UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of: August, 2024
Commission File Number: 001-32562
STANTEC INC.
(Translation of registrant’s name into English)
300 – 10220 103 Avenue NW
Edmonton, Alberta
Canada T5J 0K4
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ___
Form 40-F X ___

EXHIBIT INDEX
Exhibit NumberDescription
Stantec Inc. Second Quarter 2024 Management’s Discussion and Analysis
Stantec Inc. Second Quarter 2024 Unaudited Interim Condensed Consolidated Financial Statements
Certification of Interim Filings – President and Chief Executive Officer
Certification of Interim Filings – Executive Vice President and Chief Financial Officer




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
STANTEC INC.
(Registrant)
Date: August 7, 2024
By:/s/ Theresa B. Y. Jang
Name:Theresa B. Y. Jang
Title:Executive Vice President and CFO



Exhibit 99.1 - Stantec Inc.’s Management's Discussion and Analysis
Management’s Discussion and Analysis
August 7, 2024
This discussion and analysis of Stantec Inc.’s (Stantec or the Company) operations, financial position, and cash flows for the quarter and the two quarters ended June 30, 2024, dated August 7, 2024, should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements and related notes for the quarter and the two quarters ended June 30, 2024, and the Management’s Discussion and Analysis (MD&A) and audited consolidated financial statements and related notes included in our 2023 Annual Report filed on February 28, 2024.

Our unaudited interim consolidated financial statements and related notes for the quarter and the two quarters ended June 30, 2024, are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as issued by the International Accounting Standards Board. We continue to apply the same accounting policies as those used in 2023. Amendments to accounting standards adopted in the quarter and disclosed in note 3 of our unaudited interim consolidated financial statements for the quarter ended June 30, 2024 (incorporated here by reference), did not have a material impact on the Company's consolidated financial statements or accounting policies. All amounts shown in this report are in Canadian dollars unless otherwise indicated.

Additional information regarding our Company, including our Annual Information Form, is available on SEDAR+ at sedarplus.ca and on EDGAR at sec.gov. Such additional information is not incorporated here by reference, unless otherwise specified, and should not be deemed to be part of this MD&A. Stantec trades on the TSX and the NYSE under the symbol STN. Visit us at stantec.com or find us on social media.

Non-IFRS Accounting Standards (non-IFRS) and Other Financial Measures
The Company reports its financial results in accordance with IFRS Accounting Standards. However, certain indicators used by the Company to analyze and evaluate its results are non-IFRS or other financial measures and ratios, including: adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted net income, adjusted earnings per share (EPS), adjusted return on invested capital (ROIC), net debt to adjusted EBITDA, days sales outstanding (DSO), free cash flow, margin (percentage of net revenue), organic growth (retraction), acquisition growth, measures described as on a constant currency basis and the impact of foreign exchange or currency fluctuations, compound annual growth rate (CAGR), net debt, total capital managed, working capital, and current ratio, as well as measures and ratios calculated using these non-IFRS or other financial measures. These measures are categorized as non-IFRS financial measures and ratios, supplementary financial measures, or capital management measures and described in the Definitions of Non-IFRS and Other Financial Measures (Definitions) and Liquidity and Capital Resources sections of this MD&A and, where applicable, reconciliations from the non-IFRS measure to the most directly comparable measure calculated in accordance with IFRS Accounting Standards are provided (see the Q2 2024 Financial Highlights, Financial Performance, Liquidity and Capital Resources, and Definitions sections).

These non-IFRS and other financial measures do not have a standardized meaning under IFRS Accounting Standards and, therefore, may not be comparable to similar measures presented by other issuers. Management believes that, in addition to conventional measures prepared in accordance with IFRS Accounting Standards, these non-IFRS and other financial measures and ratios provide useful information to investors to assist them in understanding components of and trends in our financial results. These measures should not be considered in isolation or viewed as a substitute for the related financial information prepared in accordance with IFRS Accounting Standards.
Management’s Discussion and Analysis
June 30, 2024
M-1
Stantec Inc.
Business Model
Stantec is a global design and delivery leader in sustainable engineering, architectural planning, and environmental services. As a trusted advisor for our clients and communities, Stantec’s multidisciplinary teams address climate change, urbanization, and infrastructure resiliency. Our strategy is guided by our purpose, which is to empower people to rise to the world’s greatest challenges. The success of our clients, communities, and people worldwide is our greatest ambition.

The Stantec community unites more than 31,000 employees working in over 450 locations across six continents. We cultivate close client relationships through our geographic and service offering diversification. Please see pages M-1 to M-2 of Stantec’s 2023 Annual Report for further details on our business model.

Strategic Acquisitions Completed in 2024 and 2023
Following is a list of acquisitions that contributed to revenue growth in our reportable segments and business operating units:
BUSINESS OPERATING UNITS
REPORTABLE SEGMENTSDate
Acquired		Primary Location# of EmployeesInfrastructureWaterBuildingsEnvironmental ServicesEnergy & Resources
Canada
Morrison Hershfield Group Inc. (Morrison Hershfield)
February 2024
Markham, Ontario
950●●●
United States
Environmental Systems Design, Inc. (ESD)
June 2023Chicago, Illinois300●
Morrison Hershfield February 2024
Atlanta, Georgia
200●●●
Global
ZETCON Ingenieure GmbH (ZETCON)
January 2024Bochum, Germany645●
Hydrock Holdings Limited (Hydrock)
April 2024Bristol, England950●●●


Management’s Discussion and Analysis
June 30, 2024
M-2
Stantec Inc.

Q2 2024 Financial Highlights
For the quarter ended
June 30,		For the two quarters ended
June 30,
2024202320242023
(In millions of Canadian dollars, 
except per share amounts and percentages)
$% of Net
Revenue		$% of Net
Revenue		$% of Net
Revenue		$% of Net
Revenue
Gross revenue1,889.7 126.5 %1,638.2 128.1 %3,611.1 126.1 %3,177.4 126.7 %
Net revenue1,493.3 100.0 %1,278.7 100.0 %2,863.4 100.0 %2,507.2 100.0 %
Direct payroll costs681.6 45.6 %584.7 45.7 %1,309.2 45.7 %1,153.2 46.0 %
Project margin811.7 54.4 %694.0 54.3 %1,554.2 54.3 %1,354.0 54.0 %
Administrative and marketing expenses576.6 38.6 %487.3 38.1 %1,119.5 39.1 %975.6 38.9 %
Depreciation of property and equipment17.2 1.2 %14.7 1.1 %33.0 1.2 %30.2 1.2 %
Depreciation of lease assets32.0 2.1 %30.2 2.4 %63.5 2.2 %61.1 2.4 %
Net impairment (reversal) of lease assets
16.5 1.1 %0.4 — %16.9 0.6 %(2.1)(0.1 %)
Amortization of intangible assets31.8 2.1 %26.4 2.1 %62.8 2.2 %52.7 2.1 %
Net interest expense and other net finance expense27.4 1.8 %22.9 1.8 %51.6 1.8 %44.5 1.8 %
Other expense (income)
0.9 0.1 %(1.4)(0.1 %)(4.8)(0.2 %)(5.3)(0.2 %)
Income taxes24.7 1.7 %25.5 2.0 %47.7 1.7 %44.4 1.8 %
Net income84.6 5.7 %88.0 6.9 %164.0 5.7 %152.9 6.1 %
Basic and diluted earnings per share (EPS)0.74 n/m0.79 n/m1.44 n/m1.38 n/m
Adjusted EBITDA (note)
247.3 16.6 %216.0 16.9 %459.2 16.0 %395.1 15.8 %
Adjusted net income (note)
127.2 8.5 %109.4 8.6 %230.2 8.0 %190.3 7.6 %
Adjusted diluted EPS (note)
1.12 n/m0.99 n/m2.02 n/m1.72 n/m
Dividends declared per common share0.210 n/m0.195 n/m0.420 n/m0.390 n/m
note: Adjusted EBITDA, adjusted net income, and adjusted diluted EPS are non-IFRS measures (discussed in the Definitions section of this MD&A).
n/m = not meaningful

Q2 2024 compared to Q2 2023
We delivered strong second quarter earnings, driven by record net revenue and solid project execution.
•Net revenue increased 16.8% or $214.6 million, to $1.5 billion, primarily driven by 8.8% acquisition and 7.1% organic net revenue growth. We achieved organic growth in all of our regional and business operating units with the exception of Energy & Resources. We achieved double-digit organic growth in our Water and Buildings businesses.
•Project margin increased 17.0% or $117.7 million, to $811.7 million. As a percentage of net revenue, project margin increased by 10 basis points to 54.4% reflecting solid project execution, particularly in our Water and Buildings businesses.
•Adjusted EBITDA increased 14.5% or $31.3 million, to $247.3 million. Adjusted EBITDA margin was 16.6%, in line with our expectations. Compared to Q2 2023, adjusted EBITDA margin decreased by 30 basis points and by 90 basis points when normalizing for the Q2 2023 increase in long-term incentive plan (LTIP) expense that resulted from strong price appreciation. The quarter-over-quarter change in margin primarily reflects claim provision estimates increasing to historically normal levels compared to 2023.
Management’s Discussion and Analysis
June 30, 2024
M-3
Stantec Inc.

•Net income decreased 3.9% or $3.4 million, to $84.6 million, and diluted EPS decreased 6.3% or $0.05, to $0.74, mainly due to a non-cash impairment charge of $16.5 million from our real estate optimization strategy and higher administrative and marketing expenses as a percentage of net revenue.
•Adjusted net income grew 16.3% or $17.8 million, to $127.2 million, achieving 8.5% of net revenue—a decrease of 10 basis points. Adjusted diluted EPS increased 13.1% or $0.13, to $1.12. The LTIP revaluation had a minimal impact on our Q2 2024 adjusted diluted EPS and a downward impact of $0.05 in Q2 2023.
•Contract backlog increased to $7.2 billion at June 30, 2024, reflecting 8.2% acquisition growth and 3.0% organic growth from December 31, 2023. Organic backlog growth was achieved in all of our regional operating units, and we achieved double-digit organic backlog growth in our Environmental Services and Energy & Resources businesses. Contract backlog represents approximately 12 months of work.
•Operating cash flows increased $49.3 million or 159.0%, with cash inflows of $80.3 million, reflecting strong operational performance and collection efforts.
•DSO was 77 days, remaining below our target of 80 days.
•Net debt to adjusted EBITDA (on a trailing twelve-month basis) at June 30, 2024 was 1.7x, reflecting the funding of recent acquisitions, and remaining within our internal target range of 1.0x to 2.0x.
•Consistent with our growth strategy, on April 30, 2024, we acquired Hydrock Holdings Limited (Hydrock), a 950-person integrated engineering design firm headquartered in Bristol, England. Hydrock bolsters our offering in the energy, buildings, and infrastructure markets.
•On August 7, 2024, our Board of Directors declared a dividend of $0.21 per share, payable on October 15, 2024, to shareholders of record on September 27, 2024.

Year-to-date Q2 2024 compared to year-to-date Q2 2023
•Net revenue increased 14.2% or $356.2 million, to $2.9 billion, primarily driven by 7.2% acquisition and 6.8% organic net revenue growth. We achieved organic growth in all of our regional and business operating units with the exception of Energy & Resources. Double-digit organic growth was achieved in our Water and Buildings businesses.
•Project margin increased $200.2 million or 14.8%, to $1,554.2 million. As a percentage of net revenue, project margin increased by 30 basis points to 54.3% due to solid project execution, particularly in our Water and Buildings businesses.
•Adjusted EBITDA increased $64.1 million or 16.2%, to $459.2 million. Adjusted EBITDA margin increased by 20 basis points over the prior period to 16.0%, and decreased by 10 basis points after normalizing for the LTIP revaluation. Consistent adjusted EBITDA margin was driven by strong net revenue growth and increased project margins, offset by higher administrative and marketing expenses as a percentage of net revenue primarily reflecting claim provision estimates increasing to historically normal levels compared to 2023.
•Net income increased 7.3% or $11.1 million, to $164.0 million, and diluted EPS increased 4.3%, or $0.06, to $1.44, mainly due to strong net revenue growth and solid project execution, partly offset by a non-cash impairment charge of $16.9 million from our real estate optimization strategy and higher administrative and marketing expenses as a percentage of net revenue.
•Adjusted net income grew 21.0% or $39.9 million, to $230.2 million, achieving 8.0% of net revenue—an increase of 40 basis points and adjusted diluted EPS increased 17.4%, or $0.30, to $2.02. The LTIP revaluation had an impact of $0.04 on the 2024 year-to-date adjusted diluted EPS and an impact of $0.10 in the comparative period.
•Operating cash flows increased $69.5 million or 102.7%, with cash inflows of $137.2 million, reflecting strong operational performance and collection efforts.
Management’s Discussion and Analysis
June 30, 2024
M-4
Stantec Inc.

