Exhibit 99.2

GFL ENVIRONMENTAL INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

For the three months and year ended December 31, 2023

The following Management’s Discussion and Analysis (“Annual MD&A”) for GFL Environmental Inc. (“us,” “we,” “our,” “GFL” or the “Company”) is dated February 23, 2024 and provides information concerning our results of operations and financial condition for the three months and year ended December 31, 2023. You should read this Annual MD&A together with our audited consolidated financial statements and the related notes for the year ended December 31, 2023 (“Annual Financial Statements”). For a discussion of GFL’s results of operations and cash flows for the year ended December 31, 2022 compared to the year ended December 31, 2021, see the exhibit titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 40-F for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (“SEC”) and the Canadian securities regulators on February 23, 2023.

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 December 31, 2023.

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”. In connection with our initial public offering, we issued 6.00% tangible equity units (each a “TEU”), with each TEU being comprised of a senior amortizing note (each, an “Amortizing Note”) and a stock purchase contract (each, a “Purchase Contract”). On March 15, 2023, we made the final payment related to the Amortizing Notes and the remaining outstanding Purchase Contracts were automatically converted into subordinate voting shares at a rate of 2.1940 subordinate voting shares per Purchase Contract.

Forward-Looking Information

This Annual 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 Annual 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.

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.

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

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

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 and year ended December 31, 2023 were impacted by acquisitions, divestitures, as well as organic growth during the periods 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 and supply chain constraints that continue to persist, including most notably, maintenance and repair costs. Our ability to leverage our scalable network to drive operational cost efficiencies also impacted our performance for the periods. 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.

In the second quarter of 2023, we divested three non-core U.S. Solid Waste businesses for aggregate gross proceeds of $1,649.2 million, the net proceeds of which were used to repay a portion of our U.S. senior secured term loan facility and to reinvest into higher margin, accretive growth strategies. The three divested U.S. Solid Waste businesses, the results of which are included within our Solid Waste USA segment for the three months and year ended December 31, 2022 and to the date of divestiture in the year ended December 31, 2023, did not meet the criteria to be classified as discontinued operations as they do not represent a major line of business or geographical area of operations.

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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 United States. 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.

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 United States. 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 and year ended December 31, 2023 compared to the three months and year ended December 31, 2022

The following tables summarize certain operating results from continuing operations and other financial data for the periods indicated, which have been derived from our Annual Financial Statements and related notes:

Three months ended 

Three months ended 

Change

 

($ millions except per share amounts)

     

December 31, 2023

     

December 31, 2022

     

$

     

%  

Revenue

$

1,882.8

$

1,821.2

$

61.6

 

3.4

%

Expenses

 

  

 

  

 

  

 

  

Cost of sales

 

1,574.1

 

1,624.2

 

(50.1)

 

(3.1)

Selling, general and administrative expenses

 

290.5

 

201.8

 

88.7

 

44.0

Interest and other finance costs

 

160.5

 

148.6

 

11.9

 

8.0

Other (income) expenses

 

(74.0)

 

102.5

 

(176.5)

 

(172.2)

Share of net loss (income) of investments accounted for using the equity method

 

12.7

 

(6.2)

 

18.9

 

304.8

Loss before income taxes

 

(81.0)

 

(249.7)

 

168.7

 

67.6

Income tax recovery

 

(18.9)

 

(30.6)

 

11.7

 

38.2

Net loss

 

(62.1)

 

(219.1)

 

157.0

 

71.7

Less: Net (loss) income attributable to non-controlling interests

 

(9.9)

 

0.9

 

(10.8)

 

(1,200.0)

Net loss attributable to GFL Environmental Inc.

(52.2)

 

(220.0)

 

167.8

 

76.3

Loss per share, basic and diluted

(0.21)

(0.66)

0.45

 

68.2

Adjusted EBITDA(1)

$

492.2

$

439.8

$

52.4

11.9

%

Year ended 

Year ended 

Change

 

($ millions except per share amounts)

    

December 31, 2023

    

December 31, 2022

     

$

    

%  

Revenue

$

7,515.5

$

6,761.3

$

754.2

 

11.2

%

Expenses

 

  

 

  

 

  

 

  

Cost of sales

 

6,246.1

 

5,963.7

 

282.4

 

4.7

Selling, general and administrative expenses

 

973.9

 

730.4

 

243.5

 

33.3

Interest and other finance costs

 

627.2

 

489.3

 

137.9

 

28.2

Gain on divestiture

 

(580.5)

 

(4.9)

 

(575.6)

 

(11,746.9)

Other income

 

(4.9)

 

(37.2)

 

32.3

 

86.8

Share of net loss (income) of investments accounted for using the equity method

 

61.6

 

(20.7)

 

82.3

 

397.6

Income (loss) before income taxes

 

192.1

 

(359.3)

 

551.4

 

153.5

Income tax expense (recovery)

 

159.9

 

(176.1)

 

336.0

 

190.8

Net income (loss) from continuing operations

 

32.2

 

(183.2)

 

215.4

 

117.6

Net loss from discontinued operations

 

 

(127.9)

 

127.9

 

100.0

Net income (loss)

 

32.2

 

(311.1)

 

343.3

 

110.4

Less: Net (loss) income attributable to non-controlling interests

 

(13.2)

 

0.7

 

(13.9)

 

(1,985.7)

Net income (loss) attributable to GFL Environmental Inc.

 

45.4

 

(311.8)

 

357.2

 

114.6

Loss per share, basic and diluted

 

(0.13)

 

(1.08)

 

0.95

 

88.0

Adjusted EBITDA(1)

$

2,003.7

$

1,720.8

$

282.9

 

16.4

%

    

December 31, 2023

    

December 31, 2022

    

Change

Total assets

 

$

19,879.2

 

$

19,767.6

 

$

111.6

Total cash

 

135.7

 

82.1

 

53.6

Total long-term debt

 

8,836.9

 

9,266.8

 

(429.9)

Total liabilities

 

12,493.0

 

13,723.5

 

(1,230.5)

Total shareholders’ equity

 

$

7,386.2

 

$

6,044.1

 

$

1,342.1


(1)

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

4


Revenue

The following tables summarize revenue by service type for the periods indicated:

    

Three months ended

    

Three months ended

    

    

    

 

 December 31, 2023

 December 31, 2022

Change

 

($ millions)

Revenue

%  

Revenue

%  

$

%  

 

Residential

$

378.2

 

20.1

%

$

401.3

 

22.0

%  

$

(23.1)

 

(5.8)

%

Commercial/industrial

 

719.8

 

38.2

 

679.5

 

37.3

40.3

 

5.9

Total collection

 

1,098.0

 

58.3

 

1,080.8

 

59.3

17.2

 

1.6

Landfill

 

244.2

 

13.0

 

223.1

 

12.3

21.1

 

9.5

Transfer

 

192.1

 

10.2

 

176.2

 

9.7

15.9

 

9.0

Material recovery

 

80.0

 

4.2

 

78.2

 

4.3

1.8

 

2.3

Other

 

98.5

 

5.2

 

118.6

 

6.5

(20.1)

 

(16.9)

Solid Waste

 

1,712.8

 

90.9

 

1,676.9

 

92.1

35.9

 

2.1

Environmental Services

 

412.5

 

21.9

 

352.9

 

19.4

59.6

 

16.9

Intercompany revenue

 

(242.5)

 

(12.8)

 

(208.6)

 

(11.5)

(33.9)

 

16.3

Revenue

$

1,882.8

 

100.0

%  

$

1,821.2

 

100.0

%  

$

61.6

 

3.4

%

Year ended

    

Year ended 

    

    

    

    

