6-K

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER 

PURSUANT TO RULE 13a-16 OR 15d-16 

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2024

Commission File Number: 001-39240

GFL Environmental Inc. 

(Translation of registrant’s name into English)

100 New Park Place, Suite 500 

Vaughan, Ontario, Canada L4K 0H9 

(Address of principal executive offices)

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

Form 20-F ¨              Form 40-F x

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

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

EXPLANATORY NOTE

Exhibits 99.1 and 99.2 to this Report of Foreign Private Issuer on Form 6-K are hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File No. 333-236949) and Form F-10 (File No. 333-272013).

EXHIBIT INDEX

ExhibitNumber	Description
99.1	Unaudited Interim Condensed Consolidated Financial Statements for the Three Months Ended March 31, 2024
99.2	Management's Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2024
99.3	Certification of Chief Executive Officer
99.4	Certification of Chief Financial Officer

SIGNATURES

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

	GFL Environmental Inc.
	By:	/s/ Mindy Gilbert
	Name:	Mindy Gilbert
Date: May 2, 2024	Title:	Executive Vice President and Chief Legal Officer

EX-99.1

Exhibit 99.1

GFL Environmental Inc.

Unaudited Interim Condensed

Consolidated Financial Statements

For the three months ended March 31, 2024

F-1

GFL Environmental Inc.

Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss

(In millions of dollars except per share amounts)

		Three months ended March 31,
	Notes	2024			2023
Revenue	10	$	1,801.4		$	1,799.1
Expenses
Cost of sales			1,504.2			1,554.6
Selling, general and administrative expenses			275.4			214.5
Interest and other finance costs	8		153.0			164.7
(Gain) loss on sale of property and equipment			(2.1	)		0.1
Loss on foreign exchange			74.9			5.3
Mark-to-market loss on Purchase Contracts			—			104.3
Gain on divestiture			—			(5.5	)
Other			(4.5	)		—
			2,000.9			2,038.0
Share of net loss of investments accounted for using the equity method			(30.6	)		(21.0	)
Loss before income taxes			(230.1	)		(259.9	)
Current income tax expense			39.2			7.2
Deferred tax recovery			(92.8	)		(49.3	)
Income tax recovery			(53.6	)		(42.1	)
Net loss			(176.5	)		(217.8	)
Less: Net (loss) income attributable to non-controlling interests			(3.7	)		1.6
Net loss attributable to GFL Environmental Inc.		$	(172.8	)	$	(219.4	)
Items that may be subsequently reclassified to net loss
Currency translation adjustment			140.7			(5.5	)
Fair value movements on cash flow hedges, net of tax			(15.3	)		7.4
Other comprehensive income			125.4			1.9
Total comprehensive loss			(51.1	)		(215.9	)
Less: Total comprehensive income attributable to non-controlling interests			1.8			1.5
Total comprehensive loss attributable to GFL Environmental Inc.		$	(52.9	)	$	(217.4	)
Basic and diluted loss per share	9	$	(0.53	)	$	(0.66	)

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

F-2

GFL Environmental Inc.

Unaudited Interim Condensed Consolidated Statements of Financial Position

(In millions of dollars)

	Notes	March 31, 2024			December 31, 2023
Assets
Cash		$	70.0		$	135.7
Trade and other receivables, net			1,067.6			1,080.0
Income taxes recoverable			12.7			47.7
Prepaid expenses and other assets			253.6			221.6
Current assets			1,403.9			1,485.0
Property and equipment, net	4		7,048.4			6,980.7
Intangible assets, net	5		2,992.9			3,056.3
Investments accounted for using the equity method	3		290.5			319.0
Other long-term assets			124.6			82.9
Deferred income tax assets			134.4			64.8
Goodwill	5		8,053.7			7,890.5
Non-current assets			18,644.5			18,394.2
Total assets		$	20,048.4		$	19,879.2
Liabilities
Accounts payable and accrued liabilities			1,532.7			1,679.1
Long-term debt	7		9.9			9.7
Lease obligations			63.3			59.6
Due to related party	16		5.8			5.8
Landfill closure and post-closure obligations	6		58.0			56.2
Current liabilities			1,669.7			1,810.4
Long-term debt	7		9,149.2			8,827.2
Lease obligations			386.6			383.4
Other long-term liabilities			37.4			39.1
Due to related party	16		—			2.9
Deferred income tax liabilities			518.3			534.0
Landfill closure and post-closure obligations	6		901.5			896.0
Non-current liabilities			10,993.0			10,682.6
Total liabilities			12,662.7			12,493.0
Shareholders’ equity
Share capital			9,900.5			9,835.1
Contributed surplus			141.1			149.5
Deficit			(3,001.8	)		(2,822.6	)
Accumulated other comprehensive income			135.0			15.1
Total GFL Environmental Inc.’s shareholders’ equity			7,174.8			7,177.1
Non-controlling interests			210.9			209.1
Total shareholders’ equity			7,385.7			7,386.2
Total liabilities and shareholders’ equity		$	20,048.4		$	19,879.2

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

F-3

GFL Environmental Inc.
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity
(In millions of dollars except per share amounts)

			GFL Environmental Inc.’s Shareholders’ Equity
	Notes	Share capital - # of shares	Share capital		Contributed surplus			Deficit			Cash flow hedges, net of tax			Currency translation			Total equity attributable to shareholders			Non- controlling interests		Total shareholders’ equity
Balance, December 31, 2022		380,211,030	$	8,640.3	$	109.6		$	(2,843.0	)	$	(52.1	)	$	182.4		$	6,037.2		$	6.9	$	6,044.1
Net loss and comprehensive loss		—		—		—			(219.4	)		7.4			(5.4	)		(217.4	)		1.5		(215.9	)
Dividends issued and paid		—		—		—			(5.6	)		—			—			(5.6	)		—		(5.6	)
Contribution from non-controlling interests		—		—		—			—			—			—			—			8.1		8.1
Share capital issued on settlement of RSUs		43,805		3.9		(3.9	)		—			—			—			—			—		—
Share capital issued on TEU conversion		25,666,465		1,109.9		—			—			—			—			1,109.9			—		1,109.9
Share-based payments	12	—		—		15.0			—			—			—			15.0			—		15.0
Balance, March 31, 2023		405,921,300	$	9,754.1	$	120.7		$	(3,068.0	)	$	(44.7	)	$	177.0		$	6,939.1		$	16.5	$	6,955.6
Balance, December 31, 2023		407,931,017	$	9,835.1	$	149.5		$	(2,822.6	)	$	(23.6	)	$	38.7		$	7,177.1		$	209.1	$	7,386.2
Net loss and comprehensive loss		—		—		—			(172.8	)		(15.3	)		135.2			(52.9	)		1.8		(51.1	)
Dividends issued and paid		—		—		—			(6.4	)		—			—			(6.4	)		—		(6.4	)
Share capital issued on settlement of RSUs	12	1,494,802		65.4		(65.4	)		—			—			—			—			—		—
Share capital issued on conversion of preferred shares		209,565		—		—			—			—			—			—			—		—
Share-based payments	12	—		—		57.0			—			—			—			57.0			—		57.0
Balance, March 31, 2024		409,635,384	$	9,900.5	$	141.1		$	(3,001.8	)	$	(38.9	)	$	173.9		$	7,174.8		$	210.9	$	7,385.7

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

F-4

GFL Environmental Inc.

Unaudited Interim Condensed Consolidated Statements of Cash Flows

(In millions of dollars)

		Three months ended March 31,
	Notes	2024			2023
Operating activities
Net loss		$	(176.5	)	$	(217.8	)
Adjustments for non-cash items
Depreciation of property and equipment	4		255.0			239.8
Amortization of intangible assets	5		108.7			138.8
Share of net loss of investments accounted for using the equity method			30.6			21.0
Gain on divestiture			—			(5.5	)
Other			(4.5	)		—
Interest and other finance costs	8		153.0			164.7
Share-based payments	12		57.0			15.0
Loss on unrealized foreign exchange on long-term debt and TEUs			74.8			6.1
(Gain) loss on sale of property and equipment			(2.1	)		0.1
Mark to market loss on Purchase Contracts			—			104.3
Current income tax expense			39.2			7.2
Deferred tax recovery			(92.8	)		(49.3	)
Interest paid in cash on Amortizing Notes component of TEUs			—			(0.2	)
Interest paid in cash, excluding interest paid on Amortizing Notes			(121.9	)		(161.0	)
Income taxes paid in cash, net			(1.9	)		(2.0	)
Changes in non-cash working capital items	13		(53.2	)		(65.8	)
Landfill closure and post-closure expenditures	6		(2.2	)		(2.9	)
			263.2			192.5
Investing activities
Purchase of property and equipment			(296.3	)		(270.7	)
Proceeds from disposal of assets and other			7.7			13.2
Business acquisitions and investments, net of cash acquired	3		(111.6	)		(224.2	)
Distribution received from joint ventures			6.3			—
			(393.9	)		(481.7	)
Financing activities
Repayment of lease obligations			(37.7	)		(17.8	)
Issuance of long-term debt			578.8			877.8
Repayment of long-term debt			(463.2	)		(554.3	)
Proceeds from termination of hedged arrangements			—			17.3
Payment of contingent purchase consideration and holdbacks	3		(1.2	)		(2.5	)
Repayment of Amortizing Notes			—			(15.7	)
Dividends issued and paid			(6.4	)		(5.6	)
Payment of financing costs			(2.4	)		(14.1	)
Repayment of loan to related party	16		(2.9	)		(6.4	)
Contribution from non-controlling interests			—			8.1
			65.0			286.8
Decrease in cash			(65.7	)		(2.4	)
Changes due to foreign exchange revaluation of cash			—			(6.7	)
Cash, beginning of quarter			135.7			82.1
Cash, end of quarter		$	70.0		$	73.0

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

F-5

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

1. REPORTING ENTITY

GFL Environmental Inc. (“GFL” or the “Company”) was formed on March 5, 2020 under the laws of the Province of Ontario. GFL’s subordinate voting shares trade on the New York Stock Exchange and the Toronto Stock Exchange under the symbol “GFL”.

GFL is in the business of providing non-hazardous solid waste management and environmental services. These services are provided through GFL and its subsidiaries and a network of facilities across Canada and the United States. GFL’s registered office is Suite 500, 100 New Park Place, Vaughan, ON, L4K 0H9.

These unaudited interim condensed consolidated financial statements (the “Interim Financial Statements”) include the accounts of GFL and its subsidiaries as at March 31, 2024.

The Board of Directors approved the Interim Financial Statements on May 1, 2024.

2. SUMMARY OF MATERIAL ACCOUNTING POLICIES

Statement of compliance

The Interim Financial Statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, within the framework of International Financial Reporting Standards as issued by the International Accounting Standards Board.