Reconciliation of Non-IFRS Financial Measures
For the quarter ended
June 30,		For the two quarters ended
June 30,
(In millions of Canadian dollars, except per share amounts)2024202320242023
Net income 84.6 88.0 164.0 152.9 
Add back (deduct):
Income taxes24.7 25.5 47.7 44.4 
Net interest expense27.3 22.3 51.3 43.0 
Net impairment (reversal) of lease assets (note 1)
18.4 0.9 18.9 (2.0)
Depreciation and amortization81.0 71.3 159.3 144.0 
Unrealized gain on equity securities
(1.8)(3.3)(3.7)(7.2)
Acquisition, integration, and restructuring costs (note 4)13.1 11.3 21.7 20.0 
Adjusted EBITDA 247.3 216.0 459.2 395.1 

For the quarter ended
June 30,		For the two quarters ended
June 30,
(In millions of Canadian dollars, except per share amounts)2024202320242023
Net income 84.6 88.0 164.0 152.9 
Add back (deduct) after tax:
Net impairment (reversal) of lease assets (note 1)
14.4 0.6 14.7 (1.6)
Amortization of intangible assets related to acquisitions (note 2)18.9 14.6 37.0 29.1 
Unrealized gain on equity securities (note 3)
(1.4)(2.6)(2.9)(5.6)
Acquisition, integration, and restructuring costs (note 4)10.7 8.8 17.4 15.5 
Adjusted net income127.2 109.4 230.2 190.3 
Weighted average number of shares outstanding - diluted114,066,995 111,015,228 114,066,995 110,953,350 
Adjusted earnings per share - diluted1.12 0.99 2.02 1.72 
See the Definitions section of this MD&A for our discussion of non-IFRS and other financial measures used and additional reconciliations of non-IFRS financial measures.
note 1: The net impairment (reversal) of lease assets and property and equipment includes onerous contracts associated with the impairment for the quarter ended June 30, 2024 of $1.9 (2023 - $0.5) and for the two quarters ended June 30, 2024 of $2.0 (2023 - $0.1). For the quarter ended June 30, 2024, this amount is net of tax of $4.0 (2023 - $0.3). For the two quarters ended June 30, 2024, this amount is net of tax of $4.2 (2023 - $(0.4)).
note 2: The add back of intangible amortization relates only to the amortization from intangible assets acquired through acquisitions and excludes the amortization of software purchased by Stantec. For the quarter ended June 30, 2024, this amount is net of tax of $5.4 (2023 - $4.2). For the two quarters ended June 30, 2024 this amount is net of tax of $10.7 (2023 - $8.4).
note 3: For the quarter ended June 30, 2024, this amount is net of tax of $(0.4) (2023 - $(0.7)). For the two quarters ended June 30, 2024 this amount is net of tax of $(0.8) (2023- $(1.6)).
note 4: The add back of certain administrative and marketing costs and depreciation primarily related to acquisition and integration expenses associated with our acquisitions and restructuring costs. For the quarter ended June 30, 2024, this amount is net of tax of $3.2 (2023 - $2.5). For the two quarters ended June 30, 2024, this amount is net of tax of $5.1 (2023- $4.5).
Management’s Discussion and Analysis
June 30, 2024
M-5
Stantec Inc.

Financial Targets - Revised
We are revising and narrowing certain targets contained within our 2024 guidance (provided on page M-11 in our 2023 Annual Report, incorporated here by reference) based on the strength of our financial performance to date and the outlook for the balance of this year, further described below in the Outlook section.
Previously Published 2024 Annual Range
Revised 2024 Annual Range
Targets
Net revenue growth
11% to 15%12% to 15%
Adjusted EBITDA as % of net revenue (note)
16.2% to 17.2%16.5% to 16.9%
Adjusted net income as % of net revenue (note)
above 8%above 8%
Adjusted diluted EPS growth (note)
12% to 16%12% to 16%
Adjusted ROIC (note)
above 11%above 11%
Our targets and guidance assumed the average value for the US dollar to be $1.35, GBP to be $1.70, and AU dollar $0.90. For all other underlying assumptions, see page M-24. These targets do not include the impact of revaluing our share-based compensation, which fluctuates primarily due to share price movements subsequent to December 31, 2023, as further described below.
note: Adjusted EBITDA, adjusted net income, adjusted diluted EPS, and adjusted ROIC are non-IFRS measures discussed in the Definitions section of this MD&A.


Outlook
The guidance provided in the Outlook section of our 2023 Annual Report (incorporated here by reference) was based on our expectation we would continue to see high levels of activities in all regions.

Our outlook for net revenue growth remains robust. As such, we now expect net revenue growth to be in the range of 12% to 15%, raising the lower end of the range from 11%. We reaffirm our expectations for organic net revenue growth in the mid to high single digits. We continue to expect the US and Global regions to deliver organic growth in the mid to high-single digits and Canada to be in the mid-single digits. This has been complemented by increased expectations from acquisition net revenue growth, revised to high-single digit growth from mid to high-single digit growth.

We are narrowing our target range for adjusted EBITDA margin to 16.5% to 16.9% (previously 16.2% to 17.2%). This reflects our continuing confidence in solid project execution and operational performance, while recognizing that opportunities for margin and earnings enhancement from our three recent acquisitions will be muted during this initial period of transition and integration. As such, we continue to expect adjusted net income to achieve a margin above 8.0%, adjusted diluted EPS growth to be in the range of 12% to 16%, and adjusted ROIC to be above 11%.

Effect of Long-term Incentive Plan
Consistent with guidance previously provided, our targets do not include the impact of revaluing our share-based compensation, which fluctuates primarily due to share price movements subsequent to December 31, 2023. Year to date, the revaluation resulted in a $6.4 million expense (pre-tax), the equivalent of 20 basis points as a percentage of net revenue and $0.04 EPS. If the LTIP metrics existing at Q2 2024 remain constant to the end of the year, the impact of higher share-based compensation expense to the remaining two quarters would be approximately $0.6 million (pre- tax) or less than $0.01 EPS, and the full year impact would be approximately $7.0 million (pre-tax) or $0.05 EPS.

The above targets do not include any assumptions for additional acquisitions given the unpredictable nature of the size and timing of such acquisitions, or the impact from share price movements subsequent to December 31, 2023 and the relative total shareholder return components on our share-based compensation programs.
Management’s Discussion and Analysis
June 30, 2024
M-6
Stantec Inc.

Financial Performance
The following sections outline specific factors that affected the results of our operations in Q2 2024 and year to date Q2 2024.

Gross and Net Revenue
While providing professional services, we incur certain direct costs for subconsultants, equipment, and other expenditures that are recoverable directly from our clients. Revenue associated with these direct costs is included in gross revenue. Because these direct costs and associated revenue can vary significantly from contract to contract, changes in gross revenue may not be indicative of our revenue trends. Accordingly, we also report net revenue (which is gross revenue less subconsultant and other direct expenses) and analyze results in relation to net revenue rather than gross revenue.

We generate over 75% of our gross revenue in foreign currencies, primarily in US dollars, British pounds (GBP), and Australian (AU) dollars. Fluctuations in these and other currencies had a net $11.9 million positive impact on our net revenue results in Q2 2024 compared to Q2 2023 and a net $5.2 million positive impact year to date in 2024 compared to 2023:
•The US dollar averaged $1.34 in Q2 2023 and $1.37 in Q2 2024 —a 2.2% increase. Year to date, the US dollar averaged $1.35 in Q2 2023 and $1.36 in Q2 2024—a 0.7% increase. The strengthening US dollar compared to the Canadian dollar had a positive effect on gross and net revenues.
•The GBP averaged $1.68 in Q2 2023 and $1.73 in Q2 2024—a 3.0% increase. Year to date, the GBP averaged $1.66 in Q2 2023 and $1.72 in Q2 2024—a 3.6% increase. The strengthening GBP compared to the Canadian dollar had a positive effect on gross and net revenues.
•The AU dollar averaged $0.90 in Q2 2023 and Q2 2024. Year to date, the AU dollar averaged $0.91 in Q2 2023 and $0.89 in Q2 2024—a 2.2% decrease. The weakening AU dollar year to date compared to the Canadian dollar had a negative effect on gross and net revenues.
Fluctuations in other foreign currencies did not have a material impact on our gross and net revenue.

Revenue earned by acquired companies in the first 12 months following an acquisition is reported as revenue from acquisitions and thereafter as organic revenue.

Gross Revenue by Reportable Segment - Q2 2024
(In millions of Canadian dollars, except percentages)Q2 2024Q2 2023Total ChangeChange Due to AcquisitionsChange Due to Foreign ExchangeChange Due to Organic Growth % of Organic Growth
Canada435.5364.271.341.6n/a29.78.2 %
United States1,024.3913.5110.854.117.838.94.3 %
Global429.9360.569.451.4(1.1)19.15.3 %
Total1,889.71,638.2251.5147.116.787.7
Percentage Growth15.4 %9.0 %1.0 %5.4 %


Management’s Discussion and Analysis
June 30, 2024
M-7
Stantec Inc.

Net Revenue by Reportable Segment - Q2 2024
(In millions of Canadian dollars, except percentages)Q2 2024Q2 2023Total ChangeChange Due to AcquisitionsChange Due to Foreign ExchangeChange Due to Organic Growth% of Organic Growth
Canada370.7320.350.434.4n/a16.05.0 %
United States775.6667.2108.437.712.658.18.7 %
Global347.0291.255.840.4(0.7)16.15.5 %
Total1,493.31,278.7214.6112.511.990.2
Percentage Growth16.8 %8.8 %0.9 %7.1 %
Gross Revenue by Reportable Segment - year-to-date Q2 2024
(In millions of Canadian dollars, except percentages)Q2 2024 YTDQ2 2023 YTDTotal ChangeChange Due to AcquisitionsChange Due to Foreign ExchangeChange Due to Organic Growth% of Organic Growth
Canada791.2708.382.964.1n/a18.82.7 %
United States2,009.71,758.0251.7101.014.7136.07.7 %
Global810.2711.199.175.7(6.7)30.14.2 %
Total3,611.13,177.4433.7240.88.0184.9
Percentage Growth13.6 %7.6 %0.2 %5.8 %

Net Revenue by Reportable Segment - year-to-date Q2 2024
(In millions of Canadian dollars, except percentages)Q2 2024 YTDQ2 2023 YTDTotal ChangeChange Due to AcquisitionsChange Due to Foreign ExchangeChange Due to Organic Growth% of Organic Growth
Canada694.4623.371.152.2n/a18.93.0 %
United States1,509.51,310.4199.165.910.2123.09.4 %
Global659.5573.586.061.9(5.0)29.15.1 %
Total2,863.42,507.2356.2180.05.2171.0
Percentage Growth14.2 %7.2 %0.2 %6.8 %

Gross Revenue by Business Operating Unit - Q2 2024
(In millions of Canadian dollars, except percentages)Q2 2024Q2 2023Total ChangeChange Due to AcquisitionsChange Due to Foreign ExchangeChange Due to Organic Growth (Retraction)% of Organic Growth (Retraction)
Infrastructure525.1448.876.352.35.818.24.1 %
Water391.3341.749.6—4.445.213.2 %
Buildings420.0295.6124.487.53.833.111.2 %
Environmental Services372.0357.314.73.64.96.21.7 %
Energy & Resources181.3194.8(13.5)3.7(2.2)(15.0)(7.7 %)
Total1,889.71,638.2251.5147.116.787.7
Percentage Growth15.4 %9.0 %1.0 %5.4 %


Management’s Discussion and Analysis
June 30, 2024
M-8
Stantec Inc.

Net Revenue by Business Operating Unit - Q2 2024
(In millions of Canadian dollars, except percentages)Q2 2024Q2 2023Total ChangeChange Due to AcquisitionsChange Due to Foreign ExchangeChange Due to Organic Growth (Retraction)% of Organic Growth (Retraction)
Infrastructure421.1356.664.539.84.220.55.7 %
Water308.7268.240.5—3.437.113.8 %
Buildings325.4224.7100.767.42.730.613.6 %
Environmental Services276.4263.013.43.13.46.92.6 %
Energy & Resources161.7166.2(4.5)2.2(1.8)(4.9)(2.9 %)
Total1,493.31,278.7214.6112.511.990.2
Percentage Growth16.8 %8.8 %0.9 %7.1 %

Gross Revenue by Business Operating Unit - year-to-date Q2 2024
(In millions of Canadian dollars, except percentages)Q2 2024 YTDQ2 2023 YTDTotal ChangeChange Due to AcquisitionsChange Due to Foreign ExchangeChange Due to Organic Growth (Retraction)% of Organic Growth (Retraction)
Infrastructure988.3861.3127.088.04.434.64.0 %
Water771.3669.4101.9—3.798.214.7 %
Buildings803.9586.7217.2143.42.571.312.2 %
Environmental Services694.0678.915.15.73.75.70.8 %
Energy & Resources353.6381.1(27.5)3.7(6.3)(24.9)(6.5 %)
Total3,611.13,177.4433.7240.88.0184.9
Percentage Growth13.6 %7.6 %0.2 %5.8 %

Net Revenue by Business Operating Unit - year-to-date Q2 2024
(In millions of Canadian dollars, except percentages)Q2 2024 YTDQ2 2023 YTDTotal ChangeChange Due to AcquisitionsChange Due to Foreign ExchangeChange Due to Organic Growth (Retraction)% of Organic Growth (Retraction)
Infrastructure798.3689.2109.169.13.136.95.4 %
Water610.0528.082.0—2.879.215.0 %
Buildings616.1457.1159.0104.01.553.511.7 %
Environmental Services524.8502.322.54.72.615.23.0 %
Energy & Resources314.2330.6(16.4)2.2(4.8)(13.8)(4.2 %)
Total2,863.42,507.2356.2180.05.2171.0
Percentage Growth14.2 %7.2 %0.2 %6.8 %

In Q2 2024, we delivered an overall 16.8% increase in net revenue compared to Q2 2023 and a 14.2% increase year to date. Net revenue growth reflects solid performance in all of our geographies, double-digit net organic growth in our Water and Buildings businesses, and solid contributions from our acquisitions of ZETCON, Morrison Hershfield, and Hydrock. Public infrastructure spending and private investment continue to be key growth drivers in 2024, with increased project work in water security and transportation. Another key driver is the urgent challenge to tackle climate change and resource security. The focus on Smart(ER) cities and buildings (which include the tenets of Equity and Resiliency), including hospitals, data centers, and other mission-critical facilities to meet the needs in the civic, healthcare, residential, and industrial markets, also continues to drive growth.


Management’s Discussion and Analysis
June 30, 2024
M-9
Stantec Inc.


Canada
We achieved 15.7% net revenue growth in our Canadian operations during the quarter and 11.4% year to date, including acquisition growth of 10.7% and 8.4%, respectively. As anticipated, organic growth remains solid at 5.0% for the quarter and 3.0% year to date in comparison to double digit organic growth achieved during the same periods last year. The ramp up of major roadway projects and continued momentum on wastewater solution projects contributed to organic growth in Infrastructure and Water, respectively. Public sector investment in western Canada drove growth in Buildings, primarily in our education, civic, and healthcare sectors. This growth was partly offset with a retraction in Energy & Resources as we continued to experience delays in the ramp up of new projects while certain projects wound down in late 2023, and Environmental Services, which has completed several significant projects that contributed to double-digit growth last year.