 

 December 31, 2023

December 31, 2022

Change

 

($ millions)

    

Revenue

    

%  

Revenue

    

%  

$

    

%  

 

Residential

$

1,538.4

 

20.5

%  

$

1,488.8

 

22.0

%  

$

49.6

3.3

%

Commercial/industrial

 

2,881.8

 

38.3

 

2,461.3

 

36.4

 

420.5

17.1

Total collection

 

4,420.2

 

58.8

 

3,950.1

 

58.4

 

470.1

11.9

Landfill

 

940.1

 

12.5

 

837.7

 

12.4

 

102.4

12.2

Transfer

 

753.7

 

10.0

 

671.8

 

9.9

 

81.9

12.2

Material recovery

 

322.5

 

4.3

 

346.3

 

5.1

 

(23.8)

(6.9)

Other

 

404.9

 

5.4

 

415.3

 

6.2

 

(10.4)

(2.5)

Solid Waste

 

6,841.4

 

91.0

 

6,221.2

 

92.0

 

620.2

10.0

Environmental Services

 

1,620.6

 

21.6

 

1,343.2

 

19.9

 

277.4

20.7

Intercompany revenue

 

(946.5)

 

(12.6)

 

(803.1)

 

(11.9)

 

(143.4)

17.9

Revenue

$

7,515.5

 

100.0

%  

$

6,761.3

 

100.0

%  

$

754.2

11.2

%

On a consolidated basis, revenue for the three months ended December 31, 2023 increased by $61.6 million to $1,882.8 million, compared to the three months ended December 31, 2022. Excluding the impact of divestitures, revenue increased by $169.0 million. Acquisitions completed since October 1, 2022 accounted for approximately $101.8 million of the increase. Changes in foreign exchange rates increased revenue by $3.3 million. Highlights of the changes in revenue during the three months ended December 31, 2023, excluding the impact of acquisitions and divestitures, include:

·

Solid Waste revenue increased by 4.0%, predominantly due to core pricing of 7.9%, partially offset by negative surcharges of 0.8%. Also offsetting this increase was negative volume of 3.6%, 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. Higher commodity prices also positively contributed 0.5%. Changes in foreign exchange rates increased revenue by 0.2%.

·

Environmental Services revenue increased by 1.5%. The increase is predominantly due to higher industrial collection and processing activity at our facilities and higher used motor oil (“UMO) selling prices, partially offset by a lower level of emergency response activity and lower soil volumes processed at our facilities. Changes in foreign exchange rates increased revenue by 0.1%.

5


On a consolidated basis, revenue for the year ended December 31, 2023 increased by $754.2 million to $7,515.5 million, compared to the year ended December 31, 2022. Excluding the impact of divestitures, revenue increased by $1,018.9 million. Acquisitions completed since January 1, 2022 accounted for approximately $443.4 million of the increase. Changes in foreign exchange rates increased revenue by $153.7 million. Highlights of the changes in revenue during the year ended December 31, 2023, excluding the impact of acquisitions and divestitures, include:

·

Solid Waste revenue increased by 6.0%, including 9.8% from core pricing, partially offset by negative surcharges of 0.8%. Also offsetting this increase was negative volume of 2.3%, 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. Lower commodity prices also negatively contributed 0.6%. Changes in foreign exchange rates increased revenue by 2.6%.

·

Environmental Services revenue increased by 7.2%. The change was impacted by $30.0 million of revenue contributed from an outsized amount of sub-contracting in the prior year. Excluding this impact, revenue increased by 9.8%. The increase is predominantly due to higher industrial collection and processing activity at our facilities and an increased level of emergency response activity, partially offset by lower soil volumes processed at our facilities. Changes in foreign exchange rates increased revenue by 0.8%.

Cost of Sales

The following tables summarize cost of sales for the periods indicated:

Three months ended

    

Three months ended

    

  

    

  

 

December 31, 2023

December 31, 2022

Change

 

($ millions)

    

Cost

% of Revenue

Cost

% of Revenue

$

%  

 

Transfer and disposal costs

$

337.2

 

17.9

%  

$

368.1

 

20.2

%  

$

(30.9)

 

(8.4)

%

Labour and benefits

 

421.4

 

22.4

 

412.3

 

22.6

 

9.1

 

2.2

Maintenance and repairs

 

193.8

 

10.3

 

188.1

 

10.3

 

5.7

 

3.0

Fuel

 

94.2

 

5.0

 

110.7

 

6.1

 

(16.5)

 

(14.9)

Other cost of sales

 

145.9

 

7.7

 

140.3

 

7.8

 

5.6

 

4.0

Subtotal

 

1,192.5

 

63.3

 

1,219.5

 

67.0

 

(27.0)

 

(2.2)

Depreciation expense

 

274.7

 

14.6

 

265.1

 

14.6

 

9.6

 

3.6

Amortization of intangible assets

 

105.6

 

5.6

 

133.5

 

7.3

 

(27.9)

 

(20.9)

Acquisition, rebranding and other integration costs

 

1.3

 

0.1

 

6.1

 

0.3

 

(4.8)

 

(78.7)

Cost of sales

$

1,574.1

 

83.6

%  

$

1,624.2

 

89.2

%  

$

(50.1)

 

(3.1)

%

Year ended

Year ended

 

    December 31, 2023

    

    December 31, 2022

    

Change

($ millions)

    

Cost

% of Revenue

Cost

% of Revenue

$

%  

 

Transfer and disposal costs

 

$

1,386.6

 

18.4

%  

$

1,348.5

 

19.9

%  

$

38.1

2.8

%

Labour and benefits

 

 

1,696.4

 

22.6

 

1,534.6

 

22.7

161.8

10.5

Maintenance and repairs

 

 

747.9

 

10.0

 

666.2

 

9.9

81.7

12.3

Fuel

 

 

374.7

 

5.0

 

405.4

 

6.0

(30.7)

(7.6)

Other cost of sales

 

 

565.0

 

7.5

 

492.8

 

7.3

72.2

14.7

Subtotal

 

 

4,770.6

 

63.5

 

4,447.5

 

65.8

323.1

7.3

Depreciation expense

 

 

974.9

 

13.0

 

974.8

 

14.4

0.1

Amortization of intangible assets

 

 

485.3

 

6.5

 

515.6

 

7.6

(30.3)

(5.9)

Acquisition, rebranding and other integration costs

 

 

15.3

 

0.2

 

25.8

 

0.4

(10.5)

(40.7)

Cost of sales

$

6,246.1

 

83.2

%  

$

5,963.7

 

88.2

%  

$

282.4

4.7

%

6


Cost of sales decreased by $50.1 million to $1,574.1 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, primarily as a result of the impact of divestitures more than offsetting cost increases. For the three months ended December 31, 2023, increased labour cost pressure from tight labour markets drove up wage rates, training costs and overtime. Labour cost pressure also increased our transfer and disposal costs, driven by inflationary cost increases from third party haulers, and our maintenance and repair costs, as technician labour shortages drove higher overtime and reliance on higher cost third party repair facilities and technicians. Maintenance and repair costs also increased as a result of additional fleet and container maintenance driven by delays in receiving new trucks and equipment due to supply chain constraints. Fuel costs decreased by $16.5 million to $94.2 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, 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 revenue for the three months ended December 31, 2023 decreased by 560 basis points to 83.6%, compared to the three months ended December 31, 2022. 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 expense, 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 December 31, 2023 decreased by 370 basis points to 63.3%, compared to the three months ended December 31, 2022.

