EX-99.3


TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(UNAUDITED)


(in thousands of U.S. dollars)		As at			As at
	Note	March 31, 2025			December 31, 2024*
Assets
Cash and cash equivalents			16,433			-
Trade and other receivables			956,510			927,654
Inventoried supplies			17,187			17,962
Current taxes recoverable			14,561			11,996
Prepaid expenses			72,556			65,810
Assets held for sale			3,368			13,627
Current assets			1,080,615			1,037,049

Property and equipment	7		2,832,009			2,891,087
Right-of-use assets	8		516,911			536,748
Intangible assets	9		2,634,214			2,642,933
Investments	10		23,962			22,097
Other assets			21,329			22,188
Deferred tax assets			7,915			13,724
Non-current assets			6,036,340			6,128,777
Total assets			7,116,955			7,165,826

Liabilities
Bank indebtedness			-			6,777
Trade and other payables			677,131			639,190
Current taxes payable			17,456			11,995
Provisions	14		97,822			99,540
Other financial liabilities			12,604			15,220
Long-term debt	11		90,623			93,453
Lease liabilities	12		149,841			152,449
Current liabilities			1,045,477			1,018,624

Long-term debt	11		2,309,270			2,309,428
Lease liabilities	12		405,162			421,213
Employee benefits			67,575			70,456
Provisions	14		161,790			159,936
Other financial liabilities			1,488			4,466
Deferred tax liabilities			494,933			508,428
Non-current liabilities			3,440,218			3,473,927
Total liabilities			4,485,695			4,492,551

Equity
Share capital	15		1,142,125			1,135,500
Contributed surplus	15, 17		21,272			30,971
Accumulated other comprehensive loss			(324,330	)		(331,903	)
Retained earnings			1,792,193			1,838,707
Total equity			2,631,260			2,673,275

Contingencies, letters of credit and other commitments	21
Subsequent events	22
Total liabilities and equity			7,116,955			7,165,826

* Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5b))

The notes on pages 6 to 21 are an integral part of these condensed consolidated interim financial statements.


TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)


(In thousands of U.S. dollars, except per share amounts)		Three months			Three months
		ended			ended
	Note	March 31, 2025			March 31, 2024

Revenue			1,714,493			1,611,501
Fuel surcharge			249,894			259,314
Total revenue			1,964,387			1,870,815

Materials and services expenses	18		989,000			938,808
Personnel expenses			607,445			562,580
Other operating expenses			112,310			104,858
Depreciation of property and equipment	7		87,891			64,491
Depreciation of right-of-use assets	8		41,927			35,302
Amortization of intangible assets	9		21,475			17,216
Gain on sale of rolling stock and equipment			(3,257	)		(3,811	)
(Gain) loss on derecognition of right-of-use assets			(73	)		30
Gain, net of impairment, on sale of assets
held for sale			(6,974	)		(215	)
Total operating expenses			1,849,744			1,719,259

Operating income			114,643			151,556

Finance (income) costs
Finance income	19		(228	)		(5,152	)
Finance costs	19		40,537			32,481
Net finance costs			40,309			27,329

Income before income tax			74,334			124,227
Income tax expense	20		18,302			31,380

Net income			56,032			92,847

Earnings per share
Basic earnings per share	16		0.67			1.10
Diluted earnings per share	16		0.66			1.09

The notes on pages 6 to 21 are an integral part of these condensed consolidated interim financial statements.


TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


(In thousands of U.S. dollars)	Three months			Three months
	ended			ended
	March 31, 2025			March 31, 2024

Net income		56,032			92,847

Other comprehensive income (loss)
Items that may be reclassified to income or loss in future periods:
Foreign currency translation differences		(838	)		603
Net investment hedge, net of tax		11,021			(36,086	)
Items directly reclassified to retained earnings:
Unrealized loss on investments in equity securities
measured at fair value through OCI, net of tax		(2,610	)		(7,516	)
Other comprehensive income (loss), net of tax		7,573			(42,999	)

Total comprehensive income		63,605			49,848

The notes on pages 6 to 21 are an integral part of these condensed consolidated interim financial statements.


TFI International Inc.	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
	PERIODS ended MARCH 31, 2025 and 2024 (UNAUDITED)


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

Balance as at December 31, 2024			1,135,500			30,971			(330,710	)		(1,193	)		1,838,707			2,673,275

Net income			-			-			-			-			56,032			56,032
Other comprehensive loss, net of tax			-			-			10,183			(2,610	)		-			7,573
Total comprehensive income (loss)			-			-			10,183			(2,610	)		56,032			63,605

