UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 40-F



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

OR

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



For the fiscal year ended December 31, 2012

Commission File Number:  001-32562



| |  |              |  | 
| |  | ------------ |  | 
| |  | STANTEC INC. |  | 

(Exact name of Registrant as specified in its charter)



| |  |  |  | 
| |  |  |  | 
| |  |  |  | 

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



| |  |        |  | 
| |  | ------ |  | 
| |  | Canada |  | 

(Province or other jurisdiction of incorporation or organization)



| |  |      |  | 
| |  | ---- |  | 
| |  | 8711 |  | 

(Primary Standard Industrial Classification Code Number (if applicable))



| |  |     |  | 
| |  | --- |  | 
| |  | N/A |  | 

(I.R.S. Employer Identification Number (if applicable))



| |  |                                                       |  | 
| |  | ----------------------------------------------------- |  | 
| |  | 10160  112 Street, Edmonton, Alberta, Canada T5K 2L6 |  | 

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

Stantec Consulting Services Inc., 19 Technology Drive, Irvine, CA 92618-2334 (949) 923-6000

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

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



|                    |  |                                           |  | 
|------------------- |  | ----------------------------------------- |  | 
|Title of each class |  | Name of each exchange on which registered |  | 
|                    |  |                                          
|Common Shares       |  | New York Stock Exchange                   |  | 



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Securities registered or to be registered pursuant to Section 12(g) of the Act.



| |  |       |  | 
| |  | ----- |  | 
| |  | None. |  | 

(Title of Class)



Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.



| |  |       |  | 
| |  | ----- |  | 
| |  | None. |  | 

(Title of Class)

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

[Ö] Annual information form  [Ö]
Audited annual financial statements

Indicate the number of outstanding shares of each of the issuers classes of capital or common stock
as of the close of the period covered by the annual report.

As of December 31, 2012  45,983,894 Common Shares
outstanding.

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the Exchange Act). If Yes is marked, indicate the file number assigned to the Registrant in connection with such Rule.

Yes []    No [Ö]

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

Yes [Ö]    No []

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes []    No []



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DISCLOSURE CONTROLS AND PROCEDURES

The disclosure provided under Controls and Procedures on page M-65 of Exhibit 2, Managements Discussion and Analysis, is incorporated
by reference herein.



MANAGEMENTS ANNUAL REPORT
ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The disclosure provided under Management Report on page F-1 of Exhibit 3, 2012
Audited Consolidated Financial Statements, is incorporated by reference herein.



AUDITOR ATTESTATION

The disclosure provided under Independent Auditors Report
on Internal Control Over Financial Reporting on page F-3 of Exhibit 3, 2012 Audited Consolidated Financial Statements, is incorporated by reference herein.



CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

The disclosure provided under Controls and Procedures on page M-65 of Exhibit 2, Managements Discussion and Analysis, is incorporated by reference herein.



IDENTIFICATION OF THE AUDIT COMMITTEE

On December 31, 2012, Stantecs audit and risk committee was made up of the following three members: Ivor M. Ruste (Chair), David L. Emerson,
and Douglas K. Ammerman.



AUDIT COMMITTEE FINANCIAL
EXPERT

Stantecs Board of Directors has determined that all of the members of the audit and risk committee are financial experts.
Ivor M. Ruste, David L. Emerson, and Douglas K. Ammerman are each an audit committee financial expert (as such term is defined in the rules and regulations of the Securities Exchange Commission) and are independent, as that term is defined by the
New York Stock Exchanges corporate governance standards applicable to Stantec. The Securities and Exchange Commission has indicated that the designation of a person as an audit committee financial expert does not impose on such person any
duties, obligations or liability that are greater than those imposed on such person as a member of the audit committee and the Board of Directors in the absence of such designation and does not affect the duties, obligations or liability of any
other member of the audit committee or Board of Directors.



