortized or depreciated.

Employee benefits

j)Employee benefits

i)Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in income or loss in the periods during which

services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

ii)Defined benefit plans

The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their services in the current and prior periods discounting that amount and deducting the fair value of any plan assets. The discount rate is the yield at the reporting date on AAA, AA or A credit-rated fixed income securities that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the same currency in which the benefits are expected to be paid. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan in the Group.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

iii)Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or income-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

iv)Share-based payment transactions

The grant date fair value of equity share-based payment awards granted to employees is recognized as a personnel expense, with a corresponding increase in contributed surplus, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service condition at the vesting date.

The fair value of the amount payable to board members in respect of deferred share unit (“DSU”), which are to be settled in cash, is recognized as an expense with a corresponding increase in liabilities. The liability is remeasured at each reporting date until settlement. The Group presents mark-to-market (gain) loss on DSUs in personnel expenses.

v)Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises costs for a restructuring. If benefits are not expected to be fully settled within 12 months of the end of the reporting period, then they are discounted.

Provisions

k)Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the unwinding of the discount is recognized as finance cost.

Self-Insurance

Self-insurance provisions represent the uninsured portion of outstanding claims at year-end. The provision represents an accrual for estimated future disbursements associated with the self-insured portion for claims filed at year-end and incurred but not reported, related to cargo loss, bodily injury, worker’s compensation and property damages. The estimates are based on the Group’s historical experience including settlement patterns and payment trends. The most significant assumptions in the estimation process include the consideration of historical claim experience, severity factors affecting the amounts ultimately paid, and current and expected levels of cost per claims. Changes in assumptions and experience could cause these estimates to change significantly in the near term.

Revenue recognition

l)Revenue recognition

The Group’s normal business operations consist of the provision of transportation and logistics services. All revenue relating to normal business operations is recognized over time in the statement of income. The stage of completion of the service is determined using the proportion of days completed to date compared to the estimated total days of the service. Revenue is presented net of trade discounts and volume rebates. Revenue is recognized as services are rendered, when the control of promised services is transferred to customers in an amount that reflects the consideration the Group expects to be entitled to receive in exchange for those services measured based on the consideration specified in a contract with the customers. The Group considers the contract with customers to include the general transportation service agreement and the individual bill of ladings with customers.

Based on the evaluation of the control model, certain businesses, mainly in the Less-Than-Truckload segment, act as the principal within their revenue arrangements. The affected businesses report transportation revenue gross of associated purchase transportation costs rather than net of such amounts within the consolidated statements of income.

Other operating expenses

m)Other operating expenses

Other operating expenses consist primarily of third-party commissions, information technology support and software expenses, building expenses (including repairs and maintenance, electricity, janitorial & security services and property taxes).

Finance income and finance costs

n)Finance income and finance costs

Finance income comprises interest income on funds invested, dividend income and interest. Interest income is recognized as it accrues in income or loss, using the effective interest method.

Finance costs comprise interest expense on bank indebtedness and long-term debt, unwinding of the discount on provisions and impairment losses recognized on financial assets (other than trade receivables).

Fair value gains or losses on derivative financial instruments and on contingent considerations, and foreign currency gains and losses are reported on a net basis as either finance income or cost.

Income taxes

o)Income taxes

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in income or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable income or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable income will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Earnings per share

p)Earnings per share

The Group presents basic and diluted earnings per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the income or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for own shares held, if any. Diluted EPS is determined by adjusting the income or loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for own shares held, for the effects of all dilutive potential common shares, which comprise convertible debentures, warrants, and restricted share units and stock options granted to employees.

Segment reporting

q)Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are reviewed regularly by the Group’s chief executive officer (“CEO”) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Group’s headquarters), head office expenses, income tax assets, liabilities and expenses, as well as long-term debt and interest expense thereon.

Sales between the Group’s segments are measured at the exchange amount. Transactions, other than sales, are measured at carrying value. Segment capital expenditure is the total cost incurred during the period to acquire property and equipment, and intangible assets other than goodwill.

New standards and interpretations adopted during the year

r)New standards and interpretations adopted during the year

The following new standards, and amendments to standards and interpretations, are effective for the first time for periods beginning on or after January 1, 2023 and have been applied in preparing these consolidated financial statements

Definition of Accounting Estimates (Amendments to IAS 8)

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

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

International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12)

In May 2023, the International Accounting Standards Board issued International Tax Reform – Pillar Two Model Rules to amend IAS 12. The amendments provide a temporary mandatory exception from the accounting for deferred tax that arises from legislation implementing the GloBE model rules. Entities are effectively prohibited from recognizing or disclosing information about deferred tax assets and liabilities related to top-up tax. This temporary exception applies to annual financial statements ending for periods on or after December 31, 2023 and applies retrospectively.

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

New standards and interpretations not yet adopted

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

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

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

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

The Amendments also clarify how a company classifies a liability that includes a counterparty conversion option. The Amendments state that:

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

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

The adoption of the amendments is not expected to have a material impact.

Lease Liability in a Sale and Leaseback

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

The adoption of the amendments is not expected to have a material impact.

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Material accounting policies (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure Of Significant Accounting Policies [Abstract]

Summary of Depreciation Method and Useful Lives

The depreciation method and useful lives are as follows:
Categories	Basis	Useful lives
Buildings	Straight-line	15 – 40 years
Rolling stock	Primarily straight-line	3 – 20 years
Equipment	Primarily straight-line	5 – 12 years

Summary of Estimated Useful Lives of Intangible Assets with Finite Lives are Amortized on Straight-line Basis

Intangible assets with finite lives are amortized on a straight-line basis over the following estimated useful lives:

Categories	Useful lives
Customer relationships	5 – 20 years
Trademarks	5 – 20 years
Non-compete agreements	3 – 10 years
Information technology	5 – 7 years

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Segment reporting (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure of operating segments [abstract]

Information Regarding Results of Reportable Segment

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” in the consolidated statements of income. Segment’s operating income or loss is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.

	Package		Less-
	and		Than-
	Courier		Truckload			Truckload			Logistics		Corporate			Eliminations			Total
2023
Revenue(1)		461,930		2,777,308			1,625,592			1,604,878		-			(52,822	)		6,416,886
Fuel surcharge(1)		121,268		591,259			310,446			92,138		-			(10,830	)		1,104,281
Total revenue(1)		583,198		3,368,567			1,936,038			1,697,016		-			(63,652	)		7,521,167
Operating income (loss)		114,360		310,429			237,393			160,112		(64,659	)		-			757,635
Selected items:
Depreciation and
amortization		25,070		173,684			194,761			47,914		546			-			441,975
Loss on sale of
land and buildings		-		(35	)		(5	)		-		-			-			(40	)
Gain, net of impairment,
on sale of assets held for sale		-		10,546			3,949			226		-			-			14,721
Loss on sale of business		-		-			-			-		(3,011	)		-			(3,011	)
Intangible assets		183,841		194,782			857,666			782,923		89			-			2,019,301
Total assets		359,177		2,329,677			2,004,163			1,140,174		450,429			-			6,283,620
Total liabilities		100,733		778,018			462,812			336,875		2,013,900			(128	)		3,692,210
Additions to property
and equipment		22,136		217,191			115,048			5,561		311			-			360,247
2022
Revenue(1)		498,972		3,243,556			1,986,331			1,689,122		-			(60,917	)		7,357,064
Fuel surcharge(1)		151,872		779,607			464,707			74,158		-			(14,917	)		1,455,427
Total revenue(1)		650,844		4,023,163			2,451,038			1,763,280		-			(75,834	)		8,812,491
Operating income		134,306		470,807			366,868			140,446		33,611			-			1,146,038
Selected items:
Depreciation and
amortization		26,532		152,666			212,430			38,244		721			-			430,593
Gain on sale of
land and buildings		-		-			43			-		-			-			43
Gain, net of impairment,
on sale of assets held for sale		-		55,714			22,197			-		-			-			77,911
Gain on sale of business		-		-			-			-		73,653			-			73,653
Intangible assets		180,119		167,798			775,464			468,547		182			-			1,592,110
Total assets		362,724		2,275,672			1,861,093			731,564		274,777			-			5,505,830
Total liabilities		126,383		836,937			464,962			239,916		1,374,687			(125	)		3,042,760
Additions to property
and equipment		15,097		168,667			165,953			1,150		402			-			351,269

(1) Includes intersegment revenue and intersegment fuel surcharge

Summary of Geographical information

Geographical information

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

	Package		Less-
	and		Than-
	Courier		Truckload		Truckload		Logistics		Eliminations			Total
2023
Canada		583,198		608,545		1,139,272		271,136		(34,915	)		2,567,236
United States		-		2,760,022		796,766		1,425,880		(28,737	)		4,953,931
Total		583,198		3,368,567		1,936,038		1,697,016		(63,652	)		7,521,167
2022
Canada		650,844		667,506		1,182,198		256,714		(34,202	)		2,723,060
United States		-		3,355,657		1,268,840		1,488,941		(41,632	)		6,071,806
Mexico		-		-		-		17,625		-			17,625
Total		650,844		4,023,163		2,451,038		1,763,280		(75,834	)		8,812,491

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

	As at		As at
	December 31, 2023		December 31, 2022
Property and equipment, right-of-use assets and intangible assets
Canada		2,208,595		1,848,746
United States		2,651,808		2,256,959
		4,860,403		4,105,705

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Business Combinations (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure of Fair Value of Assets Acquired and Liabilities Assumed Have Been Adjusted Retrospective to the Date of Acquisition [Abstract]

Summary of Purchase Price Allocations

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		JHT			Others			December 31, 2023
Cash and cash equivalents				5,709			11,873			17,582
Trade and other receivables				38,250			39,650			77,900
Inventoried supplies and prepaid expenses				10,976			5,897			16,873
Property and equipment		9		65,489			174,850			240,339
Right-of-use assets		10		5,385			25,609			30,994
Intangible assets		11		198,659			80,807			279,466
Other assets				23,887			115			24,002
Trade and other payables				(35,221	)		(28,884	)		(64,105	)
Income tax (payable) receivable				(1,682	)		729			(953	)
Provisions		17		(19,919	)		-			(19,919	)
Other non-current liabilities				(444	)		(44	)		(488	)
Long-term debt		14		(4,808	)		-			(4,808	)
Lease liabilities		15		(5,385	)		(25,609	)		(30,994	)
Deferred tax liabilities		18		(55,367	)		(32,375	)		(87,742	)
Total identifiable net assets				225,529			252,618			478,147
Total consideration transferred				309,304			350,451			659,755
Goodwill		11		83,775			97,833			181,608
Cash				309,304			336,979			646,283
Contingent consideration				-			13,472			13,472
Total consideration transferred				309,304			350,451			659,755

The table below presents the determination of the fair value of assets acquired and liabilities assumed of the 2022 acquisitions as at December 31, 2022:

Identifiable assets acquired and liabilities assumed	Note		December 31, 2022
Cash and cash equivalents				863
Trade and other receivables				28,231
Inventoried supplies and prepaid expenses				2,179
Property and equipment		9		70,959
Right-of-use assets		10		28,269
Intangible assets		11		45,740
Other assets				368
Trade and other payables				(10,327	)
Income tax payable				(1,465	)
Provisions		17		(280	)
Lease liabilities		15		(28,269	)
Deferred tax liabilities		18		(13,848	)
Total identifiable net assets				122,420
Total consideration transferred				181,608
Goodwill				59,188
Cash				159,114
Contingent consideration				22,494
Total consideration transferred				181,608

Disclosure of Valuation Techniques Used For Measuring The Fair Value Of Material Assets Acquired Regarding UPS Freight

The valuation techniques used for measuring the fair value of land and buildings ($49.5 million) and customer relationships ($175.2 million) acquired regarding JHT were as follows:

Assets acquired	Valuation technique	Key inputs
Land and buildings	Market comparison technique and cost technique: The valuation model considers market prices for comparable sites, when available, and considers depreciated replacement cost, which reflects adjustments for physical deterioration, when appropriate.	- Market prices for comparable sites - Average rebuild cost
Customer relationships	Excess earnings method: The valuation model considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets.	- Forecasted revenue attributable to existing customers and relationships - Annual attrition rate - Forecasted operating margin - Discount rate

Disclosure of Goodwill Allocated To Segments Explanatory

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	December 31, 2023		December 31, 2022
Canadian Less-Than-Truckload	Less-Than-Truckload		9,142		-
U.S. Less-Than-Truckload	Less-Than-Truckload		3,376		-
Canadian Truckload	Truckload		16,017		811
Specialized Truckload	Truckload		43,080		35,865
Logistics	Logistics		109,993		22,512
			181,608		59,188

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Sale of business (Tables)

12 Months Ended

Dec. 31, 2023

Sale of business [Abstract]

Summary of Disposal of Net Assets

The table below presents the net assets disposed:

	Note		December 31, 2022
Cash and cash equivalents				6,790
Trade and other receivables				77,877
Inventoried supplies and prepaid expenses				7,856
Property and equipment		9		321,123
Right-of-use assets		10		3,203
Intangible assets		11		42,599
Goodwill		11		144,551
Other assets				306
Accumulated other comprehensive income - CTA				2,737
Trade and other payables				(46,776	)
Income tax payable				(564	)
Employee benefits				(1,302	)
Provisions		17		(1,465	)
Lease liabilities		15		(3,129	)
Deferred tax liabilities		18		(74,441	)
Total identifiable net assets				479,365
Total consideration received				553,018
Gain on sale of business				73,653

Summary of Goodwill Disposed Allocated to Operating Segments

The goodwill disposed of was 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	December 31, 2022
U.S. Truckload	Truckload		141,056
Logistics	Logistics		3,495
			144,551

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Trade and other receivables (Tables)

12 Months Ended

Dec. 31, 2023

Trade and other current receivables [abstract]

Summary of Detailed Information about Trade and Other Receivables

	December 31, 2023		December 31, 2022
Trade receivables, net of expected credit loss		846,681		966,428
Other receivables		48,090		64,298
		894,771		1,030,726

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Additional cash flow information (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure Of Information About Additional Cash Flow Information [Abstract]

Summary of Net Change in Non-cash Operating Working Capital

Net change in non-cash operating working capital

	2023			2022
Trade and other receivables		224,121			(59,105	)
Inventoried supplies		6,533			(1,498	)
Prepaid expenses		(11,648	)		9,924
Trade and other payables		(112,375	)		(96,774	)
		106,631			(147,453	)

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Property and equipment (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure of detailed information about property, plant and equipment [abstract]

Summary of Property and Equipment

			Land and			Rolling
	Note		buildings			stock			Equipment			Total
Cost
Balance at December 31, 2021				1,233,268			1,772,463			200,765			3,206,496
Additions through business combinations		5		2,003			66,240			2,716			70,959
Other additions				46,928			286,277			18,064			351,269
Disposals				(678	)		(122,946	)		(9,370	)		(132,994	)
Sale of business		6		(31,356	)		(452,547	)		(1,817	)		(485,720	)
Reclassification to assets held for sale				(67,203	)		-			-			(67,203	)
Effect of movements in exchange rates				(15,972	)		(47,939	)		(5,570	)		(69,481	)
Balance at December 31, 2022				1,166,990			1,501,548			204,788			2,873,326
Additions through business combinations		5		145,204			91,870			3,265			240,339
Other additions				77,516			265,687			17,044			360,247
Disposals				(398	)		(136,028	)		(529	)		(136,955	)
Reclassification to assets held for sale				(13,325	)		(19,741	)		-			(33,066	)
Reclassification between categories*				-			36,319			(36,319	)		-
Effect of movements in exchange rates				7,990			18,545			4,122			30,657
Balance at December 31, 2023				1,383,977			1,758,200			192,371			3,334,548
Accumulated Depreciation
Balance at December 31, 2021				72,012			577,893			101,450			751,355
Depreciation				21,353			203,431			23,854			248,638
Disposals				(137	)		(56,549	)		(7,191	)		(63,877	)
Sale of business		6		(6,837	)		(157,618	)		(142	)		(164,597	)
Reclassification to assets held for sale				(5,426	)		-			-			(5,426	)
Effect of movements in exchange rates				2,175			(23,885	)		(3,012	)		(24,722	)
Balance at December 31, 2022				83,140			543,272			114,959			741,371
Depreciation				21,841			210,523			17,471			249,835
Disposals				(92	)		(78,584	)		(410	)		(79,086	)
Reclassification to assets held for sale				(1,003	)		(4,947	)		-			(5,950	)
Reclassification between categories*				-			11,089			(11,089	)		-
Effect of movements in exchange rates				1,515			8,879			2,512			12,906
Balance at December 31, 2023				105,401			690,232			123,443			919,076
Net carrying amounts
At December 31, 2022				1,083,850			958,276			89,829			2,131,955
At December 31, 2023				1,278,576			1,067,968			68,928			2,415,472

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

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Right-of-use assets (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure of quantitative information about right-of-use assets [abstract]

Summary of Right-of-Use Assets

			Land and			Rolling
	Note		buildings			stock			Equipment			Total
Cost
Balance at December 31, 2021				510,277			233,710			3,903			747,890
Other additions				62,353			53,906			962			117,221
Additions through business combinations		5		14,217			14,052			-			28,269
Sale of business		6		(238	)		(5,780	)		-			(6,018	)
Derecognition*				(31,475	)		(34,221	)		(977	)		(66,673	)
Effect of movements in exchange rates				(26,343	)		(9,624	)		(91	)		(36,058	)
Balance at December 31, 2022				528,791			252,043			3,797			784,631
Other additions				74,580			79,690			948			155,218
Additions through business combinations		5		15,033			15,961			-			30,994
Derecognition*				(39,674	)		(62,276	)		(971	)		(102,921	)
Effect of movements in exchange rates				9,629			4,940			40			14,609
Balance at December 31, 2023				588,359			290,358			3,814			882,531
Depreciation
Balance at December 31, 2021				257,507			90,092			1,758			349,357
Depreciation				66,036			59,101			1,139			126,276
Sale of business		6		(130	)		(2,685	)		-			(2,815	)
Derecognition*				(22,733	)		(26,783	)		(1,082	)		(50,598	)
Effect of movements in exchange rates				(14,424	)		(4,754	)		(51	)		(19,229	)
Balance at December 31, 2022				286,256			114,971			1,764			402,991
Depreciation				66,877			64,340			895			132,112
Derecognition*				(28,074	)		(56,723	)		(971	)		(85,768	)
Effect of movements in exchange rates				5,456			2,089			21			7,566
Balance at December 31, 2023				330,515			124,677			1,709			456,901
Net carrying amounts
At December 31, 2022				242,535			137,072			2,033			381,640
At December 31, 2023				257,844			165,681			2,105			425,630

* 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.