United States
Net revenue increased 16.2% during the quarter and 15.2% year to date, reflecting acquisition growth of 5.7% and 5.0%, respectively, and organic growth of 8.7% and 9.4%. Public and private sector demand continued to fuel solid organic growth across all of our business operating units. Momentum on major Infrastructure projects continued to drive solid organic growth, particularly on transit and rail projects in the western US and roadway work in the eastern US. Our Water team capitalized on continued robust public sector and industrial project demands across the US and large-scale water security projects in the western US. Organic growth in Buildings was spurred by solid investment across most of our sectors, particularly in healthcare, industrial, and science and technology.
Global
In our Global operations, we achieved net revenue growth of 19.2% during the quarter and 15.0% year to date, reflecting acquisition growth of 13.9% and 10.8%, respectively, and organic net revenue growth of 5.5% and 5.1%. The ramp up of projects spurred over 20% organic growth in Buildings, most notably in the Middle East where we are the lead designer of the Hamdan Bin Rashid Cancer Center in Dubai and in the UK as activity ramped up on a major battery cell manufacturing facility. Our industry-leading Water business delivered strong organic growth across the UK, New Zealand, and Australia through long-term framework agreements and public sector investment in water infrastructure. Environmental Services also drove growth with momentum from energy transition projects, particularly in Europe. Partly offsetting the increases was a retraction in Australia, most notably impacting Infrastructure due to the Australia government’s decision to cancel or delay certain transportation projects.

Backlog
We define “backlog” as the total value of all contracts that have been awarded less the total value of work completed on these contracts as of the reporting date. Our backlog equates to our remaining performance obligations that are unsatisfied (or partially satisfied) at the end of the reporting period, as reported under IFRS Accounting Standards.

(In millions of Canadian dollars, except percentages)Jun 30, 2024Dec 31, 2023Total ChangeChange Due to AcquisitionsChange Due to Foreign Exchange
Change Due to Organic Growth
% of Organic Growth
Canada1,650.51,342.6 307.9183.8n/a124.19.2 %
United States4,174.23,950.8 223.454.3129.140.01.0 %
Global1,327.91,012.5 315.4279.39.826.32.6 %
Total7,152.66,305.9 846.7517.4138.9190.4
Percentage Growth
13.4 %8.2 %2.2 %3.0 %

Our contract backlog at June 30, 2024 stands at $7.2 billion, representing approximately 12 months of work, which is consistent with December 31, 2023. Acquisitions completed in 2024 contributed to 8.2% growth or $517.4 million, primarily within Infrastructure and Buildings. Backlog also grew 3.0% organically, or $190.4 million, primarily in our
Management’s Discussion and Analysis
June 30, 2024
M-10
Stantec Inc.

Canada operations and particularly in Environmental Services, Energy & Resources, and Infrastructure business units.

Major Project Awards
We are well-positioned to provide solutions that positively impact our clients and communities. Through our partnerships and business relations, we continue to capture traditional and emerging opportunities in backlog and also in our master services agreement wins.

Canada
Through our Kitikmeot Inuit partnership, we have been selected as the engineering and environmental consultants for the strategic Grays Bay Road and Port project. The project will consist of a 227 km all-season road, providing access from Alberta to the Beaufort Sea and Arctic Ocean through the proposed first deep-water port in the Western Arctic. In Buildings, our healthcare portfolio continues to expand through the addition of the $289 million Nanaimo Cancer Centre project, which will increase cancer care in the local community, and integrate cultural care into the center’s design. We are also designing the future biomass cogeneration plant for the Atikamekw community of Opitciwan in Quebec, the first biomass cogeneration plant in Quebec using Organic Rankine Cycle technology to efficiently produce electricity from residual heat sources and reduce operating costs. The project will provide a clean and renewable energy source to the community while contributing to economic and social growth in the area.

United States
Mission critical facilities and their reliability continue to be a focus for clients around the world. Our Water team has been engaged to provide design services for complex water treatment plants which are critical to ensuring data center stability and maximizing energy efficiency for those projects. Our Infrastructure team has been selected to lead the Bi-State Sustainable Reinvestment Corridor project in Kansas and Missouri, a 24-mile corridor project funded by the Rebuilding American Infrastructure with Sustainability and Equity (RAISE) grant from the federal government to connect four key cities and improve access to housing, health care, transportation, employment, and education for residents in each city and the surrounding areas. Our Environmental Services team has been selected to lead federal and state permitting efforts to build an underground fiber optic middle-mile network between Oregon and Nevada. The 622-mile network will provide affordable broadband internet services to underserved rural areas.

Global
We continue to secure design and construction management services for several AMP8 frameworks including Southern Water for the next 5 years, as well as United Utilities, which positions our Water team well for the AMP9 framework. This expertise and trusted experience has expanded our services to provide a range of consultancy services on the Dŵr Cymru Cyfyngedig’s AMP8 Engineering Consultancy Framework (referred to as Dŵr Cymru Welsh Water) to deliver its £4 billion program. In New Zealand, our Infrastructure team will be supporting temporary and permanent protection measures and repairs to areas impacted by Cyclone Gabrielle, enabling safe access to key infrastructure for the recovering community. Our Community Development team in Australia has been selected to provide master planning and concept for 2000 lots and detailed design for 800 lots in the Lakes precinct at Stocklands Aura development. Our Energy & Resources team has been awarded a master service agreement to support LUMA, the operator and manager of power distribution across Puerto Rico. This is the third MSA with LUMA and the contract is part of a Federal Emergency Management Agency funded effort to create a more reliable and resilient energy supply.

Project Margin
In general, project margin fluctuations depend on the particular mix of projects in progress during any quarter and on project execution. The fluctuations reflect our business model, which is based on providing services across diverse geographic locations, business operating units, and all phases of the infrastructure and facilities project life cycle. For a definition of project margin, refer to the Financial Performance section of our 2023 Annual Report (incorporated here by reference).
Management’s Discussion and Analysis
June 30, 2024
M-11
Stantec Inc.


Project Margin by Reportable Segment
 Quarter Ended Jun 30,Two Quarters Ended Jun 30,
 2024202320242023
(In millions of Canadian dollars, except percentages)$% of Net
Revenue		$% of Net
Revenue		$% of Net
Revenue		$% of Net
Revenue
Canada197.3 53.2 %172.7 53.9%369.6 53.2 %334.8 53.7%
United States427.6 55.1 %363.7 54.5%830.1 55.0 %714.9 54.6%
Global186.8 53.8 %157.6 54.1%354.5 53.8 %304.3 53.1%
Total811.7 54.4 %694.0 54.3%1,554.2 54.3 %1,354.0 54.0%

Project Margin by Business Operating Unit
 Quarter Ended Jun 30,Two Quarters Ended Jun 30,
 2024202320242023
(In millions of Canadian dollars, except percentages)$% of Net
Revenue		$% of Net
Revenue		$% of Net
Revenue		$% of Net
Revenue
Infrastructure223.1 53.0 %191.9 53.8%423.4 53.0 %368.2 53.4%
Water170.7 55.3 %146.9 54.8%337.9 55.4 %285.4 54.1%
Buildings174.9 53.7 %118.4 52.7%335.0 54.4 %244.7 53.5%
Environmental Services156.9 56.8 %147.7 56.2%294.0 56.0 %280.9 55.9%
Energy & Resources86.1 53.2 %89.1 53.6%163.9 52.2 %174.8 52.9%
Total811.7 54.4 %694.0 54.3%1,554.2 54.3 %1,354.0 54.0%

In the quarter, project margin increased $117.7 million, or 17.0%, and as a percentage of net revenue, project margin increased to 54.4% from 54.3%. Year to date, project margin increased $200.2 million, or 14.8%, and as a percentage of net revenue, project margin increased 30 basis point to 54.3%. Net revenue growth driven by robust public and private investment contributed to the project margin increases. As a percentage of net revenue, project margin remained in line with our expectations as a result of our continued discipline in project execution and increased selectivity in project pursuits.

In Canada, project margin in the quarter increased $24.6 million to $197.3 million and year to date increased $34.8 million to $369.6 million. As a percentage of net revenue, project margin was 53.2% in the quarter and year to date, a 70 and 50 basis point decrease, respectively, compared to prior periods. The wind down of several higher margin projects in Environmental Services, a shift in project mix, and certain Infrastructure project recoveries and change order approvals in the prior period contributed to project margin decreases.

In our US operations, project margin in the quarter increased $63.9 million to $427.6 million and year to date increased $115.2 million to $830.1 million. As a percentage of net revenue, project margin increased 60 basis points in the quarter to 55.1% and 40 basis points year to date to 55.0%. Margin increases were primarily due to favorable project mix and solid project performance, most notably in Water.

In our Global operations, project margin increased $29.2 million to $186.8 million and year to date increased $50.2 million to $354.5 million. As a percentage of net revenue, project margin was 53.8% in the quarter and year to date, reflecting a 30 basis point decrease and a 70 basis point increase, respectively, compared to prior periods. A shift in project mix contributed to a slight decrease in project margins in the quarter, while strong volume on higher margin work in Buildings and solid project performance in UK Water contributed to year to date project margin increases.

Management’s Discussion and Analysis
June 30, 2024
M-12
Stantec Inc.

Administrative and Marketing Expenses
Administrative and marketing expenses increased $89.3 million in Q2 2024 compared to Q2 2023 and increased as a percentage of net revenue by 50 basis points to 38.6%. Year to date, administrative and marketing expenses increased $143.9 million compared to the prior period and increased as a percentage of net revenue by 20 basis points to 39.1% in 2024. The impact of the LTIP revaluation due to the strengthening of our share price was $0.6 million in Q2 2024 compared to $7.3 million in Q2 2023 and $6.4 million in the first two quarters of 2024 compared to $14.9 million in the comparative period.

The increase to administrative and marketing expenses as a percentage of net revenue was primarily impacted by claim provision estimates increasing to historically normal levels compared to 2023. Administrative labor also increased slightly as staff transition from certain major projects winding down to new projects which are ramping up in the second half of the year.

Amortization of Intangible Assets
The timing of completed acquisitions, size of acquisitions, and type of intangible assets acquired impact the amount of amortization of intangible assets in a period. Client relationships are amortized over estimated useful lives ranging from 10 to 15 years and contract backlog is amortized over an estimated useful life of 1 to 3 years. Consequently, the impact of amortization can be significant in the reporting periods following an acquisition.

Amortization of intangible assets increased $5.4 million in the quarter and $10.1 million in the first two quarters of 2024 compared to the same periods in 2023 as a result of recent acquisitions completed, including acquisitions in 2024 which added $131.4 million to client relationships and $45.6 million to backlog.

Net Impairment of Lease Assets
As part of the increased real estate optimization objectives outlined in our 2024-2026 Strategic Plan, we continued to review our real estate lease portfolio to identify additional underutilized office spaces and updated our assumptions for previously impaired locations. Consequently, we recorded a non-cash net impairment charge of $16.9 million in 2024 for various leased office spaces, primarily across our Canada and US operations. We also recorded related onerous contract costs of $2.0 million in 2024 that are included in administrative and marketing expense.

The recoverable amount of lease assets and associated property and equipment was estimated using the value in use approach.

Net Interest Expense and Other Net Finance Expense
Net interest expense and other net finance expense increased $4.5 million in the quarter and $7.1 million in the first two quarters of 2024 compared to the same periods in 2023, primarily due to overall higher net debt to fund our acquisitions.

Income Taxes
Our effective income tax rate remained consistent with prior periods at 22.5% in Q2 2024 and year to date 2024, which was in line with our guidance and consistent with the annual effective tax rate of 22.5% in 2023.
Summary of Quarterly Results
The following table presents selected data derived from our consolidated financial statements for each of the eight most recently completed quarters. This information should be read in conjunction with the applicable interim unaudited and annual audited consolidated financial statements and related notes.

Management’s Discussion and Analysis
June 30, 2024
M-13
Stantec Inc.

Quarterly Unaudited Financial Information
202420232022
(In millions of Canadian dollars, except per share amounts)
Q2
Q1
Q4
Q3
Q2Q1
Q4
Q3
Gross revenue1,889.7 1,721.4 1,609.0 1,693.2 1,638.2 1,539.2 1,513.5 1,473.2 
Net revenue1,493.3 1,370.1 1,242.2 1,316.8 1,278.7 1,228.5 1,130.4 1,160.0 
Net income84.6 79.4 74.4 103.9 88.0 64.9 73.5 68.0 
Diluted earnings per share0.74 0.70 0.66 0.94 0.79 0.59 0.66 0.61 
Adjusted net income (note)
127.2 103.0 91.4 126.7 109.4 80.9 91.1 95.0 
Adjusted diluted EPS (note)
1.12 0.90 0.82 1.14 0.99 0.73 0.82 0.86 
note: Adjusted net income and adjusted diluted EPS are non-IFRS measures further discussed in the Definitions section of this MD&A.
Quarterly EPS and adjusted diluted EPS are not additive and may not equal the annual EPS reported. This is a result of the effect of shares issued on the weighted average number of shares. Quarterly and annual diluted EPS and adjusted diluted EPS are also affected by the change in the market price of our shares since we do not include dilutive options when the exercise price of the option is not in the money.

The table below compares quarters, summarizing the impact of organic and acquisition growth and foreign exchange on net revenue:

Q2 2024Q1 2024Q4 2023Q3 2023
vs.vs.vs.vs.
(In millions of Canadian dollars)Q2 2023Q1 2023Q4 2022Q3 2022
Increase in net revenue due to
Organic growth90.2 80.8 85.3 104.3 
Acquisition growth112.567.5 21.3 26.9 
Impact of foreign exchange rates on revenue earned by foreign subsidiaries11.9 (6.7)5.2 25.6 
Total increase in net revenue214.6 141.6 111.8 156.8 

We experience variability in our results of operations from quarter to quarter due to the nature of the sectors and geographic locations we operate in. In the first and fourth quarters, we see slowdowns related to winter weather conditions in the northern hemisphere and holiday schedules. The increase in net revenue from Q2 2024 compared to Q2 2023 primarily reflects acquisition growth from revenues contributed from acquisitions completed in the last twelve months, organic growth due to a strong macro environment, and net positive foreign exchange impacts. (See additional information on the operating results in our MD&A for each respective quarter.)
Management’s Discussion and Analysis
June 30, 2024
M-14
Stantec Inc.

