6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

Commission File Number: 001-41713

ATS CORPORATION

(Translation of registrant’s name into English)

730 Fountain Street North

Building 3

Cambridge, Ontario N3H 4R7

(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  ☒

INCORPORATION BY REFERENCE<br><br><br><br>Exhibits 99.1 and 99.2 of this form 6-K are incorporated by reference as additional exhibits to the registrant's Registration Statements on Form F-10 (File No. 333-278270) and Form S-8 (File No. 333-273050).

EXHIBIT INDEX

99.1	Management's Discussion and Analysis of the registrant for the quarter ended June 30, 2024
99.2	Financial Statements of the registrant for thequarter ended June 30, 2024
99.3	Certification of Interim Filings - Chief Executive Officer
99.4	Certification of Interim Filings - Chief Financial Officer
99.5	Press Release dated August 8, 2024

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.

	ATS CORPORATION<br><br>(Registrant)
Date: August 8, 2024	By:	/s/ Stewart McCuaig
		Name: Stewart McCuaig
		Title: Vice President, General Counsel

Document

Exhibit 99.1

ATS CORPORATION

Management’s Discussion and Analysis

For the Quarter Ended June 30, 2024

TSX: ATS NYSE: ATS

Management’s Discussion and Analysis

For the Quarter Ended June 30, 2024

This Management’s Discussion and Analysis (“MD&A”) for the three months ended June 30, 2024 ("first quarter of fiscal 2025") is as of August 8, 2024 and provides information on the operating activities, performance and financial position of ATS Corporation (“ATS” or the “Company”). It should be read in conjunction with the unaudited interim condensed consolidated financial statements of the Company for the first quarter of fiscal 2025, which have been prepared in accordance with International Accounting Standard (“IAS”) 34 – Interim Financial Reporting, and are reported in Canadian dollars. All references to “$” or “dollars” in this MD&A are to Canadian dollars unless otherwise indicated. The Company assumes that the reader of this MD&A has access to, and has read, the audited consolidated financial statements of the Company prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Standards Board and the MD&A of the Company for the year ended March 31, 2024 (“fiscal 2024 MD&A”), and accordingly, the purpose of this document is to provide a fiscal 2025 first quarter update to the information contained in the fiscal 2024 MD&A. Additional information is contained in the Company’s filings with Canadian and U.S. securities regulators, including its Annual Information Form for fiscal 2024, found on the Company’s profile on System for Electronic Data Analysis and Retrieval+ ("SEDAR+") at www.sedarplus.com, on the Company's profile on the U.S. Securities and Exchange Commission's Electronic Data Gathering, Analysis and Retrieval System ("EDGAR") website at www.sec.gov, and on the Company’s website at www.atsautomation.com.

IMPORTANT NOTES

Forward-Looking Statements

This document contains forward-looking information within the meaning of applicable securities laws. Please see “Forward-Looking Statements” for further information on page 20.

Non-IFRS and Other Financial Measures

Throughout this document, management uses certain non-IFRS financial measures, non-IFRS ratios and supplementary financial measures within the meaning of applicable securities laws to evaluate the performance of the Company. See “Non-IFRS and Other Financial Measures” on page 23 for an explanation of such measures and “Reconciliation of Non-IFRS Measures to IFRS Measures” beginning on page 17 for a reconciliation of non-IFRS measures.

COMPANY PROFILE

ATS is an industry leader in planning, designing, building, commissioning and servicing automated manufacturing and assembly systems - including automation products and test solutions - for a broadly-diversified base of customers. ATS' reputation, knowledge, global presence and standard automation technology platforms differentiate the Company and provide competitive advantages in the worldwide manufacturing automation market for life sciences, transportation, food and beverage, consumer products, and energy. Founded in 1978, ATS employs over 7,000 people at more than 65 manufacturing facilities and over 85 offices in North America, Europe, Southeast Asia and Oceania. The Company's website can be found at www.atsautomation.com. The Company's common shares are traded on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") under the symbol ATS.

STRATEGY

To drive the creation of long-term sustainable shareholder value, the Company employs a three-part value creation strategy: Build, Grow and Expand.

Build: To build on the Company’s foundation and drive performance improvements, management is focused on the advancement of the ATS Business Model (“ABM”), the pursuit and measurement of value drivers and key performance indicators, a rigorous strategic planning process, succession planning, talent management, employee engagement, and instilling autonomy with accountability into its businesses.

Grow: To drive organic growth, ATS has developed and implemented growth tools under the ABM, which provide innovation and value to customers and work to grow reoccurring revenues.