Share-based payment transactions, net of tax	17		-			2,789			-			-			-			2,789
Stock options exercised, net of tax	15, 17		2,888			(458	)		-			-			-			2,430
Dividends to owners of the Company	15		-			-			-			-			(37,505	)		(37,505	)
Repurchase of own shares	15		(5,593	)		-			-			-			(50,579	)		(56,172	)
Net settlement of restricted share units
and performance share units, net of tax	15, 17		9,330			(12,030	)		-			-			(14,462	)		(17,162	)
Total transactions with owners, recorded directly in equity			6,625			(9,699	)		-			-			(102,546	)		(105,620	)

Balance as at March 31, 2025			1,142,125			21,272			(320,527	)		(3,803	)		1,792,193			2,631,260

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

Net income			-			-			-			-			92,847			92,847
Other comprehensive income, net of tax			-			-			(35,483	)		(7,516	)		-			(42,999	)
Realized loss on equity securities, net of tax			-			-			-			8,231			(8,231	)		-
Total comprehensive (loss) income			-			-			(35,483	)		715			84,616			49,848

Share-based payment transactions, net of tax	17		-			5,030			-			-			-			5,030
Stock options exercised, net of tax	15, 17		3,413			(712	)		-			-			-			2,701
Dividends to owners of the Company	15		-			-			-			-			(33,823	)		(33,823	)
Net settlement of restricted share units
and performance share units, net of tax	15, 17		16,852			(15,407	)		-			-			(29,167	)		(27,722	)
Total transactions with owners, recorded directly in equity			20,265			(11,089	)		-			-			(62,990	)		(53,814	)

Balance as at March 31, 2024			1,127,555			26,595			(235,779	)		472			1,668,601			2,587,444

The notes on pages 6 to 21 are an integral part of these condensed consolidated interim financial statements.


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


(In thousands of U.S. dollars)			Three months			Three months
			ended			ended
	Note		March 31, 2025			March 31, 2024

Cash flows from operating activities
Net income				56,032			92,847
Adjustments for:
Depreciation of property and equipment		7		87,891			64,491
Depreciation of right-of-use assets		8		41,927			35,302
Amortization of intangible assets		9		21,475			17,216
Share-based payment transactions		17		3,145			2,788
Net finance costs		19		40,309			27,329
Income tax expense		20		18,302			31,380
Gain on sale of property and equipment				(3,257	)		(3,811	)
(Gain) loss on derecognition of right-of-use assets				(73	)		30
Gain, net of impairment, on sale of assets held for sale				(6,974	)		(215	)
Employee benefits				(3,394	)		10,649
Provisions, net of payments				27			3,095
Net change in non-cash operating working capital		6		2,066			(34,994	)
Interest paid				(39,101	)		(25,899	)
Income tax paid				(24,817	)		(19,519	)
Net cash from operating activities				193,558			200,689

Cash flows used in investing activities
Purchases of property and equipment		7		(34,511	)		(77,539	)
Proceeds from sale of property and equipment				15,787			12,770
Proceeds from sale of assets held for sale				16,894			1,243
Purchases of intangible assets		9		(6,199	)		(462	)
Business combinations, net of cash acquired				2,247			(108,961	)
Purchases of investments				(4,755	)		-
Proceeds from sale of investments				-			19,068
Others				861			902
Net cash used in investing activities				(9,676	)		(152,979	)

Cash flows (used in) from financing activities
Net decrease in bank indebtedness				(6,777	)		-
Proceeds from long-term debt		11		-			500,000
Repayment of long-term debt		11		(48,592	)		(8,197	)
Net increase in revolving facilities		11		43,230			115,934
Repayment of lease liabilities		12		(40,870	)		(34,576	)
Decrease of other financial liabilities				(5,646	)		(2,850	)
Dividends paid				(38,190	)		(33,632	)
Repurchase of own shares		15		(56,172	)		-
Proceeds from exercise of stock options		15		2,430			2,701
Share repurchase for settlement of restricted share
units and performance share units				(16,774	)		(27,722	)
Net cash (used in) from financing activities				(167,361	)		511,658

Net change in cash and cash equivalents				16,521			559,368
Cash and cash equivalents, beginning of period				-			335,556
Effect of movements in exchange rates on
cash and cash equivalents				(88	)		7,448
Cash and cash equivalents, end of period				16,433			902,372

The notes on pages 6 to 21 are an integral part of these condensed consolidated interim financial statements.

Reporting entity

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

The condensed consolidated interim financial statements of the Company as at and for the three months ended March 31, 2025 and 2024 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”).

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

Basis of preparation

Statement of compliance

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

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on April 23, 2025.

Basis of measurement

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

•

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

•

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

•

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

•

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

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

Seasonality of interim operations

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

Functional and presentation currency

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

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

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

Use of estimates and judgments

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

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

In preparing these condensed consolidated interim financial statements, the significant judgments made by management applying the Group’s accounting policies and the key sources of estimation uncertainty are the same as those applied and described in the Group’s 2024 annual consolidated financial statements.