Cost of sales increased by $282.4 million to $6,246.1 million for the year ended December 31, 2023, compared to the year ended December 31, 2022, partially attributable to the impact of acquisitions offset by divestitures. For the year ended December 31, 2023, increased labour cost pressure from tight labour markets drove up wage rates, training costs and overtime. Labour cost pressure also increased our transfer and disposal costs, driven by inflationary cost increases from third party haulers, and our maintenance and repair costs, as technician labour shortages drove higher overtime and reliance on higher cost third party repair facilities and technicians. Maintenance and repair costs also increased as a result of additional fleet and container maintenance driven by delays in receiving new trucks and equipment due to supply chain constraints. Fuel costs decreased by $30.7 million to $374.7 million for the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily as a result of a reduction in the price of fuel. Delays in receiving new trucks also increased equipment rental costs and contributed to the increase in other cost of sales. An increase in risk management costs, particularly accident claim costs, also contributed to the increase in other cost of sales. Cost of sales as a percentage of total revenue for the year ended December 31, 2023 decreased by 500 basis points to 83.2%, compared to the year ended December 31, 2022. 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 year ended December 31, 2023 decreased by 230 basis points to 63.5%, compared to the year ended December 31, 2022.

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

The following tables summarize SG&A for the periods indicated:

    

Three months ended

Three months ended

 

December 31, 2023

    

December 31, 2022

    

Change

($ millions)

Cost

% of Revenue

Cost

% of Revenue

$

%  

 

Salaries and benefits

$

123.9

6.6

%  

$

91.1

5.0

%  

$

32.8

36.0

%

Share-based payments

68.1

 

3.6

 

16.9

 

0.9

51.2

303.0

Other

74.2

 

3.9

 

69.0

 

3.8

5.2

7.5

Subtotal

266.2

 

14.1

 

177.0

 

9.7

89.2

50.4

Depreciation expense

9.8

 

0.5

 

6.7

 

0.4

3.1

46.3

Transaction costs

14.5

 

0.8

 

18.1

 

1.0

(3.6)

(19.9)

Selling, general and administrative expenses

$

290.5

 

15.4

%  

$

201.8

 

11.1

%  

$

88.7

44.0

%

7


    

Year ended

Year ended

 

December 31, 2023

    

December 31, 2022

    

Change

($ millions)

Cost

% of Revenue

Cost

% of Revenue

$

%  

 

Salaries and benefits

$

462.3

6.2

%  

$

358.1

5.3

%  

$

104.2

29.1

%

Share-based payments

124.8

 

1.7

 

55.1

 

0.8

69.7

126.5

Other

278.9

 

3.7

 

233.1

 

3.5

45.8

19.6

Subtotal

866.0

 

11.6

 

646.3

 

9.6

219.7

34.0

Depreciation expense

29.5

 

0.4

 

29.1

 

0.4

0.4

1.4

Transaction costs

78.4

 

1.0

 

55.0

 

0.8

23.4

42.5

Selling, general and administrative expenses

$

973.9

 

13.0

%  

$

730.4

 

10.8

%  

$

243.5

33.3

%

SG&A increased by $88.7 million to $290.5 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. The increase was predominantly attributable to incremental salaries, benefits and other third party costs associated with information technology infrastructure investments to facilitate moving from on-premise infrastructure to cloud-based infrastructure, and other costs related to the number and size of businesses acquired since October 1, 2022. For the three months ended December 31, 2023, 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 December 31, 2023 increased by 430 basis points to 15.4%, compared to the three months ended December 31, 2022. Excluding depreciation expense and transaction costs, SG&A as a percentage of revenue for the three months ended December 31, 2023 increased by 440 basis points to 14.1% compared to the three months ended December 31, 2022.

SG&A increased by $243.5 million to $973.9 million for the year ended December 31, 2023, compared to the year ended December 31, 2022. The increase was predominantly attributable to incremental salaries, benefits and other third party costs associated with information technology infrastructure investments to facilitate moving from on-premise infrastructure to cloud-based infrastructure, and other costs related to the number and size of businesses acquired since January 1, 2022. The increase in transaction costs was predominantly associated with acquisitions and divestitures. For the year ended December 31, 2023, 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 year ended December 31, 2023 increased by 220 basis points to 13.0% compared to the year ended December 31, 2022. Excluding depreciation expense and transaction costs, SG&A as a percentage of revenue for the year ended December 31, 2023 increased by 200 basis points to 11.6%, compared to the year ended December 31, 2022.

Interest and Other Finance Costs

The following tables summarize interest and other finance costs for the periods indicated:

    

Three months ended

Three months ended

    

Change

 

($ millions)

December 31, 2023

December 31, 2022

$

%  

 

Interest

$

137.2

$

131.8

$

5.4

4.1

%

Amortization of deferred financing costs

 

5.0

3.7

 

1.3

 

35.1

Accretion of landfill closure and post-closure obligations

 

9.1

5.0

 

4.1

 

82.0

Other finance costs

 

9.2

8.1

 

1.1

 

13.6

Interest and other finance costs

$

160.5

$

148.6

$

11.9

 

8.0

%

8


    

Year ended

    

Year ended

    

Change

 

($ millions)

December 31, 2023

December 31, 2022

    

$

    

%

 

Interest

$

532.7

$

427.1

$

105.6

24.7

%

Termination of hedged arrangements

 

8.7

 

8.7

 

Amortization of deferred financing costs

 

18.6

13.8

 

4.8

 

34.8

Accretion of landfill closure and post-closure obligations

 

34.4

20.1

 

14.3

 

71.1

Other finance costs

 

32.8

28.3

 

4.5

 

15.9

Interest and other finance costs

$

627.2

$

489.3

$

137.9

 

28.2

%

Interest and other finance costs increased by $11.9 million to $160.5 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. The increase was partially due to a $5.4 million increase in interest expense and a $4.1 million increase in accretion of landfill closure and post-closure obligations.

Interest and other finance costs increased by $137.9 million to $627.2 million for the year ended December 31, 2023, compared to the year ended December 31, 2022. The increase was predominantly due to an increase in interest expense of $105.6 million to $532.7 million as a result of rising interest rates in Canada and the U.S., increased long-term debt outstanding under the Term Loan A Facility (as defined below) and a non-recurring $8.7 million loss on extinguishment of hedged arrangements for the year ended December 31, 2023. The increase is also due to a $14.3 million increase in accretion of landfill closure and post-closure obligations.

Other Income and Expenses

The following tables summarize other income and expenses for the periods indicated:

    

Three months ended

    

Three months ended 

    

Change

($millions)

 December 31, 2023

December 31, 2022

$

     

%  

Gain on foreign exchange

$

(68.3)

$

(31.6)

$

(36.7)

(116.1)

%

Mark-to-market loss on Purchase Contracts

 

124.6

 

(124.6)

 

(100.0)

Loss on sale of property and equipment

 

14.8

 

(14.8)

 

(100.0)

Other

 

(5.7)

(5.3)

 

(0.4)

 

(7.5)

Other (income) expenses

$

(74.0)

$

102.5

$

(176.5)

 

(172.2)

%

    

Year ended 

Year ended 

    

Change

($millions)

December 31, 2023

   

December 31, 2022

$

    

%  

(Gain) loss on foreign exchange

$

(72.9)

$

217.7

$

(290.6)

(133.5)

%

Mark-to-market loss (gain) on Purchase Contracts

 

104.3

 

(266.8)

 

371.1

 

139.1

(Gain) loss on sale of property and equipment

 

(13.1)

 

4.7

 

(17.8)

 

(378.7)

Other

 

(23.2)

 

7.2

 

(30.4)

 

(422.2)

Other income

$

(4.9)

$

(37.2)

$

32.3

 

86.8

%

For the three months ended December 31, 2023, other income was $74.0 million, compared to other expenses of $102.5 million for the three months ended December 31, 2022. This change was primarily due to a $124.6 million non-cash loss on the revaluation of the Purchase Contracts and a $14.8 million loss on sale of property and equipment in the prior year period. The change was also due to a $36.7 million increase in non-cash foreign exchange gain arising from the revaluation of TEUs and the unhedged portion of our U.S. dollar denominated debt to Canadian dollars based on the foreign exchange rate as at December 31, 2023.