Expand: To expand the Company’s reach, management is focused on the development of new markets and business platforms, expanding service offerings, investment in innovation and product development, and strategic and disciplined acquisitions that strengthen ATS.

The Company pursues all of its initiatives by using a strategic capital framework aimed at driving the creation of long-term sustainable shareholder value.

ATS Business Model

The ABM is a business management system that ATS developed with the goal of enabling the Company to pursue its strategies, outpace the growth of its chosen markets, and drive year-over-year continuous improvement. The ABM emphasizes:

•People: developing, engaging and empowering ATS’ people to build the best team;

•Process: aligning ATS’ people to implement and continuously improve robust and disciplined business processes throughout the organization; and

•Performance: consistently measuring results in order to yield world-class performance for ATS' customers and shareholders.

The ABM is ATS’ playbook, serving as the framework to achieve business goals and objectives through disciplined, continuous improvement. The ABM is employed by ATS divisions globally and is supported with extensive training in the use of key problem-solving tools, and applied through various projects to drive continuous improvement. When ATS makes an acquisition, the ABM is quickly introduced to new companies as a means of supporting cultural and business integration.

FINANCIAL HIGHLIGHTS

(In millions of dollars, except per share and margin data)

	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023		Variance
Revenues	$	694.3	$	753.6	(7.9)%
Net income	$	35.3	$	47.7	(26.0)%
Adjusted earnings from operations1	$	86.2	$	102.1	(15.6)%
Adjusted earnings from operations margin2		12.4%		13.5%	(113)bps
Adjusted EBITDA1	$	106.0	$	119.2	(11.1)%
Adjusted EBITDA margin2		15.3%		15.8%	(55)bps
Basic earnings per share	$	0.36	$	0.50	(28.0)%
Adjusted basic earnings per share1	$	0.50	$	0.69	(27.5)%
Order Bookings3	$	817.0	$	690.0	18.4%		As At	June 30<br>2024		July 2<br>2023		Variance
---	---	---	---	---	---
Order Backlog3	$	1,882	$	2,023	(7.0)%

1Non-IFRS financial measure - See “Non-IFRS and Other Financial Measures.”

2Non-IFRS ratio - See "Non-IFRS and Other Financial Measures"

3Supplementary financial measure - See "Non-IFRS and Other Financial Measures"

EXECUTIVE SUMMARY

•Order Bookings in the first quarter were $817 million compared to $690 million in the first quarter last year, including an increase of 13.1% from organic Order Bookings, in addition to 4.2% from recent acquisitions. “Acquisitions” or “acquired companies” in this MD&A refer to companies that were not part of the consolidated group in the comparable prior-year periods. Trailing twelve month book-to-bill ratio at June 30, 2024 was 1.02:1, and for the third consecutive quarter was above 1.00:1 in all markets except transportation. Order Bookings, organic Order Bookings growth and book-to-bill ratio are supplementary financial measures - see “Non-IFRS and Other Financial Measures”.

•First quarter revenues declined 7.9% year over year, primarily due to lower electric vehicle ("EV") Order Backlog entering fiscal 2025 compared to fiscal 2024. This decrease was partially offset by 4.0% growth from recently acquired companies and organic revenue growth in life sciences and consumer products. Organic revenue is a non-IFRS financial measure and organic revenue growth is a non-IFRS financial ratio - see “Non-IFRS and Other Financial Measures.”

•Order Backlog of $1,882 million at period-end was 7.0% lower than the first quarter of the prior year, primarily on account of lower Order Backlog within the transportation market which included several large Order Bookings a year ago. Order Backlog is distributed across strategic global markets and regulated industries, and provides good revenue visibility. Order Backlog is a supplementary financial measure - see “Non-IFRS and Other Financial Measures”.

•Non-cash working capital as a percentage of revenues was 23.4%, which was primarily due to customer project schedules, including timing of milestone billings and payments for large EV programs. Net debt to adjusted EBITDA ratio at June 30, 2024 of 2.7 times was within the

Company's target range. Non-cash working capital as a percentage of revenues and net debt to adjusted EBITDA are non-IFRS ratios — see “Non-IFRS and Other Financial Measures”.

•Adjusted earnings from operations for the quarter was $86.2 million (12.4% margin), compared to $102.1 million (13.5% margin) a year ago due to lower revenues and higher selling, general and administrative ("SG&A") expenses, partially offset by higher gross margins. Adjusted earnings from operations is a non-IFRS financial measure and adjusted earnings from operations margin is a non-IFRS ratio — see “Non-IFRS and Other Financial Measures”.