CODE OF ETHICS

Stantec
has adopted a code of ethics, entitled Stantec Code of Ethics. The Code of Ethics applies to all directors, officers and employees of Stantec, including Stantecs principal executive officer, principal financial officer and
principal accounting officer. Stantec requires that all officers and employees annually certify that they have read and understand the Code. The Code of Ethics is reviewed at least annually to ensure that it complies with all legal requirements and
is in alignment with best practices. In the event that amendments are needed, recommendations are made to the corporate governance and compensation committee and the Board of Directors for approval. On October 31, 2012, the Board of Directors
approved an amended and restated Code of Ethics. The amendments strengthened the anti-corruption provisions of the Code of Ethics and added a provision relating to appropriate use of social media. The Code of Ethics as amended and restated on
October 31, 2012 is filed as Exhibit 9 to this Annual Report, is available on Stantecs website (www.stantec.com) under the About  Governance section and is available in print to any shareholder upon written request to
the Secretary of Stantec.

The Board of Directors believes that providing a forum for employees and officers to raise concerns about ethical
conduct and treating all complaints with the appropriate level of seriousness foster a culture of ethical conduct within Stan-



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tec. Stantecs Integrity Policy sets out our procedures for reporting and investigating observations or concerns raised by employees or officers of the company. The Integrity Policy is
available at www.stantec.com. Stantec monitors compliance with its code through its integrity hotline. The integrity hotline allows officers or employees to report concerns regarding breaches of our code in writing, over the telephone, by mail or by
email. All complaints are treated as confidential, and requests to maintain anonymity are respected to the extent possible. The integrity hotline is monitored by the office of Stantecs general counsel.

Copies of all complaints are reviewed by the chair of the Audit and Risk Committee upon receipt. A quarterly report is presented to the Audit and Risk
Committee summarizing the status of any active investigations of complaints and the resolution of all complaints made through the integrity hotline.

The Board of Directors believes that its effectiveness is furthered when directors exercise independent judgment in considering transactions and agreements. As such, if at any Board of Directors
meeting a director or executive officer has a material interest in a matter being considered, such director or officer would not be present for discussions relating to the matter and would not participate in any vote on the matter.



PRINCIPAL ACCOUNTANT FEES AND SERVICES

The disclosure provided under External Auditor Service Fees on page 17 of Exhibit 1, Annual Information Form, is incorporated by reference
herein.



AUDIT COMMITTEE PRE-APPROVAL POLICIES AND
PROCEDURES

The disclosure provided under Preapproval Policy on page 17 of Exhibit 1, Annual Information Form, is incorporated
by reference herein. No audit fees, audit-related fees, tax fees or other fees were approved by the Audit and Risk Committee pursuant to paragraph (c)(7)(i)(C) of Regulation S-X.



OFF-BALANCE SHEET ARRANGEMENTS

The disclosure provided under Off-Balance Sheet Arrangements on pages M-42 through M-43 of Exhibit 2, Managements Discussion and
Analysis, is incorporated by reference herein.



CONTRACTUAL OBLIGATIONS

The disclosure provided under Contractual Obligations on page M-42 of Exhibit 2, Managements Discussion and Analysis, is incorporated
by reference herein.



CORPORATE GOVERNANCE

The disclosure provided under NYSE Corporate Governance Disclosure on page 18 of Exhibit 1, Annual Information Form, is
incorporated by reference herein.



UNDERTAKING AND
CONSENT TO SERVICE OF PROCESS



|A. | Undertaking
|-- | -----------

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



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|B. | Consent to Service of Process
|-- | -----------------------------

Stantec
has previously filed with the Commission a Form F-X in connection with the Common Shares.



SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant certifies
that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.



STANTEC INC./s/ Robert J. GomesRobert J. GomesPresident and Chief Executive Officer


Date:  February 20, 2013



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EXHIBIT INDEX



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|            |  |                                                                                                                                      
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                          
|            | 
|99.1        |  | Annual Information Form dated February 20, 2013                                                                                      
|            | 
|99.2        |  | Managements Discussion and Analysis for the year ended December 31, 2012 (pages M-1 through M-68 of the 2012 Financial Review)      
|            | 
|99.3        |  | 2012 Audited Consolidated Financial Statements (pages F-1 through F-58 of the 2012 Financial Review)                                 
|            | 
|99.4        |  | Consent of Ernst & Young LLP                                                                                                         
|            | 
|99.5        |  | Officers Certifications required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the U.S. Sarbanes-Oxley Act of 2002
|            | 
|99.6        |  | Officers Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002
|            | 
|99.7        |  | Officers Certifications required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the U.S. Sarbanes-Oxley Act of 2002
|            | 
|99.8        |  | Officers Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002
|            | 
|99.9        |  | Code of Ethics                                                                                                                       



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