Statements of Financial Position
The following table highlights the major changes to assets, liabilities, and equity since December 31, 2023:
(In millions of Canadian dollars)Jun 30, 2024Dec 31, 2023
Total current assets2,451.1 2,272.5 
Property and equipment297.7 267.5 
Lease assets500.8 442.9 
Goodwill2,942.5 2,384.0 
Intangible assets455.1 265.7 
Net employee defined benefit asset75.5 72.3 
Deferred tax assets101.6 92.6 
Other assets286.0 279.2 
Total assets7,110.3 6,076.7 
Current portion of long-term debt189.0 146.7 
Current portion of provisions53.2 51.7 
Current portion of lease liabilities105.1 101.3 
All other current liabilities1,414.2 1,316.0 
Total current liabilities1,761.5 1,615.7 
Lease liabilities553.1 477.8 
Long-term debt1,511.4 982.3 
Provisions174.2 134.8 
Net employee defined benefit liability28.2 29.5 
Deferred tax liabilities80.3 24.4 
Other liabilities38.8 55.6 
Equity2,962.8 2,756.6 
Total liabilities and equity7,110.3 6,076.7 

Refer to the Liquidity and Capital Resources section of this MD&A for an explanation of the changes in current assets, current liabilities, and shareholders’ equity.

The carrying amounts of assets and liabilities for our US operations and other global subsidiaries on our consolidated statements of financial position increased due to the strengthening of the US dollar, British pound, and Australian dollar relative to the Canadian dollar. Other factors that impacted our long-term assets and liabilities are indicated below.

The ZETCON, Morrison Hershfield, and Hydrock acquisitions increased goodwill by $500.9 million, intangible assets by $177.4 million, and lease assets by $60.2 million. These values are based on a preliminary purchase price allocation and are pending a final determination of the fair value of the assets and liabilities acquired. The final allocation may differ from the preliminary allocation.

Other increases to long-term assets include additions to property and equipment, lease assets and intangible assets. Partly offsetting the increases were depreciation and amortization expense.

Long-term debt increased $571.4 million, due to higher draws on the revolving credit facility and increases to notes payable, primarily to finance our 2024 acquisitions, as well as higher other financing obligations. Acquisition additions increased lease liabilities by $57.3 million, deferred tax liabilities by $55.7 million, and provisions by $23.4 million. Other increases include additions and modifications to lease liabilities and higher provisions for self-insured liabilities.
Management’s Discussion and Analysis
June 30, 2024
M-15
Stantec Inc.

Partly offsetting these increases is a reduction in other liabilities due to the settlement of cash-settled share-based compensation obligations.
Liquidity and Capital Resources
We are able to meet our liquidity needs through various sources, including cash generated from operations; long- and short-term borrowings (further described in the Capital Management section of this MD&A); and the issuance of common shares. We use funds primarily to pay operational expenses; complete acquisitions; sustain capital spending on property, equipment, and software; repay long-term debt; repurchase shares; and pay dividend distributions to shareholders.

We believe that internally generated cash flows, supplemented by borrowings, if necessary, will be sufficient to cover our normal operating and capital expenditures. However, under certain favorable market conditions, we do consider issuing common shares to facilitate acquisition growth or to reduce borrowings under our credit facilities.


Working Capital
The following table summarizes working capital information at June 30, 2024, compared to December 31, 2023:

(In millions of Canadian dollars, except ratios)Jun 30, 2024Dec 31, 2023
Current assets2,451.1 2,272.5 
Current liabilities1,761.5 1,615.7 
Working capital (note)
689.6 656.8 
Current ratio (note)
1.39 1.41 
note: See the Definitions section of this MD&A for our discussion of supplementary financial measures used.

The carrying amounts of assets and liabilities for our US operations and other global subsidiaries on our consolidated statements of financial position increased due to the strengthening of the US dollar, British pound, and Australian dollar relative to the Canadian dollar.

Current assets increased due to a collective increase of $260.2 million in trade and other receivables, unbilled receivables, and contract assets from organic growth and the 2024 acquisitions. The timing of installment payments contributed to increases in income taxes recoverable and higher subscription renewal fees for certain cloud-based software solutions contributed to higher prepaid expenses. These increases were partly offset by decreases in cash and deposits of $134.7 million (explained in the Cash Flows section of this MD&A).
Our DSO, defined in the Definitions section of this MD&A, was 77 days at June 30, 2024, a decrease of two days from March 31, 2024 and remains within our stated internal guideline.
The increase in current liabilities was primarily related to the increase in trade and other payables, resulting from acquisition additions and the timing of payroll and supplier payments, the current portion of long-term debt (explained in the Statements of Financial Position section of this MD&A), deferred revenue from acquisitions, and bank indebtedness (explained in the Cash Flows section of this MD&A). These increases were partly offset by a decrease in the current portion of other liabilities, primarily related to cash settled share-based compensation.

Cash Flows
Our cash flows from and used in operating, investing, and financing activities are reflected in the consolidated statements of cash flows and are summarized below:
Management’s Discussion and Analysis
June 30, 2024
M-16
Stantec Inc.

Quarter Ended Jun 30,Two Quarters Ended Jun 30,
(In millions of Canadian dollars)20242023Change20242023Change
Cash flows from operating activities
80.3 31.0 49.3 137.2 67.7 69.5 
Cash flows used in investing activities(164.4)(104.4)(60.0)(572.5)(128.4)(444.1)
Cash flows from financing activities
98.9 173.5 (74.6)293.1 145.3 147.8 

Cash Flows From Operating Activities
Cash flows from operating activities were $137.2 million, which increased $69.5 million or 102.7% compared to 2023. The significant year to date cash flow increase was from strong operational performance and collection efforts.

Cash Flows Used in Investing Activities
Cash flows used in investing activities were $572.5 million year to date compared to $128.4 million in 2023. This was primarily due to net cash used to fund the 2024 acquisitions for $555.0 million. Cash used to purchase property and equipment and intangible assets of $60.8 million was also higher compared to $40.4 million in 2023. Partly offsetting these increases was net proceeds of $39.1 million earned from the sale of investments held for self-insured liabilities compared to net purchases of $19.2 million in the comparative period.

Cash Flows From Financing Activities
Cash flows from financing activities for the year to date were $293.1 million, a $147.8 million increase in cash inflows compared to 2023. The increase was driven by higher draws on our revolving credit facility of $304.4 million, primarily to fund the 2024 acquisitions as well as higher draws on our bank indebtedness. These increases were partly offset by higher repayments of $64.6 million for notes payable and other financing obligations compared to the prior period.

Capital Management
Our objective in managing Stantec's capital is to provide sufficient capacity to cover normal operating and capital expenditures and to have flexibility for financing future growth. We focus our capital allocations on increasing shareholder value through funding accretive acquisitions in pursuit of our growth strategy while maintaining a strong balance sheet, repurchasing shares opportunistically, and managing dividend increases to our target payout ratio in a sustainable manner.

We manage our capital structure according to our internal guideline of maintaining a net debt to adjusted EBITDA ratio (actual trailing twelve months) of less than 2.0 to 1.0. There may be occasions when we exceed our target by completing acquisitions that increase our debt level for a period of time.

(In millions of Canadian dollars, except ratios)Jun 30, 2024Dec 31, 2023
Current and non-current portion of long-term debt1,700.4 1,129.0 
Less: cash and cash equivalents(218.2)(352.9)
Bank indebtedness33.6 23.6 
Net debt1,515.8 799.7 
Shareholders' equity2,962.8 2,756.6 
Total capital managed4,478.6 3,556.3 
Trailing twelve months adjusted EBITDA from continuing operations (note)895.1 831.0 
Net debt to adjusted EBITDA ratio (note)
1.7 1.0 
note: See the Definitions section of this MD&A for our discussion of non-IFRS measures used.

Management’s Discussion and Analysis
June 30, 2024
M-17
Stantec Inc.

At June 30, 2024, our net debt to adjusted EBITDA ratio was 1.7x, falling within our stated internal guideline, and higher compared to December 31, 2023 due to our recent acquisitions of ZETCON, Morrison Hershfield, and Hydrock which resulted in higher draws on our revolving credit facility.

Our credit facilities include:
•senior unsecured notes of $550 million
•syndicated senior unsecured credit facilities of $1.1 billion, structured as a sustainability-linked loan, consisting of a revolving credit facility in the maximum of $800 million and a term loan of $310 million (with access to additional funds of $600 million through an accordion feature), and an unsecured bilateral term credit facility of $100 million
•an uncommitted unsecured multicurrency credit facility of £20 million and an overdraft facility of AU$5 million

We amended the syndicated senior credit facilities on June 27, 2024, to change certain terms and conditions, including extending the maturity dates for the revolving credit facility from December 8, 2027 to June 27, 2029, the $150 tranche B of the term loan from December 8, 2025 to June 27, 2027, and the $160 tranche C of the term loan from December 8, 2027 to June 27, 2029. The amendments to the terms and conditions were not considered to be substantial.

We are required to comply with certain covenants as part of our senior unsecured notes, syndicated senior unsecured credit facilities, and unsecured bilateral term credit facility. The key financial covenants include, but are not limited to, ratios that measure our debt relative to our profitability (as defined by the credit facilities agreement).

At June 30, 2024, $232.0 million was available in our credit facilities for future activities, and we were in compliance with the covenants related to our credit facilities as at and throughout the period ended June 30, 2024.

Shareholders’ Equity
Shareholders’ equity increased $206.2 million from December 31, 2023. The increase in shareholders' equity was mainly due to net income of $164.0 million earned in the first two quarters of 2024 and other comprehensive income of $90.0 million, primarily related to exchange differences on translation of our foreign subsidiaries. These increases were partly offset by dividends declared of $47.8 million.

Our Normal Course Issuer Bid (NCIB) on the TSX was renewed on December 11, 2023, enabling us to repurchase up to 2,281,339 of our common shares during the period of December 13, 2023 to December 12, 2024. We also have an Automatic Share Purchase Plan with a broker that allows the purchase of common shares for cancellation under the NCIB at any time during predetermined trading blackout periods within certain pre-established parameters.
Other
Outstanding Share Data
Common shares outstanding were 114,066,995 at June 30, 2024 and August 7, 2024. No shares were repurchased from July 1, 2024 to August 7, 2024 under our NCIB Automatic Share Purchase Plan.

Contractual Obligations
The nature and extent of our contractual obligations did not change materially from those described in the Contractual Obligations section of our 2023 Annual Report (incorporated here by reference). Management believes sufficient liquidity is available to meet our contractual obligations as at June 30, 2024.


Management’s Discussion and Analysis
June 30, 2024
M-18
Stantec Inc.

Off-Balance Sheet Arrangements
The nature and extent of our off-balance sheet arrangements did not change materially from those described in the Off-Balance Sheet Arrangements section of our 2023 Annual Report (incorporated here by reference).

Financial Instruments and Market Risk
At June 30, 2024, the nature and extent of our use of financial instruments did not change materially from those described in the Financial Instruments and Market Risk section of our 2023 Annual Report (incorporated here by reference).

We continue to hold total return swap (TRS) agreements with a financial institution to manage a portion of our exposure to changes in the fair value of our shares for certain cash-settled share-based payment obligations. The TRS agreements fix the impact that our share price has on the payments required to settle the obligations for restricted share units and deferred share units.

Related-Party Transactions
Transactions with subsidiaries, structured entities, associated companies, joint ventures, and key management personnel are further described in note 33 of our audited consolidated financial statements for the year ended December 31, 2023 (included in our 2023 Annual Report and incorporated here by reference). At June 30, 2024, the nature and extent of these transactions were not materially different from those disclosed in the 2023 Annual Report.
Critical Accounting Estimates, Developments, and Measures
Critical Accounting Estimates
The preparation of consolidated financial statements in accordance with IFRS Accounting Standards requires us to make various estimates and assumptions. However, future events may result in significant differences between estimates and actual results.

There has been no significant change in our critical accounting estimates in Q2 2024 from those described in our 2023 Annual Report in the Critical Accounting Estimates, Developments, and Measures section and in note 5 of our December 31, 2023, audited consolidated financial statements (incorporated here by reference).

The conflicts in Ukraine and the Middle East, and higher inflationary environments have had adverse financial impacts on the global economy, but we have not seen an increase to our risk exposure. Stantec continues to closely monitor conflicts for potential impacts to our people and operations.

Recent Accounting Pronouncements
Certain amendments disclosed in note 3 of our unaudited interim consolidated financial statements for the quarter ended June 30, 2024 (incorporated here by reference) had an effective date of January 1, 2024, but did not have a material impact on the consolidated financial statements or accounting policies for the two quarters ended June 30, 2024.

Future Adoptions
Standards, amendments, and interpretations that we reasonably expect to be applicable at a future date and intend to adopt when they become effective are described in note 6 of our 2023 audited consolidated financial statements and note 3 of our unaudited interim consolidated financial statements for the quarter ended June 30, 2024 (both incorporated here by reference). We are currently considering the impact of adopting these standards, amendments, and interpretations on our consolidated financial statements.

Management’s Discussion and Analysis
June 30, 2024
M-19
Stantec Inc.


Definitions of Non-IFRS and Other Financial Measures
This MD&A includes references to and uses measures and terms that are not specifically defined in IFRS Accounting Standards and do not have any standardized meaning prescribed by IFRS Accounting Standards. These measures and terms are defined below. These non-IFRS and other financial measures may not be comparable to similar measures presented by other companies. We believe that the measures defined here are useful for providing investors with additional information to assist them in understanding components of our financial results.

Non-IFRS Financial Measures and Ratios

Adjusted Measures
We use several adjusted financial measures because we believe they are useful for providing securities analysts, investors, and other interested parties with additional information to assist them in understanding components of our financial results (including a more complete understanding of factors and trends affecting our operating performance). These adjusted measures also provide supplemental measures of operating performance and improve comparability of operating results from one period to another, thus highlighting trends that may not otherwise be apparent when relying solely on IFRS Accounting Standards financial measures. Unless otherwise noted, a reconciliation of these adjusted measures to the most directly comparable IFRS Accounting Standards measure is included on page M-5.