STRATEGIC BUSINESS ACQUISITIONS

On May 15, 2024, the Company announced it had entered into a definitive agreement to acquire 100% of the shares of Paxiom Group (“Paxiom”). With headquarters in Montreal, Quebec, Paxiom is a provider of primary, secondary, and end-of-line packaging machines in the food and beverage, cannabis, and pharmaceutical industries. Paxiom provides a vast product line that includes precision weigh filling, bagging, wrapping, labeling, conveyors, case forming, robotic case packing and end of line palletizing equipment that will complement ATS’ packaging and food technology businesses and allow ATS to offer complete packaging and end-of-line solutions. The transaction closed on July 24, 2024, subsequent to the end of the period.

On August 7, 2024, subsequent to the end of the period, the Company announced it had entered into a definitive agreement to purchase all material assets from Heidolph Instruments GmbH & Co. KG and Hans Heidolph GmbH ("Heidolph''), a leading manufacturer of premium lab equipment for the life sciences and pharmaceutical industries, with headquarters in Schwabach, Germany and facilities in the United States, South Korea and China. The transaction is expected to close in the third calendar quarter of 2024, subject to closing conditions in the agreement.

ORDER BOOKINGS BY QUARTER

First quarter fiscal 2025 Order Bookings were $817 million, an 18.4% year-over-year increase, reflecting 13.1% of organic Order Bookings growth, in addition to 4.2% growth from acquired companies. Order Bookings from acquired companies totalled $28.9 million. By market, Order Bookings in life sciences increased compared to the prior-year period primarily due to organic growth, along with $28.6 million of contributions from acquired companies, including $24.2 million from Avidity Science, LLC ("Avidity"). Order Bookings in transportation decreased compared to the prior-year period, reflecting a more measured approach to Electric Vehicle ("EV") investment by transportation customers as they respond to dynamics in their markets, resulting in lower Order Bookings relative to the prior period. Order Bookings in food & beverage and energy decreased while Order Bookings in consumer products increased primarily due to the timing of customer projects.

Trailing twelve month book-to-bill ratio at June 30, 2024 was 1.02:1. Book-to-bill ratio, Order Bookings and organic Order Bookings growth are supplementary financial measures - see “Non-IFRS and Other Financial Measures.”

ORDER BACKLOG CONTINUITY

(In millions of dollars)

	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Opening Order Backlog	$	1,793	$	2,153
Revenues	(694)		(754)
Order Bookings	817		690
Order Backlog adjustments1	(34)		(66)
Total	$	1,882	$	2,023

1Order Backlog adjustments include foreign exchange adjustments, scope changes and cancellations.

OUTLOOK

Order Backlog by Market

(In millions of dollars)

As at	June 30, 2024		July 2, 2023
Life Sciences	$	990	$	783
Transportation	417		834
Food & Beverage	216		188
Consumer Products	150		134
Energy	109		84
Total	$	1,882	$	2,023

At June 30, 2024, Order Backlog was $1,882 million, 7.0% lower than at July 2, 2023 primarily on account of lower Order Backlog within the transportation market which included several large Order Bookings a year ago.

The life sciences funnel remains strong, with a focus on strategic submarkets of pharmaceuticals, radiopharmaceuticals, and medical devices. Management continues to see opportunities with both new and existing customers, including those who produce auto-injectors and wearable devices for diabetes and obesity treatments, contact lenses and pre-filled syringes, automated pharmacy solutions, as well as opportunities to provide life science solutions that leverage integrated capabilities from across ATS. In transportation, the funnel consists of smaller opportunities relative to the size of the Order Bookings received throughout fiscal years 2023 and 2024 as industry participants are moderating new capacity investment to match end market demand and reduce platform costs. Funnel activity in food & beverage remains strong. The Company continues to benefit from strong brand recognition within the global tomato processing, other soft fruits processing and vegetable processing industries, and there is continued interest in automated solutions within the food & beverage market more broadly. Funnel activity in consumer products is stable; inflationary pressures continue to have an effect on discretionary spending by consumers, which may impact timing of some customer investments. Funnel activity in energy remains strong and includes longer-term opportunities in the nuclear industry. The Company is focused on clean energy applications including solutions for the refurbishment of nuclear power plants, early participation in the small modular reactor market, and grid battery storage.