Material accounting policies

The accounting policies described in the Group’s 2024 annual consolidated financial statements have been applied consistently to all periods presented in these condensed consolidated interim financial statements, unless otherwise indicated in note 3. The accounting policies have been applied consistently by Group entities.

New standards and interpretations not yet adopted

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

Presentation and Disclosure in Financial Statements – IFRS 18

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

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

•

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

•

requiring disclosure about management performance measures (MPMs); and

•

adding new principles for aggregation and disaggregation of information

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

Segment reporting

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

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

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



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

(a)

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

(b)

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

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


	Less-
	Than-
	Truckload(2)			Truckload			Logistics		Corporate			Eliminations(2)			Total
Three months ended March 31, 2025
Revenue(1)		678,950			662,855			384,948		-			(12,260	)		1,714,493
Fuel surcharge(1)		136,794			94,913			20,737		-			(2,550	)		249,894
Total revenue(1)		815,744			757,768			405,685		-			(14,810	)		1,964,387
Operating income (loss)		47,123			48,778			31,233		(12,491	)		-			114,643
Selected items:
Materials and services expenses		338,759			404,848			272,314		(12,111	)		(14,810	)		989,000
Personnel expenses		323,540			202,203			61,355		20,347			-			607,445
Other operating expenses		55,555			28,056			24,968		3,731			-			112,310
Depreciation and
amortization		50,596			84,371			15,802		524			-			151,293
Gain (loss), net of
impairment on sale of
assets held for sale		(47	)		7,021			-		-			-			6,974
Intangible assets		401,152			1,502,828			727,812		2,422			-			2,634,214
Total assets		2,588,436			3,365,271			1,084,020		79,228			-			7,116,955
Total liabilities		781,602			821,229			334,249		2,548,733			(118	)		4,485,695
Additions to property
and equipment		11,121			22,840			68		-			-			34,029

Three months ended March 31, 2024(2)
Revenue(1)		783,520			397,732			441,905		-			(11,656	)		1,611,501
Fuel surcharge(1)		163,245			71,863			26,704		-			(2,498	)		259,314
Total revenue(1)		946,765			469,595			468,609		-			(14,154	)		1,870,815
Operating income (loss)		85,030			41,464			40,182		(15,120	)		-			151,556
Selected items:
Materials and services expenses		402,691			238,367			316,672		(4,768	)		(14,154	)		938,808
Personnel expenses		347,260			128,692			71,176		15,452			-			562,580
Other operating expenses		60,189			15,064			25,361		4,244			-			104,858
Depreciation and
amortization		52,604			48,946			15,267		192			-			117,009
Gain, net of
impairment on sale of
assets held for sale		213			(34	)		36		-			-			215
Intangible assets		428,823			882,191			764,566		64			-			2,075,644
Total assets		2,779,647			2,029,418			1,115,933		975,874			-			6,900,872
Total liabilities		863,045			472,866			321,933		2,655,709			(125	)		4,313,428
Additions to property
and equipment		54,886			21,772			728		153			-			77,539

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

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

Geographical information

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


	Less-
	Than-
	Truckload(1)		Truckload		Logistics		Eliminations(1)			Total
Three months ended March 31, 2025
Canada		264,780		283,218		60,240		(7,995	)		600,243
United States		550,964		474,550		345,445		(6,815	)		1,364,144
Total		815,744		757,768		405,685		(14,810	)		1,964,387

Three months ended March 31, 2024(1)
Canada		277,189		274,500		62,295		(8,176	)		605,808
United States		669,576		195,095		406,314		(5,978	)		1,265,007
Total		946,765		469,595		468,609		(14,154	)		1,870,815

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

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


	As at		As at
	March 31, 2025		December 31, 2024*
Property and equipment, right-of-use assets and intangible assets
Canada		2,195,750		2,213,562
United States		3,787,384		3,857,206
		5,983,134		6,070,768

* Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5b))

Business combinations

The Group acquired no businesses during 2025.

Adjustment to the provisional amounts of the prior year's for Daseke business combination

The 2024 annual consolidated financial statements included details of the Group’s business combinations and set out provisional fair values relating to the consideration and net assets of Daseke. This acquisition was accounted for under the provisions of IFRS 3.