For the year ended December 31, 2023, other income was $4.9 million, compared to $37.2 million for the year ended December 31, 2022. The decrease was primarily due to a $371.1 million non-cash change on the revaluation of the Purchase Contracts. Partially offsetting this decrease was a $290.6 million change in non-cash foreign exchange gain arising from the revaluation of TEUs and the unhedged portion of our U.S. dollar denominated debt to Canadian dollars based on the foreign exchange rate as at December 31, 2023.

Divestitures

During the year ended December 31, 2023, we divested three non-core U.S. Solid Waste businesses for aggregate proceeds of $1,649.2 million, resulting in a gain on divestiture of $575.0 million.

The three non-core U.S. Solid Waste businesses, which are included within our Solid Waste USA segment, did not meet the criteria to be classified as discontinued operations as they do not represent a major line of business or geographical area of operations.

9


Share of Income of Investments

For the year ended December 31, 2023, GFL’s share of loss from continuing operations and total comprehensive income from associates was $62.1 million ($21.1 million for the year ended December 31, 2022).

For the year ended December 31, 2023, GFL’s share of income from continuing operations and total comprehensive income from joint ventures was $nil ($0.4 million for the year ended December 31, 2022).

Income Tax Expense (Recovery)

Income tax recovery decreased by $11.7 million to $18.9 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. The decrease was predominantly due to lower tax losses, partially attributable to the utilization of prior year net operating losses as a result of the divestitures.

Income tax expense increased by $336.0 million to $159.9 million for the year ended December 31, 2023, compared to an income tax recovery of $176.1 million for the year ended December 31, 2022. The increase was predominantly due the gain on divestiture, partially offset by increased depreciation expense for the year ended December 31, 2023.

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.

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 operating segments based on several factors, including revenue and Adjusted EBITDA.

Analysis of results for the three months and year ended December 31, 2023 compared to the three months and year ended December 31, 2022

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 December 31, 2023

Intercompany 

Adjusted 

Gross Revenue

    

Revenue

    

Revenue

    

EBITDA(1)

Solid Waste

 

  

 

  

 

  

 

  

Canada

$

537.6

$

(70.3)

$

467.3

$

128.3

USA

 

1,175.2

 

(130.9)

 

1,044.3

 

336.2

Solid Waste

 

1,712.8

 

(201.2)

 

1,511.6

 

464.5

Environmental Services

 

412.5

 

(41.3)

 

371.2

 

89.2

Corporate

 

 

 

 

(61.5)

$

2,125.3

$

(242.5)

$

1,882.8

$

492.2

10


    

Three months ended December 31, 2022

Intercompany 

Adjusted 

Gross Revenue

    

Revenue

    

Revenue

    

EBITDA(1)

Solid Waste

 

  

 

  

 

  

 

  

Canada

$

504.1

$

(63.6)

$

440.5

$

117.6

USA

 

1,172.8

 

(120.6)

 

1,052.2

 

303.8

Solid Waste

 

1,676.9

 

(184.2)

 

1,492.7

 

421.4

Environmental Services

 

352.9

 

(24.4)

 

328.5

 

73.0

Corporate

 

 

 

 

(54.6)

$

2,029.8

$

(208.6)

$

1,821.2

$

439.8


(1)

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

    

Year ended December 31, 2023

    

    

Intercompany

    

    

Adjusted 

Gross Revenue

    

 Revenue

    

Revenue

    

EBITDA(1)

Solid Waste

  

 

  

 

  

 

  

Canada

$

2,085.0

$

(265.8)

$

1,819.2

$

499.3

USA

 

4,756.4

 

(523.0)

 

4,233.4

 

1,365.9

Solid Waste

 

6,841.4

 

(788.8)

 

6,052.6

 

1,865.2

Environmental Services

1,620.6

(157.7)

1,462.9

382.8

Corporate

 

 

 

 

(244.3)

$

8,462.0

$

(946.5)

$

7,515.5

$

2,003.7

    

Year ended December 31, 2022

    

    

Intercompany

    

    

Adjusted 

Gross Revenue

    

 Revenue

    

Revenue

    

EBITDA(1)

Solid Waste

  

 

  

 

  

 

  

Canada

$

1,926.5

$

(248.3)

$

1,678.2

$

451.5

USA

 

4,294.7

 

(460.5)

 

3,834.2

 

1,149.5

Solid Waste

 

6,221.2

 

(708.8)

 

5,512.4

 

1,601.0

Environmental Services

1,343.2

(94.3)

1,248.9

307.4

Corporate

 

 

 

 

(187.6)

$

7,564.4

$

(803.1)

$

6,761.3

$

1,720.8


(1)

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

Solid Waste — Canada Operating Segment

Revenue increased by $26.8 million to $467.3 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. The increase was due to acquisitions completed since October 1, 2022 which contributed approximately $3.5 million of revenue, $30.5 million from price increases and $6.3 million from higher surcharges and higher selling prices for the saleable commodities generated from our MRF operations. Price increases were higher than the three months ended December 31, 2022, as a result of the continued execution of our pricing strategies and strong consumer price index (“CPI”) adjustments on certain municipal contracts. Volume decreased revenue by $14.1 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, predominantly from lower event driven 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.

Revenue increased by $141.0 million to $1,819.2 million for the year ended December 31, 2023, compared to the year ended December 31, 2022. The increase was due to acquisitions completed since January 1, 2022, net of divestitures, which contributed approximately $42.8 million of revenue, and $138.3 million from price increases. Price increases were higher than the year ended December 31, 2022, as a result of the continued execution of our pricing strategies and strong CPI adjustments on certain municipal contracts. The increase was partially offset by $12.2 million from lower surcharges and lower selling prices for the saleable commodities generated from our MRF operations. Volume decreased revenue by $28.0 million for the year ended December 31, 2023, compared to the year ended December 31, 2022, predominantly from lower event driven 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.

11


Adjusted EBITDA increased by $10.7 million to $128.3 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, predominantly attributable to the previously described change in revenue. Adjusted EBITDA margin was 27.5% for the three months ended December 31, 2023, an increase of 80 basis points compared to the three months ended December 31, 2022. The increase was attributable to organic margin expansion resulting from pricing strategies, the realization of ongoing operating cost efficiencies, and higher commodity prices, in addition to the reduction in the price of fuel. Partially offsetting this increase was the impact of increased labour costs from tight labour markets which drove up wage rates, training costs and overtime, as well as increased transfer, disposal, and maintenance and repairs costs driven by inflationary cost pressures and delays associated with supply chain constraints. Adjusted EBITDA margin was negatively impacted by increased accident claim costs. The incremental revenue from acquisitions contributed Adjusted EBITDA margin lower than the existing base business, negatively impacting the overall Adjusted EBITDA margin.