Funnel growth in markets where environmental, social and governance requirements are an increasing focus for customers — including grid battery storage and nuclear, as well as consumer goods packaging — provide ATS with opportunities to use its capabilities to respond to customer sustainability standards and goals, including global and regional requirements to reduce carbon emissions. Customers seeking to de-risk or enhance the resiliency of their supply chains, address a shortage of skilled workers or combat higher labour costs also provide future opportunities for ATS to

pursue. Management believes that the underlying trends driving customer demand for ATS solutions including rising labour costs, labour shortages, production onshoring or reshoring and the need for scalable, high-quality, energy-efficient production remain favourable.

Order Backlog of $1,882 million is expected to help mitigate some of the impact of quarterly variability in Order Bookings on revenues in the short term. The Company’s Order Backlog includes several large enterprise programs that have longer periods of performance and therefore longer revenue recognition cycles. In the second quarter of fiscal 2025, management expects the conversion of Order Backlog to revenues to be in the 33% to 36% range. This estimate is calculated each quarter based on management’s assessment of project schedules across all customer contracts, expectations for faster-turn product and services revenues, expected delivery timing of third-party equipment and operational capacity. In the fourth quarter of fiscal 2024, management reported that approximately $150 million of Order Backlog with one of the Company's EV customers remained delayed. There is uncertainty as to if or when this portion of the program will restart. In light of reduced EV investment by automakers, and the uncertainty this creates in transportation funnel activity as well as the conversion of Order Backlog to revenues, management expects that transportation will be a smaller portion of ATS' overall business going forward. As a result, the Company is working to reduce its cost structure to reflect these expectations (see "Reorganization Activity"). In the short-term, management expects pressure on transportation revenues to negatively impact margins.

Supplier lead times have improved in most key categories; however, prolonged cost increases, price and lead-time volatility have and may continue to disrupt the timing and progress of the Company’s margin expansion efforts and affect revenue recognition. Over time, sustaining management's margin target assumes that the Company will successfully implement its margin expansion initiatives, and that such initiatives will result in improvements to its adjusted earnings from operations margin that offset these shorter-term pressures (see “Forward-Looking Statements” for a description of the risks underlying the achievement of the margin target in future periods).

The timing of customer decisions on larger opportunities is expected to cause variability in Order Bookings from quarter to quarter. Revenues in a given period are dependent on a combination of the volume of outstanding projects the Company is contracted to perform, the size and duration of those projects, and the timing of project activities including design, assembly, testing, and installation. Given the specialized nature of the Company’s offerings, the size and scope of projects vary based on customer needs. The Company seeks to achieve revenue growth organically and by identifying strategic acquisition opportunities that provide access to attractive end-markets and new products and technologies and deliver hurdle-rate returns. After-sales revenues and reoccurring revenues, which ATS defines as revenues from ancillary products and services associated with equipment sales, and revenues from customers who purchase non-customized ATS product at regular intervals, are expected to provide some balance to customers' capital expenditure cycles.

In the short term, the Company also expects non-cash working capital to remain elevated as large enterprise programs progress through milestones. Management anticipates that working capital improvements will start to materialize in the second half of the fiscal year as milestones are achieved on larger programs in Order Backlog. Not withstanding the foregoing, given the size and timing of milestone payments for certain large EV programs in Order Backlog, the Company could still see its non-cash working capital remain elevated until these milestone payments are received. Over the long-term, the Company expects to continue investing in non-cash working capital to support growth, with fluctuations expected on a quarter-over-quarter basis. The Company’s long-term goal is to maintain its investment in non-cash working capital as a percentage of annualized revenues below 15%. The Company expects that continued cash flows from operations, together with cash and cash equivalents on hand and credit available under operating and long-term credit facilities will be sufficient to fund its

requirements for investments in non-cash working capital and capital assets, and to fund strategic investment plans including some potential acquisitions. Acquisitions could result in additional debt or equity financing requirements for the Company. Non-cash working capital as a percentage of revenues is a non-IFRS ratio - see “Non-IFRS and Other Financial Measures.”

The Company continues to make progress in line with its plans to integrate acquired companies, and expects to realize cost and revenue synergies consistent with announced integration plans.

Reorganization Activity

The North American EV market is experiencing a slowdown in sales growth, and this has given rise to reduced investment, program cancellations, deferrals, and production volume reductions by various automakers. In response to the resulting lower demand for the Company's solutions in this space, the Company intends to reduce the cost structure of its transportation-related businesses. This is expected to include reallocation of resources to other parts of the business, along with workforce reductions. These actions are expected to commence in the second quarter of fiscal 2025, with an estimated cost of between $15 million and $20 million. For discussion of risks related to customer concentration, see "Customer Concentration Risk” in the risk factors described in ATS’ annual information form for the fiscal year ended March 31, 2024, which is available on the SEDAR+ at www.sedarplus.com and on the U.S. Securities Exchange Commission’s EDGAR at www.sec.gov.