As required by IFRS 3, the provisional fair values have been reassessed in the first quarter in light of information which existed at the acquisition date and was obtained during the measurement period following the acquisition. Consequently, the fair value of certain assets acquired, and liabilities assumed of Daseke have been adjusted retrospective to the date of acquisition as follows:


	Dec. 31 2024			Q1-2025
	Provisional			Measurement			Reassessed
	fair value			period adjustments			fair value
Cash and cash equivalents		46,242			-			46,242
Trade and other receivables		173,389			-			173,389
Inventoried supplies and prepaid expenses		20,997			-			20,997
Property and equipment		523,892			-			523,892
Right-of-use assets		107,676			-			107,676
Intangible assets		202,290			-			202,290
Other assets		3,093			-			3,093
Trade and other payables		(102,133	)		-			(102,133	)
Income tax receivable		8,669			(3,006	)		5,663
Employee benefits		(194	)		-			(194	)
Provisions		(57,923	)		(29,793	)		(87,716	)
Other non-current liabilities		(213	)		-			(213	)
Long-term debt		(314,670	)		-			(314,670	)
Lease liabilities		(107,676	)		-			(107,676	)
Deferred tax liabilities		(125,796	)		12,817			(112,979	)
Total identifiable net assets		377,643			(19,982	)		357,661
Total consideration transferred		816,958			-			816,958
Goodwill		439,315			19,982			459,297
Cash		816,958			-			816,958
Contingent consideration		-			-			-
Total consideration transferred		816,958			-			816,958

Contingent consideration

The contingent consideration balance at March 31, 2025 is $3.6 million (December 31, 2024 - $7.8 million) and is presented in other financial liabilities on the consolidated statements of financial position.

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

The 2024 annual consolidated financial statements included details of the Group’s business combinations and set out provisional fair values relating to the consideration paid and net assets acquired of various non-material acquisitions. These acquisitions were accounted for under the provisions of IFRS 3.

As required by IFRS 3, the provisional fair values have been reassessed in light of information which existed at the acquisition date and was obtained during the measurement period following the acquisitions. Consequently, the fair value of certain assets acquired, and liabilities assumed of the non-material acquisitions in fiscal 2024 have been adjusted and finalized in 2025. No material adjustments were required to the provisional fair values for these prior year's business combinations.

Additional cash flow information

Net change in non-cash operating working capital


	Three months			Three months
	ended			ended
	March 31, 2025			March 31, 2024
Trade and other receivables		(29,644	)		(20,229	)
Inventoried supplies		817			747
Prepaid expenses		(7,563	)		(4,723	)
Trade and other payables		38,456			(10,789	)
		2,066			(34,994	)

Property and equipment


		Land and			Rolling
	Note	buildings			stock			Equipment			Total
Cost
Balance at December 31, 2024			1,492,078			2,243,864			196,508			3,932,450
Additions through business combinations			-			1,168			-			1,168
Other additions			6,809			23,520			3,700			34,029
Disposals			(863	)		(37,688	)		(1,891	)		(40,442	)
Reclassification from assets held for sale			-			3,509			-			3,509
Effect of movements in exchange rates			3,218			5,556			1,083			9,857
Balance at March 31, 2025			1,501,242			2,239,929			199,400			3,940,571

Accumulated Depreciation
Balance at December 31, 2024			116,762			807,089			117,512			1,041,363
Depreciation			6,423			77,212			4,256			87,891
Disposals			(863	)		(25,263	)		(1,786	)		(27,912	)
Reclassification from assets held for sale			-			3,167			-			3,167
Effect of movements in exchange rates			468			2,826			759			4,053
Balance at March 31, 2025			122,790			865,031			120,741			1,108,562

Net carrying amounts
At December 31, 2024			1,375,316			1,436,775			78,996			2,891,087
At March 31, 2025			1,378,452			1,374,898			78,659			2,832,009

As at March 31, 2025, there are no amounts included in trade and other payables for the purchases of property and equipment (December 31, 2024 – $0.5 million).

Right-of-use assets


		Land and			Rolling
	Note	buildings			stock			Equipment			Total
Cost
Balance at December 31, 2024			700,985			331,892			5,469			1,038,346
Other additions			6,343			19,156			426			25,925
Derecognition*			(9,349	)		(16,114	)		(2,262	)		(27,725	)
Effect of movements in exchange rates			2,980			1,627			8			4,615
Balance at March 31, 2025			700,959			336,561			3,641			1,041,161

Depreciation
Balance at December 31, 2024			361,161			137,667			2,770			501,598
Depreciation			21,774			20,002			151			41,927
Derecognition*			(8,614	)		(12,073	)		(1,003	)		(21,690	)
Effect of movements in exchange rates			1,773			635			7			2,415
Balance at March 31, 2025			376,094			146,231			1,925			524,250

Net carrying amounts
At December 31, 2024			339,824			194,225			2,699			536,748
At March 31, 2025			324,865			190,330			1,716			516,911

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

Intangible assets


				Other intangible assets
								Non-
				Customer		Trademarks		compete		Information
Note	Goodwill			relationships		and other		agreements		technology			Total
Cost
Balance at December 31, 2024*		2,016,791			885,556		152,386		24,255		41,539			3,120,527
Additions through business combinations		(738	)		-		-		-		-			(738	)
Other additions		-			-		-		2,173		4,026			6,199
Extinguishments		-			-		-		-		(6,890	)		(6,890	)
Effect of movements in
exchange rates		6,397			2,047		187		107		107			8,845
Balance at March 31, 2025		2,022,450			887,603		152,573		26,535		38,782			3,127,943