The Interim Financial Statements do not include all disclosures required in the annual consolidated financial statements and should be read in conjunction with GFL’s annual consolidated financial statements for the year ended December 31, 2023 (the “Annual Financial Statements”).

Basis of measurement

The Interim Financial Statements were prepared on the historical cost basis except for certain financial instruments that are measured at fair value at the end of the reporting period as detailed in the Annual Financial Statements.

Presentation and functional currency

The Interim Financial Statements are presented in Canadian dollars which is GFL’s functional currency.

Use of estimates and judgments

The preparation of the Interim Financial Statements requires management to make estimates and use judgment that affect the reported amounts of revenue, expenses, assets, liabilities and accompanying disclosures. Accordingly, actual results may differ from estimated amounts as future confirming events occur. Significant estimates and judgments used in the preparation of the Interim Financial Statements are described in the Annual Financial Statements.

Accounting policies

The accounting policies adopted in the preparation of the Interim Financial Statements are consistent with those followed in the preparation of the Annual Financial Statements.

Reclassification of prior period presentation

Certain operating segment and line of business information reported in prior periods have been reclassified for consistency with the current period presentation. These immaterial reclassifications had no effect on the reported consolidated results of operations. Refer to Note 10 and Note 11.

F-6

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

New and amended standards adopted

A number of amended standards became applicable for the current reporting period. GFL was not required to change its accounting policies or make retrospective adjustments as a result of adopting the applicable amended standards.

New accounting standards issued but not yet effective

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The standards applicable to GFL are not expected to have a material impact on these Interim Financial Statements.

3. BUSINESS COMBINATIONS AND INVESTMENTS

For the three months ended March 31, 2024, GFL acquired 4 businesses, each of which GFL considers to be individually immaterial.

The following table presents the purchase price allocation based on the best information available to GFL to date:

	Three months ended March 31, 2024
Net working capital, including cash acquired of $0.6 million	$	1.3
Property and equipment		22.1
Intangible assets		15.1
Goodwill		34.4
Landfill closure and post-closure obligations		(1.3	)
Net assets acquired	$	71.6
Cash paid	$	71.6
Total consideration	$	71.6

In addition to the cash consideration noted above, during the three months ended March 31, 2024, GFL paid $1.2 million in additional consideration related to acquisitions from prior years.

GFL finalizes purchase price allocations relating to acquisitions within 12 months of the respective acquisition dates and, as a result, there may be differences between the provisional estimates reflected above and the final acquisition accounting. During the three months ended March 31, 2024, GFL finalized the purchase price allocations for certain acquisitions resulting in a decrease in property and equipment of $2.6 million, a decrease in intangible assets of $4.3 million, an increase in lease obligations of $2.8 million, a decrease in deferred income tax liabilities of $0.1 million and an increase in goodwill of $9.6 million.

All of the goodwill acquired during the three months ended March 31, 2024 ($22.8 million during the three months ended March 31, 2023) is expected to be deductible for tax purposes.

Since the respective acquisition dates, revenue and income before income taxes of approximately $4.3 million and $0.7 million, respectively, attributable to the 2024 acquisitions, are included in these Interim Financial Statements.

Pro forma results of operations

If the 2024 acquisitions had occurred on January 1, 2024, the unaudited consolidated pro forma revenue and loss before income taxes for the three months ended March 31, 2024 would have been $1,803.8 million and $230.1 million, respectively. The pro forma results do not purport to be indicative of the results of operations which would have resulted had the acquisitions occurred at the beginning of the year, nor are they necessarily indicative of future operating results.

F-7

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

Investments in Associates

As at March 31, 2024, GFL held investments in associates of $195.2 million ($229.1 million as at December 31, 2023). GFL considers each associate to be individually immaterial. GFL has accounted for these investments in associates using the equity method.

For the three months ended March 31, 2024, GFL’s share of loss and total comprehensive loss from associates was $33.9 million ($20.9 million for the three months ended March 31, 2023).

Investments in Joint Ventures

GFL invested in certain renewable natural gas (“RNG”) projects through joint ventures. During the three months ended March 31, 2024, GFL made contributions of $6.1 million ($4.7 million for the three months ended March 31, 2023) to RNG joint ventures. As at March 31, 2024, GFL held investments in RNG joint ventures of $95.3 million ($89.9 million as at December 31, 2023). GFL considers each joint venture to be individually immaterial. GFL has accounted for these investments in associates using the equity method.

For the three months ended March 31, 2024, GFL’s share of income and total comprehensive income from joint ventures was $3.3 million (share of loss and total comprehensive loss of $0.1 million for the three months ended March 31, 2023).

GFL also invested in other sustainability projects with strategic partners to construct anaerobic biodigesters. During the three months ended March 31, 2024, GFL advanced a loan of $18.1 million ($nil for the three months ended March 31, 2023) to these sustainability projects.

F-8

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

4. PROPERTY AND EQUIPMENT

The following table presents the changes in cost and accumulated depreciation of GFL’s property and equipment for the periods indicated:

	Land, buildings and improvements			Landfills			Vehicles			Machinery and equipment			Assets under development			Containers			Right-of- use assets			Total
Cost
Balance, December 31, 2023		1,812.2			3,077.6			2,806.8			1,301.9			148.7			852.9			562.2			10,562.3
Additions		29.7			27.0			77.5			31.3			39.3			13.6			16.2			234.6
Acquisitions via business combinations		0.3			13.4			6.6			0.3			—			1.5			—			22.1
Adjustments for prior year acquisitions		—			—			(0.2	)		(5.3	)		—			0.1			2.8			(2.6	)
Adjustments for asset retirement obligations		—			(35.6	)		—			—			—			—			—			(35.6	)
Disposals		(0.6	)		(0.8	)		(23.2	)		(10.7	)		(0.1	)		(0.7	)		(1.4	)		(37.5	)
Transfers		20.5			—			2.3			23.6			(46.7	)		0.3			—			—
Changes in foreign exchange		25.1			67.8			43.1			15.7			1.1			18.2			3.8			174.8
Balance, March 31, 2024		1,887.2			3,149.4			2,912.9			1,356.8			142.3			885.9			583.6			10,918.1
Accumulated depreciation
Balance, December 31, 2023		224.2			1,045.3			1,134.0			599.8			—			354.2			224.1			3,581.6
Depreciation		17.1			67.1			72.5			46.3			—			31.1			20.9			255.0
Disposals		(0.4	)		—			(18.9	)		(7.4	)		—			(0.5	)		(0.3	)		(27.5	)
Changes in foreign exchange		3.1			23.8			17.7			7.1			—			7.8			1.1			60.6
Balance, March 31, 2024		244.0			1,136.2			1,205.3			645.8			—			392.6			245.8			3,869.7
Carrying amounts
At December 31, 2023	$	1,588.0		$	2,032.3		$	1,672.8		$	702.1		$	148.7		$	498.7		$	338.1		$	6,980.7
At March 31, 2024	$	1,643.2		$	2,013.2		$	1,707.6		$	711.0		$	142.3		$	493.3		$	337.8		$	7,048.4

For the three months ended March 31, 2024, total depreciation of property and equipment was $255.0 million ($239.8 million for the three months ended March 31, 2023). Of the total depreciation for the three months ended March 31, 2024, $247.5 million was included in cost of sales ($233.2 million for the three months ended March 31, 2023) and $7.5 million was included in selling, general and administrative expenses ($6.6 million for the three months ended March 31, 2023).

F-9

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

5. GOODWILL AND INTANGIBLE ASSETS

The following table presents the changes in cost and accumulated amortization of GFL’s goodwill and intangible assets for the periods indicated:

	Goodwill		Indefinite life C of A		Customer lists and municipal contracts		Trade name, definite life C of A and other licenses		Non-compete agreements			Total
Cost
Balance, December 31, 2023		7,890.5		861.0		3,674.1		143.5		520.8			13,089.9
Acquisitions via business combinations		34.4		—		11.7		2.7		0.7			49.5
Adjustments for prior year acquisitions		9.6		—		2.7		—		(7.0	)		5.3
Other		—		—		2.9		—		—			2.9
Changes in foreign exchange		119.2		2.1		41.8		3.0		8.9			175.0
Balance, March 31, 2024		8,053.7		863.1		3,733.2		149.2		523.4			13,322.6
Accumulated amortization
Balance, December 31, 2023		—		—		1,759.5		38.7		344.9			2,143.1
Amortization		—		—		86.0		2.3		20.4			108.7
Changes in foreign exchange		—		—		17.7		0.9		5.6			24.2
Balance, March 31, 2024		—		—		1,863.2		41.9		370.9			2,276.0
Carrying amounts
At December 31, 2023	$	7,890.5	$	861.0	$	1,914.6	$	104.8	$	175.9		$	10,946.8
At March 31, 2024	$	8,053.7	$	863.1	$	1,870.0	$	107.3	$	152.5		$	11,046.6

All intangible asset amortization expense is included in cost of sales.

F-10

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

6. LANDFILL CLOSURE AND POST-CLOSURE OBLIGATIONS

The following table presents GFL’s landfill closure and post-closure obligations for the periods indicated:

Balance, December 31, 2023	$	952.2
Acquisitions via business combinations		1.3
Provisions		14.2
Adjustment for discount and inflation rates		(35.6	)
Accretion		9.1
Expenditures		(2.2	)
Changes in foreign exchange		20.5
Balance, March 31, 2024		959.5
Less: Current portion of landfill closure and post-closure obligations		(58.0	)
Non-current portion of landfill closure and post-closure obligations	$	901.5

The maturation of GFL’s landfill closure and post-closure obligations has not materially changed since December 31, 2023.

Funded landfill post-closure assets

GFL is required to deposit funds into trusts to settle post-closure obligations for landfills in certain jurisdictions. As at March 31, 2024, included in other long-term assets are funded landfill post-closure obligations, representing the fair value of legally restricted assets, totaling $29.4 million ($28.3 million as at December 31, 2023).

F-11

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

7. LONG-TERM DEBT

The following table presents GFL’s long-term debt for the periods indicated:

	March 31, 2024			December 31, 2023
Revolving credit facility	$	276.1		$	184.9
Term Loan B Facility		982.9			961.8
Notes(1)
4.250% USD senior secured notes (“4.250% 2025 Secured Notes”)(2)		677.5			661.3
3.750% USD senior secured notes (“3.750% 2025 Secured Notes”)(3)		1,016.2			992.0
5.125% USD senior secured notes (“5.125% 2026 Secured Notes”)(4)		677.5			661.3
3.500% USD senior secured notes (“3.500% 2028 Secured Notes”)(5)		1,016.2			992.0
6.750% USD senior secured notes (“6.750% 2031 Secured Notes”)(6)		1,355.0			1,322.6
4.000% USD senior notes (“4.000% 2028 Notes”)(7)		1,016.2			992.0
4.750% USD senior notes (“4.750% 2029 Notes”)(8)		1,016.2			992.0
4.375% USD senior notes (“4.375% 2029 Notes”)(9)		745.3			727.4
Other		391.3			347.3
Subtotal		9,170.4			8,834.6
Discount		(9.6	)		(9.6	)
Derivative liability		75.0			90.9
Deferred finance costs		(76.7	)		(79.0	)
Total long-term debt		9,159.1			8,836.9
Less: Current portion of long-term debt		(9.9	)		(9.7	)
Non-current portion of long-term debt	$	9,149.2		$	8,827.2
Total long-term debt		9,159.1			8,836.9
Less: Derivative asset		(42.2	)		(20.0	)
Total long-term debt, net of derivative asset	$	9,116.9		$	8,816.9

(1) Refer to Note 14 for additional information on the hedging arrangements related to the Notes.