DETAILED ANALYSIS

CONSOLIDATED RESULTS

(In millions of dollars, except per share data)

	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Revenues	$	694.3	$	753.6
Cost of revenues	487.7		540.9
Selling, general and administrative	135.3		123.7
Stock-based compensation	3.7		10.0
Earnings from operations	$	67.6	$	79.0
Net finance costs	$	19.5	$	16.9
Provision for income taxes	12.8		14.4
Net income	$	35.3	$	47.7
Basic earnings per share	$	0.36	$	0.50
Non-IFRS Financial Measures1	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
---	---	---	---	---
Adjusted earnings from operations	$	86.2	$	102.1
EBITDA	$	105.0	$	114.7
Adjusted EBITDA	$	106.0	$	119.2
Adjusted basic earnings per share	$	0.50	$	0.69

1Non-IFRS financial measures - see “Non-IFRS and Other Financial Measures.”

Consolidated Revenues

(In millions of dollars)

Revenues by type	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Revenues from construction contracts	$	395.0	$	508.8
Services rendered	171.2		142.3
Sale of goods	128.1		102.5
Total revenues	$	694.3	$	753.6
Revenues by market	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
---	---	---	---	---
Life Sciences	$	328.4	$	285.0
Transportation	144.4		218.5
Food & Beverage	96.8		130.6
Consumer Products	87.8		83.6
Energy	36.9		35.9
Total revenues	$	694.3	$	753.6

Fiscal 2025 first quarter revenues were 7.9% or $59.3 million lower than in the corresponding period a year ago. This performance primarily reflected the year-over-year decrease in organic revenue (excluding contributions from acquired companies and foreign exchange translation) of $95.4 million or 12.7%, partially offset by increased revenues earned by acquired companies of $29.9 million, which included $26.1 million from Avidity. Revenues generated from construction contracts decreased 22.4% or $113.8 million due to lower Order Backlog entering the period. Revenues from services increased 20.3% or $28.9 million due to organic revenue growth in addition to revenues earned by acquired companies of $8.7 million. Revenues from the sale of goods increased 25.0% or $25.6 million primarily due revenues earned by acquired companies of $20.9 million, primarily from Avidity, in addition to organic revenue growth.

By market, revenues generated in life sciences increased $43.4 million or 15.2% year over year. This was primarily due to contributions from acquisitions totalling $29.7 million and organic revenue growth on higher Order Backlog entering the quarter. Revenues in transportation decreased $74.1 million or 33.9%, due to lower Order Backlog entering the quarter. Revenues generated in food & beverage decreased $33.8 million or 25.9% due to timing of program execution. Revenues generated in consumer products increased $4.2 million or 5.0% due to timing of program execution. Revenues in energy increased $1.0 million or 2.8% due to higher Order Backlog entering the quarter.

Cost of revenues. At $487.7 million, first quarter of fiscal 2025 cost of revenues decreased by $53.2 million, or 9.8% compared to the corresponding period a year ago primarily due to lower revenues. First quarter of fiscal 2025 gross margin was 29.8%, compared to 28.2% in the corresponding period a year ago. Excluding fair value charges to inventories acquired through acquisitions of $1.0 million, gross margin in the first quarter of fiscal 2025 was 29.9%, 168 basis points higher than the prior year primarily on account of improved program mix compared to the prior period.

Selling, general and administrative expenses. SG&A expenses for the first quarter of fiscal 2025 were $135.3 million and included $17.6 million of costs related to the amortization of identifiable intangible assets on business acquisitions, and $1.3 million of incremental costs related to the Company's acquisition activity. Excluding these items, SG&A expenses were $116.4 million in the first quarter of

fiscal 2025. Comparably, SG&A expenses for the first quarter of fiscal 2024 were $105.0 million, which excluded $18.6 million of costs related to the amortization of identifiable intangible assets on business acquisitions, and $0.1 million of incremental costs related to the Company’s acquisition activity. Higher SG&A expenses in the first quarter of fiscal 2025 primarily reflected incremental SG&A expenses from acquired companies of $9.3 million, primarily from Avidity, in addition to increased employee costs.

Stock-based compensation. Stock-based compensation expense of $3.7 million in the first quarter of fiscal 2025 included a $1.3 million recovery of revaluation expenses from the deferred share units and restricted share units resulting from the change in the market price of the Company's common shares between periods ("stock-based compensation revaluation expenses"). Comparably, stock-based compensation expense was $10.0 million in the corresponding period a year ago, which included $4.4 million of revaluation expenses.