Adjusted EBITDA represents net income from continuing operations before interest expense, income taxes, depreciation of property and equipment, depreciation of lease assets, amortization of intangible assets, impairment charges and reversals thereof, acquisition, integration and restructuring costs, and other adjustments for other specific items that are significant but are not reflective of our underlying operations. Specific items are subjective; however, we use our judgement and informed decision-making when identifying items to be excluded in calculating our adjusted measures. We use adjusted EBITDA as a measure of pre-tax operating cash flow. The most comparable IFRS Accounting Standards measure for adjusted EBITDA is net income.

Adjusted Net Income represents net income from continuing operations excluding the amortization of intangibles acquired through acquisitions, impairment charges and reversals thereof, acquisition, integration and restructuring costs, and adjustments for other specific items that are significant but are not reflective of our underlying operations, all on an after-tax basis. Specific items are subjective; however, we use our judgement and informed decision-making when identifying items to be excluded in calculating our adjusted measures. We use adjusted net income as a measure of overall profitability. The most comparable IFRS Accounting Standards measure for adjusted net income is net income.

Adjusted Earnings Per Share (EPS) is a non-IFRS ratio calculated by dividing adjusted net income (defined above) by the basic and diluted weighted average number of shares outstanding, respectively.

Adjusted Return on Invested Capital (ROIC) is a non-IFRS ratio that represents our full year adjusted net income (defined above) before tax-adjusted interest relative to our average aggregate net debt and adjusted shareholders’ equity, determined annually. Average net debt and adjusted shareholders’ equity are calculated using balances from past years. Adjusted shareholders’ equity includes the impact of adjusted net income from continuing operations (as defined above). We use adjusted ROIC to evaluate annual returns generated on our debt and equity capital. The most comparable IFRS Accounting Standards measure for adjusted net income before tax-adjusted interest is net income. The most comparable measure for adjusted shareholders’ equity is shareholders’ equity.

Net Debt to Adjusted EBITDA. As part of our assessment of our capital structure, we monitor net debt to adjusted EBITDA, a non-IFRS ratio. It is defined as the sum of (1) long-term debt, including current portion, and bank indebtedness, less cash and cash equivalents, divided by (2) adjusted EBITDA (as defined above). Net debt to adjusted EBITDA is quantified in the Liquidity and Capital Resources section on page M-17.

Management’s Discussion and Analysis
June 30, 2024
M-20
Stantec Inc.

Free Cash Flow is used to monitor the availability of discretionary cash as part of our capital management. It is defined as operating cash flows less capital expenditures and net lease payments. A reconciliation of free cash flow to its most comparable IFRS Accounting Standards measure, cash flows from operating activities, is included in the Additional Reconciliations of Non-IFRS Financial Measure on page M-22.

Margin. We calculate margin as a percentage of net revenue and monitor margin in comparison to our internal targets. Margin is a non-IFRS ratio when applied to non-IFRS financial measures.

Constant Currency Basis and Impact of Foreign Exchange. We monitor the impact of changing foreign exchange rates, quantify foreign exchange impacts, and, from time to time, prepare analyses on a constant currency basis (i.e., excluding the impact of foreign exchange) to better understand changes in activity. Amounts presented on a constant currency basis are non-IFRS financial measures; related fractions and percentages are non-IFRS ratios.

Compound Annual Growth Rate (CAGR) is a metric we use to evaluate the growth in our business. It represents the growth rate over a period of time on an annual compounded basis. CAGR is a non-IFRS ratio when applied to non-IFRS measures.

Supplementary Financial Measures

Days Sales Outstanding (DSO). DSO is a metric we use to evaluate the efficiency of our working capital. It represents the average number of days to convert our trade receivables, unbilled receivables, contract assets, and deferred revenue to cash. We calculate DSO by annualizing gross revenue for the quarter as reported under IFRS Accounting Standards.

Organic Growth (Retraction) and Acquisition Growth. To evaluate our performance, we quantify the change in revenue and backlog as either related to organic growth (retraction), acquisition growth, or the impact of foreign exchange. Revenue and backlog earned by acquired companies in the first 12 months following an acquisition is reported as growth from acquisitions and thereafter as organic growth (retraction). Organic growth (retraction) excludes the impact of foreign currency fluctuations. From time to time, we also quantify the impacts of certain unusual events to organic growth (retraction) to provide useful information to investors to help better understand our financial results.

Margin (defined above) is a supplementary financial measure when applied to IFRS Accounting Standard measures.

Compound Annual Growth Rate (CAGR) (defined above) is a supplementary financial measure when applied to IFRS Accounting Standard financial measures.

Current ratio is a supplementary financial measure calculated by dividing current assets by current liabilities that we use in assessing overall liquidity.

Working capital is a supplementary financial measure that we use as a measure for assessing overall liquidity. It is calculated by subtracting current liabilities from current assets.

Capital Management Measures

Net debt and total capital managed are categorized as capital management measures and quantified on page M-17.

Management’s Discussion and Analysis
June 30, 2024
M-21
Stantec Inc.

Additional Reconciliation of Non-IFRS Financial Measure

Free Cash Flow

Quarter Ended Jun 30,Two Quarters Ended Jun 30,
(In millions of Canadian dollars)2024202320242023
Net cash flows from operating activities80.3 31.0 137.2 67.7 
Less: capital expenditures (property and equipment and intangible assets)(40.3)(18.6)(60.8)(40.4)
Less: net lease payments(33.0)(31.6)(54.2)(61.4)
Free cash flow (note)
7.0 (19.2)22.2 (34.1)
note: See the Definitions section of this MD&A for a discussion of free cash flow, a non-IFRS measure.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our CEO and CFO evaluated our disclosure controls and procedures (defined in the US Securities Exchange Act Rules 13a–15(e) and 15d–15(e)) as of the end of the period covered by this quarterly report. Based on the evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at such date.

Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a–15 or 15d–15 under the Securities Exchange Act of 1934 that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Risk Factors
For the two quarters ended June 30, 2024, there has been no significant change in our risk factors from those described in our 2023 Annual Report (incorporated here by reference). Notwithstanding the ongoing conflicts in the Middle East, our offices in the region, including in Bahrain, Qatar, Saudi Arabia, and the United Arab Emirates, have not been materially impacted by the increased geopolitical risk in the region and we do not have physical offices in the Israel-Gaza region where the Israel-Hamas conflict is ongoing. We continue to closely monitor conflicts for potential impacts to our people and operations.

Subsequent Event
Dividends
On August 7, 2024, our Board of Directors declared a dividend of $0.21 per share, payable on October 15, 2024, to shareholders of record on September 27, 2024.
Caution Regarding Forward-Looking Statements
Our public communications often include written or verbal forward-looking statements within the meaning of the US Private Securities Litigation Reform Act and Canadian securities laws. Forward-looking statements are disclosures regarding possible events, conditions, or results of operations that are based on assumptions about future economic conditions or courses of action and include financial outlooks or future-oriented financial information. Any financial outlook or future-oriented financial information in this MD&A has been approved by management of Stantec.
Management’s Discussion and Analysis
June 30, 2024
M-22
Stantec Inc.

Such financial outlook or future-oriented financial information is provided for the purpose of providing information about management’s current expectations and plans relating to the future.

Forward-looking statements may involve but are not limited to comments with respect to our objectives for 2024 and beyond, our strategies or future actions, our targets, our expectations for our financial condition or share price, or the results of or outlook for our operations. Statements of this type may be contained in filings with securities regulators or in other communications and are contained in this report. Forward-looking statements in this report include but are not limited to the following:
•Our expectations in the Outlook section:
◦Our expectation that net revenue growth remains robust;
◦Net revenue growth is expected to be in the range of 12% to 15%, with organic net revenue growth in the mid to high single digits;
◦Organic growth in the US and Global regions is expected to be in the mid to high single digits and Canada is expected to be in the mid-single digits;
◦Acquisition net revenue growth is expected to be in the high-single digits;
◦Adjusted EBITDA margin expected to be in the range of 16.5% to 16.9%, which reflects our continuing confidence in solid project execution and operational performance, while recognizing that opportunities for margin and earnings enhancement from our three recent acquisitions will be muted during this initial period of transition and integration;
◦Adjusted net income as a percentage of net revenue above 8%;
◦Adjusted diluted EPS growth expected to be in the range of 12% to 16%;
◦Adjusted ROIC expected to be above 11%;
◦Impact of LTIP existing at Q2 remaining constant to the end of the year, would be approximately $0.6 million (pre-tax) or less than $0.01 EPS for the remaining two quarters, and the full year impact would be approximately $7.0 million (pre-tax) or $0.05 EPS;
•Our belief that public infrastructure spending; private investment; increased project work in water security and transportation; the urgent challenges to tackle climate change and resource security; Smart(ER) cities; and buildings, including hospitals, data centers, and other mission critical facilities, to meet civic, healthcare, residential and industrial markets, are key growth drivers;
•Our belief that through our innovative and collaborative approach to engineering and design, we are positioned to provide solutions to positively impact our clients and communities;
•Our expectation that new projects will ramp up in the second half of the year;
•Our expectations regarding our sources of cash and our ability to meet our normal operating and capital expenditures in the Liquidity and Capital Resources section, based in part on the design of our business model; and
•Our expectations in the Critical Accounting Estimates, Developments and Measures section.

These describe the management expectations and targets by which we measure our success and assist our shareholders in understanding our financial position as at and for the periods ended on the dates presented in this report. Readers are cautioned that this information may not be appropriate for other purposes.

By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that predictions, forecasts, conclusions, projections, and other forward-looking statements will not prove to be accurate. We caution readers of this report not to place undue reliance on our forward-
Management’s Discussion and Analysis
June 30, 2024
M-23
Stantec Inc.

looking statements since a number of factors could cause actual future results, conditions, actions, or events to differ materially from the targets, expectations, estimates, or intentions expressed in these forward-looking statements.

Future outcomes relating to forward-looking statements may be influenced by many factors and material risks. For the two quarters ended June 30, 2024, there has been no significant change in our risk factors from those described in our 2023 Annual Report (incorporated here by reference).

Assumptions
In determining our forward-looking statements, we consider material factors, including assumptions about the performance of Canadian, US, and various international economies and their effect on our business. We have revised certain annual targets previously included in our 2023 Annual Report. The assumptions we made at the time of publishing our annual targets and outlook for 2024 are listed in the Cautionary Note Regarding Forward-Looking Statements section of our 2023 Annual Report (incorporated here by reference). The following information updates and therefore supersedes those assumptions.
•Our June 2024 outlook forecast assumed an average value for the US dollar of $1.35, for the British pound of $1.70, and for the Australian dollar of $0.90, which is consistent with the forecast provided in the 2023 Annual Report.
•As of June 2024 Canada's 2024 GDP growth is projected to see a growth rate of 1.1% compared to 0.9% at December 2023, the US is projected to see a growth rate of 2.0% compared to 1.5% at December 2023, and the UK is expected to experience GDP growth of 1.1% compared to 0.7% at December 2023. Australia's 2024 GDP growth is projected to remain consistent with the rate forecasted in December of 1.4%,
•In Canada, the number of total housing starts in 2024 was forecasted to decrease by 12% compared to 2023. As of June 2024, new housing construction in Canada increased 7% over the first half of 2024. In the United States, the forecasted seasonally adjusted annual rate of total housing starts for 2024 is expected to be 1.37 million as of June 2024, consistent with the December 2023 forecast.
•The American Institute of Architects ABI (architectural billing index) has increased to 46.4 as of June 2024 from 45.3 at December 2023.
The preceding list of factors is not exhaustive. Investors and the public should carefully consider these factors, other uncertainties and potential events, and the inherent uncertainty of forward-looking statements when relying on these statements to make decisions with respect to our Company. The forward-looking statements contained herein represent our expectations as of August 7, 2024, and, accordingly, are subject to change after such date. Except as may be required by law, we do not undertake to update any forward-looking statement, whether written or verbal, that may be made from time to time. In the case of the ranges of expected performance for fiscal year 2024, it is our current practice to evaluate and, where we deem appropriate, to provide updates. However, subject to legal requirements, we may change this practice at any time at our sole discretion.
Management’s Discussion and Analysis
June 30, 2024
M-24
Stantec Inc.

Exhibit 99.2 - Stantec Inc.'s Unaudited Interim Condensed Consolidated Financial Statements
Interim Condensed Consolidated Statements of Financial Position
(Unaudited)
June 30,
2024		December 31,
2023
(In millions of Canadian dollars)Notes$$
ASSETS
Current
Cash and cash equivalents218.2 352.9 
Trade and other receivables51,137.4 1,063.5 
Unbilled receivables778.5 623.8 
Contract assets120.4 88.8 
Income taxes recoverable107.7 72.6 
Prepaid expenses72.1 53.8 
Other assets716.8 17.1 
Total current assets2,451.1 2,272.5 
Non-current
Property and equipment297.7 267.5 
Lease assets4500.8 442.9 
Goodwill42,942.5 2,384.0 
Intangible assets4455.1 265.7 
Net employee defined benefit asset75.5 72.3 
Deferred tax assets101.6 92.6 
Other assets7286.0 279.2 
Total assets7,110.3 6,076.7 
LIABILITIES AND EQUITY
Current
Bank indebtedness8,1333.6 23.6 
Trade and other payables904.7 818.5 
Lease liabilities105.1 101.3 
Deferred revenue419.8 397.5 
Income taxes payable20.8 21.4 
Long-term debt8,13189.0 146.7 
Provisions953.2 51.7 
Other liabilities1035.3 55.0 
Total current liabilities1,761.5 1,615.7 
Non-current
Lease liabilities4553.1 477.8 
Long-term debt8,131,511.4 982.3 
Provisions9174.2 134.8 
Net employee defined benefit liability28.2 29.5 
Deferred tax liabilities80.3 24.4 
Other liabilities1038.8 55.6 
Total liabilities4,147.5 3,320.1 
Total shareholders’ equity2,962.8 2,756.6 
Total liabilities and equity7,110.3 6,076.7 
See accompanying notes
F-1
Stantec Inc.