(2) The 4.250% 2025 Secured Notes bear interest semi-annually which commenced on December 1, 2020 with principal maturing on June 1, 2025.

(3) The 3.750% 2025 Secured Notes bear interest semi-annually which commenced on February 1, 2021 with principal maturing on August 1, 2025.

(4) The 5.125% 2026 Secured Notes bear interest semi-annually which commenced on December 15, 2019 with principal maturing on December 15, 2026.

(5) The 3.500% 2028 Secured Notes bear interest semi-annually which commenced on September 1, 2021 with principal maturing on September 1, 2028.

(6) The 6.750% 2031 Secured Notes bear interest semi-annually commencing on January 15, 2024 with principal maturing on January 15, 2031.

(7) The 4.000% 2028 Notes are comprised of US$500.0 million of initial notes and US$250.0 million of additional notes. The initial notes and additional notes bear interest semi-annually which commenced on February 1, 2021 and February 1, 2022, respectively. The total principal matures on August 1, 2028.

(8) The 4.750% 2029 Notes bear interest semi-annually which commenced on December 15, 2021 with principal maturing on June 15, 2029.

(9) The 4.375% 2029 Notes bear interest semi-annually which commenced on February 15, 2022 with principal maturing on August 15, 2029.

Revolving credit facility and term loan facility

Under the amended and restated revolving credit agreement dated as of December 29, 2023 (the “Revolving Credit Agreement”), GFL has access to a $1,205.0 million revolving credit facility (available in Canadian and US dollars) and an aggregate US$75.0 million in revolving credit facilities (available in US dollars) (collectively, the “Revolving Credit Facility”). The Revolving Credit Facility matures on September 27, 2026 and accrues interest at a rate of SOFR/Bankers Acceptance plus 1.500% to 2.250% or Canadian/US prime plus 0.500% to 1.250%. The Revolving Credit Facility is secured by mortgages on certain properties, a general security agreement over all of the assets of GFL and certain material subsidiaries and a pledge of the shares of such subsidiaries.

The Revolving Credit Agreement contains a Total Net Funded Debt to Adjusted EBITDA and an Interest Coverage Ratio (each as defined in the Revolving Credit Agreement) financial maintenance covenant.

F-12

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

The Total Net Funded Debt to Adjusted EBITDA ratio to be maintained is equal to or less than 6.00 to 1.00 for a period of four complete fiscal quarters following completion of a Material Acquisition and at all other times, equal to or less than 5.75 to 1.00. The Interest Coverage Ratio must be equal to or greater than 3.00 to 1.00. As at March 31, 2024 and December 31, 2023, GFL was in compliance with these covenants.

GFL has a term loan B facility that matures on May 31, 2027 and has a borrowing rate of SOFR (with a floor rate at 0.500%) plus 2.500% or US prime plus 1.500% (the “Term Loan B Facility”). The Term Loan B Facility is secured by mortgages on certain properties, a general security agreement over all the assets of GFL and certain material subsidiaries and a pledge of the shares of such subsidiaries.

Other

Included in other is the following long term debt: (a) promissory notes with an aggregate principal amount of US$50.0 million that mature on June 14, 2027 and bear interest at a rate of 5.000% per annum, payable quarterly; (b) a term loan of US$12.5 million (all of which was drawn as at March 31, 2024 and December 31, 2023) and a US$15.0 million revolving credit facility (of which $nil was drawn as at March 31, 2024 and December 31, 2023) that mature on September 21, 2025 and have a borrowing rate of base or BSBY rate plus 1.500% to 3.500%; and (c) a term loan of US$170.0 million (all of which was drawn as at March 31, 2024 and December 31, 2023) and a US$100.0 million revolving credit facility (of which US$55.3 million was drawn as at March 31, 2024 and US$29.3 million drawn as at December 31, 2023) that mature on August 31, 2028 and have a borrowing rate of base or SOFR adjusted rate plus a spread between 2.00% and 3.25%.

F-13

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

8. INTEREST AND OTHER FINANCE COSTS

The following table presents GFL’s interest and other finance costs for the periods indicated:

	Three months ended March 31,
	2024		2023
Interest	$	134.7	$	134.7
Termination of hedged arrangements		—		8.7
Amortization of deferred financing costs		4.9		5.4
Accretion of landfill closure and post-closure obligations		9.1		7.7
Other finance costs		4.3		8.2
Interest and other finance costs	$	153.0	$	164.7

9. LOSS PER SHARE

The following table presents GFL’s loss per share for the periods indicated:

	Three months ended March 31,
	2024			2023
Net loss attributable to GFL Environmental Inc.	$	(172.8	)	$	(219.4	)
Less:
Amounts attributable to preferred shareholders		23.5			22.7
Adjusted net loss		(196.3	)		(242.1	)
Weighted and diluted weighted average number of shares outstanding		372,986,761			369,176,174
Basic and diluted loss per share	$	(0.53	)	$	(0.66	)

Diluted loss per share excludes anti-dilutive effects of time-based share options, RSUs (defined below) and Preferred Shares (defined below).

F-14

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

10. REVENUE

The following table presents GFL’s revenue disaggregated by service type for the periods indicated:

	Three months ended March 31,
	2024			2023(1)
Residential	$	366.0		$	388.0
Commercial/industrial		679.7			677.3
Total collection		1,045.7			1,065.3
Landfill		237.7			218.0
Transfer		176.2			172.5
Material recovery		90.2			83.8
Other		70.1			68.2
Solid Waste		1,619.9			1,607.8
Environmental Services		408.5			409.7
Intercompany revenue		(227.0	)		(218.4	)
Revenue	$	1,801.4		$	1,799.1

(1) Includes reclassification of $30.5 million from Commercial/industrial and $29.2 million from Other into Environmental Services in the amount of $59.7 million.

11. OPERATING SEGMENTS

The following tables present GFL’s revenue and Adjusted EBITDA by operating segment for the periods indicated. Gross revenue is calculated based on revenue before intercompany revenue eliminations.

	Three months ended March 31, 2024
	Gross Revenue		Intercompany Revenue			Revenue		Adjusted EBITDA
Solid Waste
Canada	$	492.5	$	(58.9	)	$	433.6	$	113.6
USA		1,127.4		(129.2	)		998.2		327.1
Solid Waste		1,619.9		(188.1	)		1,431.8		440.7
Environmental Services		408.5		(38.9	)		369.6		81.3
Corporate		—		—			—		(66.3	)
	$	2,028.4	$	(227.0	)	$	1,801.4	$	455.7

	Three months ended March 31, 2023
	Gross Revenue(1)		Intercompany Revenue(2)			Revenue(3)		Adjusted EBITDA(4)
Solid Waste
Canada	$	459.5	$	(56.9	)	$	402.6	$	100.8
USA		1,148.3		(127.7	)		1,020.6		314.1
Solid Waste		1,607.8		(184.6	)		1,423.2		414.9
Environmental Services		409.7		(33.8	)		375.9		82.8
Corporate		—		—			—		(57.2	)
	$	2,017.5	$	(218.4	)	$	1,799.1	$	440.5

(1) Includes reclassification of $9.9 million from Solid Waste Canada and $49.8 million from Solid Waste USA into Environmental Services in the amount of $59.7 million.

(2) Includes reclassification of $0.7 million from Solid Waste USA into Environmental Services.

(3) Includes reclassification of $9.9 million from Solid Waste Canada and $49.1 million from Solid Waste USA into Environmental Services in the amount of $59.0 million.

(4) Includes reclassification of $0.7 million from Solid Waste Canada and $21.4 million from Solid Waste USA into Environmental Services in the amount of $22.1 million.

F-15

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

The following table presents GFL’s reconciliation of net loss to Adjusted EBITDA for the periods indicated:

	Three months ended March 31,
	2024			2023
Net loss	$	(176.5	)	$	(217.8	)
Add:
Depreciation of property and equipment		255.0			239.8
Amortization of intangible assets		108.7			138.8
Interest and other finance costs		153.0			164.7
Income tax recovery		(53.6	)		(42.1	)
Loss on foreign exchange		74.9			5.3
(Gain) loss on sale of property and equipment		(2.1	)		0.1
Mark-to-market loss on Purchase Contracts		—			104.3
Share of net loss of investments accounted for using the equity method(1)		37.2			21.0
Share-based payments		57.0			15.0
Gain on divestiture		—			(5.5	)
Transaction costs		6.1			12.0
Acquisition, rebranding and other integration costs		0.5			4.9
Other		(4.5	)		—
Adjusted EBITDA	$	455.7		$	440.5

(1) Excludes share of net income of investments accounted for using the equity method for RNG projects.

Goodwill and indefinite life intangible assets by operating segment

The carrying amount of goodwill and indefinite life intangible assets allocated to the operating segments is as follows:

	March 31, 2024		December 31, 2023
Solid Waste
Canada	$	2,097.5	$	2,091.7
USA		5,751.9		5,601.7
Environmental Services		1,067.4		1,058.1
	$	8,916.8	$	8,751.5

F-16

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

12. SHAREHOLDER'S CAPITAL

Authorized capital

GFL’s authorized share capital consists of (i) an unlimited number of subordinate voting shares, (ii) an unlimited number of multiple voting shares, (iii) an unlimited number of preferred shares, issuable in series, (iv) 28,571,428 Series A perpetual convertible preferred shares (the “Series A Preferred Shares”) and (v) 8,196,721 Series B perpetual convertible preferred shares (the “Series B Preferred Shares”). The Series A Preferred Shares and Series B Preferred Shares are collectively referred to as the “Preferred Shares”.

Normal course issuer bid

On May 10, 2023, the Toronto Stock Exchange accepted GFL’s notice of intention to renew its normal course issuer bid (“NCIB”) during the twelve-month period commencing on May 12, 2023 and ending May 11, 2024. Under the NCIB, a maximum of 17,867,120 subordinate voting shares may be repurchased by GFL. GFL’s previous NCIB, which expired on May 11, 2023, authorized the purchase of up to 16,510,694 subordinate voting shares. All subordinate voting shares repurchased by GFL under the NCIB will be cancelled. During the three months ended March 31, 2024 and March 31, 2023, GFL did not repurchase any subordinate voting shares under the NCIB.