Earnings and adjusted earnings from operations

(in millions of dollars)

	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Earnings from operations	$	67.6	$	79.0
Amortization of acquisition-related intangible assets	17.6		18.6
Acquisition-related transaction costs	1.3		0.1
Acquisition-related inventory fair value charges	1.0		—
Mark to market portion of stock-based compensation	(1.3)		4.4
Adjusted earnings from operations1	$	86.2	$	102.1

1Non-IFRS financial measure - See "Non-IFRS and Other Financial Measures."

Fiscal 2025 first quarter earnings from operations were $67.6 million (9.7% operating margin) compared to $79.0 million (10.5% operating margin) in the first quarter a year ago. Operating margin is a supplementary financial measure - see "Non-IFRS and Other Financial Measures". Fiscal 2025 first quarter earnings from operations included $1.0 million of acquisition-related fair value adjustments to acquired inventories recorded in cost of revenues, $17.6 million related to amortization of acquisition-related intangible assets, and $1.3 million of incremental costs for the Company's acquisition activity recorded to SG&A expenses, as well as a $1.3 million recovery of stock-based compensation expenses due to revaluation. First quarter of fiscal 2024 earnings from operations included $18.6 million of amortization of acquisition-related intangible assets, and $0.1 million of incremental costs for acquisition activity recorded in SG&A expenses, as well as $4.4 million of stock-based compensation revaluation expenses.

Excluding these items in both quarters, adjusted earnings from operations were $86.2 million (12.4% margin), compared to $102.1 million (13.5% margin) a year ago. First quarter fiscal 2025 adjusted earnings from operations reflected lower revenues and higher SG&A expenses, partially offset by higher margins.

Net finance costs. Net finance costs were $19.5 million in the first quarter of fiscal 2025, compared to $16.9 million a year ago. Higher net finance costs were a result of increased borrowings.

Income tax provision. For the three months ended June 30, 2024, the Company’s effective income tax rate was 26.5%.

Net Income. Net income for the first quarter of fiscal 2025 was $35.3 million (36 cents per share basic), compared to $47.7 million (50 cents per share basic) for the first quarter of fiscal 2024. The decrease

primarily reflected lower revenues and higher SG&A, partially offset by increased margins and lower stock-based compensation expenses. Adjusted basic earnings per share were 50 cents compared to 69 cents in the first quarter of fiscal 2024 (see “Reconciliation of Non-IFRS Measures to IFRS Measures”).

Other Non-IFRS Measures of Performance

(In millions of dollars)

	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Earnings from operations	$	67.6	$	79.0
Depreciation and amortization	37.4		35.7
EBITDA1	$	105.0	$	114.7
Acquisition-related transaction costs	1.3		0.1
Acquisition-related inventory fair value charges	1.0		—
Mark to market portion of stock-based compensation	(1.3)		4.4
Adjusted EBITDA1	$	106.0	$	119.2

1Non-IFRS financial measure - See "Non-IFRS and Other Financial Measures"

Depreciation and amortization expense was $37.4 million in the first quarter of fiscal 2025, compared to $35.7 million a year ago.

EBITDA was $105.0 million (15.1% EBITDA margin) in the first quarter of fiscal 2025 compared to $114.7 million (15.2% EBITDA margin) in the first quarter of fiscal 2024. EBITDA for the first quarter of fiscal 2025 included $1.3 million of incremental costs related to acquisition activity, $1.0 million of acquisition-related fair value adjustments to acquired inventories, and a $1.3 million recovery of stock-based compensation expenses due to revaluation. EBITDA for the corresponding period in the prior year included $0.1 million of incremental costs related to acquisition activity, and $4.4 million of stock-based compensation revaluation expenses. Excluding these costs, adjusted EBITDA was $106.0 million (15.3% adjusted EBITDA margin), compared to $119.2 million (15.8% adjusted EBITDA margin) for the corresponding period in the prior year. Lower adjusted EBITDA reflected lower revenues and increased SG&A expenses, partially offset by increased margins. EBITDA and adjusted EBITDA are non-IFRS financial measure - see “Non-IFRS and Other Financial Measures.”

SHARE DATA

During the first three months of fiscal 2025, 1,755 stock options were exercised. At August 8, 2024, the total number of common shares outstanding was 97,926,161. There were also 1,053,319 stock options outstanding to acquire common shares of the Company and 966,322 restricted share units outstanding that may be settled in ATS common shares where deemed advisable by the Company, as an alternative to cash payments. A portion of the restricted share units are subject to the performance vesting conditions of the plan.