Interim Condensed Consolidated Statements of Income
(Unaudited)
For the quarter ended
June 30,		For the two quarters ended
June 30,
2024202320242023
(In millions of Canadian dollars, except per share amounts)Notes$$$$
Gross revenue1,889.7 1,638.2 3,611.1 3,177.4 
Less subconsultant and other direct expenses396.4 359.5 747.7 670.2 
Net revenue1,493.3 1,278.7 2,863.4 2,507.2 
Direct payroll costs14681.6 584.7 1,309.2 1,153.2 
Project margin811.7 694.0 1,554.2 1,354.0 
Administrative and marketing expenses11,13,14576.6 487.3 1,119.5 975.6 
Depreciation of property and equipment17.2 14.7 33.0 30.2 
Depreciation of lease assets32.0 30.2 63.5 61.1 
Amortization of intangible assets31.8 26.4 62.8 52.7 
Net impairment (reversal) of lease assets
616.5 0.4 16.9 (2.1)
Net interest expense and other net finance expense
15
27.4 22.9 51.6 44.5 
Other expenses (income)
160.9 (1.4)(4.8)(5.3)
Income before income taxes 109.3 113.5 211.7 197.3 
Income taxes
Current29.9 34.4 54.3 59.6 
Deferred(5.2)(8.9)(6.6)(15.2)
Total income taxes24.7 25.5 47.7 44.4 
Net income for the period84.6 88.0 164.0 152.9 
Weighted average number of shares outstanding - basic and diluted
114,066,995 111,015,228 114,066,995 110,953,350 
Shares outstanding, end of the period114,066,995 110,958,545 114,066,995 110,958,545 
Earnings per share - basic and diluted
0.74 0.79 1.44 1.38 
See accompanying notes
F-2
Stantec Inc.

Interim Condensed Consolidated Statements
of Comprehensive Income
(Unaudited)
For the quarter ended
June 30,		For the two quarters ended
June 30,
2024202320242023
(In millions of Canadian dollars)Notes$$$$
Net income for the period84.6 88.0 164.0 152.9 
Other comprehensive income (loss)
Items that may be reclassified to net income in subsequent periods:
Exchange differences on translation of foreign operations
1345.9 (49.4)93.4 (55.3)
Net unrealized (loss) gain on financial instruments7,13(1.2)(1.0)(3.4)1.0 
Other comprehensive income (loss) for the period, net of tax
44.7 (50.4)90.0 (54.3)
Total comprehensive income for the period, net of tax129.3 37.6 254.0 98.6 
See accompanying notes
F-3
Stantec Inc.

Interim Condensed Consolidated Statements of Shareholders’ Equity
(Unaudited)
Shares
Outstanding
(note 11)
Share
Capital

Contributed
Surplus

Retained
Earnings		Accumulated Other
Comprehensive
Income (Loss)		Total
(In millions of Canadian dollars, except shares)#$$$$$
Balance, December 31, 2022110,809,020 983.8 6.7 1,154.9 140.6 2,286.0 
Net income152.9 152.9 
Other comprehensive loss
(54.3)(54.3)
Total comprehensive income
152.9 (54.3)98.6 
Share options exercised for
cash
278,561 9.3 9.3 
Share-based compensation0.4 0.4 
Shares repurchased under
    Normal Course Issuer Bid		(129,036)(1.2)— (8.8)(10.0)
Fair value reclass of share
options exercised
1.6 (1.6)— 
Dividends declared(43.3)(43.3)
Balance, June 30, 2023110,958,545 993.5 5.5 1,255.7 86.3 2,341.0 
Balance, December 31, 2023114,066,995 1,271.3 5.5 1,390.1 89.7 2,756.6 
Net income164.0 164.0 
Other comprehensive income
90.0 90.0 
Total comprehensive income
164.0 90.0 254.0 
Dividends declared(47.8)(47.8)
Balance, June 30, 2024114,066,995 1,271.3 5.5 1,506.3 179.7 2,962.8 
See accompanying notes
F-4
Stantec Inc.

Interim Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the quarter ended
June 30,		For the two quarters ended
June 30,
2024202320242023
(In millions of Canadian dollars)Notes$$$$
OPERATING ACTIVITIES
Net income84.6 88.0 164.0 152.9 
Add (deduct) items not affecting cash:
Depreciation of property and equipment17.2 14.7 33.0 30.2 
Depreciation of lease assets32.0 30.2 63.5 61.1 
Amortization of intangible assets31.8 26.4 62.8 52.7 
Deferred income taxes(5.2)(8.9)(6.6)(15.2)
Share-based compensation119.3 12.0 25.5 27.6 
Provisions925.9 13.3 40.8 23.7 
Other non-cash items19.4 (6.7)13.4 (15.8)
215.0 169.0 396.4 317.2 
Trade and other receivables(1.5)(20.3)43.9 38.1 
Unbilled receivables(31.0)(86.6)(112.6)(175.8)
Contract assets(18.3)(6.5)(31.6)(11.4)
Prepaid expenses10.9 3.4 (5.1)(12.2)
Income taxes net recoverable
(54.0)(50.7)(38.2)(35.7)
Trade and other payables and other accruals(15.0)4.6 (91.8)(53.6)
Deferred revenue(25.8)18.1 (23.8)1.1 
(134.7)(138.0)(259.2)(249.5)
Net cash flows from operating activities
80.3 31.0 137.2 67.7 
INVESTING ACTIVITIES
Business acquisitions, net of cash acquired4(123.7)(75.6)(555.0)(75.6)
Purchase of investments held for self-insured liabilities7(12.7)(35.7)(22.5)(51.0)
Proceeds from sale of investments held for self-insured liabilities710.3 24.8 61.6 31.8 
Purchase of property and equipment and intangible assets(40.3)(18.6)(60.8)(40.4)
Other2.0 0.7 4.2 6.8 
Net cash flows used in investing activities(164.4)(104.4)(572.5)(128.4)
FINANCING ACTIVITIES
Net proceeds from issue of senior unsecured notes and bilateral term credit facility
8,17
— 348.8 — 348.8 
Net proceeds from (repayment of) revolving credit facility
17218.5 (85.9)489.0 (29.4)
Repayment of notes payable and other financing obligations
17(67.0)(8.0)(104.9)(40.3)
Net proceeds from (repayment of) bank indebtedness
4.3 (20.4)9.4 (30.0)
Net lease payments17(33.0)(31.6)(54.2)(61.4)
Payment of dividends to shareholders11(23.9)(21.7)(46.2)(41.7)
Other
— (7.7)— (0.7)
Net cash flows from financing activities
98.9 173.5 293.1 145.3 
Foreign exchange gain (loss) on cash held in foreign currency
3.9 (4.2)7.5 (5.1)
Net increase (decrease) in cash and cash equivalents
18.7 95.9 (134.7)79.5 
Cash and cash equivalents, beginning of the period199.5 131.9 352.9 148.3 
Cash and cash equivalents, end of the period218.2 227.8 218.2 227.8 
See accompanying notes
F-5
Stantec Inc.


Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-6
Stantec Inc.

Notes to the Unaudited Interim Condensed
Consolidated Financial Statements

1.Corporate Information
The interim condensed consolidated financial statements (consolidated financial statements) of Stantec Inc., its subsidiaries, and its structured entities (the Company) for the quarter and two quarters ended June 30, 2024, were authorized for issuance in accordance with a resolution of the Company’s Audit and Risk Committee on August 7, 2024. The Company was incorporated under the Canada Business Corporations Act on March 23, 1984. Its shares are traded on the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE) under the symbol STN. The Company’s registered office is located at Suite 300, 10220 - 103 Avenue, Edmonton, Alberta. The Company is domiciled in Canada.

Stantec is a global design and delivery leader in sustainable engineering, architectural planning, and environmental services. As a trusted advisor for our clients and communities, Stantec’s multidisciplinary teams address climate change, urbanization, and infrastructure resiliency. The Company’s services include engineering, architecture, interior design, landscape architecture, surveying, environmental sciences, project management, and project economics, from initial project concept and planning through to design, construction administration, commissioning, maintenance, decommissioning, and remediation.

2.Basis of Preparation
These consolidated financial statements for the quarter and two quarters ended June 30, 2024 were prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting. These consolidated financial statements do not include all information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Company’s December 31, 2023 annual consolidated financial statements. These consolidated financial statements are presented in Canadian dollars and all values are rounded to the nearest million ($000,000), except where otherwise indicated.

The accounting policies applied when preparing the Company’s consolidated financial statements are consistent with those followed when preparing the annual consolidated financial statements for the year ended December 31, 2023 except as described in note 3.

The preparation of these consolidated financial statements requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of revenues, expenses, assets, and liabilities. The significant judgments made by management when applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Company’s December 31, 2023 annual consolidated financial statements.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-7
Stantec Inc.

3.Recent Accounting Pronouncements and Changes to Accounting Policies
a) Recent adoptions
The following amendments became effective on January 1, 2024 and did not have a material impact on the Company's consolidated financial statements:

•In January 2020, the IASB issued Classification of Liabilities as Current or Non-current (Amendments to IAS 1) that aimed to promote consistency by helping companies determine whether debt and other liabilities with an uncertain settlement date should be classified as current or non-current in the statement of financial position. The amendments also clarified the classification requirements for debt a company might settle by converting it into equity. In October 2022, the IASB issued Non-current Liabilities with Covenants (Amendments to IAS 1) that provided guidance on how covenants may affect an entity's right to defer settlement of a liability for at least twelve months after the reporting period, which may determine whether a liability should be presented as current or non-current.

•In September 2022, the IASB issued Lease Liability in a Sale and Leaseback (Amendments to IFRS 16). The amendments addressed the measurement requirements for sale and leaseback transactions. The amendments require a seller-lessee to subsequently measure lease liabilities arising from a leaseback in a way that it does not recognize any amount of the gain or loss that relates to the right of use it retains.

•In May 2023, the IASB issued Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7), which introduced new disclosure requirements related to an entity's use of supplier finance arrangements.

b) Future adoptions
The standards, amendments, and interpretations issued before 2024 but not yet adopted by the Company have been disclosed in note 6 of the Company’s December 31, 2023 annual consolidated financial statements. In addition, the following were issued during 2024:

•In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1 Presentation of Financial Statements and will be accompanied by limited amendments to IAS 7 Statement of Cash Flows. IFRS 18 will introduce a defined structure for the statement of profit or loss and add disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. The standard will be effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted.

•In April 2024, the IFRS Interpretations Committee (IFRIC) issued an agenda decision on Payments Contingent on Continued Employment during Handover Periods (IFRS 3). The agenda decision clarifies that additional payments contingent on the sellers’ continued employment are accounted for as compensation for post-combination services, rather than as additional consideration for the acquisition, unless the service condition is not substantive.

•In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). The amendments clarify that financial liabilities are derecognized on the settlement date, subject to an accounting policy choice for certain financial liabilities settled through an electronic payment system; clarify the classification and measurement requirements for financial assets with Environmental, Social, and Governance linked and non-recourse features; and add certain disclosure requirements. The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with earlier application permitted, applied retrospectively.

The Company is currently considering the impact of adopting these standards, amendments, and interpretations on its consolidated financial statements.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-8
Stantec Inc.

4. Business Acquisitions
On January 8, 2024, the Company acquired all of the shares of ZETCON Ingenieure GmbH (ZETCON), for cash consideration and notes payable. ZETCON is a 645-person engineering firm headquartered in Bochum, Germany. This addition further strengthened the Company's Infrastructure operations in the group of Global cash-generating units (CGUs).

On February 9, 2024, the Company acquired all of the shares of Morrison Hershfield Group Inc. (Morrison Hershfield), for cash consideration and notes payable. Morrison Hershfield is a 1,150-person engineering and management firm headquartered in Markham, Ontario. This addition further strengthened the Company's Infrastructure, Buildings, and Environmental Services operations in Canada and the United States CGUs.

On April 30, 2024, the Company acquired all of the shares of Hydrock Holdings Limited (Hydrock), for cash consideration and notes payable. Hydrock is a 950-person integrated engineering design firm headquartered in Bristol, England. This addition further strengthened the Company's Energy & Resources, Buildings, and Infrastructure operations in the Global group of CGUs.

Details of the consideration transferred and the fair value of the identifiable assets and liabilities acquired at the dates of acquisition, including measurement period adjustments for prior acquisitions, were as follows:
NotesTotal
 $
Cash consideration581.0 
Notes payable886.1 
Consideration667.1 
Cash consideration581.0 
Cash acquired26.0 
Net cash paid555.0 
Assets and liabilities acquired
Cash26.0 
Non-cash working capital
Trade receivables92.1 
Unbilled receivables25.5 
Trade and other payables(61.7)
Deferred revenue(35.0)
Other non-cash working capital12.9 
Lease assets60.2 
Intangible assets177.4 
Lease liabilities(57.3)
Long-term debt(44.6)
Provisions9(23.4)
Deferred tax liabilities(55.7)
Other49.8 
Total identifiable net assets at fair value166.2 
Goodwill arising on acquisitions500.9 

Deferred consideration is included as notes payable and has been assessed as part of the business combination and recognized at fair value at the acquisition date.

Trade receivables and unbilled receivables are recognized at fair value at the time of acquisition, and their fair value approximates their net carrying value.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-9
Stantec Inc.

Goodwill consists of the value of expected synergies arising from an acquisition, the expertise and reputation of the assembled workforce acquired, and the geographic location of the acquiree. Goodwill of $206.2 and intangible assets of $80.1 were allocated to ZETCON, goodwill of $177.3 and intangible assets of $57.0 were allocated to Morrison Hershfield, and goodwill of $117.4 and intangible assets of $40.3 were allocated to Hydrock. None of the goodwill and intangible assets arising from the acquisitions are expected to be deductible for income tax purposes.

Gross revenue earned from acquisitions since the acquisition date was $162.6.

The Company integrates the operations and systems of acquired entities shortly after the acquisition date; therefore, it is impracticable to disclose the acquiree's earnings in its consolidated financial statements since the acquisition dates.