Share issuances and cancellations

The following table presents GFL’s share capital for the periods indicated:

	Subordinate voting shares		Multiple voting shares		Preferred shares			Total
Balance, December 31, 2023		359,349,904		11,812,964		36,768,149			407,931,017
Converted from RSUs		1,494,802		—		—			1,494,802
Converted from preferred shares into subordinate voting shares		3,813,579		—		(3,604,014	)		209,565
Balance, March 31, 2024		364,658,285		11,812,964		33,164,135			409,635,384

On March 5, 2024, 3,604,014 Series A Preferred Shares were converted into 3,813,579 subordinate voting shares at the conversion price of US$25.18.

F-17

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

Share options, restricted share units (“RSUs”), deferred share units (“DSUs”) and performance share units (“PSUs”)

Share options

The number of share options held by certain executives with their average exercise price per option are summarized below:

	Options		Weighted average exercise price (US$)
Share options outstanding, December 31, 2023 and March 31, 2024		22,278,582	$	32.59
Vested share options, March 31, 2024		8,622,161	$	29.11

For the three months ended March 31, 2024, there were no options granted, exercised, cancelled, expired or forfeited.

For the three months ended March 31, 2024, the total compensation expense related to share options amounted to $4.4 million ($5.2 million for the three months ended March 31, 2023).

RSUs, DSUs and PSUs

The following table presents GFL’s summary of the RSUs and DSUs for the periods indicated:

	RSUs			Grant date fair value (US$)		DSUs		Grant date fair value (US$)
Outstanding, December 31, 2023		2,311,761		$	30.74		90,533	$	30.02
Granted		1,121,080			34.62		8,261		34.51
Settled		(1,494,711	)		32.45		—		—
Forfeited		(19,096	)		30.89		—		—
Outstanding, March 31, 2024		1,919,034		$	31.67		98,794	$	30.40
Expected to vest, March 31, 2024		1,726,187		$	31.63		98,794	$	30.39

For the three months ended March 31, 2024, there were no RSUs or DSUs cancelled.

For the three months ended March 31, 2024, the total compensation expense related to RSUs amounted to $52.2 million ($9.5 million for the three months ended March 31, 2023).

For the three months ended March 31, 2024, the total compensation expense related to DSUs amounted to $0.4 million ($0.3 million for the three months ended March 31, 2023).

As at March 31, 2024, there have been no PSUs issued.

F-18

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

13. SUPPLEMENTAL CASH FLOW INFORMATION

The following table presents net change in non-cash working capital of GFL for the periods indicated:

	Three months ended March 31,
	2024			2023
Effects of changes in
Accounts payable and accrued liabilities	$	(57.5	)	$	(110.0	)
Trade and other receivables, net		14.7			71.6
Prepaid expenses and other assets		(10.4	)		(27.4	)
Changes in non-cash working capital items	$	(53.2	)	$	(65.8	)

14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

GFL’s financial instruments consist of cash, trade accounts receivable, trade accounts payable and long-term debt, including related hedging instruments.

Fair value measurement

The carrying value of GFL’s financial assets approximate their fair values. The carrying value of GFL’s financial liabilities approximate their fair values with the exception of GFL’s outstanding U.S. dollar secured and unsecured notes (the “Notes”). The fair value hierarchy for these instruments are as follows for the periods indicated:

	March 31, 2024
	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Notes	$	7,517.1	$	7,224.7	$	—	$	7,224.7	$	—

	December 31, 2023
	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Notes	$	7,337.4	$	7,087.5	$	—	$	7,087.5	$	—

GFL uses a discounted cash flow model incorporating observable market data, such as foreign currency forward rates, to estimate the fair value of its Notes. Certain leases, other loans and amounts due to related parties do not bear interest or bear interest at an amount that is not stated at fair value.

Net derivative instruments are recorded at fair value and classified within Level 2.

Financial risk management objectives

There were no changes to the financial risk management policies disclosed in the Annual Financial Statements.

F-19

GFL Environmental Inc. - Notes to the Consolidated Financial Statements

(In millions of dollars except per share amounts or otherwise stated)

15. COMMITMENTS

Letters of credit

As at March 31, 2024, GFL had letters of credit totaling approximately $217.4 million outstanding ($236.1 million as at December 31, 2023), which are not recognized in the Interim Financial Statements. Interest expense in connection with these letters of credit was $1.1 million for the three months ended March 31, 2024 ($1.3 million for the three months ended March 31, 2023).

Performance bonds

As at March 31, 2024, GFL had issued performance bonds totaling $1,779.2 million ($1,681.7 million as at December 31, 2023).

16. RELATED PARTY TRANSACTIONS

After the payment of the semi-annual instalment of $2.9 million, the remaining principal outstanding on the note payable to Sejosa Holdings Inc. (an entity controlled by Patrick Dovigi) was $5.8 million as at March 31, 2024 ($8.7 million as at December 31, 2023).

For the three months ended March 31, 2024, GFL paid $2.5 million ($1.9 million for the three months ended March 31, 2023) in aggregate lease payments to related parties.

For the three months ended March 31, 2024, GFL entered into transactions with Green Infrastructure Partners Inc. (“GIP”) which resulted in revenue of $7.1 million ($5.3 million for the three months ended March 31, 2023) and net receivables of $10.3 million as at March 31, 2024 ($10.9 million as at December 31, 2023).

On March 26, 2024, GFL entered into a limited guarantee of GIP’s obligation to satisfy certain covenants under its revolving credit facility up to a maximum liability of $25.0 million.

17. SUBSEQUENT EVENTS

Subsequent to March 31, 2024, GFL completed 2 acquisitions, each of which GFL considers to be individually immaterial, for a combined purchase price of approximately $439.3 million. As a result of the timing of the acquisitions, GFL has not yet finalized its determination of the fair value of the acquired assets and liabilities.

F-20

EX-99.2

Exhibit 99.2

GFL ENVIRONMENTAL INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

For the three months ended March 31, 2024

The following Management’s Discussion and Analysis (“MD&A”) for GFL Environmental Inc. (“us,” “we,” “our,” “GFL” or the “Company”) is dated May 2, 2024 and provides information concerning our results of operations and financial condition for the three months ended March 31, 2024. You should read this MD&A together with our unaudited interim condensed consolidated financial statements and the related notes for the three months ended March 31, 2024 (the “Interim Financial Statements”), our annual audited consolidated financial statements for the year ended December 31, 2023 (the “Annual Financial Statements”), and our MD&A for the year ended December 31, 2023 (the “Annual MD&A”).

1.     Company Overview

GFL is the fourth largest diversified environmental services company in North America, with operations throughout Canada and in more than half of the U.S. states. GFL had more than 20,000 employees as of March 31, 2024.

GFL was formed on March 5, 2020 under the laws of the Province of Ontario. Our subordinate voting shares trade on the New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange (the “TSX”) under the symbol “GFL”.

Forward-Looking Information

This MD&A, including, in particular, the sections below entitled “Summary of Factors Affecting Performance” and “Liquidity and Capital Resources”, contains forward-looking statements and forward-looking information (collectively, “forward-looking information”) within the meaning of applicable U.S. and Canadian securities laws, respectively. Forward-looking information includes all statements that do not relate solely to historical or current facts, may relate to anticipated events or results and may include statements regarding our objectives, plans, goals, strategies, outlook, results of operations, financial and operating performance, prospects and opportunities. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”, although not all forward-looking information includes those words or phrases. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts nor assurances of future performance but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

Forward-looking information contained in this MD&A is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct.

1

Factors that could cause actual results to differ from those projected include, but are not limited to, those listed below and in the section entitled “Risk Factors” included in the Company’s annual information form for the year ended December 31, 2023 (the “AIF”). There may be additional risks of which we are not currently aware or that we currently believe are immaterial which could have an adverse impact on our business. We make no commitment to revise or update any forward-looking information in order to reflect events or circumstances that may change, except where we are expressly required to do so by law.

Forward-looking information is subject to a number of known and unknown risks, uncertainties, assumptions and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Factors that could cause actual results to differ from those projected include, but are not limited to, the following, and the risk factors described in greater detail under the section entitled “Risk Factors” in the AIF: our ability to build our market share; our ability to continue to grow our revenue and improve operating margins; our ability to retain key personnel; our ability to maintain and expand geographic scope; our ability to maintain good relationships with our customers; our ability to execute on our expansion plans; our ability to execute on additional acquisition opportunities and successfully integrate acquired businesses; adverse effects of acquisitions on our operations; potential liabilities from past and future acquisitions; dependence on the integration and success of acquired businesses; our ability to continue investing in infrastructure to support our growth; our ability to obtain and maintain existing financing on acceptable terms; our ability to implement price increases or offset increasing costs; currency exchange and interest rates; the impact of competition; the changes and trends in our industry or the global economy; the changes in laws, rules, regulations, and global standards; our ability to respond to changing customer and legal requirements with respect to sustainable solutions or other matters; our potential liability, if any, in connection with environmental matters; governmental regulation, changes thereto and risks associated with failure to comply; loss of municipal and other contracts; potential inability to acquire, lease or expand facilities; our dependence on third party facilities; our access to equity or debt capital markets is not assured; increases in labour, disposal, and related transportation costs; fuel supply and fuel price fluctuations; we require sufficient cash flow to reinvest in our business; our potential inability to obtain performance or surety bonds, letters of credit, other financial assurances or insurance; operational, health, safety and environmental risks; natural disasters, weather conditions and seasonality; economic downturn may adversely impact our operating results and cause exposure to credit risk; increasing dependence on technology and risk of technology failure; cybersecurity incidents or issues; damage to our reputation or our brand; increases in insurance costs; climate change regulations that could increase our costs to operate; risks associated with failing to comply with U.S., Canadian or foreign anti-bribery or anti-corruption laws or regulations; landfill site closure and post-closure costs and contamination-related costs; increasing efforts by provinces, states and municipalities to reduce landfill disposal; litigation or regulatory or activist action; and public health outbreaks, epidemics or pandemics.

Basis of Presentation

Our Interim Financial Statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, within the framework of International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Unless the context indicates otherwise, references in this MD&A to “GFL”, the “Company”, “we”, “us” and “our” mean GFL and its consolidated subsidiaries.

This MD&A is presented in millions of Canadian dollars unless otherwise indicated.

Reclassification of prior year presentation

Certain operating segment and line of business information reported in prior periods have been reclassified for consistency with the current period presentation. These immaterial reclassifications had no effect on the reported consolidated results of operations.

2

Summary of Factors Affecting Performance

We believe that our performance and future success depend on a number of factors that present significant opportunities for us. These factors are also subject to a number of inherent risks and challenges discussed elsewhere in this MD&A and in the AIF.