Adjusted EBITDA increased by $47.8 million to $499.3 million for the year ended December 31, 2023, compared to the year ended December 31, 2022, predominantly attributable to the previously described change in revenue. Adjusted EBITDA margin for the year ended December 31, 2023 was 27.4%, an increase of 50 basis points compared to the year ended December 31, 2022. The increase was predominantly attributable to organic margin expansion resulting from pricing strategies and realization of ongoing operating cost efficiencies, in addition to the reduction in the price of fuel. Partially offsetting this increase was the impact of lower commodity prices, increased labour costs from tight labour markets which drove up wage rates, training costs and overtime, as well as increased transfer, disposal, and maintenance and repairs costs driven by inflationary cost pressures and delays associated with supply chain constraints. 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 $7.9 million to $1,044.3 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. Excluding the impact of divestitures, revenue increased by $99.1 million. The increase was predominantly due to acquisitions completed since October 1, 2022, which contributed approximately $60.3 million, and $87.9 million from price increases. Price increases were higher than the three months ended December 31, 2022, as a result of the continued execution of our pricing strategies and strong CPI adjustments. The increase was partially offset by $11.7 million from lower surcharges. Volume decreased revenue by $39.6 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, predominantly from non-regrettable volume losses in our collection businesses. Revenue increased by $3.1 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, as a result of changes in the foreign exchange rate.

Revenue increased by $399.2 million to $4,233.4 million for the year ended December 31, 2023, compared to the year ended December 31, 2022. Excluding the impact of divestitures, revenue increased by $643.3 million. The increase was predominantly due to acquisitions completed since January 1, 2022, which contributed approximately $265.3 million of revenue, and $401.1 million from price increases. Price increases were higher than the year ended December 31, 2022, as a result of the continued execution of our pricing strategies and strong CPI adjustments. The increase was partially offset by $65.0 million from lower surcharges and lower selling prices for the saleable commodities generated from our MRF operations. Volume decreased revenue by $101.3 million for the year ended December 31, 2023, compared to the year ended December 31, 2022, predominantly from non-regrettable volume losses in our collection businesses. Revenue increased by $144.1 million for the year ended December 31, 2023, compared to the year ended December 31, 2022, as a result of changes in the foreign exchange rate.

Adjusted EBITDA increased by $32.4 million to $336.2 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, predominantly attributable to an increase in Adjusted EBITDA margin, which was 32.2% for the three months ended December 31, 2023, an increase of 330 basis points compared to the three months ended December 31, 2022. The increase is 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 costs from tight labour markets which drove up wage rates, training costs and overtime, as well as increased transfer, disposal and maintenance and repairs costs driven by inflationary cost pressures and delays associated with supply chain constraints. The net impact on revenue from acquisitions and divestitures contributed Adjusted EBITDA margin higher than the existing base business, positively impacting the overall Adjusted EBITDA margin.

12


Adjusted EBITDA increased by $216.4 million to $1,365.9 million for the year ended December 31, 2023, compared to the year ended December 31, 2022, predominantly attributable to the previously described change in revenue. Adjusted EBITDA margin was 32.3% for the year ended December 31, 2023, an increase of 230 basis points compared to the year ended December 31, 2022. The increase was predominantly attributable to organic margin expansion resulting from pricing strategies and realization of ongoing operating cost efficiencies, in addition to the reduction in the price of fuel. Partially offsetting this increase was the impact of lower commodity prices, increased labour costs from tight labour markets which drove up wage rates, training costs and overtime, as well as increased transfer, disposal and maintenance and repairs costs driven by inflationary cost pressures and delays associated with supply chain constraints. In addition, Adjusted EBITDA margin was negatively impacted by increased travel expenses and accident claim costs. The net impact on revenue from acquisitions and divestitures contributed Adjusted EBITDA margin higher than existing base business, positively impacting the overall Adjusted EBITDA margin.

Environmental Services Operating Segment

Revenue increased by $42.7 million to $371.2 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. Acquisitions completed since October 1, 2022 contributed approximately $38.1 million in increased revenue. In addition to the contribution from acquisitions, revenue organically grew by $4.8 million as a result of increased industrial collection and processing activity and the impact of higher UMO selling prices, partially offset by a lower level of emergency response activity and lower soil volumes processed at our facilities. Revenue increased by $0.2 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, as a result of changes in the foreign exchange rate.

Revenue increased by $214.0 million to $1,462.9 million for the year ended December 31, 2023, compared to the year ended December 31, 2022. The change in revenue was impacted by $39.5 million contributed from divestitures and an outsized amount of sub-contracting revenue in the prior year. Excluding this impact, revenue increased by $253.5 million. Acquisitions completed since January 1, 2022 contributed approximately $124.2 million in increased revenue. In addition to the contribution from acquisitions, revenue grew organically by $119.7 million as a result of increased industrial collection and processing activity, an increased level of emergency response activity and the impact of higher UMO selling prices, partially offset by lower soil volumes processed at our facilities due to one time volumes in the prior year. Revenue increased by $9.7 million for the year ended December 31, 2023, compared to the year ended December 31, 2022, as a result of changes in the foreign exchange rate.

Adjusted EBITDA increased by $16.2 million to $89.2 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, predominantly attributable to the previously described change in revenue. Adjusted EBITDA margin was 24.0% for the three months ended December 31, 2023, an increase of 180 basis points as compared to the three months ended December 31, 2022. Pricing strategies, variable cost controls, higher UMO selling prices and the reduction in the price of fuel favourably impacted Adjusted EBITDA margin for the three months ended December 31, 2023. The increase was predominantly offset by increased labour costs from tight labour markets which drove up wage rates, training costs and overtime, as well as increased transfer and disposal costs driven by inflationary cost pressures and delays associated with supply chain constraints. A fire at one of our facilities resulted in incremental repair and clean up costs. The incremental revenue from acquisitions contributed Adjusted EBITDA margin lower than the existing base business, negatively impacting the overall Adjusted EBITDA margin.

Adjusted EBITDA increased by $75.4 million to $382.8 million for the year ended December 31, 2023, compared to the year ended December 31, 2022, predominantly attributable to the previously described change in revenue. Adjusted EBITDA margin was 26.2% for the year ended December 31, 2023, an increase of 160 basis points as compared to the year ended December 31, 2022. Pricing strategies, variable cost controls, higher UMO selling prices, the reduction in the price of fuel and the operating leverage associated with volume recovery favourably impacted Adjusted EBITDA margin for the year ended December 31, 2023. The increase was predominantly offset by increased labour costs from tight labour markets which drove up wage rates, training costs and overtime, as well as increased transfer, disposal and maintenance and repairs costs driven by inflationary cost pressures and delays associated with supply chain constraints. A fire at one of our facilities resulted in incremental repair and clean up costs. The incremental revenue from acquisitions contributed Adjusted EBITDA margins lower than the existing base business, negatively impacting the overall Adjusted EBITDA margin.

Corporate

Corporate costs increased by $6.9 million to $61.5 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. The increase was primarily attributable to information technology infrastructure investments, including additional salaries, benefits and third party costs required to facilitate moving from on-premise infrastructure to cloud-based infrastructure and additional headcount and overhead costs to support the growth in the business. Corporate costs as a percentage of total revenue were 3.3% for the three months ended December 31, 2023, an increase of 30 basis points compared to the three months ended December 31, 2022.

13


Corporate costs increased by $56.7 million to $244.3 million for the year ended December 31, 2023, compared to the year ended December 31, 2022. The increase was primarily attributable to information technology infrastructure investments, including salaries, benefits and third party costs required to facilitate moving from on-premise infrastructure to cloud-based infrastructure and additional headcount and overhead costs to support the growth in the business. Corporate costs as a percentage of total revenue were 3.3% for the year ended December 31, 2023, an increase of 50 basis points compared to the year ended December 31, 2022.