Fair value of net assets for current and prior year acquisitions

The preliminary fair values of the net assets recognized in the Company’s consolidated financial statements were based on management’s best estimates of the acquired identifiable assets and liabilities at the acquisition dates. Management finalized the fair value assessments of assets and liabilities purchased from Environmental Systems Design, Inc. For ZETCON, Morrison Hershfield, and Hydrock, management is reviewing the respective vendors' closing financial statements, purchase adjustments, and other outstanding information. Management's preliminary estimates with the most significant aspects remaining to be finalized relate to the valuation of intangible assets and deferred income taxes. Once the outstanding information is received, reviews are completed, and approvals are obtained, the valuation of acquired assets and liabilities will be finalized.

5.Trade and Other Receivables
June 30,
2024		December 31,
2023
$$
Trade receivables, net of expected credit losses of $2.7
(2023 – $2.7)
1,093.6 1,016.1 
Holdbacks and other43.8 47.4 
Trade and other receivables1,137.4 1,063.5 

The aging analysis of gross trade receivables is as follows:
Total1–3031–6061–9091–120121+
$$$$$$
June 30, 20241,096.3 681.9 219.7 69.3 43.8 81.6 
December 31, 20231,018.8 503.8 309.0 92.1 31.7 82.2 

Information about the Company’s exposure to credit risks for trade and other receivables is included in note 13.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-10
Stantec Inc.

6.Lease Assets
As part of the Company's strategic plan, the real estate lease portfolio was evaluated and resulted in the approval of a formal plan to sublease certain underutilized office spaces. This change in use resulted in $16.9 of net impairment losses during the first two quarters of 2024 based on the value in use method. The impaired lease assets are primarily within the Canada reportable segment.

7.Other Assets
June 30,
2024		December 31,
2023
Note$$
Financial assets
Investments held for self-insured liabilities
12,16
177.3 204.5 
Holdbacks on long-term contracts28.4 25.2 
Other78.9 48.6 
Non-financial assets
Other18.2 18.0 
302.8 296.3 
Less current portion - financial15.7 15.8 
Less current portion - non-financial1.1 1.3 
Long-term portion286.0 279.2 

Financial assets — Other primarily includes sublease receivables, deposits, insurance recovery assets, and derivative financial instruments (note 13). Non-financial assets — Other primarily includes investments in joint ventures and associates, transaction costs on long-term debt and investment tax credits.

Investments held for self-insured liabilities include government and corporate bonds that are classified as fair value through other comprehensive income (FVOCI) with unrealized gains (losses) recorded in other comprehensive income (loss). Investments also include equity securities that are classified as fair value through profit and loss with gains (losses) recorded in net income.

8.Long-Term Debt
June 30,
2024		December 31,
2023
$$
Senior unsecured notes547.8 547.6 
Revolving credit facility570.0 79.5 
Term loan facilities407.9 408.2 
Notes payable125.4 82.8 
Other financing obligations
49.3 10.9 
1,700.4 1,129.0 
Less current portion189.0 146.7 
Long-term portion1,511.4 982.3 

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-11
Stantec Inc.

Senior unsecured notes
The Company's senior unsecured notes (the notes) consist of:
•$300 of notes that mature on October 8, 2027, bearing interest at a fixed rate of 2.048% per annum; and
•$250 of notes that mature on June 27, 2030, bearing interest at a fixed rate of 5.393% per annum.

The notes rank pari passu with all other debt and future indebtedness of the Company.

Revolving credit and term loan facilities
The Company has syndicated senior credit facilities, structured as a sustainability-linked loan, consisting of an unsecured senior revolving credit facility in the maximum amount of $800 and an unsecured senior term loan of $310 in two tranches. Additional funds of $600 can be accessed subject to approval and under the same terms and conditions. On June 27, 2024, the Company amended the syndicated senior credit facilities to change certain terms and conditions, including extending the maturity dates for the revolving credit facility from December 8, 2027 to June 27, 2029, the $150 tranche B of the term loan from December 8, 2025 to June 27, 2027, and the $160 tranche C of the term loan from December 8, 2027 to June 27, 2029. The amendments to the terms and conditions were not considered to be substantial. As such, the amendments were accounted for as a debt modification.

The Company's unsecured bilateral term credit facility of $100 matured on June 17, 2024 and has been replaced with a new unsecured bilateral term credit facility of $100 maturing on June 28, 2025.

The revolving credit facility and the term loan facilities may be repaid from time to time at the option of the Company. The average interest rate for the revolving credit facility and term loan facilities at June 30, 2024, was 6.48% (December 31, 2023 – 6.78%).

The Company is subject to restrictive covenants related to its revolving credit facility, term loan facilities, and senior unsecured notes, which are measured quarterly. These covenants are consistent with those disclosed in the Company’s annual consolidated financial statements for the year ended December 31, 2023. The Company was in compliance with these covenants as at and throughout the two quarters ended June 30, 2024.

Bank indebtedness
The Company has an uncommitted unsecured multicurrency credit facility of up to £20 and an overdraft facility of up to AU$5, repayable on demand. The average interest rate at June 30, 2024, was 6.60% (December 31, 2023 - 6.59%) and the amount drawn was $24.2 (£14.0)(December 31, 2023 - $23.6 (£14.0)).

Bank indebtedness also includes overdrafts drawn under the terms of the Company’s syndicated senior credit facilities of $9.4 (December 31, 2023 - nil).

Notes payable
Notes payable consists primarily of notes payable for acquisitions and are due at various times from 2024 to 2027. Repayment is contingent on selling shareholders complying with the terms of the acquisition agreements. The weighted average interest rate on the notes payable at June 30, 2024, was 4.61% (December 31, 2023 – 3.90%).

Other financing obligations
The Company has financing obligations for software, included in intangible assets, equipment, and leasehold improvements, bearing interest at rates up to 7.36% (December 31, 2023 - up to 5.94%). These obligations expire at various dates before December 2028. Other financing obligations includes acquired software additions of $52.4 (June 30, 2023 - $nil) which have been excluded from the consolidated statement of cash flows (note 17).

Letter of credit and surety facilities
The Company issues letters of credit within its revolving credit facility and has a separate facility outside of its revolving credit facility that provides letters of credit up to $100. At June 30, 2024, $69.2 (December 31, 2023 – $57.0) in aggregate letters of credit outside of the Company’s credit facilities were issued in various currencies. Of
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-12
Stantec Inc.

these letters of credit, $47.6 (December 31, 2023 – $41.6) expire at various dates before July 2025 and $21.6 (December 31, 2023 – $15.4) have open-ended terms.

The Company has surety facilities related to Construction Services (which was sold in 2018) to accommodate the issuance of bonds for certain types of project work. At June 30, 2024, the Company retained bonds of $9.4 (December 31, 2023 – $16.6) in US funds under these surety facilities that will expire on completion of the associated projects. The estimated completion dates of these projects are before October 2024. Although the Company remains obligated for these instruments, the purchaser of the Construction Services business has indemnified the Company for any obligations that may arise from these bonds.

The Company also has $45.6 (December 31, 2023 - $20.3) in bonds for our continuing operations that will expire on completion of the associated projects. The estimated completion dates of these projects are before August 2029.

9.Provisions
Self-
insured
liabilities		ClaimsLease
restoration		Onerous contractsTotal
$$$$$
January 1, 2024
86.6 46.7 28.5 24.7 186.5 
Current period provisions33.0 6.6 1.5 2.6 43.7 
Acquisitions— 19.5 1.4 2.5 23.4 
Paid or otherwise settled(9.9)(12.2)(3.2)(4.9)(30.2)
Impact of foreign exchange2.3 1.1 0.4 0.2 4.0 
112.0 61.7 28.6 25.1 227.4 
Less current portion11.4 22.3 5.9 13.6 53.2 
Long-term portion100.6 39.4 22.7 11.5 174.2 

10.Other Liabilities
June 30,
2024		December 31,
2023
Note$$
Cash-settled share-based compensation
11
68.5 95.5 
Other5.6 15.1 
74.1 110.6 
Less current portion35.3 55.0 
Long-term portion38.8 55.6 
11.Share Capital
Authorized
UnlimitedCommon shares, with no par value
UnlimitedPreferred shares issuable in series, with attributes designated by the board of directors

Common shares
The Company has approval to repurchase up to 2,281,339 common shares and an Automatic Share Purchase Plan (ASPP) which allows a broker, in its sole discretion and based on the parameters established by the Company, to purchase common shares for cancellation under the Normal Course Issuer Bid (NCIB) at any time during
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-13
Stantec Inc.

predetermined trading blackout periods. As at June 30, 2024 and December 31, 2023, no liability was recorded in the Company’s consolidated statements of financial position in connection with the ASPP.
Dividends
Holders of common shares are entitled to receive dividends when declared by the Company’s board of directors. The table below describes the dividends paid in 2024:
Dividend per SharePaid
Date DeclaredRecord DatePayment Date$$
November 9, 2023December 29, 2023January 16, 20240.195 22.3 
February 28, 2024March 28, 2024April 15, 20240.210 23.9 
May 8, 2024June 28, 2024July 15, 20240.210 — 

At June 30, 2024, trade and other payables included $23.9 related to the dividends declared on May 8, 2024.

Share-based payment transactions

During the second quarter of 2024, the Company recognized a net share-based compensation expense of $9.3 (June 30, 2023 - $12.0) in administrative and marketing expenses in the consolidated statements of income, comprised of share-based compensation expense of $11.2 (June 30, 2023 - $14.7) offset by a hedge impact of $1.9 (June 30, 2023 - $2.7) (note 13).

During the first two quarters of 2024, the Company recognized a net share-based compensation expense of $25.5 (June 30, 2023 - $27.6) in administrative and marketing expenses in the consolidated statements of income, comprised of share-based compensation expense of $30.9 (June 30, 2023 - $35.5) offset by a hedge impact of $5.4 (June 30, 2023 - $7.9) (note 13).

During the first two quarters of 2024, the Company granted 118,447 Performance Share Units (PSUs) at a fair value of $13.0 (June 30, 2023 - 177,897 units for $15.7). The performance objectives for 2024 PSU grants include an adjusted earnings per share growth target and a total shareholder return relative to the Company's peer group, each with a 50% weighting. The Company also granted 112,864 Restricted Share Units (RSUs) at a fair value of $12.9 (June 30, 2023 - 118,259 units for $9.5) under the same terms, conditions, and vesting requirements as the units issued in 2023.

During the first two quarters of 2024, 227,503 PSUs were paid at a value of $41.4 (June 30, 2023 - 284,209 PSUs were paid at a value of $28.2), 113,948 RSUs were paid at a value of $13.7 (June 30, 2023 - 127,173 RSUs were paid at a value of $10.2), and 24,414 DSUs were paid at a value of $2.7 (June 30, 2023 - 24,081 DSUs were paid at a value of $1.6).

At June 30, 2024, the accrued obligations for PSUs of $29.3 (December 31, 2023 - $51.5), RSUs of $15.1 (December 31, 2023 - $20.2), and Deferred Share Units (DSUs) of $24.1 (December 31, 2023 - $23.8) were recorded in other liabilities (note 10).

12.Fair Value Measurements
All financial instruments carried at fair value are categorized into one of the following:
•Level 1 – quoted market prices
•Level 2 – valuation techniques (market observable)
•Level 3 – valuation techniques (non-market observable)
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-14
Stantec Inc.

When forming estimates, the Company uses the most observable inputs available for valuation purposes. If a fair value measurement reflects inputs of different levels within the hierarchy, the financial instrument is categorized based on the lowest level of significant input.

When determining fair value, the Company considers the principal or most advantageous market in which it would transact and the assumptions that market participants would use when pricing the asset or liability. The Company measures certain financial assets and liabilities at fair value on a recurring basis.

For financial instruments recognized at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorizations at the end of each reporting period.

In the first two quarters of 2024, no changes were made to the method of determining fair value and no transfers were made between levels of the hierarchy.

The following tables summarize the Company’s fair value hierarchy for those assets and liabilities measured and adjusted to fair value on a recurring basis:
Carrying
Amount		Level 1Level 2Level 3
At June 30, 2024
Notes$$$$
Assets
Investments held for self-insured liabilities7177.3 — 177.3 — 
Derivative financial instruments
7,1319.9 — 19.9 — 
Liabilities
Notes payable
8125.4 — — 125.4 
Carrying
Amount		Level 1Level 2Level 3
At December 31, 2023
Notes$$$$
Assets
Investments held for self-insured liabilities7204.5 — 204.5 — 
Derivative financial instruments7,1320.0 — 20.0 — 
Liabilities
Notes payable882.8 — — 82.8 

Investments held for self-insured liabilities consist of government and corporate bonds and equity securities. Fair value of bonds is determined using observable prices of debt with characteristics and maturities that are similar to the bonds being valued. Fair value of equities is determined using the reported net asset value per share of the investment funds. The funds derive their value from observable quoted prices of the equities owned that are traded in an active market.

The fair value of notes payable is not based on observable market data and as such, the valuation method is classified as level 3 in the fair value hierarchy. For payments with terms greater than one year, the estimated liability is discounted using an appropriate rate of interest.


Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-15
Stantec Inc.

The following tables summarize the Company’s fair value hierarchy for those liabilities that were not measured at fair value but are required to be disclosed at fair value on a recurring basis:
Carrying
Amount		Level 1Level 2Level 3
At June 30, 2024
Note$$$$
Senior unsecured notes8547.8 — 518.8 — 
At December 31, 2023
Senior unsecured notes8547.6 — 523.2 — 

The fair value of senior unsecured notes is determined by calculating the present value of future payments using observable benchmark interest rates and credit spreads for debt with similar characteristics and maturities.