Our results for the three months ended March 31, 2024 were impacted by acquisitions, divestitures, as well as organic growth during the period as a result, in part, from the pricing strategies that we implemented and changes in volume, partially offset by the impact of inflationary pressures and certain labour wage rate pressures and supply chain constraints that continue to persist, including maintenance and repair costs. Our ability to leverage our scalable network to drive operational cost efficiencies also impacted our performance for the period. Our results are influenced by seasonality and tend to be lower in the first quarter of the year, primarily due to winter weather conditions which are pronounced in Canada, and higher in the second and third quarters of the year, due to the higher volume of waste generated during the summer months in many of our solid waste markets.

We intend to continue to grow our business and generate improvements in our financial performance by expanding our service offerings into new geographic markets and extending our geographic footprint to increase regional density across our business lines, thereby increasing margins. Our success in achieving these goals is dependent on our ability to execute on our three-pronged strategy of (i) continuing to generate strong, stable organic revenue growth, (ii) successfully executing strategic, accretive acquisitions, and (iii) continuing to drive operating cost efficiencies across our platform.

Strong, Stable Organic Revenue Growth

Our ability to generate strong, stable organic revenue growth across macroeconomic cycles depends on our ability to increase the breadth and depth of services that we provide to our existing customers, realize on cross-selling opportunities between our complementary service capabilities, obtain price and surcharge increases, win new contracts, realize renewals or extensions of existing contracts and expand into new or adjacent markets. We believe that executing on this strategy will continue to drive our organic revenue growth and free cash flow generation.

Our business is well-diversified across business lines, geographies and customers. We believe that our continued success depends on our ability to further enhance and leverage this diversification, a key component of which is our ability to offer our customers a comprehensive service offering across our business lines backed by an extensive geography across Canada and the U.S. The majority of the revenue we generate in our solid waste business is derived from secondary markets, with revenue derived from major metropolitan centres representing the majority of our residential solid waste revenue.

We also believe we are well positioned to respond to changing customer needs and regulatory demands in order to maintain our success. This includes being able to respond to legal requirements and customer demands to divert waste away from landfill disposal by continuing to expand our ability to collect and process multiple streams of material.

Our diversified business model also complements our acquisition strategy. Multiple business lines allow us to source acquisitions from a broader pool of potential targets. Maintaining a diversified model is therefore critical to capitalizing on accretive acquisition opportunities and helping to reduce execution and business risk inherent in single-market and single-service offering strategies.

Executing Strategic, Accretive Acquisitions

Our ability to identify, execute and integrate accretive acquisitions is a key driver of our growth. Given the significant fragmentation that exists in the North American environmental services industry, our growth and success depend on our ability to realize on consolidation opportunities in our business lines.

Since 2007, we have completed over 260 acquisitions across our lines of business. We focus on selectively acquiring premier independent regional operators to create platforms in new markets, followed by tuck-in acquisitions to help increase density and scale. Integration of these acquisitions with our existing platform is a key factor to our success, along with continuing to identify and act upon these attractive consolidation opportunities.

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In addition, successful execution of acquisitions opens new markets to us, provides us with new opportunities to realize cross-selling opportunities and drives procurement and cost synergies across our operations.

Driving Operating Cost Efficiencies

We provide our services through a strategically-located network of facilities in Canada and in the U.S. In each of our geographic markets, our strong competitive position is supported by and depends on the significant capital investment required to replicate our network infrastructure and asset base, as well as by stringent permitting and regulatory compliance requirements. Our continued success also depends on our ability to leverage our scalable network to attract and retain customers across service lines, realize operational efficiencies and extract procurement and cost synergies.

It is also key that we continue to leverage our scalable capabilities to drive operating margin expansion and realize cost synergies. This includes using the capacity of our existing facilities, technology processes and people to support future growth and provide economies of scale, as well as increasing route density and servicing new contract wins with our existing network of assets and fleet to enhance the profitability of each of our business lines.

Our success also depends on our ability to continue to make strategic investments in our business, including substantial capital investments in our facilities, technology processes and administrative capabilities to support our future growth. Our ability to improve our operating margins and our selling, general and administrative expense margins by maintaining strong discipline in our cost structure and regularly reviewing our practices to manage expenses and increase efficiency will also impact our operating results.

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2.    Operating Results

Analysis of results for the three months ended March 31, 2024 compared to the three months ended March 31, 2023

The following table summarizes certain operating results and other financial data for the periods indicated, which have been derived from our Interim Financial Statements and related notes:

	Three months ended			Three months ended			Change
($ millions except per share amounts)	March 31, 2024			March 31, 2023			$			%
Revenue	$	1,801.4		$	1,799.1		$	2.3			0.1	%
Expenses
Cost of sales		1,504.2			1,554.6			(50.4	)		(3.2	)
Selling, general and administrative expenses		275.4			214.5			60.9			28.4
Interest and other finance costs		153.0			164.7			(11.7	)		(7.1	)
Gain on divestiture		—			(5.5	)		5.5			100.0
Other expenses		68.3			109.7			(41.4	)		(37.7	)
Share of net loss of investments accounted for using the equity method		30.6			21.0			9.6			45.7
Loss before income taxes		(230.1	)		(259.9	)		29.8			11.5
Income tax recovery		(53.6	)		(42.1	)		(11.5	)		(27.3	)
Net loss		(176.5	)		(217.8	)		41.3			19.0
Less: Net (loss) income attributable to non-controlling interests		(3.7	)		1.6			(5.3	)		(331.3	)
Net loss attributable to GFL Environmental Inc.		(172.8	)		(219.4	)		46.6			21.2
Loss per share, basic and diluted		(0.53	)		(0.66	)		0.13			19.7
Adjusted EBITDA(1)	$	455.7		$	440.5		$	15.2			3.5	%

		March 31, 2024		December 31, 2023		Change
Total assets	$	20,048.4	$	19,879.2	$	169.2
Total cash		70.0		135.7		(65.7	)
Total long-term debt		9,159.1		8,836.9		322.2
Total liabilities		12,662.7		12,493.0		169.7
Total shareholders’ equity	$	7,385.7	$	7,386.2	$	(0.5	)

(1) Adjusted EBITDA is a non-IFRS measure. Refer to the section entitled “Non-IFRS Financial Measures and Key Performance Indicators”.

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Revenue

The following table summarizes revenue by service type for the periods indicated:

	Three months ended March 31, 2024					Three months ended March 31, 2023(1)					Change
($ millions)	Revenue			%		Revenue			%		$			%
Residential	$	366.0		20.3	%	$	388.0		21.6	%	$	(22.0	)	(5.7	)%
Commercial/industrial		679.7		37.7			677.3		37.6			2.4		0.4
Total collection		1,045.7		58.0			1,065.3		59.2			(19.6	)	(1.8	)
Landfill		237.7		13.2			218.0		12.1			19.7		9.0
Transfer		176.2		9.8			172.5		9.6			3.7		2.1
Material recovery		90.2		5.0			83.8		4.6			6.4		7.6
Other		70.1		3.9			68.2		3.8			1.9		2.8
Solid Waste		1,619.9		89.9			1,607.8		89.3			12.1		0.8
Environmental Services		408.5		22.7			409.7		22.8			(1.2	)	(0.3	)
Intercompany revenue		(227.0	)	(12.6	)		(218.4	)	(12.1	)		(8.6	)	3.9
Revenue	$	1,801.4		100.0	%	$	1,799.1		100.0	%	$	2.3		0.1	%

(1) Includes reclassification of $30.5 million from Commercial/industrial and $29.2 million from Other into Environmental Services in the amount of $59.7 million.

On a consolidated basis, revenue for the three months ended March 31, 2024 increased by $2.3 million to $1,801.4 million, compared to the three months ended March 31, 2023. Excluding the impact of divestitures, revenue increased by $109.5 million. Highlights of the changes in revenue during the three months ended March 31, 2024, excluding the impact of divestitures, include:

● Solid Waste revenue increased by 8.8%, including 7.7% from core pricing, 4.6% from acquisitions completed since January 1, 2023 and 0.8% from higher commodity prices. Partially offsetting these increases were negative surcharges of 1.1% as a result of lower fuel costs and negative volume of 3.0%, attributable to lower event driven volume across our post collection operations, non-regrettable volume losses in our collection businesses and the purposeful exiting of non-core service offerings in certain Canadian markets.

● Environmental Services revenue decreased by 1.7% from the prior year period which included approximately $40.0 million of revenue associated with an unseasonably high level of industrial collection, processing and emergency response activity. Excluding the impact of this outsized activity, revenue increased by 10.0%, predominantly due to 8.5% from acquisitions completed since January 1, 2023 and higher soil volumes processed at our facilities. Offsetting these increases were lower industrial collection and processing activity resulting from unseasonably lower temperatures in the southern U.S., and unseasonably higher temperatures in the northern U.S. and Eastern Canada, the impact of lower energy prices and the continued rollover impact of a fire at one of our facilities.

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Cost of Sales

The following table summarizes cost of sales for the periods indicated:

	Three months ended March 31, 2024				Three months ended March 31, 2023				Change
($ millions)	Cost		% of Revenue		Cost		% of Revenue		$			%
Transfer and disposal costs	$	298.8	16.6	%	$	343.0	19.1	%	$	(44.2	)	(12.9	)%
Labour and benefits		424.0	23.5			408.9	22.7			15.1		3.7
Maintenance and repairs		185.4	10.3			184.0	10.2			1.4		0.8
Fuel		85.5	4.7			99.5	5.5			(14.0	)	(14.1	)
Other cost of sales		153.8	8.6			142.3	8.0			11.5		8.1
Subtotal		1,147.5	63.7			1,177.7	65.5			(30.2	)	(2.6	)
Depreciation expense		247.5	13.7			233.2	13.0			14.3		6.1
Amortization of intangible assets		108.7	6.0			138.8	7.7			(30.1	)	(21.7	)
Acquisition, rebranding and other integration costs		0.5	—			4.9	0.2			(4.4	)	(89.8	)
Cost of sales	$	1,504.2	83.4	%	$	1,554.6	86.4	%	$	(50.4	)	(3.2	)%

Cost of sales decreased by $50.4 million to $1,504.2 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, predominantly attributable to the impact of divestitures. For the three months ended March 31, 2024, transfer and disposal costs decreased primarily as a result of the changing business mix resulting from divestitures, non-regrettable volume losses and the outsized Environmental Services activity realized in the prior year period. Labour and benefit costs increased as a result of higher wage rates. Maintenance and repair costs increased as a result of additional fleet maintenance driven by delays in receiving new trucks and equipment due to supply chain constraints. Fuel costs decreased by $14.0 million to $85.5 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily as a result of a reduction in the price of fuel. An increase in risk management costs, particularly accident claim costs, contributed to the increase in other cost of sales. Cost of sales as a percentage of total revenue for the three months ended March 31, 2024 decreased by 300 basis points to 83.4%, compared to the three months ended March 31, 2023. Changes in the individual cost categories as a percentage of revenue were the result of the impact of changes in business mix, our pricing strategies, the realization of ongoing operating cost efficiencies and the reduction in the price of fuel, offset by inflationary cost pressures. Excluding depreciation expenses, amortization of intangible assets and acquisition, rebranding and other integration costs, cost of sales as a percentage of total revenue for the three months ended March 31, 2024 decreased by 180 basis points to 63.7%, compared to the three months ended March 31, 2023.