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Intangible assets (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure of detailed information about intangible assets [abstract]

Summary of Reconciliation of Goodwill and Intangible Assets

					Other intangible assets
											Non-
					Customer			Trademarks			compete			Information
Note		Goodwill			relationships			and other			agreements			technology			Total
Cost
Balance at December 31, 2021			1,572,291			588,514			88,811			17,948			31,996			2,299,560
Additions through business combinations	5		59,188			38,121			3,846			3,727			46			104,928
Other additions			-			-			-			-			6,120			6,120
Disposals			-			-			(380	)		-			-			(380	)
Sale of business	6		(210,806	)		(33,312	)		(28,589	)		(150	)		(1,075	)		(273,932	)
Extinguishments			-			(61,985	)		(19,058	)		(836	)		(1,321	)		(83,200	)
Effect of movements in exchange rates			(61,328	)		(17,641	)		(1,950	)		(682	)		(644	)		(82,245	)
Balance at December 31, 2022			1,359,345			513,697			42,680			20,007			35,122			1,970,851
Additions through business combinations	5		181,608			244,574			27,127			5,556			2,209			461,074
Other additions			-			-			-			-			2,758			2,758
Extinguishments			-			(7,203	)		(7,820	)		(2,524	)		(1,029	)		(18,576	)
Effect of movements in
exchange rates			21,176			6,127			685			280			245			28,513
Balance at December 31, 2023			1,562,129			757,195			62,672			23,319			39,305			2,444,620
Amortization and impairment losses
Balance at December 31, 2021			147,480			287,578			45,675			7,666			18,240			506,639
Amortization			-			43,538			4,764			3,702			3,675			55,679
Disposals			-			-			(130	)		-			-			(130	)
Sale of business	6		(66,255	)		(16,669	)		(2,996	)		(26	)		(836	)		(86,782	)
Extinguishments			-			(61,985	)		(19,058	)		(836	)		(1,321	)		(83,200	)
Effect of movements in exchange rates			(3,213	)		(8,210	)		(1,205	)		(376	)		(461	)		(13,465	)
Balance at December 31, 2022			78,012			244,252			27,050			10,130			19,297			378,741
Amortization			-			46,629			5,461			4,099			3,839			60,028
Extinguishments			-			(7,203	)		(7,820	)		(2,524	)		(1,029	)		(18,576	)
Effect of movements in exchange rates
exchange rates			1,040			3,150			428			168			340			5,126
Balance at December 31, 2023			79,052			286,828			25,119			11,873			22,447			425,319
Net carrying amounts
At December 31, 2022			1,281,333			269,445			15,630			9,877			15,825			1,592,110
At December 31, 2023			1,483,077			470,367			37,553			11,446			16,858			2,019,301

Summary of Aggregate Carrying Amounts of Goodwill Allocated to Each Units

The aggregate carrying amounts of goodwill allocated to each unit are as follows:

Reportable segment / operating segment	December 31, 2023		December 31, 2022
Package and Courier		182,120		177,941
Less-Than-Truckload
Canadian Less-Than-Truckload		140,402		128,449
U.S. Less-Than-Truckload		3,375		-
Truckload
Canadian Truckload		109,593		87,604
Specialized Truckload*		599,292		546,674
Logistics		448,295		340,665
		1,483,077		1,281,333

* On August 31,2022, TFI International sold CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses, operating primarily in the US-based Conventional TL operating segment. Subsequent to the sale, the remaining businesses operations in TFI International’s US-based Conventional TL operating segment, were transferred to the Specialized TL operating segment.

Summary of Pretax Discount Rates

In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rates as follows:

Reportable segment / operating segment	2023			2022
Package and Courier		12.0	%		11.5	%
Less-Than-Truckload
Canadian Less-Than-Truckload		12.0	%		11.5	%
U.S. Less-Than-Truckload		11.4	%	-
Truckload
Canadian Truckload		14.4	%		13.9	%
Specialized Truckload*		13.2	%		12.7	%
Logistics		11.4	%		10.9	%

* On August 31,2022, TFI International sold CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses, operating primarily in the US-based Conventional TL operating segment. Subsequent to the sale, the remaining businesses operations in TFI International’s US-based Conventional TL operating segment, were transferred to the Specialized TL operating segment.

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Investments (Tables)

12 Months Ended

Dec. 31, 2023

Investment [Abstract]

Disclosure Of Investments

	As at		As at
	December 31, 2023		December 31, 2022
Level 1 investments		31,557		71,979
Level 2 investments		4,339		-
Level 3 investments		14,313		13,985
		50,209		85,964

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Trade and Other Payables (Tables)

12 Months Ended

Dec. 31, 2023

Trade and other payables [abstract]

Summary of Trade and Other Payables

	As at		As at
	December 31, 2023		December 31, 2022
Trade payables and accrued expenses		450,638		498,777
Personnel accrued expenses		187,522		179,702
Dividend payable		33,776		30,289
		671,936		708,768

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Long-term debt (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure of detailed information about borrowings [abstract]

Summary of Contractual Terms of Groups Interest-bearing Long-term Debt Measured at Amortized Cost

	As at		As at
	December 31, 2023		December 31, 2022
Non-current liabilities
Unsecured revolving facilities		22,166		-
Unsecured debenture		-		147,233
Unsecured senior notes		1,652,049		1,075,702
Conditional sales contracts		31,278		55,735
Other long-term debt		4,338		-
		1,709,831		1,278,670
Current liabilities
Current portion of unsecured debenture		151,023		-
Current portion of other long-term debt		354		-
Current portion of conditional sales contracts		22,974		37,087
		174,351		37,087

Summary of Terms and Conditions of Outstanding Long-term Debt

Terms and conditions of outstanding long-term debt are as follows:

							2023				2022
		Currency	Nominal interest rate			Year of maturity	Face value		Carrying amount		Face value		Carrying amount
Unsecured revolving facility	a	CAD	BA + 1.125%			2026		30,400		21,239		-		-
Unsecured revolving facility	a	USD	SOFR + 1.125%			2026		1,000		927		-		-
Unsecured debenture	b	CAD	3.32% - 4.22%			2024		200,000		151,023		200,000		147,233
Unsecured senior notes	c	USD	2.89% - 5.64%			2026- 2038		255,000		254,376		180,000		179,013
Unsecured senior notes	c	USD	3.15% - 3.50%			2029- 2036		500,000		499,100		500,000		497,258
Unsecured senior notes	c	USD	2.87% - 3.55%			2029- 2034		200,000		199,665		200,000		199,644
Unsecured senior notes	c	USD	3.5% - 3.8%			2032- 2037		200,000		199,808		200,000		199,787
Unsecured senior notes	c	USD	6.27%- 7.11%			2028- 2043		500,000		499,100		-		-
Conditional sales contracts	d	Mainly CAD	1.45% - 5.28%			2024-2027		71,847		54,252		125,810		92,822
Other long-term debt		USD		3.04	%	2027		4,692		4,692		-		-
										1,884,182				1,315,757

Summary of Changes to Long-term Debt

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

	Note		2023			2022
Balance at beginning of year				1,315,757			1,608,094
Proceeds from long-term debt				575,000			334,164
Business combinations		5		4,808			-
Repayment of long-term debt				(41,371	)		(369,692	)
Net increase (decrease) in revolving facilities				25,242			(236,502	)
Amortization of deferred financing fees				1,337			1,296
Effect of movements in exchange rates				41,322			(97,744	)
Effect of movements in exchange rates - debt
designated as net investment hedge				(37,913	)		76,141
Balance at end of year				1,884,182			1,315,757

Summary of Principal Installments of Other Long-Term Debt Payable during the Subsequent Years

e)Principal installments of long-term debt payable during the subsequent years are as follows:

	Less than		1 to 5		More than
	1 year		years		5 years		Total
Unsecured revolving facilities		-		23,906		-		23,906
Unsecured debenture		151,023		-		-		151,023
Unsecured senior notes		-		150,000		1,505,000		1,655,000
Conditional sales contracts		22,974		31,279		-		54,253
Other long-term debt		354		4,338		-		4,692
		174,351		209,523		1,505,000		1,888,874

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Lease liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Lease liabilities [abstract]

Summary of Lease Liabilities

	As at		As at
	December 31, 2023		December 31, 2022
Current portion of lease liabilities		127,397		115,934
Long-term portion of lease liabilities		332,761		297,105
		460,158		413,039

Summary of Changes to Lease Liabilities

The table below summarizes changes to the lease liabilities:

		2023			2022
Balance at beginning of year			413,039			429,206
Business combinations	5		30,994			28,269
Sale of business	6		-			(3,129	)
Additions			155,218			117,221
Derecognition*			(18,635	)		(16,285	)
Repayment			(128,107	)		(123,606	)
Effect of movements in exchange rates			7,649			(18,637	)
Balance at end of year			460,158			413,039

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

Summary of Contractual Cash Flow Maturities of Lease Liabilities

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

	As at
	December 31, 2023
Less than 1 year		145,542
Between 1 and 5 years		295,989
More than 5 years		78,016
		519,547

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Employee benefits (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure of information about defined benefit plans [abstract]

Summary of Information About Group's Defined Benefit Pension Plans

Information in the tables that follow pertains to all of the Group’s defined benefit pension plans.

	December 31, 2023									December 31, 2022
	TFI			TForce						TFI			TForce
	International			Freight						International			Freight
	pension			pension						pension			pension
	plans			plans			Total			plans			plans			Total
Defined benefit obligation		13,999			212,373			226,372			20,189			144,110			164,299
Fair value of plan assets		(200	)		(172,941	)		(173,141	)		(10,214	)		(158,444	)		(168,658	)
Net defined benefit liability (asset)		13,799			39,432			53,231			9,975			(14,334	)		(4,359	)

Summary of Plan Assets

Plan assets comprise:

	December 31, 2023			December 31, 2022
TFI International pension plans
Equity securities		14	%		7	%
Debt securities		0	%		91	%
Other		86	%		2	%
TForce Freight pension plans
Equity securities		95	%		95	%
Debt securities		5	%		5	%

Summary of Movement in Present Value of Accrued Benefit Obligation for Defined Plans

Movement in the present value of the accrued benefit obligation for defined benefit plans:

	December 31, 2023									December 31, 2022
	TFI			TForce						TFI			TForce
	International			Freight						International			Freight
	pension			pension						pension			pension
	plans			plans			Total			plans			plans			Total
Defined benefit obligation,
beginning of year		20,189			144,110			164,299			27,127			133,653			160,780
Current service cost		382			58,155			58,537			539			115,967			116,506
Interest cost		787			7,342			8,129			730			3,522			4,252
Benefits paid		(10,139	)		(3,832	)		(13,971	)		(985	)		(1,283	)		(2,268	)
Remeasurement loss (gain) arising from:
- Demographic		-			1,017			1,017			-			(12,200	)		(12,200	)
- Financial assumptions		566			7,303			7,869			(4,880	)		(83,707	)		(88,587	)
- Experience		1,849			(1,760	)		89			(489	)		(11,463	)		(11,952	)
Settlement		28			29			57			-			82			82
Effect of movements in exchange rates		337			9			346			(1,853	)		(461	)		(2,314	)
Defined benefit obligation, end of year		13,999			212,373			226,372			20,189			144,110			164,299

Summary of Movement in Fair Value of Plan Assets for Defined Benefit Plans

Movement in the fair value of plan assets for defined benefit plans:

	December 31, 2023									December 31, 2022
	TFI			TForce						TFI			TForce
	International			Freight						International			Freight
	pension			pension						pension			pension
	plans			plans			Total			plans			plans			Total
Fair value of plan assets,
beginning of year		10,214			158,444			168,658			13,437			80,466			93,903
Interest income		250			8,124			8,374			348			3,746			4,094
Employer contributions		37			-			37			457			103,099			103,556
Benefits paid		(10,139	)		(3,832	)		(13,971	)		(985	)		(1,283	)		(2,268	)
Fair value remeasurement		(165	)		11,816			11,651			(2,066	)		(25,407	)		(27,473	)
Plan administration expenses		(44	)		(1,623	)		(1,667	)		(59	)		(1,735	)		(1,794	)
Effect of movements in exchange rates		47			12			59			(918	)		(442	)		(1,360	)
Fair value of plan assets, end of year		200			172,941			173,141			10,214			158,444			168,658

Summary of Expense Recognized in Income or Loss

Expense recognized in income or loss:

	December 31, 2023								December 31, 2022
	TFI		TForce						TFI			TForce
	International		Freight						International			Freight
	pension		pension						pension			pension
	plans		plans			Total			plans			plans			Total
Current service cost		382		58,155			58,537			539			115,967			116,506
Net interest cost		537		(782	)		(245	)		382			(224	)		158
Plan administration expenses		44		1,623			1,667			59			1,735			1,794
Net settlement		28		29			57			-			82			82
Pension expense		991		59,025			60,016			980			117,560			118,540
Actual return on plan assets		85		19,940			20,025			(1,718	)		(21,661	)		(23,379	)

Summary of Actuarial Losses Recognized in Other Comprehensive Income

Actuarial losses recognized in other comprehensive income:

	December 31, 2023								December 31, 2022
	TFI		TForce						TFI			TForce
	International		Freight						International			Freight
	pension		pension						pension			pension
	plans		plans			Total			plans			plans			Total
Amount accumulated in retained		8,871		(75,238	)		(66,367	)		12,174			6,643			18,817
earnings, beginning of year
Recognized during the year		2,580		(5,256	)		(2,676	)		(3,303	)		(81,881	)		(85,184	)
Amount accumulated in retained
earnings, end of year		11,451		(80,494	)		(69,043	)		8,871			(75,238	)		(66,367	)
Recognized during the year, net of tax		1,902		(3,918	)		(2,016	)		(2,435	)		(61,073	)		(63,508	)

Summary of Significant Actuarial Assumptions Used (Expressed as Weighted Average)

The significant actuarial assumptions used (expressed as weighted average):

	December 31, 2023						December 31, 2022
	TFI			TForce			TFI			TForce
	International			Freight			International			Freight
	pension			pension			pension			pension
	plans			plans			plans			plans
Defined benefit obligation:
Discount rate at		4.8	%		5.0	%		5.0	%		5.2	%
Future salary increases		3.0	%		2.0	%		1.6	%		2.0	%
Employee benefit expense:
Discount rate at		5.0	%		5.0	%		2.4	%		5.2	%
Rate of return on plan assets at		5.0	%		5.0	%		2.4	%		5.2	%
Future salary increases		3.0	%		2.0	%		3.0	%		2.0	%

Summary of Current Longevities Underlying Value of Liabilities in Defined Benefit Plans

Assumptions regarding future mortality are based on published statistics and mortality tables. The current longevities underlying the value of the liabilities in the defined benefit plans are as follows:

	December 31, 2023				December 31, 2022
	TFI		TForce		TFI		TForce
	International		Freight		International		Freight
	pension		pension		pension		pension
	plans		plans		plans		plans
Longevity at age 65 for current pensioners
Males		22.3		19.1		22.7		19.0
Females		25.0		22.0		24.9		21.4
Longevity at age 65 for current members aged 45
Males		23.8		20.6		23.6		20.6
Females		26.3		23.4		25.8		22.9

At December 31, 2023 the weighted average duration of the defined benefit obligation was:

TFI International pension plans	9.5
TForce Freight pension plans	17.6

Summary of Impact of Changes of Major Assumptions on Defined Benefit Obligation

The following table presents the impact of changes of major assumptions on the defined benefit obligation for the years ended:

	2023					2022
	Increase			Decrease		Increase			Decrease
Discount rate (1% movement)		(34,520	)		44,102		(25,536	)		32,517

Summary of Historical Information of Plans

Historical information:

	2023			2022			2021			2020			2019
Defined benefit obligation		226,372			164,299			160,780			35,529			31,449
Fair value of plan assets		(173,141	)		(168,658	)		(93,903	)		(21,147	)		(18,108	)
Deficit (surplus) in the plan		53,231			(4,359	)		66,877			14,382			13,341
Experience adjustments arising on plan obligations		8,975			(112,739	)		5,823			3,220			2,116
Experience adjustments arising on plan assets		11,651			(27,473	)		310			1,129			467

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Provisions (Tables)

12 Months Ended

Dec. 31, 2023

Provisions [abstract]

Summary of Provisions

	Note		Self-insurance			Other			Total
Balance at December 31, 2021				69,467			77,690			147,157
Additions through business combinations		5		-			280			280
Provisions made during the year				126,439			15,372			141,811
Provisions used during the year				(80,040	)		(13,470	)		(93,510	)
Provisions reversed during the year				(13,236	)		(306	)		(13,542	)
Unwind of discount on long-term provisions				(4,153	)		-			(4,153	)
Sale of business		6		(1,465	)		-			(1,465	)
Effect of movements in exchange rates				(761	)		(178	)		(939	)
Balance at December 31, 2022				96,251			79,388			175,639
Additions through business combinations		5		16,364			3,555			19,919
Provisions made during the year				159,276			12,937			172,213
Provisions used during the year				(129,089	)		(52,637	)		(181,726	)
Provisions reversed during the year				(16,705	)		(7,080	)		(23,785	)
Unwind of discount on long-term provisions				(2,666	)		-			(2,666	)
Effect of movements in exchange rates				214			92			306
Balance at December 31, 2023				123,645			36,255			159,900
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
As at December 31, 2022
Current provisions				33,918			9,985			43,903
Non-current provisions				62,333			69,403			131,736
				96,251			79,388			175,639

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Deferred tax assets and liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Deferred tax assets and liabilities [abstract]

Summary of Deferred Tax Assets and Liabilities

	December 31, 2023			December 31, 2022
Property and equipment		(382,208	)		(360,111	)
Intangible assets		(127,547	)		(72,032	)
Right-of-use assets		8,600			7,497
Employee benefits		26,510			23,111
Provisions		51,458			53,818
Tax losses		10,054			5,686
Other		506			892
Net deferred tax liabilities		(412,627	)		(341,139	)
Presented as:
Deferred tax assets		20,615			27,047
Deferred tax liabilities		(433,242	)		(368,186	)

Summary of Movement in Temporary Differences

Movement in temporary differences during the year:

	Balance			Recognized			Recognized			Disposal			Acquired			Balance
	December 31,			in income			directly			of			in business			December 31,
	2022			or loss			in equity			business			combinations			2023
Property and equipment		(360,111	)		8,637			(3,233	)		-			(27,501	)		(382,208	)
Intangible assets		(72,032	)		10,870			(798	)		-			(65,587	)		(127,547	)
Long-term debt		7,497			660			443			-			-			8,600
Employee benefits		23,111			5,119			(1,720	)		-			-			26,510
Provisions		53,818			(5,399	)		(2,303	)		-			5,342			51,458
Tax losses		5,686			2,953			1,411			-			4			10,054
Other		892			(396	)		10			-			-			506
Net deferred tax liabilities		(341,139	)		22,444			(6,190	)		-			(87,742	)		(412,627	)
	Balance			Recognized			Recognized			Disposal			Acquired			Balance
	December 31,			in income			directly			of			in business			December 31,
	2021			or loss			in equity			business			combinations			2022
Property and equipment		(432,334	)		1,397			7,194			67,442			(3,810	)		(360,111	)
Intangible assets		(78,888	)		8,231			1,956			8,490			(11,821	)		(72,032	)
Long-term debt		8,025			(31	)		(497	)		-			-			7,497
Employee benefits		43,821			6,711			(27,421	)		-			-			23,111
Provisions		57,961			(4,466	)		406			(1,490	)		1,407			53,818
Tax losses		10,272			(4,058	)		(545	)		-			17			5,686
Other		(2,917	)		696			2,755			-			358			892
Net deferred tax liabilities		(394,060	)		8,480			(16,152	)		74,441			(13,848	)		(341,139	)

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Share capital and other components of equity (Tables)

12 Months Ended

Dec. 31, 2023

Share Capital And Other Components Of Equity [Abstract]

Summary of Number of Common Shares Issued

The following table summarizes the number of common shares issued:

(in number of shares)	Note		2023			2022
Balance, beginning of year				86,539,559			92,152,893
Repurchase and cancellation of own shares				(2,609,900	)		(6,368,322	)
Stock options exercised		21		512,074			754,988
Balance, end of period				84,441,733			86,539,559

Summary of Share Capital Issued and Fully Paid

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

	2023			2022
Balance, beginning of year		1,089,229			1,133,181
Repurchase and cancellation of own shares		(28,303	)		(68,536	)
Cash consideration of stock options exercised		12,777			16,502
Ascribed value credited to share capital on stock options exercised, net of tax		4,402			6,298
Issuance of shares on settlement of RSUs and PSUs, net of tax		29,185			1,784
Balance, end of year		1,107,290			1,089,229

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Earnings per share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings per share [abstract]

Schedule of Basic and Diluted 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)	2023			2022
Net income		504,877			823,232
Issued common shares, beginning of period		86,539,559			92,152,893
Effect of stock options exercised		340,802			314,112
Effect of repurchase of own shares		(972,615	)		(3,107,423	)
Weighted average number of common shares		85,907,746			89,359,582
Earnings per share – basic (in dollars)		5.88			9.21

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)	2023		2022
Net income		504,877		823,232
Weighted average number of common shares		85,907,746		89,359,582
Dilutive effect:
Stock options, restricted share units
and performance share units		1,147,023		1,898,097
Weighted average number of diluted common shares		87,054,769		91,257,679
Earnings per share - diluted (in dollars)		5.80		9.02

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Share-based payment arrangements (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]

Summary of Changes in Outstanding Stock Options

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

(in thousands of options and in dollars)				2023					2022
				Weighted					Weighted
	Number			average		Number			average
	of			exercise		of			exercise
	options			price		options			price
Balance, beginning of year		1,302			27.89		2,061			25.70
Exercised		(512	)		25.92		(755	)		21.84
Forfeited		-			-		(4	)		40.41
Balance, end of year		790			29.17		1,302			27.89
Options exercisable, end of year		790			29.17		1,273			27.60

Summary of Information about Stock Options Outstanding and Exercisable

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

(in thousands of options and in dollars)		Options outstanding and exercisable
				Weighted
				average
		Number		remaining
		of		contractual life
Exercise prices		options		(in years)
	26.82		13		0.1
	23.70		233		1.1
	30.71		496		2.2
	40.41		48		3.6
			790		1.9

Schedule of Deferred Share Unit Plan for Board Members

The following table provides the number of DSUs related to this plan:

(in units)	2023			2022
Balance, beginning of year		310,128			306,554
Paid		(313,312	)		-
Forfeited		(170	)		-
Dividends paid in units		3,354			3,574
Balance, end of year		-			310,128

Restricted Share Units

Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]

Summary of Changes to Outstanding Options

The table below summarizes changes to the outstanding RSUs:

(in thousands of RSUs and in dollars)				2023					2022
				Weighted					Weighted
	Number			average		Number			average
	of			grant date		of			grant date
	RSUs			fair value		RSUs			fair value
Balance, beginning of year		272			58.33		272			54.27
Granted		63			115.81		74			96.04
Reinvested		4			74.69		3			60.68
Settled		(145	)		36.87		(49	)		93.80
Settled on sale of business		-			-		(15	)		44.19
Forfeited		(2	)		69.92		(13	)		71.13
Balance, end of year		192			93.62		272			58.33

Summary of Information about Options Outstanding and Exercisable

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

(in thousands of RSUs and in dollars)		RSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		RSUs		(in years)
	70.59		71		0.1
	117.85		8		0.3
	98.27		58		1.1
	115.51		55		2.1
			192		1.0

Performance Share Units

Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]

Summary of Changes to Outstanding Options

The table below summarizes changes to the outstanding PSUs:

(in thousands of PSUs and in dollars)				2023					2022
				Weighted					Weighted
	Number			average		Number			average
	of			grant date		of			grant date
	PSUs			fair value		PSUs			fair value
Balance, beginning of year		261			62.87		226			52.25
Granted		55			135.15		63			100.43
Reinvested		4			84.93		3			62.94
Settled		(267	)		32.70		(6	)		47.77
Added due to performance conditions		134			32.93		22			50.87
Settled on sale of business		-			-		(28	)		46.85
Forfeited		(3	)		109.61		(19	)		75.59
Balance, end of year		184			106.17		261			62.87

Summary of Information about Options Outstanding and Exercisable

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

(in thousands of PSUs and in dollars)		PSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		PSUs		(in years)
	89.64		71		0.1
	100.43		58		1.1
	135.15		55		2.1
			184		1.0

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Materials and services expenses (Tables)

12 Months Ended

Dec. 31, 2023

Material income and expense [abstract]

Summary of Materials and Services Expenses

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

	2023		2022
Independent contractors		2,805,924		3,394,544
Vehicle operation expenses		999,922		1,197,647
		3,805,846		4,592,191

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Personnel expenses (Tables)

12 Months Ended

Dec. 31, 2023

Personnel Expense [Abstract]

Summary of Personnel Expenses

	Note		2023		2022
Short-term employee benefits				2,007,954		2,216,769
Contributions to defined contribution plans				8,399		9,570
Current and past service costs related to defined benefit plans		16		58,537		116,506
Termination benefits				16,743		6,688
Equity-settled share-based payment transactions		21		13,451		14,648
Cash-settled share-based payment transactions		21		4,538		(1,325	)
				2,109,622		2,362,856

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Finance Income and Finance Costs (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure Of Finance Income And Finance Costs [Abstract]

Summary of Finance Income and Finance Costs

Recognized in income or loss:

Costs (income)	2023			2022
Interest expense on long-term debt and amortization of deferred financing fees		59,432			52,230
Interest expense on lease liabilities		16,042			13,264
Interest income		(8,121	)		(1,750	)
Net change in fair value and accretion expense of contingent considerations		165			216
Net foreign exchange (gain) loss		(491	)		556
Other financial expenses		13,844			15,881
Net finance costs		80,871			80,397
Presented as:
Finance income		(8,612	)		(1,750	)
Finance costs		89,483			82,147

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Income tax expense (Tables)

12 Months Ended

Dec. 31, 2023

Major components of tax expense (income) [abstract]

Summary of Income Tax Recognized in Income or Loss

Income tax recognized in income or loss:

	2023			2022
Current tax expense
Current period		192,388			263,877
Adjustment for prior years		1,943			(12,988	)
		194,331			250,889
Deferred tax expense (recovery)
Origination and reversal of temporary differences		(20,102	)		(19,834	)
Variation in tax rate		1,551			(242	)
Adjustment for prior years		(3,893	)		11,596
		(22,444	)		(8,480	)
Income tax expense		171,887			242,409

Summary of Income Tax Recognized in Other Comprehensive Income

Income tax recognized in other comprehensive income:

	2023									2022
				Tax									Tax
	Before			(benefit)			Net of			Before			(benefit)			Net of
	tax			expense			tax			Tax			expense			tax
Foreign currency translation differences		(881	)		-			(881	)		(10,148	)		-			(10,148	)
Defined benefit plan remeasurement gains (losses)		2,676			660			2,016			85,184			21,676			63,508
Employee benefit		-			-			-			304			12			292
Gain (loss) on net investment hedge		37,913			(1,792	)		39,705			(76,141	)		(4,095	)		(72,046	)
Change in fair value of investment in equity securities		8,383			1,102			7,281			(6,573	)		(1,078	)		(5,495	)
		48,091			(30	)		48,121			(7,374	)		16,515			(23,889	)

Summary of Reconciliation of Effective Tax Rate

Reconciliation of effective tax rate:

			2023					2022
Income before income tax				676,764					1,065,641
Income tax using the Company’s
statutory tax rate	26.5	%		179,342		26.5	%		282,395
Increase (decrease) resulting from:
Rate differential between jurisdictions	0.1	%		548		-0.2	%		(2,206	)
Variation in tax rate	0.2	%		1,551		0.0	%		(242	)
Non deductible expenses	0.3	%		2,005		0.3	%		3,105
Tax deductions and tax
exempt income*	-2.2	%		(14,909	)	-3.8	%		(40,172	)
Adjustment for prior periods	-0.3	%		(1,950	)	-0.1	%		(1,392	)
Multi-jurisdiction tax	0.8	%		5,300		0.1	%		921
	25.4	%		171,887		22.7	%		242,409

* Tax deductions and tax exempt income for 2022 is mainly due to the gain on sale of business recorded on the sale of CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses resulting in no taxes.

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Financial Instruments and Financial Risk Management (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure of detailed information about financial instruments [abstract]

Summary of Maximum Exposure to Credit Risk

	December 31, 2023		December 31, 2022
Trade and other receivables		894,771		1,030,726

Summary of Aging of Trade and Other Receivables

The aging of trade and other receivables at the reporting date was:

			Allowance				Allowance
			for expected				for expected
	Total		credit loss		Total		credit loss
	2023		2023		2022		2022
Not past due		619,888		1,817		696,357		1,124
Past due 1 – 30 days		159,928		2,909		184,907		2,904
Past due 31 – 60 days		47,529		8,727		83,676		8,712
Past due more than 60 days		96,932		16,053		94,824		16,298
		924,277		29,506		1,059,764		29,038

Summary of Movement in Allowance for Expected Credit Loss in Respect of Trade and Other Receivables

The movement in the allowance for expected credit loss in respect of trade and other receivables during the year was as follows:

	2023			2022
Balance, beginning of year		29,038			27,317
Business combinations		2,100			127
Sale of business		-			(1,914	)
Bad debt expenses		30,992			19,644
Amount written off and recoveries		(33,302	)		(14,129	)
Effect of movements in exchange rates		678			(2,007	)
Balance, end of year		29,506			29,038

Summary of Contractual Maturities of Financial Liabilities Including Estimated Interest Payment

The following are the contractual maturities of the financial liabilities, including estimated interest payment:

	Carrying		Contractual		Less than		1 to 2		2 to 5		More than
	amount		cash flows		1 year		years		years		5 years
2023
Trade and other payables		671,936		671,936		671,936		-		-		-
Long-term debt		1,884,274		2,644,474		257,414		354,206		293,772		1,739,082
Other financial liability		13,572		13,572		12,732		840		-		-
		2,569,782		3,329,982		942,083		355,046		293,772		1,739,082
2022
Trade and other payables		708,768		708,768		708,768		-		-		-
Long-term debt		1,315,757		1,659,085		80,916		268,727		229,969		1,079,473
Other financial liability		8,775		8,775		8,775		-		-		-
		2,033,300		2,376,628		798,459		268,727		229,969		1,079,473

Summary of Financial Assets and Liabilities Exposure to Foreign Currency Risk

The Group’s financial assets and liabilities exposure to foreign currency risk related to Canadian entities was as follows based on notional amounts:

	2023			2022
Trade and other receivables		41,239			50,732
Trade and other payables		(7,379	)		(8,301	)
Long-term debt		(1,654,689	)		(1,079,774	)
Balance sheet exposure		(1,620,829	)		(1,037,343	)
Long-term debt designated as investment hedge		1,655,000			1,080,000
Net balance sheet exposure		34,171			42,657

Summary of Exchange Rates Applied

The Group estimates its annual net USD denominated cash flow from operating activities at approximately $470 million (2022 - $720 million). This cash flow is earned evenly throughout the year.

The following exchange rates applied during the year:

	December 31, 2023		December 31, 2022
Average USD for the year ended		1.3497		1.3013
Closing USD as at		1.3243		1.3554

Summary of Sensitivity Analysis

Sensitivity analysis

A 1-cent increase in the U.S. dollar at the reporting date, assuming all other variables, in particular interest rates, remain constant, would have increased (decreased) equity and income or loss by the amounts shown below. The analysis is performed on the same basis for 2022.

	2023						2022
	1-cent			1-cent			1-cent			1-cent
	Increase			Decrease			Increase			Decrease
Balance sheet exposure		(12,239	)		12,239			(7,653	)		7,653
Long-term debt designated as investment hedge		12,497			(12,497	)		7,968			(7,968	)
Net balance sheet exposure		258			(258	)		315			(315	)

Summary of Carrying Amount of Interest-bearing Financial Instruments Excluding Effects of Interest Rate Derivatives

At December 31, 2023 and 2022, the interest rate profile of the Group’s carrying amount of interest-bearing financial instruments excluding the effects of interest rate derivatives was:

	2023		2022
Fixed rate instruments		1,884,182		1,315,757
		1,884,182		1,315,757

Summary of Debt-to-Equity and Debt-to-Capitalization Ratios

The Group monitors its long-term debt using the ratios below to maintain an appropriate debt level. The Group’s debt-to-equity and debt-to-capitalization ratios are as follows:

	2023		2022
Long-term debt		1,884,182		1,315,757
Shareholders' equity		2,591,410		2,463,070
Debt-to-equity ratio		0.73		0.53
Debt-to-capitalization ratio1		0.42		0.35

1 Long-term debt divided by the sum of shareholders' equity and long-term debt.

Summary of Fair Values of Financial Assets and Liabilities, Together with Carrying Amounts Shown in Statements of Financial Position

he fair values of financial assets and liabilities, together with the carrying amounts shown in the statements of financial position, are as follows:

	December 31, 2023				December 31, 2022
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial assets
Assets carried at fair value
Investment in equity securities		50,209		50,209		85,964		85,964
Assets carried at amortized cost
Trade and other receivables		894,771		894,771		1,030,726		1,030,726
		944,980		944,980		1,116,690		1,116,690
Financial liabilities
Liabilities carried at fair value
Other financial liability		27,119		27,119		19,657		19,657
Liabilities carried at amortized cost
Trade and other payables		671,936		671,936		708,768		708,768
Long-term debt		1,884,182		1,678,662		1,315,757		1,300,591
		2,583,237		2,377,717		2,044,182		2,029,016

Schedule of Interest Rates Used to Discount Estimated Cash Flows

The carrying amount of the Group’s debt does not approximate fair value. The interest rates used to discount estimated cash flows to calculate fair value, when applicable, are based on the current interest rates for debt with similar terms, company rating and remaining maturity.

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Related Parties (Tables)

12 Months Ended

Dec. 31, 2023

Related party transactions [abstract]

Summary of Costs Incurred for Key Management Personnel

Key management personnel compensation comprised:

	2023		2022
Short-term benefits		15,457		16,858
Post-employment benefits		619		800
Equity-settled share-based payment transactions		8,674		10,874
		24,750		28,532

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Reporting Entity - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023
Disclosure Of General Information About Financial Statements [Abstract]
Name of reporting entity or other means of identification	TFI International Inc.
Domicile of entity	Canada
Address of entity's registered office	8801 Trans-Canada Highway, Suite 500, Montreal, Quebec, H4S 1Z6.