13.Financial Instruments
a)Derivative financial instruments

Total return swaps on share-based compensation units
The Company has total return swap (TRS) agreements with a financial institution to manage its exposure to changes in the fair value of the Company's shares for certain cash-settled share-based payment obligations. The Company has designated the TRSs related to its RSUs as a cash flow hedge, with a notional amount of $25.5 maturing between 2025 and 2027. During the first two quarters of 2024, the TRSs related to the Company's RSUs had a gain of $3.0 ($2.3 net of tax) in other comprehensive income (loss) and reclassified a gain of $3.8 to the consolidated statements of income, in administrative and marketing expenses (June 30, 2023 - a gain of $7.2 ($5.6 net of tax) and reclassified a gain of $4.0). The TRSs related to the Company's DSUs, for which hedge accounting was not applied, had an unrealized gain of $1.6 (June 30, 2023 – unrealized gain of $4.0) which was recognized in administrative and marketing expenses in the consolidated statements of income.

b)Nature and extent of risks
The conflicts in Ukraine and the Middle East, and the transition to higher inflationary environments have had adverse financial impacts on the global economy, but the Company has not seen a significant increase to its risk exposure. Management continues to closely monitor the impacts on the Company’s risk exposure and will adjust its risk management approach as necessary.

Credit risk
Assets that subject the Company to credit risk consist primarily of cash and cash equivalents, trade and other receivables, unbilled receivables, contract assets, investments held for self-insured liabilities, holdbacks on long-term contracts, and other financial assets. The Company’s maximum amount of credit risk exposure is limited to the carrying amount of these assets, which at June 30, 2024, was $2,539.1 (December 31, 2023 – $2,407.3).

The Company limits its exposure to credit risk by placing its cash and cash equivalents in high-quality credit institutions. Investments held for self-insured liabilities include corporate bonds and equity securities. The Company believes the risk associated with corporate bonds and equity securities is mitigated by the overall quality and mix of the Company’s investment portfolio. Substantially all bonds held by the Company are investment grade, and none are past due. The Company monitors changes in credit risk by tracking published external credit ratings.

The Company mitigates the risk associated with trade and other receivables, unbilled receivables, contract assets, and holdbacks on long-term contracts by providing services to diverse clients in various industries and sectors of the economy. In addition, management reviews trade and other receivables past due on an ongoing basis to identify matters that could potentially delay the collection of funds at an early stage. The Company does not concentrate its credit risk in any particular client, industry, or economic or geographic sector.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-16
Stantec Inc.

The Company monitors trade receivables to an internal target of days of revenue in trade receivables. At June 30, 2024, the days of revenue in trade receivables was 54 days (December 31, 2023 – 59 days).

Price risk
The Company’s investments held for self-insured liabilities are exposed to price risk arising from changes in the market values of the equity securities. This risk is mitigated because the portfolio of equity funds is monitored regularly and appropriately diversified. For the Company's investments held for self-insured liabilities, a 5% increase or decrease in equity prices at June 30, 2024, would increase or decrease the Company’s net income by $2.4 (June 30, 2023 - $2.6), respectively.

The Company is also exposed to changes in its share price arising from its cash-settled share-based payments as the Company's obligation under these arrangements are based on the price of the Company's shares. The Company mitigates a portion of its exposure to this risk for its RSUs and DSUs by entering into TRSs. For PSUs, a 10% increase or decrease in the price of the Company's shares at June 30, 2024, would decrease or increase the Company’s net income by $2.2 (June 30, 2023 - $2.0), respectively.

Liquidity risk
The Company meets its liquidity needs through various sources, including cash generated from operations, issuing senior unsecured notes, borrowings from its $800 revolving credit facility, term loan facilities, bilateral, multicurrency, and overdraft credit facilities, and the issuance of common shares. The unused capacity of the credit facilities at June 30, 2024, was $232.0 (December 31, 2023 – $732.7) and the Company also has access to additional funds of $600 under its syndicated credit facilities (note 8). The Company believes that it has sufficient resources to meet obligations associated with its financial liabilities.

Interest rate risk
The Company is subject to interest rate cash flow risk to the extent that its credit and term loan facilities are based on floating interest rates. The Company is also subject to interest rate pricing risk to the extent that its investments held for self-insured liabilities include fixed-rate government and corporate bonds. If the interest rate on the Company’s credit and term loan facilities at June 30, 2024, was 1% higher or lower, with all other variables held constant, net income would decrease or increase by $3.9 (June 30, 2023 - $3.6), respectively.

Foreign exchange risk
Foreign exchange risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Foreign exchange gains or losses in net income arise on the translation of foreign currency-denominated assets and liabilities (such as trade and other receivables, bank indebtedness, trade and other payables, and long-term debt) held in the Company's Canadian operations and foreign subsidiaries. The Company manages its exposure to foreign exchange fluctuations on these items by matching foreign currency assets with foreign currency liabilities and, from time to time, through the use of foreign currency forward contracts.

Foreign exchange fluctuations may also arise on the translation of foreign subsidiaries, where the functional currency is different from the Canadian dollar, and are recorded in other comprehensive income. During the first two quarters of 2024, the Company recorded exchange gains on translation of foreign operations of $93.4 through other comprehensive income (loss), of which $57.6 related to goodwill. The Company does not hedge for this foreign exchange risk.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-17
Stantec Inc.

14.Employee Costs
For the quarter ended
June 30,		For the two quarters ended
June 30,
2024202320242023
Note$$$$
Wages, salaries, and benefits1,076.9 923.7 2,075.8 1,820.2 
Pension costs34.0 28.2 62.2 53.1 
Net share-based compensation11,139.3 12.0 25.5 27.6 
Total employee costs1,120.2 963.9 2,163.5 1,900.9 
Direct labor681.6 584.7 1,309.2 1,153.2 
Indirect labor438.6 379.2 854.3 747.7 
Total employee costs1,120.2 963.9 2,163.5 1,900.9 

Direct labor costs include salaries, wages, and related fringe benefits (including pension costs) for labor hours directly associated with the completion of projects. Bonuses, share-based compensation, termination payments, and salaries, wages, and related fringe benefits (including pension costs) for labor hours not directly associated with the completion of projects are included in indirect labor costs. Indirect labor costs are included in administrative and marketing expenses in the consolidated statements of income.

15.Net Interest Expense and Other Net Finance Expense
For the quarter ended
June 30,		For the two quarters ended
June 30,
2024202320242023
$$$$
Total net interest expense
27.3 22.3 51.3 43.0 
Other net finance expense0.1 0.6 0.3 1.5 
Net interest expense and other net finance expense27.4 22.9 51.6 44.5 

Interest expense on the Company’s long-term debt and bank indebtedness for the first two quarters of 2024 was $40.8 (June 30, 2023 – $33.4) (note 8). Interest on lease liabilities during the first two quarters of 2024 was $14.5 (June 30, 2023 - $12.2).

16.Other Expenses (Income)
For the quarter ended
June 30,		For the two quarters ended
June 30,
2024202320242023
$$$$
Realized gain on investments(0.1)— (4.1)(0.1)
Unrealized gain on equity securities
(1.8)(3.3)(3.7)(7.2)
Other2.8 1.9 3.0 2.0 
Total other expenses (income)
0.9 (1.4)(4.8)(5.3)

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-18
Stantec Inc.

17.Cash Flow Information
A reconciliation of liabilities arising from financing activities for the two quarters ended June 30, 2024, is as follows: 
Senior Unsecured NotesRevolving Credit and Term Loan FacilitiesNotes
Payable
Other Financing Obligations
Lease LiabilitiesTotal
$$$$ $$
January 1, 2024
547.6 487.7 82.8 10.9 579.1 1,708.1 
Statement of cash flows
Net proceeds (repayments)— 489.0 (52.6)(52.3)(54.2)329.9 
Non-cash changes
Foreign exchange— 1.5 2.0 0.5 10.6 14.6 
Additions and modifications— (0.7)— 52.4 64.8 116.5 
Acquisitions
— — 94.0 36.7 57.3 188.0 
Other0.2 0.4 (0.8)1.1 0.6 1.5 
June 30, 2024547.8 977.9 125.4 49.3 658.2 2,358.6 

A reconciliation of liabilities arising from financing activities for the two quarters ended June 30, 2023, is as follows: 
Senior Unsecured NotesRevolving Credit Facility and Term LoanNotes
Payable
Other Financing Obligations
Lease LiabilitiesTotal
$$$$ $$
January 1, 2023
298.6 840.2 62.4 34.6 621.4 1,857.2 
Statement of cash flows
Net proceeds (repayments)250.0 70.6 (22.1)(18.2)(61.4)218.9 
Transaction costs(1.2)— — — — (1.2)
Non-cash changes
Foreign exchange— (3.4)(0.1)(0.3)(7.9)(11.7)
Additions and modifications— — 50.3 — 43.3 93.6 
Other0.1 0.5 (2.4)0.3 2.2 0.7 
June 30, 2023547.5 907.9 88.1 16.4 597.6 2,157.5 
For the quarter ended
June 30,		For the two quarters ended
June 30,
2024202320242023
$$$$
Supplemental disclosure
Income taxes paid, net of recoveries
78.8 83.6 87.5 91.6 
Interest paid, net of receipts
29.8 21.1 45.4 40.4 

18.Segmented Information
The Company provides comprehensive professional services in the area of infrastructure and facilities throughout North America and globally. It considers the basis on which it is organized, including geographic areas, to identify its reportable segments. Operating segments of the Company are defined as components of the Company for which separate financial information is available and are evaluated regularly by the chief operating decision maker when allocating resources and assessing performance. The chief operating decision maker is the CEO of the Company, and the Company’s operating segments are based on its regional geographic areas.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-19
Stantec Inc.

The Company’s reportable segments are Canada, United States, and Global. These reportable segments provide professional consulting in engineering, architecture, interior design, landscape architecture, surveying, environmental sciences, project management, and project economics services in the area of infrastructure and facilities.

Segment performance is evaluated by the CEO based on project margin and is measured consistently with project margin in the consolidated financial statements. Reconciliations of project margin to net income before taxes is included in the consolidated statements of income.

Reportable segments
For the quarter ended June 30, 2024
CanadaUnited StatesGlobalConsolidated
$$$$
Gross revenue from external customers435.5 1,024.3 429.9 1,889.7 
Less subconsultants and other direct expenses
    and net revenue inter-segment allocations		64.8 248.7 82.9 396.4 
Total net revenue370.7 775.6 347.0 1,493.3 
Project margin197.3 427.6 186.8 811.7 

For the quarter ended June 30, 2023
CanadaUnited StatesGlobalConsolidated
$$$$
Gross revenue from external customers364.2 913.5 360.5 1,638.2 
Less subconsultants and other direct expenses
    and net revenue inter-segment allocations		43.9 246.3 69.3 359.5 
Total net revenue320.3 667.2 291.2 1,278.7 
Project margin172.7 363.7 157.6 694.0 

For the two quarters ended June 30, 2024
CanadaUnited StatesGlobalConsolidated
$$$$
Gross revenue from external customers791.2 2,009.7 810.2 3,611.1 
Less subconsultants and other direct expenses
   and net revenue inter-segment allocations		96.8 500.2 150.7 747.7 
Total net revenue694.4 1,509.5 659.5 2,863.4 
Project margin369.6 830.1 354.5 1,554.2 

For the two quarters ended June 30, 2023
CanadaUnited StatesGlobalConsolidated
$$$$
Gross revenue from external customers708.3 1,758.0 711.1 3,177.4 
Less subconsultants and other direct expenses
   and net revenue inter-segment allocations		85.0 447.6 137.6 670.2 
Total net revenue623.3 1,310.4 573.5 2,507.2 
Project margin334.8 714.9 304.3 1,354.0 

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-20
Stantec Inc.

The following tables disclose the disaggregation of non-current assets by geographic area and revenue by geographic area and services:

Geographic information
Non-Current AssetsGross Revenue
June 30,
2024		December 31,
2023		For the quarter ended
June 30,		For the two quarters ended
June 30,
2024202320242023
$$$$$$
Canada781.8 606.7 435.5 364.2 791.2 708.3 
United States2,115.6 1,985.3 1,024.3 913.5 2,009.7 1,758.0 
United Kingdom
394.5 205.4 141.0 101.7 258.1 206.6 
Australia416.4 398.2 108.0 118.1 209.8 235.7 
Other geographies
487.8 164.5 180.9 140.7 342.3 268.8 
4,196.1 3,360.1 1,889.7 1,638.2 3,611.1 3,177.4 

Non-current assets consist of property and equipment, lease assets, goodwill, and intangible assets. Geographic information is attributed to countries based on the location of the assets.
Gross revenue is attributed to countries based on the location of the project.

Gross revenue by services
For the quarter ended
June 30,		For the two quarters ended
June 30,
2024202320242023
$$$$
Infrastructure525.1 448.8 988.3 861.3 
Water391.3 341.7 771.3 669.4 
Buildings420.0 295.6 803.9 586.7 
Environmental Services372.0 357.3 694.0 678.9 
Energy & Resources181.3 194.8 353.6 381.1 
Total gross revenue from external customers1,889.7 1,638.2 3,611.1 3,177.4 

Performance will fluctuate quarter to quarter. The first and fourth quarters historically have lower revenue generation and project activity because of holidays and weather conditions in the northern hemisphere. Despite this quarterly fluctuation, the Company has concluded that it is not highly seasonal in accordance with IAS 34.

Customers
The Company has a large number of clients in various industries and sectors of the economy. No particular customer exceeds 10% of the Company’s gross revenue.

19.Event after the Reporting Period

Dividends
On August 7, 2024, the Company declared a dividend of $0.21 per share, payable on October 15, 2024, to shareholders of record on September 27, 2024.



Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
June 30, 2024
F-21
Stantec Inc.

Exhibit 99.3 - Certification of Interim Filings – President and Chief Executive Officer

CERTIFICATION OF INTERIM FILINGS

I, GORDON A. JOHNSTON, certify the following:

1.I have reviewed the quarterly report for the period ended June 30, 2024 (this “report”) of Stantec Inc. (the “issuer”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4.The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.    The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
Date: August 7, 2024
/s/ Gordon A. Johnston
GORDON A. JOHNSTON, M. ENG., P. ENG
President and Chief Executive Officer



Exhibit 99.4 - Certification of Interim Filings – Executive Vice President and Chief Financial Officer

CERTIFICATION OF INTERIM FILINGS

I, THERESA B. Y. JANG, certify the following:
1.I have reviewed the quarterly report for the period ended June 30, 2024 (this “report”) of Stantec Inc. (the “issuer”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4.The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.    The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: August 7, 2024
/s/ Theresa B. Y. Jang
THERESA B. Y. JANG
Executive Vice President and Chief Financial Officer

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