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Selling, General and Administrative Expenses (“SG&A”)

The following table summarizes SG&A for the periods indicated:

	Three months ended March 31, 2024				Three months ended March 31, 2023				Change
($ millions)	Cost		% of Revenue		Cost		% of Revenue		$			%
Salaries and benefits	$	128.8	7.1	%	$	105.7	5.9	%	$	23.1		21.9	%
Share-based payments		57.0	3.2			15.0	0.8			42.0		280.0
Other		76.0	4.2			75.2	4.2			0.8		1.1
Subtotal		261.8	14.5			195.9	10.9			65.9		33.6
Depreciation expense		7.5	0.4			6.6	0.3			0.9		13.6
Transaction costs		6.1	0.3			12.0	0.7			(5.9	)	(49.2	)
Selling, general and administrative expenses	$	275.4	15.2	%	$	214.5	11.9	%	$	60.9		28.4	%

SG&A increased by $60.9 million to $275.4 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase was attributable to incremental salaries, benefits and other third party costs associated with information technology infrastructure investments and other costs related to the number and size of businesses acquired since January 1, 2023. For the three months ended March 31, 2024, there was also an increase in discretionary costs such as travel expenses and share-based payments. SG&A as a percentage of revenue for the three months ended March 31, 2024 increased by 330 basis points to 15.2% compared to the three months ended March 31, 2023. Excluding depreciation expense and transaction costs, SG&A as a percentage of revenue for the three months ended March 31, 2024 increased by 360 basis points to 14.5%, compared to the three months ended March 31, 2023.

Interest and Other Finance Costs

The following table summarizes interest and other finance costs for the periods indicated:

	Three months ended		Three months ended		Change
($ millions)	March 31, 2024		March 31, 2023		$			%
Interest	$	134.7	$	134.7	$	—			—	%
Termination of hedged arrangements		—		8.7		(8.7	)		(100.0	)
Amortization of deferred financing costs		4.9		5.4		(0.5	)		(9.3	)
Accretion of landfill closure and post-closure obligations		9.1		7.7		1.4			18.2
Other finance costs		4.3		8.2		(3.9	)		(47.6	)
Interest and other finance costs	$	153.0	$	164.7	$	(11.7	)		(7.1	)%

Interest and other finance costs decreased by $11.7 million to $153.0 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The decrease was predominantly due to a non-recurring $8.7 million loss on extinguishment of hedged arrangements for the three months ended March 31, 2023.

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Other Expenses

The following table summarizes other expenses (income) for the periods indicated:

	Three months ended			Three months ended		Change
($ millions)	March 31, 2024			March 31, 2023		$			%
Loss on foreign exchange	$	74.9		$	5.3	$	69.6			1313.2	%
Mark-to-market loss on Purchase Contracts		—			104.3		(104.3	)		(100.0	)
(Gain) loss on sale of property and equipment		(2.1	)		0.1		(2.2	)		(2200.0	)
Other		(4.5	)		—		(4.5	)		—
Other expenses	$	68.3		$	109.7	$	(41.4	)		(37.7	)%

Other expenses decreased by $41.4 million to $68.3 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The decrease was primarily due to a $104.3 million non-cash change on the revaluation of the Purchase Contracts for the three months ended March 31, 2023. Partially offsetting this decrease was a $69.6 million change in non-cash foreign exchange loss arising from the unhedged portion of our U.S. dollar denominated debt to Canadian dollars based on the foreign exchange rate as at March 31, 2024.

Share of Income of Investments

For the three months ended March 31, 2024, GFL’s share of loss and total comprehensive loss from associates was $33.9 million ($20.9 million for the three months ended March 31, 2023).

For the three months ended March 31, 2024, GFL’s share of income and total comprehensive income from joint ventures was $3.3 million (share of loss and total comprehensive loss of $0.1 million for the three months ended March 31, 2023).

Income Tax Recovery

Income tax recovery increased by $11.5 million to $53.6 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase was predominantly due to a non-cash foreign exchange loss for the three months ended March 31, 2024.

Our basis for recording deferred income tax assets is the availability of deferred income tax liabilities, which in certain taxable jurisdictions will offset these deferred income tax assets in the future. In other taxable jurisdictions, our basis for recording deferred income tax assets is forecasted taxable income for that jurisdiction, which we consider probable to occur.

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3. Operating Segment Results

Our main lines of business are the transporting, managing and recycling of solid and liquid waste and soil remediation services. Our operating segments are: Solid Waste, which includes hauling, landfill, transfer and material recovery facilities (“MRFs”); and Environmental Services, which includes liquid waste management and soil remediation services.

The results for our operating segments are presented in accordance with the same criteria used for the internal report prepared for the chief operating decision-maker (“CODM”) who is responsible for allocating the resources and assessing the performance of the operating segments. The CODM assesses the performance of the segments on several factors, including gross revenue, intercompany revenue, revenue and Adjusted EBITDA.

Analysis of results for the three months ended March 31, 2024 compared to the three months ended March 31, 2023

The following tables present revenue and Adjusted EBITDA by operating segment for the periods indicated. Gross revenue is calculated based on revenue before intercompany eliminations.

	Three months ended March 31, 2024
	Gross Revenue		Intercompany Revenue			Revenue		Adjusted EBITDA(1)
Solid Waste
Canada	$	492.5	$	(58.9	)	$	433.6	$	113.6
USA		1,127.4		(129.2	)		998.2		327.1
Solid Waste		1,619.9		(188.1	)		1,431.8		440.7
Environmental Services		408.5		(38.9	)		369.6		81.3
Corporate		—		—			—		(66.3	)
	$	2,028.4	$	(227.0	)	$	1,801.4	$	455.7

(1) Adjusted EBITDA is a non-IFRS measure. Refer to the section entitled “Non-IFRS Financial Measures and Key Performance Indicators”.

	Three months ended March 31, 2023
	Gross Revenue(1)		Intercompany Revenue(2)			Revenue(3)		Adjusted EBITDA(4)
Solid Waste
Canada	$	459.5	$	(56.9	)	$	402.6	$	100.8
USA		1,148.3		(127.7	)		1,020.6		314.1
Solid Waste		1,607.8		(184.6	)		1,423.2		414.9
Environmental Services		409.7		(33.8	)		375.9		82.8
Corporate		—		—			—		(57.2	)
	$	2,017.5	$	(218.4	)	$	1,799.1	$	440.5

(1) Includes reclassification of $9.9 million from Solid Waste Canada and $49.8 million from Solid Waste USA into Environmental Services in the amount of $59.7 million.

(2) Includes reclassification of $0.7 million from Solid Waste USA into Environmental Services.

(3) Includes reclassification of $9.9 million from Solid Waste Canada and $49.1 million from Solid Waste USA into Environmental Services in the amount of $59.0 million.

(4) Adjusted EBITDA is a non-IFRS measure. Refer to the section entitled “Non-IFRS Financial Measures and Key Performance Indicators”. Includes reclassification of $0.7 million from Solid Waste Canada and $21.4 million from Solid Waste USA into Environmental Services in the amount of $22.1 million

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Solid Waste — Canada Operating Segment

Revenue increased by $31.0 million to $433.6 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase was due to acquisitions completed since January 1, 2023 which contributed approximately $3.3 million of revenue, $29.3 million from price increases, and $5.4 million from higher selling prices for the saleable commodities generated from our MRF operations. Price increases were higher than the three months ended March 31, 2023, as a result of the continued execution of our pricing strategies and strong consumer price index (“CPI”) adjustments on certain municipal contracts. The increase was partially offset by $1.8 million from lower surcharges attributable to lower fuel prices. Volume decreased revenue by $5.1 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, predominantly from lower volumes in our post collection businesses, non-regrettable volume losses in our collection businesses as well as the impact of the purposeful exiting of non-core service offerings.

Adjusted EBITDA increased by $12.8 million to $113.6 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, predominantly attributable to the previously described change in revenue. Adjusted EBITDA margin for the three months ended March 31, 2024 was 26.2%, an increase of 120 basis points compared to the three months ended March 31, 2023. The increase was predominantly attributable to organic margin expansion resulting from pricing strategies and realization of ongoing operating cost efficiencies, higher commodity prices, in addition to the reduction in the price of fuel. Partially offsetting this increase was the impact of increased labour wage rates as well as increased maintenance and repairs costs driven by inflationary cost pressures and delays associated with supply chain constraints. Increased cost of risk management and the lower volume of higher margin post collection volumes also negatively impacted Adjusted EBITDA margin. The incremental revenue from acquisitions contributed Adjusted EBITDA margin lower than the existing base business, negatively impacting the overall Adjusted EBITDA margin.

Solid Waste — USA Operating Segment

Revenue decreased by $22.4 million to $998.2 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Excluding the impact of divestitures, revenue increased by $84.8 million. The increase was predominantly due to acquisitions completed since January 1, 2023, which contributed approximately $57.2 million of revenue, $72.2 million from price increases, and $4.7 million from higher selling prices for the saleable commodities generated from our MRF operations. The increase was partially offset by $12.0 million from lower surcharges attributable to lower fuel prices. Volume decreased revenue by $35.0 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, predominantly from non-regrettable volume losses in our collection businesses. Changes in the foreign exchange rate decreased revenue by $2.3 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023.

Adjusted EBITDA increased by $13.0 million to $327.1 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, predominantly attributable to an increase in Adjusted EBITDA margin, which was 32.8% for the three months ended March 31, 2024, an increase of 200 basis points compared to the three months ended March 31, 2023. The increase was predominantly attributable to organic margin expansion resulting from pricing strategies and realization of ongoing operating cost efficiencies, higher commodity prices, contribution from the sale of renewable natural gas (“RNG”), in addition to the reduction in the price of fuel. Partially offsetting this increase was the impact of increased labour wage rates as well as increased maintenance and repairs costs driven by inflationary cost pressures. Increased cost of risk management also negatively impacted Adjusted EBITDA margin. The net impact of revenue from acquisitions and divestitures contributed Adjusted EBITDA margin lower than existing base business, negatively impacting the overall Adjusted EBITDA margin.