In fiscal 2023, a trust was created for the purpose of purchasing common shares of the Company on the stock market. The common shares are being held in trust and may be used to settle some or all of the fiscal 2023, 2024 and 2025 restricted share unit grants when such restricted share unit grants are fully vested. During the three months ended June 30, 2024, nil common shares were purchased. Subsequent to June 30, 2024, 322,165 shares were purchased for $14.7 million and placed in the trust. The trust is included in the Company's interim condensed consolidated financial statements with the value of the acquired common shares presented as a reduction of share capital.

NORMAL COURSE ISSUER BID

On December 13, 2023, the Company announced that the TSX had accepted a notice filed by the Company of its intention to make a normal course issuer bid (“NCIB”). Under the NCIB, ATS may purchase for cancellation up to a maximum of 8,044,818 common shares during the 12-month period ending December 14, 2024.

During the three months ended June 30, 2024, the Company purchased 1,020,887 common shares for $45.9 million, including applicable taxes, under the NCIB.

Some purchases under the NCIB may be made pursuant to an automatic share purchase plan between ATS and its broker. This plan enables the purchase of common shares when ATS would not ordinarily be active in the market due to internal trading blackout periods, insider trading rules, or otherwise. ATS security holders may obtain a copy of the notice, without charge, upon request from the Secretary of the Company. The NCIB program is viewed by the Company as one component of an overall capital structure strategy and complementary to its acquisition growth plans.

INVESTMENTS, LIQUIDITY, CASH FLOW AND FINANCIAL RESOURCES

Liquidity, Cash Flow and Financial Resources

(In millions of dollars, except ratios)

As at	June 30, 2024		March 31, 2024
Cash and cash equivalents	$	185.1	$	170.2
Debt-to-equity ratio1	0.88:1		0.79:1

1Debt is calculated as bank indebtedness, long-term debt and lease liabilities. Equity is calculated as total equity less accumulated other comprehensive income.

	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Cash, beginning of period	$	170.2	$	159.9
Total cash provided by (used in):
Operating activities	(35.4)		(107.8)
Investing activities	(15.4)		(20.3)
Financing activities	65.2		92.4
Net foreign exchange difference	0.5		(0.7)
Cash, end of period	$	185.1	$	123.5

In the first quarter of fiscal 2025, cash flows used in operating activities were $35.4 million compared to $107.8 million used in operating activities in the corresponding period a year ago. The increase in cash flow from operations primarily related to the timing of investments in non-cash working capital in certain customer programs.

In the first quarter of fiscal 2025, the Company’s investment in non-cash working capital increased by $106.9 million from March 31, 2024. Accounts receivable increased by 20.6%, or $96.9 million, while net contracts in progress decreased 8.0%, or $31.5 million, compared to March 31, 2024, primarily due to the timing of billings on certain customer contracts. The Company actively manages its accounts receivable, contract asset and contract liability balances through billing terms on long-term contracts and collection efforts. Inventories increased 3.0%, or $8.8 million, primarily due to specific customer program requirements. Deposits and prepaid assets increased 7.1% or $7.0 million compared to March

31, 2024, due primarily to the timing of prepaid insurance billing. Accounts payable and accrued liabilities decreased 2.8% or $17.1 million compared to March 31, 2024 due to timing of supplier billings and payments. Provisions decreased 17.2% or $6.2 million compared to March 31, 2024 primarily due to payments associated with the reorganization actions completed in fiscal 2024.

The free cash flow of the Company for the three months ended June 30, 2024 was an outflow of $51.3 million, compared to an outflow of $130.8 million a year ago primarily due to decreased investments in non-cash working capital. The Company has a multi-year free cash flow target of 100% of net income. Free cash flow is a non-IFRS financial measure - see “Non-IFRS and Other Financial Measures”.

Non-cash working capital as a percentage of revenue was 23.4% at June 30, 2024 compared to 19.0% at March 31, 2024. Non-cash working capital as a percentage of revenue is a non-IFRS ratio - see "Non-IFRS and Other Financial Measures".

Cash investments in property, plant and equipment totalled $7.1 million in the first three months of fiscal 2025, primarily related to the improvement of certain manufacturing facilities and computer hardware purchases. Intangible asset expenditures were $8.8 million in the first three months of fiscal 2025, primarily related to computer software and various internal development projects. Capital expenditures for fiscal 2025 for tangible assets and intangible assets are expected to be in the $70 million to $90 million range and reflect the plan to add capacity to support growth while continuing to invest in innovation. This investment is based on the needs of the business and timing of projects, and management continues to build flexibility into plans for the balance of the year.