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Material Accounting Policies - Summary of Depreciation Method and Useful Lives (Details)	12 Months Ended
	Dec. 31, 2023
Buildings
Disclosure Of Property Plant And Equipment [Line Items]
Basis	Straight-line
Buildings | Bottom of Range
Disclosure Of Property Plant And Equipment [Line Items]
Useful lives	15 years
Buildings | Top of Range
Disclosure Of Property Plant And Equipment [Line Items]
Useful lives	40 years
Rolling Stock
Disclosure Of Property Plant And Equipment [Line Items]
Basis	Primarily straight-line
Rolling Stock | Bottom of Range
Disclosure Of Property Plant And Equipment [Line Items]
Useful lives	3 years
Rolling Stock | Top of Range
Disclosure Of Property Plant And Equipment [Line Items]
Useful lives	20 years
Equipment
Disclosure Of Property Plant And Equipment [Line Items]
Basis	Primarily straight-line
Equipment | Bottom of Range
Disclosure Of Property Plant And Equipment [Line Items]
Useful lives	5 years
Equipment | Top of Range
Disclosure Of Property Plant And Equipment [Line Items]
Useful lives	12 years

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Material Accounting Policies - Summary of Estimated Useful Lives of Intangible Assets with Finite Lives are Amortized on Straight-line Basis (Details)	12 Months Ended
	Dec. 31, 2023
Customer Relationships | Bottom of Range
Disclosure Of Intangible Assets [Line Items]
Useful lives	5 years
Customer Relationships | Top of Range
Disclosure Of Intangible Assets [Line Items]
Useful lives	20 years
Trademarks | Bottom of Range
Disclosure Of Intangible Assets [Line Items]
Useful lives	5 years
Trademarks | Top of Range
Disclosure Of Intangible Assets [Line Items]
Useful lives	20 years
Non-compete Agreements | Bottom of Range
Disclosure Of Intangible Assets [Line Items]
Useful lives	3 years
Non-compete Agreements | Top of Range
Disclosure Of Intangible Assets [Line Items]
Useful lives	10 years
Information Technology | Bottom of Range
Disclosure Of Intangible Assets [Line Items]
Useful lives	5 years
Information Technology | Top of Range
Disclosure Of Intangible Assets [Line Items]
Useful lives	7 years

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Segment Reporting - Information Regarding Results of Reportable Segment (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Operating Segments [Line Items]
Revenue	[1]	$ 6,416,886	$ 7,357,064
Fuel surcharge	[1]	1,104,281	1,455,427
Total revenue	[1]	7,521,167	8,812,491
Operating income (loss)		757,635	1,146,038
Depreciation and amortization		441,975	430,593
Gain (loss) on sale of land and buildings		(40)	43
Gain, net of impairment, on sale of assets held for sale		14,721	77,911
Gain (loss) on sale of business		(3,011)	73,653
Intangible assets		2,019,301	1,592,110
Total assets		6,283,620	5,505,830
Total liabilities		3,692,210	3,042,760
Additions to property and equipment		360,247	351,269
Operating Segments | Package and Courier
Disclosure Of Operating Segments [Line Items]
Revenue	[1]	461,930	498,972
Fuel surcharge	[1]	121,268	151,872
Total revenue	[1]	583,198	650,844
Operating income (loss)		114,360	134,306
Depreciation and amortization		25,070	26,532
Intangible assets		183,841	180,119
Total assets		359,177	362,724
Total liabilities		100,733	126,383
Additions to property and equipment		22,136	15,097
Operating Segments | Less-Than-Truckload
Disclosure Of Operating Segments [Line Items]
Revenue	[1]	2,777,308	3,243,556
Fuel surcharge	[1]	591,259	779,607
Total revenue	[1]	3,368,567	4,023,163
Operating income (loss)		310,429	470,807
Depreciation and amortization		173,684	152,666
Gain (loss) on sale of land and buildings		(35)
Gain, net of impairment, on sale of assets held for sale		10,546	55,714
Intangible assets		194,782	167,798
Total assets		2,329,677	2,275,672
Total liabilities		778,018	836,937
Additions to property and equipment		217,191	168,667
Operating Segments | Truckload
Disclosure Of Operating Segments [Line Items]
Revenue	[1]	1,625,592	1,986,331
Fuel surcharge	[1]	310,446	464,707
Total revenue	[1]	1,936,038	2,451,038
Operating income (loss)		237,393	366,868
Depreciation and amortization		194,761	212,430
Gain (loss) on sale of land and buildings		(5)	43
Gain, net of impairment, on sale of assets held for sale		3,949	22,197
Intangible assets		857,666	775,464
Total assets		2,004,163	1,861,093
Total liabilities		462,812	464,962
Additions to property and equipment		115,048	165,953
Operating Segments | Logistics
Disclosure Of Operating Segments [Line Items]
Revenue	[1]	1,604,878	1,689,122
Fuel surcharge	[1]	92,138	74,158
Total revenue	[1]	1,697,016	1,763,280
Operating income (loss)		160,112	140,446
Depreciation and amortization		47,914	38,244
Gain, net of impairment, on sale of assets held for sale		226
Intangible assets		782,923	468,547
Total assets		1,140,174	731,564
Total liabilities		336,875	239,916
Additions to property and equipment		5,561	1,150
Corporate
Disclosure Of Operating Segments [Line Items]
Operating income (loss)		(64,659)	33,611
Depreciation and amortization		546	721
Gain (loss) on sale of business		(3,011)	73,653
Intangible assets		89	182
Total assets		450,429	274,777
Total liabilities		2,013,900	1,374,687
Additions to property and equipment		311	402
Eliminations
Disclosure Of Operating Segments [Line Items]
Revenue	[1]	(52,822)	(60,917)
Fuel surcharge	[1]	(10,830)	(14,917)
Total revenue	[1]	(63,652)	(75,834)
Total liabilities		$ (128)	$ (125)

[1] Includes intersegment revenue and intersegment fuel surcharge

XML

Segment Reporting - Summary of Revenue Attributed to Geographical Locations (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Geographical Areas [Line Items]
Total revenue	[1]	$ 7,521,167	$ 8,812,491
Canada
Disclosure Of Geographical Areas [Line Items]
Total revenue		2,567,236	2,723,060
United States
Disclosure Of Geographical Areas [Line Items]
Total revenue		4,953,931	6,071,806
Mexico
Disclosure Of Geographical Areas [Line Items]
Total revenue			17,625
Operating Segments | Package and Courier
Disclosure Of Geographical Areas [Line Items]
Total revenue	[1]	583,198	650,844
Operating Segments | Package and Courier | Canada
Disclosure Of Geographical Areas [Line Items]
Total revenue		583,198	650,844
Operating Segments | Less-Than-Truckload
Disclosure Of Geographical Areas [Line Items]
Total revenue	[1]	3,368,567	4,023,163
Operating Segments | Less-Than-Truckload | Canada
Disclosure Of Geographical Areas [Line Items]
Total revenue		608,545	667,506
Operating Segments | Less-Than-Truckload | United States
Disclosure Of Geographical Areas [Line Items]
Total revenue		2,760,022	3,355,657
Operating Segments | Truckload
Disclosure Of Geographical Areas [Line Items]
Total revenue	[1]	1,936,038	2,451,038
Operating Segments | Truckload | Canada
Disclosure Of Geographical Areas [Line Items]
Total revenue		1,139,272	1,182,198
Operating Segments | Truckload | United States
Disclosure Of Geographical Areas [Line Items]
Total revenue		796,766	1,268,840
Operating Segments | Logistics
Disclosure Of Geographical Areas [Line Items]
Total revenue	[1]	1,697,016	1,763,280
Operating Segments | Logistics | Canada
Disclosure Of Geographical Areas [Line Items]
Total revenue		271,136	256,714
Operating Segments | Logistics | United States
Disclosure Of Geographical Areas [Line Items]
Total revenue		1,425,880	1,488,941
Operating Segments | Logistics | Mexico
Disclosure Of Geographical Areas [Line Items]
Total revenue			17,625
Eliminations
Disclosure Of Geographical Areas [Line Items]
Total revenue	[1]	(63,652)	(75,834)
Eliminations | Canada
Disclosure Of Geographical Areas [Line Items]
Total revenue		(34,915)	(34,202)
Eliminations | United States
Disclosure Of Geographical Areas [Line Items]
Total revenue		$ (28,737)	$ (41,632)

[1] Includes intersegment revenue and intersegment fuel surcharge

XML

Segment Reporting - Summary of Segment Assets on Geographical Location (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Segment Assets [Line Items]
Property and equipment, right-of-use assets and intangible assets	$ 4,860,403	$ 4,105,705
Canada
Disclosure Of Segment Assets [Line Items]
Property and equipment, right-of-use assets and intangible assets	2,208,595	1,848,746
United States
Disclosure Of Segment Assets [Line Items]
Property and equipment, right-of-use assets and intangible assets	$ 2,651,808	$ 2,256,959

XML

Business Combinations - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) Business	Dec. 31, 2022 USD ($)	Aug. 16, 2023 USD ($)
Disclosure Of Business Combinations [Line Items]
Number of business acquired | Business	12
Purchase price	$ 659,755	$ 181,608
Revenue of acquiree since acquisition date	225,300
Net income of acquiree since acquisition date	18,000
Transaction costs	900	100
Trade receivables	80,000
Trade receivables expected to be uncollectible	2,100
Goodwill and intangible assets deducted for tax purpose	18,900	2,900
Contingent consideration, maximum amount payable in one year	13,500	22,500
Contingent consideration, maximum amount payable in two years	800	21,000
Contingent consideration balance	13,200	8,800
Fair value of assets	944,980	1,116,690
Land and buildings [member]
Disclosure Of Business Combinations [Line Items]
Fair value of assets	49,500
Customer-related intangible assets [member]
Disclosure Of Business Combinations [Line Items]
Fair value of assets	175,200
Material and Nonmaterial Business
Disclosure Of Business Combinations [Line Items]
Revenue of acquiree since acquisition date	333,200	235,700
Net income of acquiree since acquisition date	9,100	18,100
Non Material Business
Disclosure Of Business Combinations [Line Items]
Revenue of acquiree since acquisition date	178,300	100,600
Net income of acquiree since acquisition date	6,300	$ 5,900
JHT
Disclosure Of Business Combinations [Line Items]
Purchase price	309,304		$ 309,300
Revenue of acquiree since acquisition date	589,500
Net income of acquiree since acquisition date	$ 50,500

XML

Business Combinations - Summary of Purchase Price Allocations (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Aug. 16, 2023	Dec. 31, 2022
Disclosure Of Business Combinations [Line Items]
Cash and cash equivalents	$ 17,582		$ 863
Trade and other receivables	77,900		28,231
Inventoried supplies and prepaid expenses	16,873		2,179
Property and equipment	240,339		70,959
Right-of-use assets	30,994		28,269
Intangible assets	279,466		45,740
Other assets	24,002		368
Trade and other payables	(64,105)		(10,327)
Income tax (payable) receivable	(953)		(1,465)
Provisions	(19,919)		(280)
Other non-current liabilities	(488)
Long-term debt	(4,808)
Lease liabilities	(30,994)		(28,269)
Deferred tax liabilities	(87,742)		(13,848)
Total identifiable net assets	478,147		122,420
Total consideration transferred	659,755		181,608
Goodwill	181,608		59,188
Cash	646,283		159,114
Contingent consideration	13,472		22,494
Total consideration transferred	659,755		$ 181,608
JHT
Disclosure Of Business Combinations [Line Items]
Cash and cash equivalents	5,709
Trade and other receivables	38,250
Inventoried supplies and prepaid expenses	10,976
Property and equipment	65,489
Right-of-use assets	5,385
Intangible assets	198,659
Other assets	23,887
Trade and other payables	(35,221)
Income tax (payable) receivable	(1,682)
Provisions	(19,919)
Other non-current liabilities	(444)
Long-term debt	(4,808)
Lease liabilities	(5,385)
Deferred tax liabilities	(55,367)
Total identifiable net assets	225,529
Total consideration transferred	309,304
Goodwill	83,775
Cash	309,304
Total consideration transferred	309,304	$ 309,300
Others
Disclosure Of Business Combinations [Line Items]
Cash and cash equivalents	11,873
Trade and other receivables	39,650
Inventoried supplies and prepaid expenses	5,897
Property and equipment	174,850
Right-of-use assets	25,609
Intangible assets	80,807
Other assets	115
Trade and other payables	(28,884)
Income tax (payable) receivable	729
Other non-current liabilities	(44)
Lease liabilities	(25,609)
Deferred tax liabilities	(32,375)
Total identifiable net assets	252,618
Total consideration transferred	350,451
Goodwill	97,833
Cash	336,979
Contingent consideration	13,472
Total consideration transferred	$ 350,451

XML

Business Combinations - Summary of Valuation Techniques Used For Measuring The Fair Value Of Material Assets Acquired Regarding UPS Freight (Details)	12 Months Ended
	Dec. 31, 2023
Land and buildings [member] | Market comparison technique and cost technique
Valuation techniques Used For Measuring The Fair Value Of Material Assets Acquired In Busniess Combination [Line Items]
Valuation technique	Market comparison technique and cost technique: The valuation model considers market prices for comparable sites, when available, and considers depreciated replacement cost, which reflects adjustments for physical deterioration, when appropriate.
Land and buildings [member] | Market prices for comparable sites | Market comparison technique and cost technique
Valuation techniques Used For Measuring The Fair Value Of Material Assets Acquired In Busniess Combination [Line Items]
Key inputs	Market prices for comparable sites
Land and buildings [member] | Average rebuild cost | Market comparison technique and cost technique
Valuation techniques Used For Measuring The Fair Value Of Material Assets Acquired In Busniess Combination [Line Items]
Key inputs	Average rebuild cost
Customer Relationship [Member] | Excess earnings method
Valuation techniques Used For Measuring The Fair Value Of Material Assets Acquired In Busniess Combination [Line Items]
Valuation technique	Excess earnings method: The valuation model considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets.
Customer Relationship [Member] | Forecasts | Excess earnings method
Valuation techniques Used For Measuring The Fair Value Of Material Assets Acquired In Busniess Combination [Line Items]
Key inputs	Forecasted revenue attributable to existing customers and relationships
Customer Relationship [Member] | Annual Attrition Rate [Member] | Excess earnings method
Valuation techniques Used For Measuring The Fair Value Of Material Assets Acquired In Busniess Combination [Line Items]
Key inputs	Annual attrition rate
Customer Relationship [Member] | Forecasted Operating Margin [Member] | Excess earnings method
Valuation techniques Used For Measuring The Fair Value Of Material Assets Acquired In Busniess Combination [Line Items]
Key inputs	Forecasted operating margin
Customer Relationship [Member] | FULL Discount Rate Measurement Input [Member] | Excess earnings method
Valuation techniques Used For Measuring The Fair Value Of Material Assets Acquired In Busniess Combination [Line Items]
Key inputs	Discount rate

XML

Business Combinations - Schedule of Goodwill Arising in the Business Combinations Allocated to Operating Segments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Business Combinations [Line Items]
Goodwill allocated	$ 181,608	$ 59,188
Canadian Less-Than-Truckload
Disclosure Of Business Combinations [Line Items]
Reportable segment	Less-Than-Truckload
Goodwill allocated	$ 9,142	0
U.S. Less-Than-Truckload
Disclosure Of Business Combinations [Line Items]
Reportable segment	Less-Than-Truckload
Goodwill allocated	$ 3,376	0
Canadian Truckload
Disclosure Of Business Combinations [Line Items]
Reportable segment	Truckload
Goodwill allocated	$ 16,017	811
Specialized Truckload
Disclosure Of Business Combinations [Line Items]
Reportable segment	Truckload
Goodwill allocated	$ 43,080	35,865
Logistics
Disclosure Of Business Combinations [Line Items]
Reportable segment	Logistics
Goodwill allocated	$ 109,993	$ 22,512

XML

Business combinations - Disclosure Of Fair Value Of Certain Assets Acquired and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disclosure of detailed information about business combination [line items]
Cash and cash equivalents	$ 17,582	$ 863
Trade and other receivables	77,900	28,231
Inventoried supplies and prepaid expenses	16,873	2,179
Property and equipment	240,339	70,959
Right-of-use assets	30,994	28,269
Intangible assets	279,466	45,740
Other assets	24,002	368
Trade and other payables	(64,105)	(10,327)
Income tax payable	953	1,465
Provisions	19,919	280
Other non-current liabilities	488
Lease liabilities	30,994	28,269
Deferred tax liabilities	(87,742)	(13,848)
Total identifiable net assets	478,147	122,420
Total consideration transferred	659,755	181,608
Total consideration transferred	$ 659,755	$ 181,608

XML

Sale of Business - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Aug. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Disposal Of Business [Line Items]
Net consideration received			$ 553,018
Gain (loss) on sale of business			$ 73,653
Other liabilities adjustment
Disclosure Of Disposal Of Business [Line Items]
Gain (loss) on sale of business		$ 3,000
Truckload, Temp Control and Mexican non asset logistics businesses
Disclosure Of Disposal Of Business [Line Items]
Net consideration received	$ 553,000
Incremental selling costs	$ 4,500

XML

Sale of Business - Summary of Disposal of Net Assets (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Disclosure Of Disposal Of Net Assets [Line Items]
Cash and cash equivalents	$ 6,790
Total identifiable net assets	479,365
Total consideration received	553,018
Gain on sale of business	73,653
Trade and other receivables
Disclosure Of Disposal Of Net Assets [Line Items]
Assets other than cash or cash equivalents in subsidiary or businesses acquired or disposed	77,877
Inventoried supplies and prepaid expenses
Disclosure Of Disposal Of Net Assets [Line Items]
Assets other than cash or cash equivalents in subsidiary or businesses acquired or disposed	7,856
Property, plant and equipment
Disclosure Of Disposal Of Net Assets [Line Items]
Assets other than cash or cash equivalents in subsidiary or businesses acquired or disposed	321,123
Right-of-use assets
Disclosure Of Disposal Of Net Assets [Line Items]
Assets other than cash or cash equivalents in subsidiary or businesses acquired or disposed	3,203
Intangible assets
Disclosure Of Disposal Of Net Assets [Line Items]
Assets other than cash or cash equivalents in subsidiary or businesses acquired or disposed	42,599
Goodwill
Disclosure Of Disposal Of Net Assets [Line Items]
Assets other than cash or cash equivalents in subsidiary or businesses acquired or disposed	144,551
Other assets
Disclosure Of Disposal Of Net Assets [Line Items]
Assets other than cash or cash equivalents in subsidiary or businesses acquired or disposed	306
Accumulated other comprehensive income
Disclosure Of Disposal Of Net Assets [Line Items]
Liabilities in subsidiary or businesses acquired or disposed	2,737
Trade and other payables
Disclosure Of Disposal Of Net Assets [Line Items]
Liabilities in subsidiary or businesses acquired or disposed	(46,776)
Income tax payable
Disclosure Of Disposal Of Net Assets [Line Items]
Liabilities in subsidiary or businesses acquired or disposed	(564)
Employee Benefits
Disclosure Of Disposal Of Net Assets [Line Items]
Liabilities in subsidiary or businesses acquired or disposed	(1,302)
Provisions
Disclosure Of Disposal Of Net Assets [Line Items]
Liabilities in subsidiary or businesses acquired or disposed	(1,465)
Lease liabilities
Disclosure Of Disposal Of Net Assets [Line Items]
Liabilities in subsidiary or businesses acquired or disposed	(3,129)
Deferred Tax Liabilities
Disclosure Of Disposal Of Net Assets [Line Items]
Liabilities in subsidiary or businesses acquired or disposed	$ (74,441)

XML

Sale of Business - Summary of Goodwill Disposed Allocated to Operating Segments (Details) - Goodwill [member] $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Disclosure Of Goodwill Disposed Allocated To Operating Segments Explanatory [Line Items]
Assets other than cash or cash equivalents in subsidiary or businesses acquired or disposed	$ 144,551
Sale of Business [member]
Disclosure Of Goodwill Disposed Allocated To Operating Segments Explanatory [Line Items]
Assets other than cash or cash equivalents in subsidiary or businesses acquired or disposed	144,551
U.S. Truckload | Sale of Business [member]
Disclosure Of Goodwill Disposed Allocated To Operating Segments Explanatory [Line Items]
Assets other than cash or cash equivalents in subsidiary or businesses acquired or disposed	141,056
Logistics | Sale of Business [member]
Disclosure Of Goodwill Disposed Allocated To Operating Segments Explanatory [Line Items]
Assets other than cash or cash equivalents in subsidiary or businesses acquired or disposed	$ 3,495