Environmental Services Operating Segment

Revenue decreased by $6.3 million to $369.6 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The prior year period included approximately $40.0 million of revenue associated with an unseasonably high level of industrial collection, processing and emergency response activity. Excluding the impact of this outsized activity, revenue increased by $33.7 million. Acquisitions completed since January 1, 2023 contributed approximately $31.8 million in increased revenue and incremental revenue from higher soil volumes processed at our facilities also increased revenue. Partially offsetting these increases was reduced volumes associated with the unseasonably lower temperatures in the southern U.S. and unseasonably higher temperatures in the northern U.S. and Eastern Canada, the impact of lower energy prices and the continued rollover impact of a fire at one of our facilities. The decrease was partially offset by higher soil volumes processed at our facilities. Changes in the foreign exchange rate decreased revenue by $0.2 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023.

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Adjusted EBITDA decreased by $1.5 million to $81.3 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, predominantly attributable to the previously described change in revenue. Adjusted EBITDA margin was 22.0% for both the three months ended March 31, 2024 and March 31, 2023. Pricing strategies, variable cost controls, and the reduction in the price of fuel, offset by lower UMO selling prices and lower collection and processing activity impacted Adjusted EBITDA margin for the three months ended March 31, 2024. In addition, increased labour wage rates as well as maintenance and repairs costs driven by inflationary cost pressures and delays associated with supply chain constraints negatively impacted Adjusted EBITDA margin. The incremental revenue from acquisitions contributed Adjusted EBITDA margins higher than the existing base business, positively impacting the overall Adjusted EBITDA margin.

Corporate

Corporate costs increased by $9.1 million to $66.3 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase was primarily attributable to information technology infrastructure investments, including salaries, benefits and third party costs required and additional headcount and overhead costs to support the growth in the business. Corporate costs as a percentage of total revenue were 3.7% for the three months ended March 31, 2024, an increase of 50 basis points compared to the three months ended March 31, 2023.

4. Liquidity and Capital Resources

We intend to meet our currently anticipated capital requirements through cash flows from operations and borrowing capacity under our Revolving Credit Facility (defined below). We expect that these sources will be sufficient to meet our current operating capital needs, pay our dividends and fund certain tuck-in acquisitions consistent with our strategy.

Cash Flows

Cash flows for the three months ended March 31, 2024 compared to the three months ended March 31, 2023

	Three months ended			Three months ended			Change
($ millions)	March 31, 2024			March 31, 2023			$			%
Cash flows from operating activities	$	263.2		$	192.5		$	70.7			36.7	%
Cash flows used in investing activities		(393.9	)		(481.7	)		87.8			18.2
Cash flows from financing activities		65.0			286.8			(221.8	)		(77.3	)
Decrease in cash		(65.7	)		(2.4	)
Changes due to foreign exchange revaluation of cash		—			(6.7	)
Cash, beginning of period		135.7			82.1
Cash, end of period	$	70.0		$	73.0

Operating Activities

Cash flows from operating activities increased by $70.7 million to $263.2 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. This increase was predominantly attributable to an increase in EBITDA for the three months ended March 31, 2024 and a $39.1 million decrease of cash interest paid on outstanding long-term debt due to the cadence of cash interest payments.

Changes in non-cash working capital items resulted in a use of cash of $53.2 million for the three months ended March 31, 2024, compared to $65.8 million for the three months ended March 31, 2023. Refer to Note 13 in our Interim Financial Statements for details.

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Investing Activities

Cash flows used in investing activities decreased by $87.8 million to $393.9 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The decrease was predominantly related to acquisition and investment expenditures which decreased by $112.6 million to $111.6 million. The decrease was also due to $6.3 million of distributions received from joint ventures. Partially offsetting this decrease was an increase in capital expenditures of $25.6 million to $296.3 million, primarily driven by growth in the business. The decrease was further offset by proceeds of disposals of assets and other which decreased by $5.5 million to $7.7 million.

Financing Activities

Cash flows from financing activities decreased by $221.8 million to $65.0 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The decrease was primarily the result of a $207.9 million net change in long-term debt. The decrease was also due to an increase in lease payments of $19.9 million and a decrease in proceeds from the termination of hedged arrangements of $17.3 million. Partially offsetting the decrease was the absence of a $15.7 million repayment of Amortizing Notes that occurred in three months ended March 31, 2023 and a decrease of $11.7 million related to the payment of financing costs.

Available Sources of Liquidity

The following table summarizes our cash and amounts available under our Revolving Credit Facility as of the dates indicated:

	As at March 31, 2024		As at December 31, 2023
Cash on hand	$	70.0	$	135.7
Amounts available under our Revolving Credit Facility(1)		813.2		883.2
	$	883.2	$	1,018.9

(1) Amounts available under our Revolving Credit Facility are comprised of the aggregate total capacity available under the Revolving Credit Facility, less amounts drawn and letters of credit.

Under our amended and restated revolving credit agreement dated as of December 29, 2023 (the “Revolving Credit Agreement”), we have access to a $1,205.0 million revolving credit facility (available in Canadian and US dollars) and an aggregate US$75.0 million in revolving credit facilities (available in US dollars) (collectively, the “Revolving Credit Facility”).

As at March 31, 2024, we had $276.1 million drawn under the Revolving Credit Facility ($184.9 million as at December 31, 2023).

Our Revolving Credit Agreement contains a Total Net Funded Debt to Adjusted EBITDA and an Interest Coverage Ratio (each as defined in the Revolving Credit Agreement) financial maintenance covenant.

The Total Net Funded Debt to Adjusted EBITDA ratio to be maintained is equal to or less than 6.00 to 1.00 for a period of four complete fiscal quarters following completion of a Material Acquisition and at all other times, equal to or less than 5.75 to 1.00. The Interest Coverage Ratio must be equal to or greater than 3.00 to 1.00. As at March 31, 2024 and December 31, 2023, we were in compliance with these covenants.

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Contractual Obligations

Our contractual obligations consist of principal repayments and interest on long-term debt, lease obligations and other. Our contractual obligations and commitments as at March 31, 2024 are shown in the table below:

($ millions)	Total		Less than 1 year		1-3 year		4-5 year		Thereafter
Long-term debt	$	8,779.1	$	9.9	$	2,667.2	$	2,985.5	$	3,116.5
Interest on long-term debt		1,876.1		457.4		767.7		465.1		185.9
Lease obligations		615.6		89.8		221.6		71.3		232.9
Other		391.3		—		18.0		373.3		—
	$	11,662.1	$	557.1	$	3,674.5	$	3,895.2	$	3,535.3

Other Commitments

We had letters of credit totaling approximately $217.4 million outstanding as at March 31, 2024 ($236.1 million as at December 31, 2023), which are not recognized in our Interim Financial Statements. These letters of credit primarily relate to performance-based requirements under our municipal contracts and financial assurances issued to government agencies for our operating permits.

As at March 31, 2024, we had issued performance bonds totaling $1,779.2 million ($1,681.7 million as at December 31, 2023).

5. Summary of Quarterly Results

The following table summarizes the results of our operations for the eight most recently completed quarters:

	31-Mar			31-Dec			30-Sep		30-Jun		31-Mar			31-Dec			30-Sep			30-Jun
($ millions except per share amounts)	2024			2023			2023		2023		2023			2022			2022			2022
Financial Summary
Revenue	$	1,801.4		$	1,882.8		$	1,890.0	$	1,943.6	$	1,799.1		$	1,821.2		$	1,831.2		$	1,707.5
Adjusted EBITDA(1)		455.7			492.2			530.3		540.7		440.5			439.8			473.3			453.3
Net (loss) income		(176.5	)		(62.1	)		18.3		293.8		(217.8	)		(219.1	)		(183.7	)		82.6
(Loss) income per share, basic		(0.53	)		(0.21	)		—		0.74		(0.66	)		(0.66	)		(0.55	)		0.17
(Loss) income per share, diluted		(0.53	)		(0.21	)		—		0.72		(0.66	)		(0.66	)		(0.55	)		0.17

(1) Adjusted EBITDA is a non-IFRS measure. Refer to section entitled “Non-IFRS Financial Measures and Key Performance Indicators”

Over the last eight quarters our results were primarily impacted by our pricing initiatives, cost controls, overall operating leverage, inflationary cost pressures, acquisitions, divestitures and associated financing activities. Additionally, our results are influenced by seasonality and tend to be lower in the first quarter of the year, primarily due to winter weather conditions, which are pronounced in Canada, and higher in the second and third quarters of the year, due to the higher volume of waste generated during the summer months in many of our solid waste markets.

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6. Key Risk Factors

We are exposed to a number of risks through the pursuit of our strategic objectives and the nature of our operations which are outlined in the “Risk Factors” section of our AIF. We are also subject to the following financial risks.

Financial Instruments and Financial Risk

Our financial instruments consist of cash, trade accounts receivable, trade accounts payable and long-term debt, including related hedging instruments. The carrying value of our financial assets are equal to their fair values.

The carrying value of our financial liabilities approximate their fair values with the exception of our outstanding Notes. The following table summarizes the fair value hierarchy for these instruments for the periods indicated:

	Fair Value as at March 31, 2024						Fair Value as at December 31, 2023
($ millions)	Quoted prices in active market (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Quoted prices in active market (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Notes	$	—	$	7,224.7	$	—	$	—	$	7,087.5	$	—

Net derivative instruments are recorded at fair value and classified within Level 2.

For more information on our financial instruments, including hedging arrangements, and related financial risk factors, see our Interim Financial Statements.

7. Internal Control over Financial Reporting

All control systems, no matter how well designed, have inherent limitations. Accordingly, even disclosure controls and procedures and internal controls over financial reporting determined to be effective can only provide reasonable assurance of achieving their control objectives with respect to financial statement preparation and presentation. Management, under the supervision of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over GFL’s financial reporting, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. During the three months ended March 31, 2024, there were no changes in GFL’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

8. Other

Related Party Transactions

After the payment of the semi-annual instalment of $2.9 million, the remaining principal outstanding on the note payable to Sejosa Holdings Inc. (an entity controlled by Patrick Dovigi) was $5.8 million as at March 31, 2024 ($8.7 million as at December 31, 2023).

For the three months ended March 31, 2024, we paid $2.5 million ($1.9 million for the three months ended March 31, 2023) in aggregate lease payments to related parties.

For the three months ended March 31, 2024, we entered into transactions with Green Infrastructure Partners Inc. (“GIP”) which resulted in revenue of $7.1 million ($5.3 million for the three months ended March 31, 2023) and net receivables of $10.3 million as at March 31, 2024 ($10.9 million as at December 31, 2023).

On March 26, 2024, we entered into a limited guarantee of GIP’s obligation to satisfy certain covenants under its revolving credit facility up to a maximum liability of $25.0 million.

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Current Share Information

Our current authorized share capital consists of (i) an unlimited number of subordinate voting shares, (ii) an unlimited number of multiple voting shares, and (iii) an unlimited number of preferred shares.