Amortization and impairment losses
Balance at December 31, 2024		75,201			336,134		28,164		13,648		24,447			477,594
Amortization		-			15,631		2,376		993		2,475			21,475
Extinguishments		-			-		-		-		(6,890	)		(6,890	)
Effect of movements in
exchange rates		287			1,028		70		52		113			1,550
Balance at March 31, 2025		75,488			352,793		30,610		14,693		20,145			493,729

Net carrying amounts
At December 31, 2024*		1,941,590			549,422		124,222		10,607		17,092			2,642,933
At March 31, 2025		1,946,962			534,810		121,963		11,842		18,637			2,634,214

* Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5b))

10.

Investments


	As at		As at
	March 31, 2025		December 31, 2024
Level 1 investments		6,443		4,669
Level 2 investments		4,276		4,276
Level 3 investments		13,243		13,152
		23,962		22,097

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

During the three months ended March 31, 2024, the Group sold Level 1 investments for proceeds of $19.1 million resulting in a realized loss, net of tax, of $7.2 million on equity securities transferred from OCI to retained earnings.

11.

Long-term debt


	As at		As at
	March 31, 2025		December 31, 2024
Non-current liabilities
Unsecured revolving facilities		320,341		275,054
Unsecured term loan		174,682		199,609
Unsecured senior notes		1,652,802		1,652,742
Conditional sales contracts		157,567		178,052
Other long-term debt		3,878		3,971
		2,309,270		2,309,428

Current liabilities
Current portion of conditional sales contracts		90,255		93,087
Current portion of other long-term debt		368		366
		90,623		93,453

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


		Three months ended			Three months ended
	Note	March 31, 2025			March 31, 2024
Balance at beginning of period			2,402,881			1,884,182
Proceeds from long-term debt			-			500,000
Repayment of long-term debt			(48,592	)		(8,197	)
Net increase in revolving facilities			43,230			115,934
Amortization of deferred financing fees			402			360
Effect of movements in exchange rates			13,334			(41,004	)
Effect of movements in exchange rates - debt
designated as net investment hedge			(11,362	)		36,086
Balance at end of period			2,399,893			2,487,361

On March 22, 2024, the Group amended its revolving credit facility, including the addition of a $500.0 million term loan and an extension. Under the new amendment, the revolving credit facility was extended to March 22, 2027. The new agreement also provides the Company with a non-revolving term loan for $500.0 million maturing in 1 to 3 years, $100.0 million each in year one and year two and $300.0 million in year three. Based on certain ratios, the interest rate on the term loan is the sum of SOFR, plus an applicable margin, which can vary between 128 basis points and 190 basis points. The applicable margin on the credit facility was 1.65% at December 31, 2024. Deferred financing fees of $1.3 million were recognized on the increase. The amendment also included the adoption of the Canadian Interest Rate Benchmark Reform, resulting in the replacement of the banker’s acceptance rate in Canada with the Canadian Overnight Repo Rate Average (CORRA), a measure of the cost of overnight general collateral funding in Canadian Dollars using Government of Canada treasury bills and bonds as collateral for repurchase transactions. The change did not have a material impact on the Group’s financial statements.

The Group’s revolving facilities have a total size of $918.0 million (December 31, 2024 - $904.9 million) and an additional 176.2 million of credit availability (CAD $245 million and USD $5 million) (December 31, 2024 - $175.0 million). The additional credit is available under certain conditions under the Group’s syndicated revolving credit agreement.

The debt issuances described above are subject to certain covenants regarding the maintenance of financial ratios. These are the same covenants as previously required by the Company’s syndicated revolving credit agreement as described in note 25(f) of the 2024 annual audited consolidated financial statements.

12.

Lease liabilities


	As at		As at
	March 31, 2025		December 31, 2024
Current portion of lease liabilities		149,841		152,449
Long-term portion of lease liabilities		405,162		421,213
		555,003		573,662

The table below summarizes changes to the lease liabilities:


		Three months ended			Three months ended
	Note	March 31, 2025			March 31, 2024
Balance at beginning of period			573,662			460,158
Business combinations			-			9,161
Additions			25,925			31,374
Derecognition*			(6,108	)		(1,411	)
Repayment			(40,870	)		(34,576	)
Effect of movements in exchange rates			2,394			(7,562	)
Balance at end of period			555,003			457,144

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

Extension options

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

The lease liabilities include future lease payments of $7.4 million (December 31, 2024 – $7.3 million) related to extension options that the Group is reasonably certain to exercise.

The Group has estimated that the potential future lease payments, should it exercise the remaining extension options, would result in an increase in lease liabilities of $462.0 million (December 31, 2024 - $441.2 million).