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 and year ended December 31, 2023 compared to the three months and year ended December 31, 2022

    

Three months ended 

    

Three months ended

    

Change

 

($ millions)

December 31, 2023

 December 31, 2022

$

    

%

 

Cash flows from operating activities

$

401.4

$

403.0

$

(1.6)

 

(0.4)

%

Cash flows used in investing activities

 

(509.0)

 

(404.3)

 

(104.7)

 

(25.9)

Cash flows from (used in) financing activities

 

80.5

 

(150.5)

 

231.0

 

153.5

Decrease in cash

 

(27.1)

 

(151.8)

 

  

 

  

Changes due to foreign exchange revaluation of cash

 

(11.4)

 

(3.5)

 

  

 

  

Cash, beginning of period

 

174.2

 

237.4

 

  

 

  

Cash, end of period

$

135.7

$

82.1

 

  

 

  

    

Year ended 

    

Year ended 

    

Change

 

($ millions)

December 31, 2023

December 31, 2022

$

    

%  

 

Cash flows from operating activities

$

980.4

$

1,096.3

$

(115.9)

 

(10.6)

%

Cash flows used in investing activities

 

(310.4)

 

(1,734.2)

 

1,423.8

 

82.1

Cash flows (used in) from financing activities

 

(602.8)

 

569.0

 

(1,171.8)

 

(205.9)

Increase (decrease) in cash

 

67.2

 

(68.9)

 

  

 

  

Changes due to foreign exchange revaluation of cash

 

(13.6)

 

(39.4)

 

  

 

  

Cash, beginning of period

 

82.1

 

190.4

 

  

 

  

Cash, end of period

$

135.7

$

82.1

 

  

 

  

Operating Activities

Cash flows from operating activities decreased by $1.6 million to $401.4 million for the three months ended December 31, 2023, compared to $403.0 million for the three months ended December 31, 2022. This decrease was predominantly attributable to $141.5 million of incremental cash taxes paid as a result of the divestitures and $11.5 million of incremental landfill closure and post-closure expenditures. Partially offsetting this decrease was an increase in EBITDA for the three months ended December 31, 2023, improved working capital of $84.9 million and a decrease of $10.7 million 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 source of cash of $200.6 million for the three months ended December 31, 2023, compared to a source of cash of $115.7 million for the three months ended December 31, 2022. Refer to Note 19 in our Annual Financial Statements for details.

Cash flows from operating activities decreased by $115.9 million to $980.4 million for the year ended December 31, 2023, compared to $1,096.3 million for the year ended December 31, 2022. This decrease was predominantly attributable to $390.1 million of incremental cash taxes paid as a result of the divestitures and $103.9 million of incremental cash interest paid on outstanding long-term debt due to the cadence of cash interest payments. Partially offsetting this decrease was an increase in EBITDA for the year ended December 31, 2023 and improved working capital of $116.5 million.

Changes in non-cash working capital items resulted in a source of cash of $31.0 million for the year ended December 31, 2023, compared to a use of cash of $85.5 million for the year ended December 31, 2022. Refer to Note 19 in our Annual Financial Statements for details.

14


Investing Activities

Cash flows used in investing activities increased by $104.7 million to $509.0 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. The increase was predominantly related to acquisition expenditures which increased by $93.7 million to $297.8 million and a decrease of $18.7 million from proceeds of divestitures to $3.3 million. Partially offsetting this was a decrease in capital expenditures of $10.4 million to $225.3 million.

Cash flows used in investing activities decreased by $1,423.8 million to $310.4 million for the year ended December 31, 2023, compared to the year ended December 31, 2022. The decrease was predominantly related to proceeds from divestitures which increased by $1,307.5 million to $1,649.2 million, proceeds of disposals of assets and other which increased by $39.4 million to $61.8 million and acquisition expenditures which decreased by $366.8 million to $966.3 million. Partially offsetting this was an increase in capital expenditures of $289.9 million to $1,055.1 million, primarily driven by growth in the business.

Financing Activities

Cash flows from financing activities increased by $231.0 million to $80.5 million for the three months ended December 31, 2023, compared to cash flows used in financing activities of $150.5 million for the three months ended December 31, 2022. The increase was primarily the result of a $278.2 million increase in the net change in long-term debt and a decrease of $15.4 million in the repayment of Amortizing Notes in the prior period. Partially offsetting this was an increase in lease obligations of $28.6 million, incremental financing costs of $11.9 million, and incremental contingent purchase consideration and holdbacks of $21.2 million.

Cash flows used in financing activities increased by $1,171.8 million to $602.8 million for the year ended December 31, 2023, compared to cash flows from financing activities of $569.0 million for the year ended December 31, 2022. The increase was primarily the result of a $1,144.7 million net change in long-term debt. The proceeds of divestitures were used to repay a portion of long-term debt. The increase was also due to an increase in lease obligations of $46.2 million, incremental financing costs of $35.5 million, and incremental contingent purchase consideration and holdbacks of $12.7 million. Partially offsetting the increase was $17.3 million of proceeds from the termination of hedged arrangements, an $8.1 million contribution from a non-controlling interest and a decrease of $42.7 million in the repayment of Amortizing Notes.

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 December 31, 2023

    

As at December 31, 2022

Cash on hand

$

135.7

$

82.1

Amounts available under our Revolving Credit Facility(1)

 

883.2

 

301.8

$

1,018.9

$

383.9


(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.

Revolving Credit Facility

General

Under our amended and restated revolving credit agreement dated as of December 29, 2023 (as amended, the “Revolving Credit Agreement”), as at December 31, 2023, we had 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.

As at December 31, 2023, we had $184.9 million drawn under the Revolving Credit Facility ($771.8 million as at December 31, 2022).

On December 7, 2023, we repaid all amounts outstanding under the $775.0 million term loan A facility (the “Term Loan A Facility”) previously available under our Revolving Credit Agreement.

15


Interest Rates, Fees, and Payments

The Revolving Credit Facility 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%.

Advances bearing interest based on Canadian Rate or US Base Rate may be prepaid at any time without penalty with written notice one day in advance. Prepayment of Bankers Acceptances and SOFR rate advances requires two and three days’ written notice, respectively.

Covenants

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.

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 (as defined in the Revolving Credit Agreement) 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 December 31, 2023 and December 31, 2022, we were in compliance with these covenants.

The Revolving Credit Agreement also contains customary negative covenants including, but not limited to, restrictions on our ability and each of the Revolving Credit Facility guarantors to make certain distributions, merge, consolidate and amalgamate with other companies, make certain investments, undertake asset sales, provide certain forms of financial assistance, incur indebtedness or have any outstanding financial instruments, other than certain permitted indebtedness, and grant liens and security interests on, hypothecate, charge, pledge or otherwise encumber their assets, other than certain permitted encumbrances.

The Revolving Credit Agreement contains customary affirmative covenants including, but not limited to, delivery of financial and other information to the lenders, notice to the lenders upon the occurrence of certain material events, maintenance of insurance, maintenance of existence, payment of taxes and other claims, maintenance of properties, access to books and records by the lenders, compliance with applicable laws and regulations and further assurances.

Events of Default

The Revolving Credit Agreement provides that, upon occurrence of one or more events of default, our obligations under the agreement and the credit facilities provided pursuant to its terms may be accelerated and the lending commitments under the agreement may be terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, change of control, bankruptcy proceedings, material money judgments, material adverse effect and other customary events of default.