XML

Trade and Other Receivables - Summary of Detailed Information about Trade and Other Receivables (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Trade and other current receivables [abstract]
Trade receivables, net of expected credit loss	$ 846,681	$ 966,428
Other receivables	48,090	64,298
Trade and other receivables	$ 894,771	$ 1,030,726

XML

Trade and Other Receivables - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Trade and other current receivables [abstract]
Trade receivables included in transit revenue	$ 32.4	$ 48.5

XML

Additional Cash Flow Information - Summary of Net Change in Non-cash Operating Working Capital (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Information About Additional Cash Flow Information [Abstract]
Trade and other receivables	$ 224,121	$ (59,105)
Inventoried supplies	6,533	(1,498)
Prepaid expenses	(11,648)	9,924
Trade and other payables	(112,375)	(96,774)
Increase (decrease) in working capital	$ 106,631	$ (147,453)

XML

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance		$ 2,131,955
Other additions		360,247	$ 351,269
Depreciation		249,835	248,638
Ending balance		2,415,472	2,131,955
Cost
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance		2,873,326	3,206,496
Additions through business combinations		240,339	70,959
Other additions		360,247	351,269
Disposals		136,955	132,994
Sale of business			485,720
Reclassification to from assets held for sale		(33,066)	(67,203)
Reclassification between categories	[1]	0
Effect of movements in exchange rates		30,657	(69,481)
Ending balance		3,334,548	2,873,326
Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance		(741,371)	(751,355)
Depreciation		249,835	248,638
Disposals		(79,086)	(63,877)
Sale of business			(164,597)
Reclassification to from assets held for sale		(5,950)	(5,426)
Reclassification between categories	[1]	0
Effect of movements in exchange rates		12,906	(24,722)
Ending balance		(919,076)	(741,371)
Land and Buildings
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance		1,083,850
Ending balance		1,278,576	1,083,850
Land and Buildings | Cost
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance		1,166,990	1,233,268
Additions through business combinations		145,204	2,003
Other additions		77,516	46,928
Disposals		398	678
Sale of business			31,356
Reclassification to from assets held for sale		(13,325)	(67,203)
Reclassification between categories	[1]	0
Effect of movements in exchange rates		7,990	(15,972)
Ending balance		1,383,977	1,166,990
Land and Buildings | Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance		(83,140)	(72,012)
Depreciation		21,841	21,353
Disposals		(92)	(137)
Sale of business			(6,837)
Reclassification to from assets held for sale		(1,003)	(5,426)
Reclassification between categories	[1]	0
Effect of movements in exchange rates		1,515	2,175
Ending balance		(105,401)	(83,140)
Rolling Stock
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance		958,276
Ending balance		1,067,968	958,276
Rolling Stock | Cost
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance		1,501,548	1,772,463
Additions through business combinations		91,870	66,240
Other additions		265,687	286,277
Disposals		136,028	122,946
Sale of business			452,547
Reclassification to from assets held for sale		(19,741)	0
Reclassification between categories	[1]	36,319
Effect of movements in exchange rates		18,545	(47,939)
Ending balance		1,758,200	1,501,548
Rolling Stock | Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance		(543,272)	(577,893)
Depreciation		210,523	203,431
Disposals		(78,584)	(56,549)
Sale of business			(157,618)
Reclassification to from assets held for sale		(4,947)	0
Reclassification between categories	[1]	11,089
Effect of movements in exchange rates		8,879	(23,885)
Ending balance		(690,232)	(543,272)
Equipment
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance		89,829
Ending balance		68,928	89,829
Equipment | Cost
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance		204,788	200,765
Additions through business combinations		3,265	2,716
Other additions		17,044	18,064
Disposals		529	9,370
Sale of business			1,817
Reclassification to from assets held for sale		0	0
Reclassification between categories	[1]	(36,319)
Effect of movements in exchange rates		4,122	(5,570)
Ending balance		192,371	204,788
Equipment | Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance		(114,959)	(101,450)
Depreciation		17,471	23,854
Disposals		(410)	(7,191)
Sale of business			(142)
Reclassification to from assets held for sale		0	0
Reclassification between categories	[1]	(11,089)
Effect of movements in exchange rates		2,512	(3,012)
Ending balance		$ (123,443)	$ (114,959)

[1] Reclassification between categories had no impact on the depreciation of the reclassified property and equipment.

XML

Property and Equipment - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Property Plant And Equipment [Line Items]
Purchase of property and equipment	$ 361,563,000	$ 350,824,000
Rolling Stock
Disclosure Of Property Plant And Equipment [Line Items]
Property and equipment pledged as security	89,600,000	126,400,000
Trade and Other Payables
Disclosure Of Property Plant And Equipment [Line Items]
Purchase of property and equipment	$ 0	$ 1,300,000

XML

Right-of-Use Assets - Summary of Right-of-Use Assets (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items]
Beginning balance		$ 381,640
Depreciation		132,112	$ 126,276
Ending balance		425,630	381,640
Cost
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items]
Beginning balance		784,631	747,890
Other additions		155,218	117,221
Additions through business combinations		30,994	28,269
Sale of business			(6,018)
Derecognition	[1]	(102,921)	(66,673)
Effect of movements in exchange rates		14,609	(36,058)
Ending balance		882,531	784,631
Depreciation
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items]
Beginning balance		402,991	349,357
Depreciation		132,112	126,276
Sale of business			(2,815)
Derecognition	[1]	(85,768)	(50,598)
Effect of movements in exchange rates		7,566	(19,229)
Ending balance		456,901	402,991
Land and Buildings
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items]
Beginning balance		242,535
Ending balance		257,844	242,535
Land and Buildings | Cost
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items]
Beginning balance		528,791	510,277
Other additions		74,580	62,353
Additions through business combinations		15,033	14,217
Sale of business			(238)
Derecognition	[1]	(39,674)	(31,475)
Effect of movements in exchange rates		9,629	(26,343)
Ending balance		588,359	528,791
Land and Buildings | Depreciation
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items]
Beginning balance		286,256	257,507
Depreciation		66,877	66,036
Sale of business			(130)
Derecognition	[1]	(28,074)	(22,733)
Effect of movements in exchange rates		5,456	(14,424)
Ending balance		330,515	286,256
Rolling Stock
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items]
Beginning balance		137,072
Ending balance		165,681	137,072
Rolling Stock | Cost
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items]
Beginning balance		252,043	233,710
Other additions		79,690	53,906
Additions through business combinations		15,961	14,052
Sale of business			(5,780)
Derecognition	[1]	(62,276)	(34,221)
Effect of movements in exchange rates		4,940	(9,624)
Ending balance		290,358	252,043
Rolling Stock | Depreciation
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items]
Beginning balance		114,971	90,092
Depreciation		64,340	59,101
Sale of business			(2,685)
Derecognition	[1]	(56,723)	(26,783)
Effect of movements in exchange rates		2,089	(4,754)
Ending balance		124,677	114,971
Equipment
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items]
Beginning balance		2,033
Ending balance		2,105	2,033
Equipment | Cost
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items]
Beginning balance		3,797	3,903
Other additions		948	962
Additions through business combinations		0	0
Sale of business			0
Derecognition	[1]	(971)	(977)
Effect of movements in exchange rates		40	(91)
Ending balance		3,814	3,797
Equipment | Depreciation
Disclosure Of Quantitative Information About Rightofuse Assets [Line Items]
Beginning balance		1,764	1,758
Depreciation		895	1,139
Sale of business			0
Derecognition	[1]	(971)	(1,082)
Effect of movements in exchange rates		21	(51)
Ending balance		$ 1,709	$ 1,764

[1] 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.

XML

Intangible Assets - Summary of Reconciliation of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	$ 1,592,110
Ending balance	2,019,301	$ 1,592,110
Cost
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	1,970,851	2,299,560
Additions through business combinations	461,074	104,928
Other additions	2,758	6,120
Disposals		(380)
Sale of business		(273,932)
Extinguishments	(18,576)	(83,200)
Effect of movements in exchange rates	28,513	(82,245)
Ending balance	2,444,620	1,970,851
Amortization and Impairment Losses
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	378,741	506,639
Amortization for the year	60,028	55,679
Disposals		(130)
Sale of business		(86,782)
Extinguishments	(18,576)	(83,200)
Effect of movements in exchange rates	5,126	(13,465)
Ending balance	425,319	378,741
Goodwill
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	1,281,333
Ending balance	1,483,077	1,281,333
Goodwill | Cost
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	1,359,345	1,572,291
Additions through business combinations	181,608	59,188
Other additions	0	0
Disposals	0	0
Sale of business		(210,806)
Extinguishments		0
Effect of movements in exchange rates	21,176	(61,328)
Ending balance	1,562,129	1,359,345
Goodwill | Amortization and Impairment Losses
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	78,012	147,480
Amortization for the year	0	0
Disposals	0	0
Sale of business		(66,255)
Effect of movements in exchange rates	1,040	(3,213)
Ending balance	79,052	78,012
Customer Relationships
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	269,445
Ending balance	470,367	269,445
Customer Relationships | Cost
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	513,697	588,514
Additions through business combinations	244,574	38,121
Other additions	0	0
Disposals		0
Sale of business		(33,312)
Extinguishments	(7,203)	(61,985)
Effect of movements in exchange rates	6,127	(17,641)
Ending balance	757,195	513,697
Customer Relationships | Amortization and Impairment Losses
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	244,252	287,578
Amortization for the year	46,629	43,538
Disposals		0
Sale of business		(16,669)
Extinguishments	(7,203)	(61,985)
Effect of movements in exchange rates	3,150	(8,210)
Ending balance	286,828	244,252
Trademarks and other
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	15,630
Ending balance	37,553	15,630
Trademarks and other | Cost
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	42,680	88,811
Additions through business combinations	27,127	3,846
Other additions	0	0
Disposals		(380)
Sale of business		(28,589)
Extinguishments	(7,820)	(19,058)
Effect of movements in exchange rates	685	(1,950)
Ending balance	62,672	42,680
Trademarks and other | Amortization and Impairment Losses
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	27,050	45,675
Amortization for the year	5,461	4,764
Disposals		(130)
Sale of business		(2,996)
Extinguishments	(7,820)	(19,058)
Effect of movements in exchange rates	428	(1,205)
Ending balance	25,119	27,050
Non-compete Agreements
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	9,877
Ending balance	11,446	9,877
Non-compete Agreements | Cost
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	20,007	17,948
Additions through business combinations	5,556	3,727
Other additions	0	0
Disposals		0
Sale of business		(150)
Extinguishments	(2,524)	(836)
Effect of movements in exchange rates	280	(682)
Ending balance	23,319	20,007
Non-compete Agreements | Amortization and Impairment Losses
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	10,130	7,666
Amortization for the year	4,099	3,702
Disposals		0
Sale of business		(26)
Extinguishments	(2,524)	(836)
Effect of movements in exchange rates	168	(376)
Ending balance	11,873	10,130
Information Technology
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	15,825
Ending balance	16,858	15,825
Information Technology | Cost
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	35,122	31,996
Additions through business combinations	2,209	46
Other additions	2,758	6,120
Disposals		0
Sale of business		(1,075)
Extinguishments	(1,029)	(1,321)
Effect of movements in exchange rates	245	(644)
Ending balance	39,305	35,122
Information Technology | Amortization and Impairment Losses
Disclosure Of Reconciliation Of Changes In Intangible Assets And Goodwill [Line Items]
Beginning balance	19,297	18,240
Amortization for the year	3,839	3,675
Disposals		0
Sale of business		(836)
Extinguishments	(1,029)	(1,321)
Effect of movements in exchange rates	340	(461)
Ending balance	$ 22,447	$ 19,297

XML

Intangible Assets - Summary of Aggregate Carrying Amounts of Goodwill Allocated to Each Units (Details) - Operating Segment - USD ($) $ in Thousands		Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Intangible Assets [Line Items]
Goodwill allocated		$ 1,483,077	$ 1,281,333
Package and Courier
Disclosure Of Intangible Assets [Line Items]
Goodwill allocated		182,120	177,941
Canadian Less-Than-Truckload
Disclosure Of Intangible Assets [Line Items]
Goodwill allocated		140,402	128,449
U.S. Less-Than-Truckload
Disclosure Of Intangible Assets [Line Items]
Goodwill allocated		3,375
Canadian Truckload
Disclosure Of Intangible Assets [Line Items]
Goodwill allocated		109,593	87,604
Specialized Truckload
Disclosure Of Intangible Assets [Line Items]
Goodwill allocated	[1]	599,292	546,674
Logistics
Disclosure Of Intangible Assets [Line Items]
Goodwill allocated		$ 448,295	$ 340,665

[1] * On August 31,2022, TFI International sold CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses, operating primarily in the US-based Conventional TL operating segment. Subsequent to the sale, the remaining businesses operations in TFI International’s US-based Conventional TL operating segment, were transferred to the Specialized TL operating segment.

XML

Intangible Assets - Summary of Pre-tax Discount Rates (Details)		Dec. 31, 2023	Dec. 31, 2022
Package and Courier
Disclosure Of Intangible Assets [Line Items]
Pre-tax discount rate applied to cash flow projections		12.00%	11.50%
Canadian Less-Than-Truckload
Disclosure Of Intangible Assets [Line Items]
Pre-tax discount rate applied to cash flow projections		12.00%	11.50%
U.S. Less-Than-Truckload
Disclosure Of Intangible Assets [Line Items]
Pre-tax discount rate applied to cash flow projections		11.40%
Canadian Truckload
Disclosure Of Intangible Assets [Line Items]
Pre-tax discount rate applied to cash flow projections		14.40%	13.90%
Specialized Truckload
Disclosure Of Intangible Assets [Line Items]
Pre-tax discount rate applied to cash flow projections	[1]	13.20%	12.70%
Logistics
Disclosure Of Intangible Assets [Line Items]
Pre-tax discount rate applied to cash flow projections		11.40%	10.90%

[1] On August 31,2022, TFI International sold CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses, operating primarily in the US-based Conventional TL operating segment. Subsequent to the sale, the remaining businesses operations in TFI International’s US-based Conventional TL operating segment, were transferred to the Specialized TL operating segmen

XML

Intangible Assets - Additional Information (Details) - Discounted Cash Flow	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Intangible Assets [Line Items]
Debt leveraging interest rate	40.00%	40.00%
Market interest rate	10.50%	9.40%
Average growth rate	2.00%	2.00%
Terminal value growth rate	2.00%	2.00%

XML

Investments - Disclosure Of Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disclosure of Investments [Line Items]
Non-current investments other than investments accounted for using equity method	$ 50,209	$ 85,964
Level 1 Investment
Disclosure of Investments [Line Items]
Non-current investments other than investments accounted for using equity method	31,557	71,979
Level 2 Investment
Disclosure of Investments [Line Items]
Non-current investments other than investments accounted for using equity method	4,339	0
Level 3 Investment
Disclosure of Investments [Line Items]
Non-current investments other than investments accounted for using equity method	$ 14,313	$ 13,985

XML

Trade and Other Payables - Summary of Trade and Other Payables (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Trade and other payables [abstract]
Trade payables and accrued expenses	$ 450,638	$ 498,777
Personnel accrued expenses	187,522	179,702
Dividend payable	33,776	30,289
Trade and other payables	$ 671,936	$ 708,768

XML

Long-term Debt - Additional Information (Details) $ in Thousands, $ in Millions					12 Months Ended
	Oct. 13, 2023 USD ($)	Aug. 21, 2023 USD ($)	Sep. 02, 2022 USD ($)	Mar. 23, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 CAD ($)	Dec. 31, 2021 USD ($)
Disclosure Of Detailed Information About Borrowings [Line Items]
Borrowings					$ 1,884,182	$ 1,315,757		$ 1,608,094
Proceeds from borrowings, classified as financing activities					575,000	334,164
Rolling stock carrying value					89,600	$ 126,400
Unsecured Revolving Credit Facility
Disclosure Of Detailed Information About Borrowings [Line Items]
Borrowings withdrawn amount					24,000
Deferred financing fees			$ 800
Additional credit availability					$ 190,000
Unsecured Revolving Credit Facility | Bottom of Range | SOFR [Member]
Disclosure Of Detailed Information About Borrowings [Line Items]
Credit facility, basis points			1.13%
Unsecured Revolving Credit Facility | Top of Range | SOFR [Member]
Disclosure Of Detailed Information About Borrowings [Line Items]
Credit facility, basis points			1.75%
Unsecured Revolving Credit Facility | Canada, Dollars
Disclosure Of Detailed Information About Borrowings [Line Items]
Additional credit availability							$ 245
Debt instrument interest rate					6.58%	4.49%	6.58%
Unsecured Revolving Credit Facility | United States of America, Dollars
Disclosure Of Detailed Information About Borrowings [Line Items]
Additional credit availability					$ 5,000
Debt instrument interest rate					6.60%	4.30%	6.60%
New Unsecured Revolving Credit Facility
Disclosure Of Detailed Information About Borrowings [Line Items]
Term loan credit facility					$ 951,400	$ 929,600
Unsecured Debenture
Disclosure Of Detailed Information About Borrowings [Line Items]
Debt instrument effective rate					3.32%	3.32%
Unsecured Debenture | Bottom of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Debt instrument interest rate					3.32%	3.32%	3.32%
Unsecured Debenture | Top of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Debt instrument interest rate					4.22%	4.22%	4.22%
Unsecured Debenture | Canada, Dollars
Disclosure Of Detailed Information About Borrowings [Line Items]
Borrowings					$ 151,023	$ 147,233
Year of maturity					2024
Unsecured Debenture | Canada, Dollars | Bottom of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Debt instrument interest rate					3.32%		3.32%
Unsecured Debenture | Canada, Dollars | Top of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Debt instrument interest rate					4.22%		4.22%
Unsecured Senior Notes
Disclosure Of Detailed Information About Borrowings [Line Items]
Deferred financing fees	$ 1,200	$ 100		$ 300
Proceeds from borrowings, classified as financing activities	$ 500,000	75,000		200,000
Percentage of principal amount					100.00%		100.00%
Unsecured Senior Notes | Tranche One [Member]
Disclosure Of Detailed Information About Borrowings [Line Items]
Proceeds from borrowings, classified as financing activities		$ 50,000		$ 100,000
Year of maturity		August 19, 2035		March 23, 2032
Unsecured Senior Notes | Tranche Two [Member]
Disclosure Of Detailed Information About Borrowings [Line Items]
Proceeds from borrowings, classified as financing activities		$ 25,000		$ 100,000
Year of maturity		August 19, 2038		March 23, 2037
Unsecured Senior Notes | Tranche Three [Member] | Amendment and restatement of the debt agreement [Member]
Disclosure Of Detailed Information About Borrowings [Line Items]
Deferred financing fees				$ 100
Proceeds from borrowings, classified as financing activities				$ 100,000
Debt instrument interest rate				3.55%
Year of maturity				April 2, 2034
Unsecured Senior Notes | Bottom of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Borrowings maturity terms	5 years
Debt instrument interest rate	6.27%	5.56%		3.50%
Unsecured Senior Notes | Top of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Borrowings maturity terms	20 years
Debt instrument interest rate	7.11%	5.64%		3.80%
Unsecured Senior Notes | United States of America, Dollars
Disclosure Of Detailed Information About Borrowings [Line Items]
Borrowings					$ 254,376	$ 179,013
Unsecured Senior Notes | United States of America, Dollars | Bottom of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Debt instrument interest rate					2.89%		2.89%
Year of maturity					2026
Unsecured Senior Notes | United States of America, Dollars | Top of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Debt instrument interest rate					5.64%		5.64%
Year of maturity					2038