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

Contractual cash flows

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


	As at
	March 31, 2025
Less than 1 year		172,923
Between 1 and 5 years		345,923
More than 5 years		114,885
		633,731

13.

Employee benefits

The Group has various benefit plans, mainly TForce Freight pension plans and TFI International pension plans, under which participants are entitled to benefits once participation requirements are satisfied. Additional information relating to the retirement benefit plans is provided in Note 15 - Employee benefits of the Group’s 2024 annual consolidated financial statements. Net periodic benefit cost and pension contributions are as follows for the TForce Freight pension plans:


	Three months		Three months
	ended		ended
	March 31, 2025		March 31, 2024
Current service cost		12,765		15,537
Net interest cost		244		394
Net periodic cost		13,009		15,931

Pension contributions		13,790		5,000

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

14.

Provisions


	Self-insurance		Other		Total
As at March 31, 2025
Current provisions		82,752		15,070		97,822
Non-current provisions		144,997		16,793		161,790
		227,749		31,863		259,612

As at December 31, 2024*
Current provisions		83,862		15,678		99,540
Non-current provisions		142,277		17,659		159,936
		226,139		33,337		259,476

* Recast for adjustments to provisional amounts of Daseke prior year’s business combination (see note 5b))

Self-insurance provisions represent the uninsured portion of outstanding claims at period-end. The current portion reflects the amount expected to be paid in the following year. Other provisions include mainly litigation provisions of $16.7 million (December 31, 2024 - $17.7 million) and environmental remediation liabilities of $3.6 million (December 31, 2024 - $3.5 million). Litigation provisions contain various

pending claims for which management used judgement and assumptions about future events. The outcomes will depend on future claim developments.

15.

Share capital and other components of equity

The following table summarizes the number of common shares issued:


(in number of shares)			Three months			Three months
			ended			ended
	Note		March 31, 2025			March 31, 2024
Balance, beginning of period				84,408,437			84,441,733
Repurchase and cancellation of own shares				(524,795	)		-
Stock options exercised		17		88,115			113,477
Balance, end of period				83,971,757			84,555,210

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


	Three months			Three months
	ended			ended
	March 31, 2025			March 31, 2024
Balance, beginning of period		1,135,500			1,107,290
Repurchase and cancellation of own shares		(5,593	)		-
Cash consideration of stock options exercised		2,430			2,701
Ascribed value credited to share capital on stock options exercised, net of tax		458			712
Issuance of shares on settlement of RSUs and PSUs, net of tax		9,330			16,852
Balance, end of period		1,142,125			1,127,555

Pursuant to the normal course issuer bid (“NCIB”) which began on November 2, 2024 and ends on November 1, 2025, the Company is authorized to repurchase for cancellation up to a maximum of 7,918,102 of its common shares under certain conditions. As at March 31, 2025, and since the inception of this NCIB, the Company has repurchased and cancelled 820,000 shares.

During three months ended March 31, 2025, the Company repurchased 524,795 common shares at a weighted average price of $107.04 per share for a total purchase price of $56.2 million relating to the current and prior NCIB. During three months ended March 31, 2024, the Company repurchased no common shares. The excess of the purchase price paid over the carrying value of the shares repurchased in the amount of $50.6 million (2024– nil) was charged to retained earnings as share repurchase premium.

16.

Earnings per share

Basic earnings per share

The basic earnings per share and the weighted average number of common shares outstanding have been calculated as follows:


(in thousands of dollars and number of shares)	Three months			Three months
	ended			ended
	March 31, 2025			March 31, 2024
Net income		56,032			92,847
Issued common shares, beginning of period		84,408,437			84,441,733
Effect of stock options exercised		28,235			33,444
Effect of repurchase of own shares		(256,957	)		-
Weighted average number of common shares		84,179,715			84,475,177

Earnings per share – basic (in dollars)		0.67			1.10

Diluted earnings per share

The diluted earnings per share and the weighted average number of common shares outstanding after adjustment for the effects of all dilutive common shares have been calculated as follows:


(in thousands of dollars and number of shares)	Three months		Three months
	ended		ended
	March 31, 2025		March 31, 2024
Net income		56,032		92,847
Weighted average number of common shares		84,179,715		84,475,177
Dilutive effect:
Stock options, restricted share units
and performance share units		344,303		872,866
Weighted average number of diluted common shares		84,524,018		85,348,043

Earnings per share - diluted (in dollars)		0.66		1.09

As at March 31, 2025, 122,238 stock options were excluded from the calculation of diluted earnings per share (March 31, 2024 – nil) as they were deemed to be anti-dilutive.

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

17.