Security and Guarantees

The Revolving Credit Facility is guaranteed by substantially all of our material wholly‑owned Canadian and U.S. restricted subsidiaries (the “RCF Subsidiary Guarantors”) (subject to certain customary exceptions). GFL and the RCF Subsidiary Guarantors have provided a first‑ranking security interest to the lenders in substantially all present and after‑acquired personal property and all other present and future undertaking, tangible and intangible assets and certain real property (subject, in each case, to certain customary exceptions and exclusions). GFL has also pledged the shares of substantially all of its subsidiaries as collateral security and provided first‑ranking mortgages or charges by way of a debenture. A pari passu first lien intercreditor agreement was entered into on September 30, 2016 among the administrative agent under the Revolving Credit Agreement, the administrative agent under the Term Loan Credit Agreement (as defined below), GFL and the guarantors from time to time party thereto and joinders were entered into by the applicable trustee and applicable notes collateral agent under the existing Secured Note (as defined below) indentures, GFL and the guarantors party thereto, which together provide for, inter alia, customary provisions providing for the pari passu equal priority ranking of the security interests provided by GFL and the RCF Subsidiary Guarantors for the Revolving Credit Facility, the security interests provided by GFL and the TF Subsidiary Guarantors (as defined below) for the Term Loan Facility, and the security interests provided by GFL and the guarantors of the Secured Notes under the indentures.

16


Term Loan Facility

General

We have a Term Loan Facility (“Term Loan B Facility”) totaling US$1,286.7 million which bears interest at a rate of SOFR (with a floor rate at 0.5000%) plus 2.500% or US prime plus 1.500%. We are party to a term facility credit agreement, dated as of September 30, 2016 (as amended as of May 31, 2018, November 14, 2018, December 22, 2020, January 31, 2023 and September 22, 2023, collectively, the “Term Facility Credit Agreement”), among us, each of our subsidiaries party thereto, Barclays Bank PLC, as administrative agent, the lenders party thereto and each other party thereto. On November 14, 2018, we entered into an amendment of the Term Facility Credit Agreement (the “Incremental Term Facility Amendment”) to provide for US$1,710.0 million of incremental term facilities (the “Incremental Term Facility”). Prior to our entrance into the Incremental Term Facility Amendment, the Term Facility Credit Agreement provided for a US dollar denominated term loan facility tranche of US$805.0 million, a US dollar denominated delayed draw term loan facility tranche of US$100.0 million (which was available to us until October 31, 2018 to fund acquisitions meeting certain criteria) (collectively, the “Term Loan Facility”) and an accordion option, pursuant to which we may incur an incremental tranche of indebtedness in an amount not to exceed (i) the greater of $400.0 million or 100% of consolidated EBITDA for the immediately preceding four consecutive fiscal quarters, plus (ii) additional amounts based on the maintenance of certain leverage ratios, plus (iii) the aggregate principal amount of all voluntary prepayments of any loans, except to the extent financed with the proceeds of long-term indebtedness (other than revolving indebtedness). The Term Loan B Facility matures on May 31, 2027. We refer collectively to the Term Facility Credit Agreement and the Revolving Credit Agreement as the “Credit Agreements”.

As at December 31, 2023, we had $961.8 million principal amount outstanding under the Term Loan B Facility ($1,742.7 million as at December 31, 2022).

Interest Rates, Payments and Prepayments

Under the original Term Facility Credit Agreement, the Term Loan B Facility amortizes in equal quarterly instalments in an amount equal to 0.25% per annum of the original principal amount thereof, with the remaining balance due at final maturity.

We may voluntarily prepay loans under our Term Loan B Facility, in whole or in part, subject to minimum amounts, with prior notice, but without premium or penalty. Voluntary repayments are applied to the remaining scheduled installments of principal.

We must prepay our Term Loan B Facility with 100% of the net cash proceeds of certain asset sales (such percentage to be subject to reduction to 50% and 0%, respectively, based on the achievement of a Total Net Leverage Ratio (as defined in the Term Facility Credit Agreement) of less than or equal to 5.50 to 1.00 and 4.75 to 1.00, respectively), the incurrence or issuance of specified indebtedness and 50% of excess cash flow (such percentage to be subject to reduction to 25% and 0%, respectively, based on the achievement of Total Net First Lien Leverage Ratio (as defined in the Term Facility Credit Agreement) of less than or equal to 3.00 to 1.00 and 2.50 to 1.00, respectively), in each case, subject to certain exceptions and, in the case of the net cash proceeds of certain asset sales, reinvestment rights.

Covenants

Our Term Facility Credit Agreement contains customary negative covenants, including, but not limited to, restrictions on our and our restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, make investments, grant liens or security interests on assets, pay dividends or make other restricted payments, sell or otherwise transfer assets or enter into transactions with affiliates. As at December 31, 2023 and December 31, 2022, we were in compliance with all debt covenants under the Term Facility Credit Agreement.

Events of Default

Our Term Facility Credit Agreement provides that, upon the occurrence of certain events of default, our obligations under the agreement and our obligations under the Term Loan B Facility may be accelerated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgements, material pension- plan events, certain change of control events and other customary events of default.

17


Security and Guarantees

Our obligations under our Term Loan B Facility are guaranteed by substantially all of our wholly-owned material Canadian and U.S. restricted subsidiaries (the “TF Subsidiary Guarantors”) (subject to certain customary exceptions). Our Term Loan B Facility is secured by a first priority lien on substantially all of our and each TF Subsidiary Guarantors’ tangible and intangible assets and certain real property (subject to certain customary exceptions and exclusions) and a first priority pledge of all the capital stock of each direct, wholly-owned material restricted subsidiary directly held by GFL or any TF Subsidiary Guarantor (limited to 65% of the capital stock held by GFL or any TF Subsidiary Guarantor in any direct subsidiary thereof not organized under the laws of Canada or the United States (or any province or state thereof)) and first ranking mortgages or charges by way of debentures. A pari passu first lien inter-creditor agreement was entered into on September 30, 2016 among the administrative agent under the Revolving Credit Agreement, the administrative agent under the Term Facility Credit Agreement, GFL and the guarantors from time to time party thereto, which provides for, inter alia, customary provisions providing for the pari passu equal priority ranking of the security interests provided by GFL and the RCF Subsidiary Guarantors for the Revolving Credit Facility, on the one hand, and the security interests provided by GFL and the TF Subsidiary Guarantors for the Term Credit Facility, on the other hand. On December 16, 2019, in connection with our issuance of the Secured Notes, Computershare Trust Company N.A., as trustee and notes collateral agent, entered into a joinder to such first lien inter-creditor agreement.

Notes

The following table discloses the principal amount outstanding under our outstanding U.S. dollar secured and unsecured notes (the “Notes”), the related swaps outstanding and other material terms of the Notes as at December 31, 2023.

Principal

Amount of

Note

Swap

Optional Redemption (1)

Outstanding

Amount

Redemption

Note Description

    

(USD)

    

(USD)

    

Issuance Date

    

Maturity Date

    

Interest Payment Dates

    

First Call Date

    

Price (2)

4.250% 2025 Secured Notes(3)

$

500.00

$

500.00

April 29, 2020

June 1, 2025

June 1 and December 1

June 1, 2022

102.125

%

3.750% 2025 Secured Notes(3)

$

750.00

 

N/A

August 24, 2020

August 1, 2025

 

February 1 and August 1

August 1, 2022

 

101.875

%

5.125% 2026 Secured Notes(3)

$

500.00

$

500.00

December 16, 2019

December 15, 2026

 

June 15 and December 15

December 15, 2022

 

102.563

%

3.500% 2028 Secured Notes(3)

$

750.00

 

N/A

December 21, 2020

September 1, 2028

 

March 1 and September 1

N/A

 

N/A

6.750% 2031 Secured Notes(3)

$

1,000.00

N/A

December 6, 2023

January 15, 2031

 

January 15 and July 15

January 15, 2027

 

103.375

%

4.000% 2028 Unsecured Notes(4)

$

750.00

$

500.00

November 23, 2020

August 1, 2028

 

February 1 and August 1

August 1, 2023

 

102.000

%

4.750% 2029 Unsecured Notes(4)

$

750.00

$

350.00

June 8, 2021

June 15, 2029

 

June 15 and December 15

June 15, 2024

 

102.375

%

4.375% 2029 Unsecured Notes(4)

$

550.00

 

N/A

August 10, 2021

August 15, 2029

 

February 15 and August 15

August 15, 2024

 

102.188

%


(1)

Prior to the First Call Date, each of the Notes (other than the 3.500% 2028 Secured Notes) are redeemable at a price equal to 100% of the principal amount plus a make-whole premium, together with accrued and unpaid interest. The 3.500% 2028 Secured Notes are redeemable on or after March 1, 2028 at a price equal to 100% of the principal amount plus a make-whole premium together with accrued and unpaid interest.