XML

Long-term Debt - Summary of Contractual Terms of Groups Interest-bearing Long-term Debt Measured at Amortized Cost (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Non-current liabilities
Unsecured revolving facilities	$ 22,166	$ 0
Unsecured debenture	0	147,233
Unsecured senior notes	1,652,049	1,075,702
Conditional sales contracts	31,278	55,735
Other long-term debt	4,338	0
Non-current portion of non-current borrowings	1,709,831	1,278,670
Current liabilities
Current portion of unsecured debenture	151,023	0
Current portion of other long-term debt	354	0
Current portion of conditional sales contracts	22,974	37,087
Current borrowings and current portion of non-current borrowings	$ 174,351	$ 37,087

XML

Long-term Debt - Summary of Terms and Conditions of Outstanding Long-term Debt (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Oct. 13, 2023	Aug. 21, 2023	Dec. 31, 2022	Mar. 23, 2022	Dec. 31, 2021
Disclosure Of Detailed Information About Borrowings [Line Items]
Carrying amount	$ 1,884,182			$ 1,315,757		$ 1,608,094
Unsecured Debenture | Bottom of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	3.32%			3.32%
Unsecured Debenture | Top of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	4.22%			4.22%
Unsecured Senior Notes | Bottom of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate		6.27%	5.56%		3.50%
Unsecured Senior Notes | Top of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate		7.11%	5.64%		3.80%
Canada, Dollars | Unsecured Revolving Facility | BA
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	1.125%
Year of maturity	2026
Face value	$ 30,400			$ 0
Carrying amount	$ 21,239			0
Canada, Dollars | Unsecured Debenture
Disclosure Of Detailed Information About Borrowings [Line Items]
Year of maturity	2024
Face value	$ 200,000			200,000
Carrying amount	$ 151,023			147,233
Canada, Dollars | Unsecured Debenture | Bottom of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	3.32%
Canada, Dollars | Unsecured Debenture | Top of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	4.22%
Canada, Dollars | Conditional Sales Contracts
Disclosure Of Detailed Information About Borrowings [Line Items]
Face value	$ 71,847			125,810
Carrying amount	$ 54,252			92,822
Canada, Dollars | Conditional Sales Contracts | Bottom of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	1.45%
Year of maturity	2024
Canada, Dollars | Conditional Sales Contracts | Top of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	5.28%
Year of maturity	2027
United States of America, Dollars | Unsecured Revolving Facility | SOFR
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	1.125%
Year of maturity	2026
Face value	$ 1,000			0
Carrying amount	927			0
United States of America, Dollars | Unsecured Senior Notes
Disclosure Of Detailed Information About Borrowings [Line Items]
Face value	255,000			180,000
Carrying amount	$ 254,376			179,013
United States of America, Dollars | Unsecured Senior Notes | Bottom of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	2.89%
Year of maturity	2026
United States of America, Dollars | Unsecured Senior Notes | Top of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	5.64%
Year of maturity	2038
United States of America, Dollars | Unsecured Senior Notes
Disclosure Of Detailed Information About Borrowings [Line Items]
Face value	$ 500,000			500,000
Carrying amount	$ 499,100			497,258
United States of America, Dollars | Unsecured Senior Notes | Bottom of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	3.15%
Year of maturity	2029
United States of America, Dollars | Unsecured Senior Notes | Top of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	3.50%
Year of maturity	2036
United States of America, Dollars | Unsecured Senior Notes
Disclosure Of Detailed Information About Borrowings [Line Items]
Face value	$ 200,000			200,000
Carrying amount	$ 199,665			199,644
United States of America, Dollars | Unsecured Senior Notes | Bottom of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	2.87%
Year of maturity	2029
United States of America, Dollars | Unsecured Senior Notes | Top of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	3.55%
Year of maturity	2034
United States of America, Dollars | Unsecured Senior Notes
Disclosure Of Detailed Information About Borrowings [Line Items]
Face value	$ 200,000			200,000
Carrying amount	$ 199,808			199,787
United States of America, Dollars | Unsecured Senior Notes | Bottom of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	3.50%
Year of maturity	2032
United States of America, Dollars | Unsecured Senior Notes | Top of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	3.80%
Year of maturity	2037
United States of America, Dollars | Unsecured Senior Notes
Disclosure Of Detailed Information About Borrowings [Line Items]
Face value	$ 500,000			0
Carrying amount	$ 499,100			0
United States of America, Dollars | Unsecured Senior Notes | Bottom of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	6.27%
Year of maturity	2028
United States of America, Dollars | Unsecured Senior Notes | Top of Range
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	7.11%
Year of maturity	2043
United States of America, Dollars | Other Long-term Debt
Disclosure Of Detailed Information About Borrowings [Line Items]
Nominal interest rate	3.04%
Year of maturity	2027
Face value	$ 4,692			0
Carrying amount	$ 4,692			$ 0

XML

Long-term Debt - Summary of Changes to Long-term Debt (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure of detailed information about borrowings [abstract]
Balance at beginning of year	$ 1,315,757	$ 1,608,094
Proceeds from long-term debt	575,000	334,164
Business combinations	4,808	0
Repayment of long-term debt	(41,371)	(369,692)
Net increase (decrease) in revolving facilities	25,242	(236,502)
Amortization of deferred financing fees	1,337	1,296
Effect of movements in exchange rates	41,322	(97,744)
Effect of movements in exchange rates - OCI hedge	(37,913)	76,141
Balance at end of year	$ 1,884,182	$ 1,315,757

XML

Long-term Debt - Summary of Principal Installments of Other Long-Term Debt Payable during the Subsequent Years (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	$ 1,888,874
Less than 1 Year
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	174,351
1 to 5 Years
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	209,523
More than 5 Years
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	1,505,000
Unsecured Revolving Facility
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	23,906
Unsecured Revolving Facility | Less than 1 Year
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	0
Unsecured Revolving Facility | 1 to 5 Years
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	23,906
Unsecured Revolving Facility | More than 5 Years
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	0
Unsecured Debenture
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	151,023
Unsecured Debenture | Less than 1 Year
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	151,023
Unsecured Debenture | 1 to 5 Years
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	0
Unsecured Debenture | More than 5 Years
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	0
Unsecured Senior Notes
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	1,655,000
Unsecured Senior Notes | Less than 1 Year
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	0
Unsecured Senior Notes | 1 to 5 Years
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	150,000
Unsecured Senior Notes | More than 5 Years
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	1,505,000
Conditional Sales Contracts
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	54,253
Conditional Sales Contracts | Less than 1 Year
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	22,974
Conditional Sales Contracts | 1 to 5 Years
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	31,279
Conditional Sales Contracts | More than 5 Years
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	0
Other Long-term Debt
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	4,692
Other Long-term Debt | Less than 1 Year
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	354
Other Long-term Debt | 1 to 5 Years
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	4,338
Other Long-term Debt | More than 5 Years
Disclosure Of Detailed Information About Borrowings [Line Items]
Principal installments of other long-term debt payable	$ 0

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Lease Liabilities - Summary of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Lease liabilities [abstract]
Current portion of lease liabilities	$ 127,397	$ 115,934
Long-term portion of lease liabilities	332,761	297,105
Lease liabilities	$ 460,158	$ 413,039	$ 429,206

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Lease Liabilities - Summary of Changes to Lease Liabilities (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Lease liabilities [abstract]
Balance at beginning of year		$ 413,039	$ 429,206
Business combinations		30,994	28,269
Sale of business			(3,129)
Additions		155,218	117,221
Derecognition	[1]	(18,635)	(16,285)
Repayment		(128,107)	(123,606)
Effect of movements in exchange rates		7,649	(18,637)
Balance at end of year		$ 460,158	$ 413,039

[1] Derecognized lease liabilities include negotiated asset purchases and extinguishments resulting from accidents.

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Lease Liabilities - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lease liabilities [abstract]
Incremental borrowing rate	5.44%	4.01%
Lease liabilities include future lease payments	$ 7.9	$ 9.9
Increase in lease liabilities	375.0	377.7
Expense related to variable lease payments	21.9	20.6
Sub leasing right-of-use assets	15.7	15.2
Operating lease expenses	$ 36.8	$ 45.6

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Lease Liabilities - Summary of Contractual Cash Flow Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Disclosure Of Maturity Analysis Of Operating Lease Payments [Line Items]
Total contractual cash flow maturities	$ 519,547
Less than 1 Year
Disclosure Of Maturity Analysis Of Operating Lease Payments [Line Items]
Total contractual cash flow maturities	145,542
Between 1 and 5 Years
Disclosure Of Maturity Analysis Of Operating Lease Payments [Line Items]
Total contractual cash flow maturities	295,989
More than 5 Years
Disclosure Of Maturity Analysis Of Operating Lease Payments [Line Items]
Total contractual cash flow maturities	$ 78,016

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Employee Benefits - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) Participants Employee	Dec. 31, 2022 Employee Participants
Disclosure Of Defined Benefit Plans [Line Items]
Number of employees sponsored under defined benefit pension plans | Employee	1	99
Estimate of contributions expected to be paid to plan for next annual reporting period	$ 20.0
Contributions to multi-employer plans expensed amount	$ 3.5
TForce Freight pension plans
Disclosure Of Defined Benefit Plans [Line Items]
Weighted-average duration of defined benefit obligation	17 years 7 months 6 days
Number of employees active participation under defined benefit pension plan | Participants	6,895	8,787
TFI International pension plans
Disclosure Of Defined Benefit Plans [Line Items]
Weighted-average duration of defined benefit obligation	9 years 6 months

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Employee Benefits - Summary of Information about Group's Defined Benefit Pension Plans (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of defined benefit plans [line items]
Defined benefit obligation	$ 226,372	$ 164,299	$ 160,780	$ 35,529	$ 31,449
Fair value of plan assets	(173,141)	(168,658)	(93,903)	(21,147)	(18,108)
Net defined benefit liability (asset)	53,231	(4,359)	$ 66,877	$ 14,382	$ 13,341
TFI International pension plans
Disclosure of defined benefit plans [line items]
Defined benefit obligation	13,999	20,189
Fair value of plan assets	(200)	(10,214)
Net defined benefit liability (asset)	(13,799)	9,975
TForce Freight pension plans
Disclosure of defined benefit plans [line items]
Defined benefit obligation	212,373	144,110
Fair value of plan assets	(172,941)	(158,444)
Net defined benefit liability (asset)	$ 39,432	$ (14,334)

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Employee Benefits - Summary of Plan Assets (Details)	Dec. 31, 2023	Dec. 31, 2022
TFI International pension plans
Disclosure of defined benefit plans [line items]
Equity securities	14.00%	7.00%
Debt securities	0.00%	91.00%
Other	86.00%	2.00%
TForce Freight pension plans
Disclosure of defined benefit plans [line items]
Equity securities	95.00%	95.00%
Debt securities	5.00%	5.00%

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Employee Benefits - Summary of Movement in Present Value of Accrued Benefit Obligation for Defined Plans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure of defined benefit plans [line items]
Defined benefit obligation, beginning of year	$ 164,299	$ 160,780
Current service cost	58,537	116,506
Interest cost	8,129	4,252
Benefits paid	(13,971)	(2,268)
Remeasurement (gain) loss arising from:
- Demographic	1,017	(12,200)
- Financial assumptions	7,869	(88,587)
- Experience	89	(11,952)
Settlement	57	82
Effect of movements in exchange rates	346	(2,314)
Defined benefit obligation, end of year	226,372	164,299
TFI International pension plans [Member]
Disclosure of defined benefit plans [line items]
Defined benefit obligation, beginning of year	20,189	27,127
Current service cost	382	539
Interest cost	787	730
Benefits paid	(10,139)	(985)
Remeasurement (gain) loss arising from:
- Demographic	0	0
- Financial assumptions	566	(4,880)
- Experience	1,849	(489)
Settlement	28	0
Effect of movements in exchange rates	337	(1,853)
Defined benefit obligation, end of year	13,999	20,189
TForce Freight pension plans [Member]
Disclosure of defined benefit plans [line items]
Defined benefit obligation, beginning of year	144,110	133,653
Current service cost	58,155	115,967
Interest cost	7,342	3,522
Benefits paid	(3,832)	(1,283)
Remeasurement (gain) loss arising from:
- Demographic	1,017	(12,200)
- Financial assumptions	7,303	(83,707)
- Experience	(1,760)	(11,463)
Settlement	29	82
Effect of movements in exchange rates	9	(461)
Defined benefit obligation, end of year	$ 212,373	$ 144,110

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Employee Benefits - Summary of Movement in Fair Value of Plan Assets for Defined Benefit Plans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Defined Benefit Plans [Line Items]
Fair value of plan assets, beginning of year	$ 168,658	$ 93,903
Interest income	8,129	4,252
Plan administration expenses	1,667	1,794
Settlement	57	82
Effect of movements in exchange rates	346	(2,314)
Fair value of plan assets, end of year	173,141	168,658
TFI International pension plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Interest income	787	730
Plan administration expenses	44	59
Settlement	28	0
Effect of movements in exchange rates	337	(1,853)
TForce Freight pension plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Interest income	7,342	3,522
Plan administration expenses	1,623	1,735
Settlement	29	82
Effect of movements in exchange rates	9	(461)
Plan Assets
Disclosure Of Defined Benefit Plans [Line Items]
Fair value of plan assets, beginning of year	168,658	93,903
Interest income	8,374	4,094
Employer contributions	37	103,556
Benefits paid	(13,971)	(2,268)
Fair value remeasurement	11,651	(27,473)
Plan administration expenses	(1,667)	(1,794)
Effect of movements in exchange rates	59	(1,360)
Fair value of plan assets, end of year	173,141	168,658
Plan Assets | TFI International pension plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Fair value of plan assets, beginning of year	10,214	13,437
Interest income	250	348
Employer contributions	37	457
Benefits paid	(10,139)	(985)
Fair value remeasurement	(165)	(2,066)
Plan administration expenses	(44)	(59)
Effect of movements in exchange rates	47	(918)
Fair value of plan assets, end of year	200	10,214
Plan Assets | TForce Freight pension plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Fair value of plan assets, beginning of year	158,444	80,466
Interest income	8,124	3,746
Employer contributions	0	103,099
Benefits paid	(3,832)	(1,283)
Fair value remeasurement	11,816	(25,407)
Plan administration expenses	(1,623)	(1,735)
Effect of movements in exchange rates	12	(442)
Fair value of plan assets, end of year	$ 172,941	$ 158,444

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Employee Benefits - Summary of Expense Recognized in Income or Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure of defined benefit plans [line items]
Current service cost	$ 58,537	$ 116,506
Net interest cost	(245)	158
Plan administration expenses	1,667	1,794
Net settlement	57	82
Pension expense	60,016	118,540
Actual return on plan assets	20,025	(23,379)
TFI International pension plans [Member]
Disclosure of defined benefit plans [line items]
Current service cost	382	539
Net interest cost	537	382
Plan administration expenses	44	59
Net settlement	28	0
Pension expense	991	980
Actual return on plan assets	85	(1,718)
TForce Freight pension plans [Member]
Disclosure of defined benefit plans [line items]
Current service cost	58,155	115,967
Net interest cost	(782)	(224)
Plan administration expenses	1,623	1,735
Net settlement	29	82
Pension expense	59,025	117,560
Actual return on plan assets	$ 19,940	$ (21,661)

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Employee Benefits - Summary of Actuarial Losses Recognized in Other Comprehensive Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure of defined benefit plans [line items]
Recognized during the year	$ (2,676)	$ (85,184)
Recognized during the year, net of tax	(2,016)	(63,508)
Accumulated unrealized loss on employee benefit plans
Disclosure of defined benefit plans [line items]
Amount accumulated in retained earnings, beginning of year	(66,367)	18,817
Amount accumulated in retained earnings, end of year	(69,043)	(66,367)
TFI International pension plans [Member]
Disclosure of defined benefit plans [line items]
Amount accumulated in retained earnings, beginning of year	8,871	12,174
Recognized during the year	2,580	(3,303)
Amount accumulated in retained earnings, end of year	11,451	8,871
Recognized during the year, net of tax	1,902	2,435
TForce Freight pension plans [Member]
Disclosure of defined benefit plans [line items]
Amount accumulated in retained earnings, beginning of year	(75,238)	6,643
Recognized during the year	(5,256)	(81,881)
Amount accumulated in retained earnings, end of year	(80,494)	(75,238)
Recognized during the year, net of tax	$ (3,918)	$ (61,073)

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Employee Benefits - Summary of Significant Actuarial Assumptions Used (Expressed as Weighted Average) (Details)	Dec. 31, 2023	Dec. 31, 2022
Accrued Benefit Obligation | TFI International pension plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Discount rate	4.80%	5.00%
Future salary increases	3.00%	1.60%
Accrued Benefit Obligation | TForce Freight pension plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Discount rate	5.00%	5.20%
Future salary increases	2.00%	2.00%
Employee Benefit Expense | TFI International pension plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Discount rate	5.00%	2.40%
Rate of return on plan assets at January 1	5.00%	2.40%
Future salary increases	3.00%	3.00%
Employee Benefit Expense | TForce Freight pension plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Discount rate	5.00%	5.20%
Rate of return on plan assets at January 1	5.00%	5.20%
Future salary increases	2.00%	2.00%