Share-based payment arrangements

Stock option plan (equity-settled)

The Company offers a stock option plan for the benefit of certain of its employees. The maximum number of shares that can be issued upon the exercise of options granted under the current 2012 stock option plan is 5,979,201. Each stock option entitles its holder to receive one common share upon exercise. The exercise price payable for each option is determined by the Board of Directors at the date of grant, and may not be less than the volume weighted average trading price of the Company’s shares for the last five trading days immediately preceding the grant date. The options vest in equal installments over three years and the expense is recognized following the accelerated method as each installment is fair valued separately and recorded over the respective vesting periods. The table below summarizes the changes in the outstanding stock options:


(in thousands of options	Three months					Three months
and in dollars)				ended					ended
	March 31, 2025					March 31, 2024
				Weighted					Weighted
	Number			average		Number			average
	of			exercise		of			exercise
	options			price		options			price
Balance, beginning of period		278			31.44		790			29.17
Exercised		(88	)		30.19		(114	)		25.18
Balance, end of period		190			32.03		676			29.83
Options exercisable, end of period		190			32.03		676			29.83

The following table summarizes information about stock options outstanding and exercisable at March 31, 2025:


(in thousands of options and in dollars)		Options outstanding and exercisable
				Weighted
				average
		Number		remaining
		of		contractual life
Exercise prices		options		(in years)
	30.71		164		0.9
	40.41		26		2.3
			190		1.1

Of the options outstanding at March 31, 2025, a total of 172,771 (2024 – 252,736) are held by key management personnel.

The weighted average share price at the date of exercise for stock options exercised in three months ended March 31, 2025 was $90.85 (March 31, 2024 – $151.23).

No stock options were granted during 2025 and 2024 under the Company’s stock option plan.

Restricted share unit and performance share unit plans (equity-settled)

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

Restricted share units

On February 18, 2025, the Company granted a total of 61,829 RSUs under the Company’s equity incentive plan of which 38,566 were granted to key management personnel. The fair value of the RSUs is determined to be the share price fair value at the date of the grant and is recognized as a share-based compensation expense, through contributed surplus, over the vesting period. The fair value of the RSUs granted was $129.66 per unit.

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

The table below summarizes changes to the outstanding RSUs:


(in thousands of RSUs	Three months					Three months
and in dollars)				ended					ended
	March 31, 2025					March 31, 2024
				Weighted					Weighted
	Number			average		Number			average
	of			grant date		of			grant date
	RSUs			fair value		RSUs			fair value
Balance, beginning of period		158			115.34		192			93.62
Granted		62			129.66		46			135.00
Reinvested		-			-		1			93.54
Settled		(58	)		99.84		(71	)		70.71
Forfeited		(1	)		121.19		(3	)		112.69
Balance, end of period		161			126.40		165			114.67

The following table summarizes information about RSUs outstanding as at March 31, 2025:


(in thousands of RSUs and in dollars)		RSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		RSUs		(in years)
	157.51		1		0.8
	115.51		53		0.9
	157.51		1		0.9
	135.00		44		1.9
	129.66		62		2.9
			161		1.9

The weighted average share price at the date of settlement of the other RSUs vested in three months ended March 31, 2025 was $131.74 (March 31, 2024 – $133.74). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded RSUs, in the amount of $5.8 million (March 31, 2024 – $9.4 million), was charged to retained earnings as share repurchase premium.

In three months ended March 31, 2025, the Group recognized, as a result of RSUs, a compensation expense of $1.5 million (March 31, 2024 - $1.6 million) with a corresponding increase to contributed surplus.

Of the RSUs outstanding at March 31, 2025, a total of 103,779 (December 31, 2024 – 103,872) are held by key management personnel.

Performance share units

On February 18, 2025, the Company granted a total of 58,143 PSUs under the Company’s equity incentive plan of which 34,880 were granted to key management personnel. The fair value of the PSUs is determined using a Monte Carlo simulation model for the TSR portion and using management’s estimates for the absolute earnings before interest and income tax portion. The estimates related to the absolute earnings before interest and income tax portion are revised during the vesting period and the cumulative amount recognized at each reporting date is based on the number of equity instruments for which service and non-market performance conditions are expected to be satisfied. The share-based compensation expense is recognized, through contributed surplus, over the vesting period. The fair value of the PSUs granted was $135.51 per unit as at grant date and $135.51 per unit as at March 31, 2025.

On February 8, 2024, the Company granted a total of 45,850 PSUs under the Company’s equity incentive plan of which 30,842 were granted to key management personnel. The fair value of the PSUs is determined using a Monte Carlo simulation model for the TSR portion and using management’s estimates for the absolute earnings before interest and income tax portion. The estimates related to the absolute earnings before interest and income tax portion are revised during the vesting period and the cumulative amount recognized at each reporting date is based on the number of equity instruments for which service and non-market performance conditions are expected to be satisfied. The share-based compensation expense is recognized, through contributed surplus, over the vesting period. The fair value of the PSUs granted was $156.17 per unit as at grant date and $151.44 per unit as at March 31, 2025.