(2)

For the 12 month period from and after the First Call Date, each of the Notes (other than the 3.500% 2028 Secured Notes) are redeemable at a price equal to 100% of the principal amount plus 50% of the original coupon of the applicable Notes. For the 12 month period from and after the first anniversary of the First Call Date, the redemption price of the Notes is reduced to 100% of the principal amount plus 25% of the original coupon. Thereafter, the Notes are redeemable at par.

(3)

The 4.250% 2025 Secured Notes, the 3.750% 2025 Secured Notes, the 5.125% 2026 Secured Notes, the 3.500% 2028 Secured Notes and the 6.750% 2031 Secured Notes are collectively referred to as the “Secured Notes”.

(4)

The 4.000% 2028 Unsecured Notes, the 4.750% 2029 Unsecured Notes and the 4.375% 2029 Unsecured Notes are collectively referred to as the “Unsecured Notes”.

18


Ranking

The Unsecured Notes are our senior unsecured obligations and rank equally in right of payment to all of our existing and future senior unsecured debt and senior in right of payment to all of our future subordinated debt (if any). The Unsecured Notes are effectively subordinated to any of our and the guarantors’ existing and future secured debt to the extent of the value of the assets securing such debt. The Secured Notes are our senior secured obligations and rank equally in right of payment to all of our existing and future senior secured debt and senior in right of payment to all of our future subordinated debt (if any). The Secured Notes are effectively senior to any of our and the guarantors’ existing and future unsecured debt to the extent of the value of the assets securing such debt. The guarantees of the Notes rank equally in right of payment with all of our subsidiary guarantors’ existing and future senior debt and senior in right of payment to all of our subsidiary guarantors’ future subordinated debt (if any). In addition, the Unsecured Notes are structurally subordinated to the liabilities of our non-guarantor subsidiaries, including certain subsidiaries that guarantee the Credit Agreements but do not guarantee the Unsecured Notes.

Covenants

The Unsecured Notes and the Secured Notes have been issued pursuant to separate indentures entered into between GFL and the note trustee (collectively, the “Indentures”). The Indentures entered into in respect of the Notes (other than in respect of the 3.500% 2028 Secured Notes) contain customary covenants, and restrictions on the activities of GFL, and its restricted subsidiaries and events of default for non-investment grade companies on the activities of GFL and its restricted subsidiaries, including, but not limited to, limitations on the incurrence of additional indebtedness; dividends or distributions in respect of capital stock or certain other restricted payments or investments; entering into agreements that restrict distributions from restricted subsidiaries; the sale or disposal of assets, including capital stock of restricted subsidiaries; transactions with affiliates; the incurrence of liens; and mergers, consolidations or the sale of substantially all of GFL’s assets. The Indenture entered into in respect of the 3.500% 2028 Secured Notes (the “2028 Secured Indenture”) contains events of default, covenants, and restrictions on the activities of GFL and its restricted subsidiaries that are substantially similar to the other Indentures as such limitations relate to the incurrence of liens, the sale or disposal of assets and mergers, consolidations or the sale of substantially all of GFL’s assets. The 2028 Secured Indenture does not restrict the Company from incurring additional indebtedness or making restricted payments. As at December 31, 2023 and December 31, 2022, we were in compliance with all debt covenants under the Indentures governing the Notes.

Security

Our Secured Notes are secured by a first priority lien on substantially all of our and each guarantors’ tangible and intangible assets and certain real property (subject to certain customary exceptions and exclusions) and a first priority pledge of all the capital stock of each direct, wholly-owned material restricted subsidiary directly held by GFL or any guarantor of the Secured Notes (limited to 65% of the capital stock held by GFL or any guarantors of the Secured Notes in any direct subsidiary thereof not organized under the laws of Canada or the United States (or any province or state thereof)) and will be secured by first ranking mortgages or charges by way of debentures.

The Unsecured Notes are guaranteed by our material subsidiaries that, together with other entities, guarantee the Term Loan B Facility. The Secured Notes are guaranteed by each of our subsidiaries that guarantee the Term Loan B Facility and the Revolving Credit Facility.

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$13.0 million (all of which was drawn as at December 31, 2023) and a US$15.0 million revolving credit facility (of which $nil was drawn as at 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 December 31, 2023) and a US$100.0 million revolving credit facility (of which US$29.3 million was drawn as of 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%.

19


Hedging Arrangements

We have entered into cross-currency swap contracts to fully hedge our exposure of the servicing of the 4.250% 2025 Secured Notes, the 5.125% 2026 Secured Notes, the 8.500% 2027 Unsecured Notes, the 4.000% 2028 Unsecured Notes and the 4.750% 2029 Unsecured Notes and to changes in the value of the U.S. dollar. The cross-currency interest rate swap associated with the 8.500% 2027 Notes continued to be in place after the redemption of the notes. As a result of the redemption, we discontinued the use of hedge accounting. We entered into an offset swap to receive and pay interest semi-annually at 8.828% on US$348.0 million in order to hedge this exposure. Refer to the sections entitled Notes and Commodity Price Exposure herein, and Foreign Currency Risk in the Annual Financial Statements for additional information.

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 December 31, 2023 are shown in the following table.

Less than

($ millions)

    

Total

    

1 year

    

1-3 year

    

4-5 year

    

Thereafter

Long-term debt

$

8,487.2

$

9.7

$

2,518.8

$

2,916.7

$

3,042.0

Interest on long-term debt

1,940.4

445.2

778.2

494.1

222.9

Lease obligations

 

610.4

 

85.5

 

217.0

 

71.3

 

236.6

Other

347.4

17.6

329.8

$

11,385.4

$

540.4

$

3,531.6

$

3,811.9

$

3,501.5

Other Commitments

We had letters of credit totaling approximately $236.1 million outstanding as at December 31, 2023 ($233.0 million as at December 31, 2022), which are not recognized in our 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 December 31, 2023, we had issued performance bonds totaling $1,681.7 million ($1,560.7 million as at December 31, 2022).

5.    Summary of Quarterly Results

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

31-Dec

30-Sep

30-Jun

31-Mar

31-Dec

30-Sep

30-Jun

31-Mar

($ millions except per share amounts)

    

2023

    

2023

    

2023

    

2023

    

2022

    

2022

    

2022

    

2022

Financial Summary

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Revenue

$

1,882.8

$

1,890.0

$

1,943.6

$

1,799.1

$

1,821.2

$

1,831.2

$

1,707.5

$

1,401.4

Adjusted EBITDA(1)

 

492.2

 

530.3

 

540.7

 

440.5

 

439.8

 

473.3

 

453.3

 

354.4

Net income (loss) from continuing operations

 

(62.1)

 

18.3

 

293.8

 

(217.8)

 

(219.1)

 

(183.7)

 

82.6

 

137.0

Income (loss) per share, basic