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Employee Benefits - Summary of Current Longevities Underlying Value of Liabilities in Defined Benefit Plans (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Longevity at Age 65 for Current Pensioners | Males | TFI International Pension Plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Current longevity	22 years 3 months 18 days	22 years 8 months 12 days
Longevity at Age 65 for Current Pensioners | Males | TForce Freight pension plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Current longevity	19 years 1 month 6 days	19 years
Longevity at Age 65 for Current Pensioners | Females | TFI International Pension Plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Current longevity	25 years	24 years 10 months 24 days
Longevity at Age 65 for Current Pensioners | Females | TForce Freight pension plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Current longevity	22 years	21 years 4 months 24 days
Longevity at Age 65 for Current Members Aged 45 | Males | TFI International Pension Plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Current longevity	23 years 9 months 18 days	23 years 7 months 6 days
Longevity at Age 65 for Current Members Aged 45 | Males | TForce Freight pension plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Current longevity	20 years 7 months 6 days	20 years 7 months 6 days
Longevity at Age 65 for Current Members Aged 45 | Females | TFI International Pension Plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Current longevity	26 years 3 months 18 days	25 years 9 months 18 days
Longevity at Age 65 for Current Members Aged 45 | Females | TForce Freight pension plans [Member]
Disclosure Of Defined Benefit Plans [Line Items]
Current longevity	23 years 4 months 24 days	22 years 10 months 24 days

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Employee Benefits - Summary of Impact of Changes of Major Assumptions on Defined Benefit Obligation (Details) - Discount Rate (1% Movement) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Sensitivity Analysis For Actuarial Assumptions [Line Items]
Increase	$ (34,520)	$ (25,536)
Decrease	$ 44,102	$ 32,517

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Employee Benefits - Summary of Historical Information of Plans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Surplus (deficit) in plan [abstract]
Defined benefit obligation	$ 226,372	$ 164,299	$ 160,780	$ 35,529	$ 31,449
Fair value of plan assets	(173,141)	(168,658)	(93,903)	(21,147)	(18,108)
Net defined benefit liability (asset)	53,231	(4,359)	66,877	14,382	13,341
Experience adjustments arising on plan obligations	8,975	(112,739)	5,823	3,220	2,116
Experience adjustments arising on plan assets	$ 11,651	$ (27,473)	$ 310	$ 1,129	$ 467

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Provisions - Summary of Provisions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Provisions [Line Items]
Beginning balance	$ 175,639	$ 147,157
Additions through business combinations	19,919	280
Provisions made during the year	172,213	141,811
Provisions used during the year	(181,726)	(93,510)
Provisions reversed during the year	(23,785)	(13,542)
Unwind of discount on long-term provisions	(2,666)	(4,153)
Sale of business		(1,465)
Effect of movements in exchange rates	306	(939)
Ending balance	159,900	175,639
Current provisions	66,565	43,903
Non-current provisions	93,335	131,736
Self Insurance
Provisions [Line Items]
Beginning balance	96,251	69,467
Additions through business combinations	16,364	0
Provisions made during the year	159,276	126,439
Provisions used during the year	(129,089)	(80,040)
Provisions reversed during the year	(16,705)	(13,236)
Unwind of discount on long-term provisions	(2,666)	(4,153)
Sale of business		(1,465)
Effect of movements in exchange rates	214	(761)
Ending balance	123,645	96,251
Current provisions	46,940	33,918
Non-current provisions	76,705	62,333
Other
Provisions [Line Items]
Beginning balance	79,388	77,690
Additions through business combinations	3,555	280
Provisions made during the year	12,937	15,372
Provisions used during the year	(52,637)	(13,470)
Provisions reversed during the year	(7,080)	(306)
Unwind of discount on long-term provisions	0	0
Sale of business		0
Effect of movements in exchange rates	92	(178)
Ending balance	36,255	79,388
Current provisions	19,625	9,985
Non-current provisions	$ 16,630	$ 69,403

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Provisions - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure of other provisions [line items]
Discount rate of provision	3.84%	3.99%
Other provisions	$ 159,900	$ 175,639	$ 147,157
Litigation provision [Member]
Disclosure of other provisions [line items]
Other provisions	16,600	42,300
Environmental remediation liabilities [Member]
Disclosure of other provisions [line items]
Other provisions	$ 9,700	$ 23,400

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Deferred Tax Assets and Liabilities - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Net deferred tax liabilities	$ (412,627)	$ (341,139)
Deferred tax assets	20,615	27,047
Deferred tax liabilities	(433,242)	(368,186)
Property and Equipment
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Deferred tax assets and liabilities	(382,208)	(360,111)	$ (432,334)
Intangible Assets
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Deferred tax assets and liabilities	(127,547)	(72,032)	(78,888)
Right-of-use assets
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Deferred tax assets and liabilities	8,600	7,497
Employee Benefits
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Deferred tax assets and liabilities	26,510	23,111	43,821
Provisions
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Deferred tax assets and liabilities	51,458	53,818	57,961
Tax Losses
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Deferred tax assets and liabilities	10,054	5,686	$ 10,272
Other
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Deferred tax assets and liabilities	$ 506	$ 892

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Deferred Tax Assets and Liabilities - Summary of Movement in Temporary Differences (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Beginning Balance	$ (360,111)	$ (432,334)
Deferred tax expense recognized in income or loss	8,637	1,397
Deferred tax recognized in directly in equity	(3,233)	7,194
Disposal of business		67,442
Acquired in business combinations	(27,501)	(3,810)
Ending Balance	(382,208)	(360,111)
Intangible Assets
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Beginning Balance	(72,032)	(78,888)
Deferred tax expense recognized in income or loss	10,870	8,231
Deferred tax recognized in directly in equity	(798)	1,956
Disposal of business		8,490
Acquired in business combinations	(65,587)	(11,821)
Ending Balance	(127,547)	(72,032)
Long-Term Debt
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Beginning Balance	7,497	8,025
Deferred tax expense recognized in income or loss	660	(31)
Deferred tax recognized in directly in equity	443	(497)
Ending Balance	8,600	7,497
Employee Benefits
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Beginning Balance	23,111	43,821
Deferred tax expense recognized in income or loss	5,119	6,711
Deferred tax recognized in directly in equity	(1,720)	(27,421)
Ending Balance	26,510	23,111
Provisions
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Beginning Balance	53,818	57,961
Deferred tax expense recognized in income or loss	(5,399)	(4,466)
Deferred tax recognized in directly in equity	(2,303)	406
Disposal of business		(1,490)
Acquired in business combinations	5,342	1,407
Ending Balance	51,458	53,818
Tax Losses
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Beginning Balance	5,686	10,272
Deferred tax expense recognized in income or loss	2,953	(4,058)
Deferred tax recognized in directly in equity	1,411	(545)
Acquired in business combinations	4	17
Ending Balance	10,054	5,686
Other
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Beginning Balance	892	(2,917)
Deferred tax expense recognized in income or loss	(396)	696
Deferred tax recognized in directly in equity	10	2,755
Acquired in business combinations		358
Ending Balance	506	892
Net Deferred Tax Liabilities
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Beginning Balance	(341,139)	(394,060)
Deferred tax expense recognized in income or loss	22,444	8,480
Deferred tax recognized in directly in equity	(6,190)	(16,152)
Disposal of business		74,441
Acquired in business combinations	(87,742)	(13,848)
Ending Balance	$ (412,627)	$ (341,139)

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Share Capital and Other Components of Equity - Additional Information (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Feb. 15, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($) Vote $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Nov. 01, 2024 shares	Dec. 31, 2021 shares
Share Capital And Other Components Of Equity [Line Items]
Number of shares issued			86,539,559		92,152,893
Common Shares
Share Capital And Other Components Of Equity [Line Items]
Common stock voting rights (vote per share) | Vote		1
Number of shares issued		84,441,733	86,539,559		92,152,893
Excess of purchase price charged to retained earnings as share repurchase premium | $		$ 259.7	$ 499.4
Quarterly dividends declared per share | $ / shares		$ 1.45	$ 1.16
Dividend payables | $		$ 124.3	$ 102.6
Dividend payable date		Apr. 15, 2024
Dividend payable of record date		Mar. 29, 2024
Common Shares | Normal Course Issuer Bid
Share Capital And Other Components Of Equity [Line Items]
Number of shares repurchased and cancelled		785,140
Number of shares repurchased		2,609,900	6,368,322
Weighted average price per share repurchased common shares | $ / shares		$ 110.36	$ 89.19
Total purchase price of common shares | $		$ 288.0	$ 568.0
Common Shares | Events After Reporting Period
Share Capital And Other Components Of Equity [Line Items]
Quarterly dividends declared per share | $ / shares	$ 0.4
Dividend payables | $	$ 33.8
Common Shares | Events After Reporting Period | Normal Course Issuer Bid
Share Capital And Other Components Of Equity [Line Items]
Authorized to repurchase for cancellation of shares				7,161,046

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Share Capital and Other Components of Equity - Summary of Number of Common Shares Issued (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Classes Of Share Capital [Line Items]
Balance, beginning of year	86,539,559	92,152,893
Balance, end of period		86,539,559
Common Shares
Disclosure Of Classes Of Share Capital [Line Items]
Balance, beginning of year	86,539,559	92,152,893
Repurchase and cancellation of own shares	(2,609,900)	(6,368,322)
Stock options exercised	512,074	754,988
Balance, end of period	84,441,733	86,539,559

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Share Capital and Other Components of Equity - Summary of Share Capital Issued and Fully Paid (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of shares issued [abstract]
Balance, beginning of year	$ 1,089,229	$ 1,133,181
Repurchase and cancellation of own shares	(28,303)	(68,536)
Cash consideration of stock options exercised	12,777	16,502
Ascribed value credited to share capital on stock options exercised, net of tax	4,402	6,298
Issuance of shares on settlement of RSUs and PSUs, net of tax	29,185	1,784
Balance, end of year	$ 1,107,290	$ 1,089,229

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Earnings Per Share - Schedule of Basic Earnings Per Share and Weighted Average Number of Common Shares Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings per share [abstract]
Net income	$ 504,877	$ 823,232	$ 823,232
Balance, beginning of year	86,539,559	92,152,893
Effect of stock options exercised	340,802	314,112
Effect of repurchase of own shares	(972,615)	(3,107,423)
Weighted average number of common shares	85,907,746	89,359,582
Earnings per share – basic (in dollars)	$ 5.88	$ 9.21

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Earnings Per Share - Schedule of Diluted Earnings Per Share and Weighted Average Number of Common Shares Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings per share [abstract]
Net income	$ 504,877	$ 823,232	$ 823,232
Weighted average number of common shares	85,907,746	89,359,582
Dilutive effect of Stock options and restricted share units	1,147,023	1,898,097
Weighted average number of diluted common shares	87,054,769	91,257,679
Earnings per share - diluted (in dollars)	$ 5.8	$ 9.02

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Earnings Per Share - Additional Information (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings per share [abstract]
Stock options excluded from the calculation of diluted earnings per share	0	0

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Share Based Payment Arrangements - Additional Information (Details) $ / shares in Units, $ in Millions					1 Months Ended	12 Months Ended
	Apr. 26, 2023 Party $ / shares	Feb. 06, 2023 Decimal Party $ / shares	Apr. 28, 2022 Party $ / shares	Feb. 07, 2022 Party Decimal $ / shares	Aug. 31, 2022 USD ($) shares $ / shares	Dec. 31, 2023 USD ($) shares Party $ / shares	Dec. 31, 2022 USD ($) shares Party $ / shares	Dec. 31, 2024 USD ($)	Dec. 31, 2021 shares
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Weighted average share price at the date of exercise for stock options exercised | $ / shares						$ 123.72	$ 99.32
Number of other equity instruments exercised or vested in share-based payment arrangement					28,442
Key Management Personnel
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Number of options, Options outstanding						726,572	1,106,883
Stock Option Plan (Equity-settled)
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Maximum number of shares issuable upon exercise of options granted						5,979,201
Share-based compensation award, vesting period						3 years
Compensation expense | $						$ 0.2	$ 0.4
Number of share options granted | Party						0	0
Deferred Share Unit
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Share-based compensation award, vesting period						1 year
Mark-to-market gain (loss) in personnel expenses | $						$ 4.5	$ 1.3
Liabilities from share-based payment transactions | $						35.8		$ 2.9
Deferred Share Unit | Trade and Other Payables
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Liabilities from share-based payment transactions | $						2.9	31.0
Restricted Share Units
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Compensation expense | $						$ 6.0	$ 6.9
Number of equity instruments granted						63,000	74,000
Weighted average price per share repurchased common shares | $ / shares						$ 115.13	$ 83.28
Share repurchase premium | $						$ 18.3	$ 1.2
Number of outstanding instruments						192,000	272,000		272,000
Number of other equity instruments exercised or vested in share-based payment arrangement						145,000	49,000
Number of other equity instruments forfeited in share-based payment arrangement						2,000	13,000
Restricted Share Units | Sale of CFIs truckload, Temp Control and Mexican nonasset logistics businesses [Member]
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Weighted average price per share repurchased common shares | $ / shares					$ 104.28
Share repurchase premium | $					$ 0.8
Number of other equity instruments cancelled in share-based payment arrangement					22,876
Number of other equity instruments exercised or vested in share-based payment arrangement					14,630
Number of other equity instruments forfeited in share-based payment arrangement					8,246
Restricted Share Units | Equity Incentive Plan
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Number of equity instruments granted | Party	7,632	55,400	10,815	63,404
Fair value of RSU granted, per unit | $ / shares	$ 117.85	$ 115.51	$ 83.28	$ 98.27
Restricted Share Units | Key Management Personnel
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Number of outstanding instruments						116,368	171,790
Restricted Share Units | Key Management Personnel | Equity Incentive Plan
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Number of equity instruments granted	7,632	38,275	10,815	39,750
Performance Share Units
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Compensation expense | $						$ 7.3	$ 7.3
Number of equity instruments granted						55,000	63,000
Weighted average price per share repurchased common shares | $ / shares						$ 115.13	$ 104.53
Share repurchase premium | $						$ 36.6	$ 1.8
Number of outstanding instruments						184,000	261,000		226,000
Number of other equity instruments exercised or vested in share-based payment arrangement						267,000	6,000
Number of other equity instruments forfeited in share-based payment arrangement						3,000	19,000
Performance Share Units | Sale of CFIs truckload, Temp Control and Mexican nonasset logistics businesses [Member]
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Weighted average price per share repurchased common shares | $ / shares					$ 104.28
Share repurchase premium | $					$ 0.8
Number of other equity instruments cancelled in share-based payment arrangement					41,380
Number of other equity instruments forfeited in share-based payment arrangement					12,938
Performance Share Units | Performance condition [Member] | Sale of CFIs truckload, Temp Control and Mexican nonasset logistics businesses [Member]
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Number of other equity instruments cancelled in share-based payment arrangement					18,504
Performance Share Units | Equity Incentive Plan
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Number of equity instruments granted | Decimal		55,400		63,404
Fair value of RSU granted, per unit | $ / shares		$ 135.15		$ 100.43
Performance Share Units | Equity Incentive Plan | Monte Carlo simulation model [Member]
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Fair value of PSU granted per share | $ / shares		$ 135.15		$ 120.08
Performance Share Units | Key Management Personnel
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Number of outstanding instruments						116,368	171,790
Performance Share Units | Key Management Personnel | Equity Incentive Plan
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Number of equity instruments granted | Decimal		38,275		39,750
Director Compensation Plan
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Compensation expense | $						$ 1.1	$ 1.2

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Share Based Payment Arrangements - Summary of Changes in Outstanding Stock Options (Details) - Stock Options shares in Thousands	12 Months Ended
	Dec. 31, 2023 shares $ / shares	Dec. 31, 2022 shares $ / shares
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Number of options, beginning of year | shares	1,302	2,061
Number of options, Exercised | shares	(512)	(755)
Number of options, Forfeited | shares		(4)
Number of options, end of year | shares	790	1,302
Number of options, Options exercisable, end of year | shares	790	1,273
Weighted average exercise price, beginning of year | $ / shares	$ 27.89	$ 25.7
Weighted average exercise price, Exercised | $ / shares	25.92	21.84
Weighted average exercise price, Forfeited | $ / shares		40.41
Weighted average exercise price, end of year | $ / shares	29.17	27.89
Weighted average exercise price, Options exercisable, end of year | $ / shares	$ 29.17	$ 27.6

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Share Based Payment Arrangements - Summary of Information about Stock Options Outstanding and Exercisable (Details) - Stock Options - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure Of Range Of Exercise Prices Of Outstanding Share Options [Line Items]
Number of options, Options outstanding	790	1,302	2,061
Weighted average remaining contractual life (in years)	1 year 10 months 24 days
Number of options, Options exercisable	790	1,273
Exercise Price 26.82
Disclosure Of Range Of Exercise Prices Of Outstanding Share Options [Line Items]
Number of options, Options outstanding	13
Weighted average remaining contractual life (in years)	1 month 6 days
Exercise Price 23.70
Disclosure Of Range Of Exercise Prices Of Outstanding Share Options [Line Items]
Number of options, Options outstanding	233
Weighted average remaining contractual life (in years)	1 year 1 month 6 days
Exercise Price 30.71
Disclosure Of Range Of Exercise Prices Of Outstanding Share Options [Line Items]
Number of options, Options outstanding	496
Weighted average remaining contractual life (in years)	2 years 2 months 12 days
Exercise Price 40.41
Disclosure Of Range Of Exercise Prices Of Outstanding Share Options [Line Items]
Number of options, Options outstanding	48
Weighted average remaining contractual life (in years)	3 years 7 months 6 days

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Share Based Payment Arrangements - Schedule of Deferred Share Unit Plan for Board Members (Details) - Deferred Share Unit - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure of Deferred Share Unit Plan for Board Members [line items]
Balance, beginning of year	310,128	306,554
Paid	(313,312)	0
Forfeited	(170)	0
Dividends paid in units	3,354	3,574
Balance, end of year	0	310,128

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Share Based Payment Arrangements - Summary of Changes to Outstanding RSUs (Details)	1 Months Ended	12 Months Ended
	Aug. 31, 2022 shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Number of equity instruments, Settled	(28,442)
Restricted Share Units
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Number of equity instruments, Balance, beginning of year		272,000	272,000
Number of equity instruments, Granted		63,000	74,000
Number of equity instruments, Reinvested		4,000	3,000
Number of equity instruments, Settled		(145,000)	(49,000)
Number of equity instruments, Settled on sale of business		0	(15,000)
Number of equity instruments, Forfeited		(2,000)	(13,000)
Number of equity instruments, Balance, end of year		192,000	272,000
Weighted average grant date fair value, Balance, beginning of year | $		$ 58.33	$ 54.27
Weighted average grant date fair value, Granted | $		115.81	96.04
Weighted average grant date fair value, Reinvested | $		74.69	60.68
Weighted average grant date fair value, Settled | $		36.87	93.8
Weighted average grant date fair value, Settled on sale of business | $		0	44.19
Weighted average grant date fair value, Forfeited | $		69.92	71.13
Weighted average grant date fair value, Balance, end of year | $		$ 93.62	$ 58.33