The table below summarizes changes to the outstanding PSUs:


(in thousands of PSUs	Three months					Three months
and in dollars)				ended					ended
	March 31, 2025					March 31, 2024
				Weighted					Weighted
	Number			average		Number			average
	of			grant date		of			grant date
	PSUs			fair value		PSUs			fair value
Balance, beginning of period		155			127.72		184			106.17
Granted		58			135.51		46			156.17
Reinvested		1			128.55		1			106.72
Settled		(71	)		100.52		(134	)		89.69
Added due to performance conditions		14			100.43		63			89.67
Forfeited		(1	)		134.12		(3	)		126.44
Balance, end of period		156			140.51		157			127.88

The following table summarizes information about PSUs outstanding as at March 31, 2025:


(in thousands of PSUs and in dollars)		PSUs outstanding
				Remaining
		Number of		contractual life
Grant date fair value		PSUs		(in years)
	135.15		53		0.9
	156.17		45		1.9
	135.51		58		2.9
			156		1.9

The weighted average share price at the date of settlement of the other PSUs vested in three months ended March 31, 2025 was $131.74 (March 31, 2024 – $133.74). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded PSUs, in the amount of $8.7 million, was charged to retained earnings as share repurchase premium (March 31, 2024 – $19.4 million).

In three months ended March 31, 2025, the Group recognized, as a result of PSUs, a compensation expense of $1.6 million (March 31, 2024 - $1.2 million) with a corresponding increase to contributed surplus.

Of the PSUs outstanding at March 31, 2025, a total of 100,093 (December 31, 2024 – 103,872) are held by key management personnel.

18.

Materials and services expenses

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


	Three months		Three months
	ended		ended
	March 31, 2025		March 31, 2024
Independent contractors		680,781		660,262
Vehicle operation expenses		308,219		278,546
		989,000		938,808

19.

Finance income and finance costs

Recognized in income or loss:


Costs (income)	Three months			Three months
	ended			ended
	March 31, 2025			March 31, 2024
Interest expense on long-term debt and amortization
of deferred financing fees		30,236			22,451
Interest expense on lease liabilities		6,527			5,055
Interest income		(228	)		(5,152	)
Net change in fair value and accretion expense
of contingent considerations		15			31
Net foreign exchange loss		245			1,268
Other financial expenses		3,514			3,676
Net finance costs		40,309			27,329
Presented as:
Finance income		(228	)		(5,152	)
Finance costs		40,537			32,481

20.

Income tax expense

Income tax recognized in income or loss:


	Three months			Three months
	ended			ended
	March 31, 2025			March 31, 2024
Current tax expense
Current period		27,739			34,759
Adjustment for prior periods		607			-
		28,346			34,759
Deferred tax expense (recovery)
Origination and reversal of temporary differences		(9,017	)		(4,091	)
Variation in tax rate		(715	)		(4	)
Adjustment for prior periods		(312	)		716
		(10,044	)		(3,379	)
Income tax expense		18,302			31,380

Reconciliation of effective tax rate :


	Three months					Three months
	ended					ended
	March 31, 2025					March 31, 2024
Income before income tax				74,334					124,227
Income tax using the Company’s
statutory tax rate		26.5	%	19,699			26.5	%	32,920

Increase (decrease) resulting from:
Rate differential between
jurisdictions		1.1	%	819			0.2	%	207
Variation in tax rate		-1.0	%	(715	)		0.0	%	(4	)
Non deductible expenses		2.4	%	1,769			0.8	%	933
Tax deductions and tax
exempt income		-5.2	%	(3,853	)		-2.9	%	(3,617	)
Adjustment for prior periods		0.4	%	295			0.6	%	716
Multi-jurisdiction tax		0.4	%	288			0.2	%	225
		24.6	%	18,302			25.3	%	31,380

21.

Contingencies, letters of credit and other commitments

Contingencies

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

Letters of credit

As at March 31, 2025, the Group had $129.9 million of outstanding letters of credit (December 31, 2024 - $129.8 million).

Other commitments

As at March 31, 2025, the Group had $116.7 million of purchase commitments (December 31, 2024 – $35.6 million) and $28.1 million of purchase orders for leases that the Group intends to enter into and that are expected to materialize within a year (December 31, 2024 – $26.7 million).

22. Subsequent events

Between April 1, 2025 and April 23, 2025, the Company repurchased 500,000 common shares at a price ranging from $74.97 to $81.49 for a total purchase price of 38.9 million.


TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2025 AND 2024 - (UNAUDITED)


TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2025 AND 2024 - (UNAUDITED)


TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2025 AND 2024 - (UNAUDITED)


TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2025 AND 2024 - (UNAUDITED)


TFI International Inc.	NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.)	PERIODS ENDED MARCH 31, 2025 AND 2024 - (UNAUDITED)