As at March 31, 2024, we had 364,658,285 subordinate voting shares, 11,812,964 multiple voting shares, 24,967,414 Series A perpetual convertible preferred shares (“Series A Preferred Shares”), and 8,196,721 Series B perpetual convertible preferred shares (“Series B Preferred Shares”) issued and outstanding. The Series A Preferred Shares and Series B Preferred Shares are collectively referred to as the “Preferred Shares”. All of the issued and outstanding multiple voting shares are, directly or indirectly, held or controlled by entities controlled by Patrick Dovigi.

As at March 31, 2024, (a) the Series A Preferred Shares are convertible into 26,546,040 subordinate voting shares, at a conversion price of US$25.18, representing 6.7% of the issued and outstanding subordinate voting shares and 5.1% of the aggregate outstanding voting rights, and (b) the Series B Preferred Shares are convertible into 7,833,464 subordinate voting shares, at a conversion price of US$43.89, representing 2.0% of the issued and outstanding subordinate voting shares and 1.5% of the aggregate outstanding voting rights. The holders of the Preferred Shares are entitled to vote on an as-converted basis on all matters on which holders of subordinate voting shares and multiple voting shares vote, and to the greatest extent possible, will vote with the holders of subordinate voting shares and multiple voting shares as a single class. Each holder of Preferred Shares shall be deemed to hold, for the sole purpose of voting at any meeting of shareholders of GFL at which such holder is entitled to vote, the number of Preferred Shares equal to the number of subordinate voting shares into which such holder’s registered Preferred Shares are convertible as of the record date for the determination of shareholders entitled to vote at such shareholders meeting. The liquidation preference of the Series A Preferred Shares and Series B Preferred Shares accrete at a rate of 7.000% and 6.000% per annum, respectively, compounded quarterly. From and after December 31, 2024 (in the case of the Series A Preferred Shares) or December 31, 2025 (in the case of the Series B Preferred Shares), GFL will have the option each quarter to redeem a number of Preferred Shares in an amount equal to the increase in the liquidation preference for the quarter. This optional redemption amount can be satisfied in either cash or subordinate voting shares at the election of GFL. If GFL elects to pay the optional redemption amount for a particular quarter in cash, the accretion rate for that quarter for the Series A Preferred Shares and Series B Preferred Shares will be 6.000% and 5.000% per annum, respectively. The Preferred Shares are subject to transfer restrictions, but can be converted into subordinate voting shares by the holder at any time. GFL may also require the conversion or redemption of the Preferred Shares at an earlier date in certain circumstances.

Normal Course Issuer Bid

On May 10, 2023, the TSX accepted our notice of intention to renew our normal course issuer bid (“NCIB”) during the twelve-month period commencing on May 12, 2023 and ending May 11, 2024. Under the NCIB, a maximum of 17,867,120 subordinate voting shares may be repurchased by GFL representing approximately 5.0% of the issued and outstanding subordinate voting shares as at May 2, 2023. Purchases will be made by means of open market transactions on both the TSX and NYSE or alternative trading systems, if eligible, or by such other means as a securities regulatory authority may permit. Under the NCIB, GFL will be allowed to purchase daily, through the facilities of the TSX, a maximum of 66,937 subordinate voting shares, representing 25% of the average daily trading volume, as calculated per the TSX rules for the six month period starting on November 1, 2022 to April 30, 2023. All subordinate voting shares repurchased by GFL under the NCIB will be cancelled. For the three months ended March 31, 2024 and March 31, 2023, we did not repurchase any subordinate voting shares under the NCIB or the previous NCIB, which expired on May 11, 2023. A copy of GFL’s notice of intention to commence a normal course issuer bid through the facilities of the TSX may be obtained, without charge, by contacting GFL.

Additional Information

Additional information relating to GFL, including our most recent annual and quarterly reports, are available on SEDAR+ at http://www.sedarplus.ca  and on Edgar at www.sec.gov/edgar.

9.     Accounting Policies, Critical Accounting Estimates and Judgments

We prepare our consolidated financial statements in accordance with IFRS. Our significant accounting policies and significant accounting estimates, assumptions and judgments are contained in the Annual Financial Statements.

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Significant Accounting Estimates, Assumptions and Judgments

The preparation of our Interim Financial Statements requires management to make estimates and use judgment that affect the reported amounts of revenue, expenses, assets, liabilities and accompanying disclosures. Accordingly, actual results may differ from estimated amounts as future confirming events occur. Significant estimates and judgments used in the preparation of our Interim Financial Statements are described in our Annual Financial Statements.

Since the date of our Annual MD&A, there were no material changes to the significant accounting estimates, assumptions and judgments. See the section entitled “Significant Accounting Estimates, Assumptions and Judgments” in our Annual MD&A.

Landfill Asset

The following table summarizes landfill amortization expense for the periods indicated:

	Three months ended March 31, 2024		Year ended December 31, 2023
Amortization of landfill airspace ($ millions)	$	67.1	$	283.8
Tonnes received (millions of tonnes)		4.9		20.5
Average landfill amortization per tonne	$	13.7	$	13.8

Landfill Capacity and Depletion

As of March 31, 2024, we had 335.3 million tonnes (340.2 million tonnes for the year ended December 31, 2023) of remaining permitted capacity at the landfills we own and at the landfill in Quebec where we have designated access to a fixed level of capacity. As of March 31, 2024, eighteen of our landfills satisfied the criteria for inclusion of probable expansion capacity, resulting in additional expansion capacity of 176.7 million tonnes (176.7 million tonnes as of December 31, 2023), and together with remaining permitted capacity, our total remaining capacity is 512.0 million tonnes (516.9 million tonnes as of December 31, 2023). Based on total capacity as of March 31, 2024 and projected annual disposal volumes, the weighted average remaining life of the landfills we own and at the landfill in Quebec where we have designated access to a fixed level of capacity is approximately 24.3 years (24.6 years as of December 31, 2023). We have other expansion opportunities that could extend the weighted average remaining life of our landfills.

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10. Non-IFRS Financial Measures and Key Performance Indicators

This MD&A makes reference to certain non-IFRS measures, including EBITDA, Adjusted EBITDA and Adjusted EBITDA margin. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. Rather, these non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

EBITDA

EBITDA represents, for the applicable period, net income (loss) plus (a) interest and other finance costs, plus (b) depreciation and amortization of property and equipment, landfill assets and intangible assets, plus (less) (c) the provision (recovery) for income taxes, in each case to the extent deducted or added to/from net income (loss). We present EBITDA to assist readers in understanding the mathematical development of Adjusted EBITDA. Management does not use EBITDA as a financial performance metric.

Adjusted EBITDA

Adjusted EBITDA is a supplemental measure used by management and other users of our financial statements including, our lenders and investors, to assess the financial performance of our business without regard to financing methods or capital structure. Adjusted EBITDA is also a key metric that management uses prior to execution of any strategic investing or financing opportunity. For example, management uses Adjusted EBITDA as a measure in determining the value of acquisitions, expansion opportunities, and dispositions. In addition, Adjusted EBITDA is utilized by financial institutions to measure borrowing capacity. Adjusted EBITDA is calculated by adding and deducting, as applicable from EBITDA, certain expenses, costs, charges or benefits incurred in such period which in management’s view are either not indicative of underlying business performance or impact the ability to assess the operating performance of our business, including: (a) (gain) loss on foreign exchange, (b) (gain) loss on sale of property and equipment, (c) mark-to-market (gain) loss on Purchase Contracts, (d) share of net (income) loss of investments accounted for using the equity method for associates, (e) share-based payments, (f) (gain) loss on divestiture, (g) transaction costs, (h) acquisition, rebranding and other integration costs (included in cost of sales related to acquisition activity) and (i) other. We use Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis reflecting factors and trends affecting our business. As we continue to grow our business, we may be faced with new events or circumstances that are not indicative of our underlying business performance or that impact the ability to assess our operating performance.

Adjusted EBITDA Margin

Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue. Management and other users of our financial statements including our lenders and investors use Adjusted EBITDA margin to facilitate a comparison of the operating performance of each of our operating segments on a consistent basis reflecting factors and trends affecting our business.

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Net Loss to Adjusted EBITDA Reconciliation

The table below provides the reconciliation of our net loss to EBITDA and Adjusted EBITDA for the periods indicated:

($ millions)	Three months ended March 31, 2024			Three months ended March 31, 2023
Net loss		(176.5	)		(217.8	)
Add:
Interest and other finance costs		153.0			164.7
Depreciation of property and equipment		255.0			239.8
Amortization of intangible assets		108.7			138.8
Income tax recovery		(53.6	)		(42.1	)
EBITDA		286.6			283.4
Add:
Loss on foreign exchange(1)		74.9			5.3
(Gain) loss on sale of property and equipment		(2.1	)		0.1
Mark-to-market loss on Purchase Contracts(2)		—			104.3
Share of net loss of investments accounted for using the equity method(3)		37.2			21.0
Share-based payments(4)		57.0			15.0
Gain on divestiture(5)		—			(5.5	)
Transaction costs(6)		6.1			12.0
Acquisition, rebranding and other integration costs(7)		0.5			4.9
Other		(4.5	)		—
Adjusted EBITDA	$	455.7		$	440.5

(1) Consists of (i) non-cash gains and losses on foreign exchange and interest rate swaps entered into in connection with our debt instruments and (ii) gains and losses attributable to foreign exchange rate fluctuations.

(2) This is a non-cash item that consists of the fair value “mark-to-market” adjustment on the Purchase Contracts.

(3) Excludes share of net income of investments accounted for using the equity method for RNG projects.

(4) This is a non-cash item and consists of the amortization of the estimated fair value of share-based payments granted to certain members of management under share-based payment plans.

(5) Consists of loss or gain resulting from the divestiture of certain assets.

(6) Consists of acquisition, integration and other costs such as legal, consulting and other fees and expenses incurred in respect of acquisitions and financing activities completed during the applicable period. We expect to incur similar costs in connection with other acquisitions in the future and, under IFRS, such costs relating to acquisitions are expensed as incurred and not capitalized. This is part of SG&A.

(7) Consists of costs related to the rebranding of equipment acquired through business acquisitions. We expect to incur similar costs in connection with other acquisitions in the future. This is part of cost of sales.

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EX-99.3

Exhibit 99.3

Form 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Patrick Dovigi, certify the following:

1. Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of GFL Environmental Inc. (the “issuer”) for the interim period ended March 31, 2024.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings 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 the interim filings.

4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings

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

i. material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

ii. information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control Framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 N/A
5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 2, 2024

By:	/s/ Patrick Dovigi
	Patrick Dovigi
	Chief Executive Officer

EX-99.4

Exhibit 99.4

Form 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Luke Pelosi, certify the following:

1. Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of GFL Environmental Inc. (the “issuer”) for the interim period ended March 31, 2024.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings 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 the interim filings.

4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings

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

i. material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

ii. information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control Framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 N/A
5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 2, 2024

By:	/s/ Luke Pelosi
	Luke Pelosi
	Chief Financial Officer