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Share Based Payment Arrangements - Summary of Information about RSUs Outstanding and Exercisable (Details) - Restricted Share Units shares in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 shares	Dec. 31, 2021 shares
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Number of outstanding instruments	192	272	272
Weighted average remaining contractual life (in years)	1 year
70.59
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Grant date fair value | $	$ 70.59
Number of outstanding instruments	71
Weighted average remaining contractual life (in years)	1 month 6 days
117.85
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Grant date fair value | $	$ 117.85
Number of outstanding instruments	8
Weighted average remaining contractual life (in years)	3 months 18 days
98.27
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Grant date fair value | $	$ 98.27
Number of outstanding instruments	58
Weighted average remaining contractual life (in years)	1 year 1 month 6 days
115.51
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Grant date fair value | $	$ 115.51
Number of outstanding instruments	55
Weighted average remaining contractual life (in years)	2 years 1 month 6 days

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Share Based Payment Arrangements - Summary of Changes to Outstanding PSUs (Details)	1 Months Ended	12 Months Ended
	Aug. 31, 2022 shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Number of equity instruments, Settled	(28,442)
Performance Share Units
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Number of equity instruments, Balance, beginning of year		261,000	226,000
Number of equity instruments, Granted		55,000	63,000
Number of equity instruments, Reinvested		4,000	3,000
Number of equity instruments, Settled		(267,000)	(6,000)
Added due to performance conditions		134,000	22,000
Settled on sale of business		0	(28,000)
Number of equity instruments, Forfeited		(3,000)	(19,000)
Number of equity instruments, Balance, end of year		184,000	261,000
Weighted average grant date fair value, Balance, beginning of year | $		$ 62.87	$ 52.25
Weighted average grant date fair value, Granted | $		135.15	100.43
Weighted average grant date fair value, Reinvested | $		84.93	62.94
Weighted average grant date fair value, Settled | $		32.7	47.77
Added due to performance conditions | $		32.93	50.87
Settled on sale of business | $		0	46.85
Weighted average grant date fair value, Forfeited | $		109.61	75.59
Weighted average grant date fair value, Balance, end of year | $		$ 106.17	$ 62.87

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Share Based Payment Arrangements - Summary of Information about PSUs Outstanding and Exercisable (Details) - Performance Share Units shares in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 shares	Dec. 31, 2021 shares
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Number of outstanding instruments	184	261	226
Weighted average remaining contractual life (in years)	1 year
89.64
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Grant date fair value | $	$ 89.64
Number of outstanding instruments	71
Weighted average remaining contractual life (in years)	1 month 6 days
100.43
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Grant date fair value | $	$ 100.43
Number of outstanding instruments	58
Weighted average remaining contractual life (in years)	1 year 1 month 6 days
135.15
Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement [Line Items]
Grant date fair value | $	$ 135.15
Number of outstanding instruments	55
Weighted average remaining contractual life (in years)	2 years 1 month 6 days

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Materials and Services Expenses - Summary of Materials and Services Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Material income and expense [abstract]
Independent contractors	$ 2,805,924	$ 3,394,544
Vehicle operation expenses	999,922	1,197,647
Total materials and services expenses	$ 3,805,846	$ 4,592,191

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Personnel Expenses - Summary of Personnel Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Classes of employee benefits expense [abstract]
Short-term employee benefits	$ 2,007,954	$ 2,216,769
Contributions to defined contribution plans	8,399	9,570
Current and past service costs related to defined benefit plans	58,537	116,506
Termination benefits	16,743	6,688
Equity-settled share-based payment transactions	13,451	14,648
Cash-settled share-based payment transactions	4,538	(1,325)
Personnel expenses	$ 2,109,622	$ 2,362,856

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Finance Income and Finance Costs - Summary of Finance Income and Finance Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Finance Income And Finance Costs [Abstract]
Interest expense on long-term debt and amortization of deferred financing fees	$ 59,432	$ 52,230
Interest expense on lease liabilities	16,042	13,264
Interest income and accretion on promissory note	(8,121)	(1,750)
Net change in fair value and accretion expense of contingent considerations	165	216
Net foreign exchange (gain) loss	(491)	556
Other financial expenses	13,844	15,881
Net finance costs	80,871	80,397
Finance income	(8,612)	(1,750)
Finance costs	$ 89,483	$ 82,147

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Income Tax Expense - Summary of Income Tax Recognized in Income or Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Major components of tax expense (income) [abstract]
Current period	$ 192,388	$ 263,877
Adjustment for prior periods	1,943	(12,988)
Total	194,331	250,889
Origination and reversal of temporary differences	(20,102)	(19,834)
Variation in tax rate	1,551	(242)
Adjustment for prior periods	(3,893)	11,596
Total	(22,444)	(8,480)
Income tax expense	$ 171,887	$ 242,409

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Income Tax Expense - Summary of Income Tax Recognized in Other Comprehensive Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income tax relating to components of other comprehensive income [abstract]
Foreign currency translation differences, Before tax	$ (881)	$ (10,148)
Defined benefit plan remeasurement gains (losses), Before tax	2,676	85,184
Employee benefit, Before tax		304
Gain (Loss) on net investment hedge, Before tax	37,913	(76,141)
Change in fair value of investment in equity securities, Before tax	8,383	(6,573)
Income tax recognized in other comprehensive income, before tax	48,091	(7,374)
Defined benefit plan remeasurement gains (losses), Tax (expenses) benefit	660	21,676
Employee benefit, Tax (expenses) benefit		12
Loss on net investment hedge, Tax (Benefit) expenses	(1,792)	(4,095)
Change in fair value of investment in equity securities, Tax (benefit) expenses	1,102	(1,078)
Income tax recognized in other comprehensive income, Tax (expense) benefit	(30)	16,515
Foreign currency translation differences net of tax	(881)	(10,148)
Defined benefit plan remeasurement gains (losses) net of tax	2,016	63,508
Employee benefit net of tax		292
Loss on net investment hedge net of tax	39,705	(72,046)
Change in fair value of investment in equity securities net of tax	7,281	(5,495)
Other comprehensive income (loss), net of tax	$ 48,121	$ (23,889)

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Income Tax Expense - Summary of Reconciliation of Effective Tax Rate (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
In Dollars
Income before income tax		$ 676,764	$ 1,065,641
Income tax using the Company's statutory tax rate		179,342	282,395
Rate differential between jurisdictions		548	(2,206)
Variation in tax rate		1,551	(242)
Non deductible expenses		2,005	3,105
Tax deductions and tax exempt income	[1]	(14,909)	(40,172)
Adjustment for prior years		(1,950)	(1,392)
Multi-jurisdiction tax		5,300	921
Income tax expense		$ 171,887	$ 242,409
In Percent
Income tax using the Company's statutory tax rate		26.50%	26.50%
Rate differential between jurisdictions		0.10%	(0.20%)
Variation in tax rate		0.20%	0.00%
Non deductible expenses		0.30%	0.30%
Tax deductions and tax exempt income	[1]	(2.20%)	(3.80%)
Adjustment for prior years		(0.30%)	(0.10%)
Multi-jurisdiction tax		0.80%	0.10%
Average effective tax rate		25.40%	22.70%

[1] Tax deductions and tax exempt income for 2022 is mainly due to the gain on sale of business recorded on the sale of CFI’s Truckload, Temp Control and Mexican non-asset logistics businesses resulting in no taxes.

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Financial Instruments and Financial Risk Management - Additional Information (Details) $ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 CAD ($)	Dec. 31, 2022 CAD ($)
Disclosure Of Financial Instruments [Line Items]
Customer information	No single customer accounts for more than 5% of the Group’s revenue
Group's revenue	5.00%
Percentage of trade receivables that are not past due or 30 days or less past due	89.90%	85.30%
Trade receivables description	Approximately 89.9% (2022 – 85.3%) of the Group’s trade receivables are not past due or 30 days or less past due
Liquidity Risk
Disclosure Of Financial Instruments [Line Items]
Amounts available under revolving credit facility	$ 915.3	$ 911.8
Additional amounts available under revolving credit facility	190.0	185.8
Currency Risk
Disclosure Of Financial Instruments [Line Items]
Estimated annual net US$ denominated cash flow from operating activities	470.0	720.0
Canada, Dollars | Liquidity Risk
Disclosure Of Financial Instruments [Line Items]
Additional amounts available under revolving credit facility			$ 245	$ 245
United States of America, Dollars | Liquidity Risk
Disclosure Of Financial Instruments [Line Items]
Additional amounts available under revolving credit facility	$ 5.0	$ 5.0
Top of Range
Disclosure Of Financial Instruments [Line Items]
Bad debt expense to consolidated revenue	0.30%

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Financial Instruments and Financial Risk Management - Summary of Maximum Exposure to Credit Risk (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Trade and Other Receivables
Disclosure Of Financial Instruments [Line Items]
Maximum exposure to credit risk	$ 894,771	$ 1,030,726

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Financial Instruments and Financial Risk Management - Summary of Aging of Trade and Other Receivables (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Trade And Other Current Receivables [Line Items]
Trade and other receivables	$ 924,277	$ 1,059,764
Trade and Other Receivables
Trade And Other Current Receivables [Line Items]
Allowance for expected credit loss	29,506	29,038	$ 27,317
Not Past Due
Trade And Other Current Receivables [Line Items]
Trade and other receivables	619,888	696,357
Not Past Due | Trade and Other Receivables
Trade And Other Current Receivables [Line Items]
Allowance for expected credit loss	1,817	1,124
Past Due 1 – 30 Days
Trade And Other Current Receivables [Line Items]
Trade and other receivables	159,928	184,907
Past Due 1 – 30 Days | Trade and Other Receivables
Trade And Other Current Receivables [Line Items]
Allowance for expected credit loss	2,909	2,904
Past Due 31 – 60 Days
Trade And Other Current Receivables [Line Items]
Trade and other receivables	47,529	83,676
Past Due 31 – 60 Days | Trade and Other Receivables
Trade And Other Current Receivables [Line Items]
Allowance for expected credit loss	8,727	8,712
Past Due More Than 60 Days
Trade And Other Current Receivables [Line Items]
Trade and other receivables	96,932	94,824
Past Due More Than 60 Days | Trade and Other Receivables
Trade And Other Current Receivables [Line Items]
Allowance for expected credit loss	$ 16,053	$ 16,298

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Financial Instruments and Financial Risk Management - Summary of Movement in Allowance for Expected Credit Loss in Respect of Trade and Other Receivables (Details) - Trade and Other Receivables - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Trade And Other Current Receivables [Line Items]
Balance, beginning of year	$ 29,038	$ 27,317
Business combinations	2,100	127
Sale of business	0	(1,914)
Bad debt expenses	30,992	19,644
Amount written off and recoveries	(33,302)	(14,129)
Effect of movements in exchange rates	678	(2,007)
Balance, end of year	$ 29,506	$ 29,038

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Financial Instruments and Financial Risk Management - Summary of Contractual Maturities of Financial Liabilities Including Estimated Interest Payment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	$ 2,583,237	$ 2,044,182
Liquidity Risk
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	2,569,782	2,033,300
Contractual cash flows	3,329,982	2,376,628
Liquidity Risk | Trade and Other Payables
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	671,936	708,768
Trade and other payables	671,936	708,768
Liquidity Risk | Long-term Debt
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	1,884,274	1,315,757
Long-term debt	2,644,474	1,659,085
Liquidity Risk | Other Financial Liability
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	13,572	8,775
Other financial liability	13,572	8,775
Liquidity Risk | Less than 1 Year
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	942,083	798,459
Liquidity Risk | Less than 1 Year | Trade and Other Payables
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	671,936	708,768
Liquidity Risk | Less than 1 Year | Long-term Debt
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	257,414	80,916
Liquidity Risk | Less than 1 Year | Other Financial Liability
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	12,732	8,775
Liquidity Risk | 1 to 2 Years
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	355,046	268,727
Liquidity Risk | 1 to 2 Years | Long-term Debt
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	354,206	268,727
Liquidity Risk | 1 to 2 Years | Other Financial Liability
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	840	0
Liquidity Risk | 2 to 5 Years
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	293,772	229,969
Liquidity Risk | 2 to 5 Years | Long-term Debt
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	293,772	229,969
Liquidity Risk | 2 to 5 Years | Other Financial Liability
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	0	0
Liquidity Risk | More than 5 Years
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	1,739,082	1,079,473
Liquidity Risk | More than 5 Years | Long-term Debt
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	1,739,082	1,079,473
Liquidity Risk | More than 5 Years | Other Financial Liability
Disclosure Of Financial Instruments [Line Items]
Financial liabilities	$ 0	$ 0

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Financial Instruments and Financial Risk Management - Summary of Financial Assets and Liabilities Exposure to Foreign Currency Risk (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Financial Instruments [Line Items]
Trade and other receivables	$ 924,277	$ 1,059,764
Long-term debt	(1,709,831)	(1,278,670)
Currency Risk
Disclosure Of Financial Instruments [Line Items]
Trade and other receivables	41,239	50,732
Trade and other payables	(7,379)	(8,301)
Long-term debt	(1,654,689)	(1,079,774)
Balance sheet exposure	(1,620,829)	(1,037,343)
Long-term debt designated as investment hedge	1,655,000	1,080,000
Net balance sheet exposure	$ 34,171	$ 42,657

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Financial Instruments and Financial Risk Management - Summary of Exchange Rates Applied (Details) - Currency Risk - United States of America, Dollars - Rate	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Financial Instruments [Line Items]
Average USD for the year ended	1.3497	1.3013
Closing USD as at	1.3243	1.3554

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Financial Instruments and Financial Risk Management - Summary of Sensitivity Analysis (Details) - Currency Risk - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Financial Instruments [Line Items]
Balance sheet exposure	$ (1,620,829)	$ (1,037,343)
Long-term debt designated as investment hedge	1,655,000	1,080,000
Net balance sheet exposure	34,171	42,657
1-cent Increase
Disclosure Of Financial Instruments [Line Items]
Balance sheet exposure	(12,239)	(7,653)
Long-term debt designated as investment hedge	12,497	7,968
Net balance sheet exposure	258	315
1-cent Decrease
Disclosure Of Financial Instruments [Line Items]
Balance sheet exposure	12,239	7,653
Long-term debt designated as investment hedge	(12,497)	(7,968)
Net balance sheet exposure	$ (258)	$ (315)

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Financial Instruments and Financial Risk Management - Summary of Carrying Amount of Interest-bearing Financial Instruments Excluding Effects of Interest Rate Derivatives (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure Of Financial Instruments By Type Of Interest Rate [Line Items]
Carrying amount	$ 1,884,182	$ 1,315,757	$ 1,608,094
Fixed Rate Instruments
Disclosure Of Financial Instruments By Type Of Interest Rate [Line Items]
Carrying amount	$ 1,884,182	$ 1,315,757

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Financial Instruments and Financial Risk Management - Summary of Debt-to-Equity and Debt-to-Capitalization Ratios (Details) $ in Thousands		12 Months Ended
		Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Disclosure of detailed information about financial instruments [abstract]
Long-term debt		$ 1,884,182	$ 1,315,757	$ 1,608,094
Shareholders' equity		$ 2,591,410	$ 2,463,070	$ 2,310,355
Debt-to-equity ratio		0.73	0.53
Debt-to-capitalization ratio	[1]	0.42	0.35

[1] Long-term debt divided by the sum of shareholders' equity and long-term debt.

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Financial Instruments and Financial Risk Management - Summary of Fair Values of Financial Assets and Liabilities, Together with Carrying Amounts Shown in Statements of Financial Position (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Financial Instruments [Line Items]
Financial assets, Carrying Amount	$ 944,980	$ 1,116,690
Financial assets, Fair Value	944,980	1,116,690
Financial liabilities, Carrying Amount	2,583,237	2,044,182
Financial liabilities, Fair Value	2,377,717	2,029,016
Assets Carried at Fair Value | Investment in Equity Securities
Disclosure Of Financial Instruments [Line Items]
Financial assets, Carrying Amount	50,209	85,964
Financial assets, Fair Value	50,209	85,964
Assets Carried at Amortized Cost | Trade and Other Receivables
Disclosure Of Financial Instruments [Line Items]
Financial assets, Carrying Amount	894,771	1,030,726
Financial assets, Fair Value	894,771	1,030,726
Liabilities Carried at Fair Value | Other Financial Liability
Disclosure Of Financial Instruments [Line Items]
Financial liabilities, Carrying Amount	27,119	19,657
Financial liabilities, Fair Value	27,119	19,657
Liabilities Carried at Amortized Cost | Trade and Other Payables
Disclosure Of Financial Instruments [Line Items]
Financial liabilities, Carrying Amount	671,936	708,768
Financial liabilities, Fair Value	671,936	708,768
Liabilities Carried at Amortized Cost | Long-term Debt
Disclosure Of Financial Instruments [Line Items]
Financial liabilities, Carrying Amount	1,884,182	1,315,757
Financial liabilities, Fair Value	$ 1,678,662	$ 1,300,591

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Contingencies, letters of credit and other commitments - Additional Information (Details) - USD ($)	Dec. 22, 2023	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Commitments And Contingencies [Abstract]
Outstanding letter of credit		$ 106,200,000	$ 66,800,000
Purchase commitments		62,300,000	149,800,000
Purchase order for leases		$ 44,400,000	$ 13,900,000
Cash per common share	$ 8.3
Assumption of outstanding debt, net of cash and estimated transaction fees and expenses	$ 1,100,000,000

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Related Parties - Summary of Costs Incurred for Key Management Personnel (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related party transactions [abstract]
Short-term benefits	$ 15,457	$ 16,858
Post-employment benefits	619	800
Equity-settled share-based payment transactions	8,674	10,874
Key management personnel compensation	$ 24,750	$ 28,532

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Subsequent Events - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) Business	Dec. 31, 2022 USD ($)
Disclosure of non-adjusting events after reporting period [line items]
Number of business acquired | Business	12
Total purchase price | $	$ 659,755	$ 181,608