At June 30, 2024, the Company had $330.0 million of unutilized multipurpose credit, including letters of credit, available under existing credit facilities and an additional $280.5 million available under letter of credit facilities.

On October 5, 2023, the Company amended its senior secured credit facility (the "Credit Facility") to extend the term loan maturity to match the maturity of the revolving line of credit. The Credit Facility consists of (i) a $750.0 million secured committed revolving line of credit and (ii) a fully drawn $300.0 million non-amortized secured term credit facility; both maturing on November 4, 2026. The Credit Facility is secured by the Company’s assets, including a pledge of shares of certain of the Company’s subsidiaries. Certain of the Company’s subsidiaries also provide guarantees under the Credit Facility. At June 30, 2024, the Company had utilized $817.0 million under the Credit Facility, of which $817.0 million was classified as long-term debt (March 31, 2024 - $704.0 million) and $0.0 million by way of letters of credit (March 31, 2024 - $0.0 million).

The Credit Facility is available in Canadian dollars by way of prime rate advances, Term CORRA advances and/or Daily Compounded CORRA advances, in U.S. dollars by way of base rate advances and/or Term SOFR advances, in Euros by way of EURIBOR advances, in British pounds sterling by way of Daily Simple SONIA advances, and by way of letters of credit for certain purposes. The interest rates applicable to the Credit Facility are determined based on a net debt-to-EBITDA ratio as defined in the Credit Facility. For prime rate advances and base rate advances, the interest rate is equal to the Agent's prime rate or the Agent's U.S. dollar base rate in Canada, respectively, plus a margin ranging from 0.45% to 2.00%. For Term CORRA advances, Daily Compounded CORRA advances, Term SOFR advances, EURIBOR advances and Daily Simple SONIA advances, the interest rate is equal to the Term CORRA rate, the Daily Compounded CORRA rate, the Term SOFR rate, the EURIBOR rate or the Daily Simple SONIA rate, respectively, plus a margin that varies from 1.45% to 3.00%. The Company pays a fee for usage of financial letters of credit that ranges from 1.45% to 3.00%, and a fee for usage of non-financial letters of credit that ranges from 0.97% to 2.00%. The Company pays a standby fee on the unadvanced portions of the amounts available for advance or drawdown under the Credit Facility at rates ranging from 0.29% to 0.60%. The Company's Credit Facility is subject to changes in market interest rates.

Changes in economic conditions outside of the Company's control could result in higher interest rates, thereby increasing its interest expense. The Company uses a variable for fixed interest rate swap to hedge a portion of its Credit Facility (see "Risk Management").

The Credit Facility is subject to financial covenants including a net debt-to-EBITDA test and an interest coverage test. Under the terms of the Credit Facility, the Company is restricted from encumbering any assets with certain permitted exceptions. At June 30, 2024, all of the covenants were met.

The Company has additional credit facilities available of $108.6 million (40.6 million Euros, U.S $24.0 million, 120.0 million Thai Baht, 5.0 million GBP, 5.0 million CNY, $0.2 million AUD and $2.1 million CAD). The total amount outstanding on these facilities as at June 30, 2024 was $11.7 million, of which $9.5 million was classified as bank indebtedness (March 31, 2024 - $4.1 million), $2.2 million was classified as long-term debt (March 31, 2024 - $2.3 million) and $nil by way of letters of credit (March 31, 2024 - $0.4 million). The interest rates applicable to the credit facilities range from 0.03% to 8.45% per annum. A portion of the long-term debt is secured by certain assets of the Company.

The Company’s U.S. $350.0 million aggregate principal amount of senior notes (“the Senior Notes”) were issued at par, bear interest at a rate of 4.125% per annum and mature on December 15, 2028. After December 15, 2023, the Company may redeem the Senior Notes, in whole at any time or in part from time to time, at specified redemption prices and subject to certain conditions required by the Senior Notes. If the Company experiences a change of control, the Company may be required to repurchase the Senior Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The Senior Notes contain customary covenants that restrict, subject to certain exceptions and thresholds, some of the activities of the Company and its subsidiaries, including the Company’s ability to dispose of assets, incur additional debt, pay dividends, create liens, make investments, and engage in specified transactions with affiliates. At June 30, 2024, all of the covenants were met. Subject to certain exceptions, the Senior Notes are guaranteed by each of the subsidiaries of the Company that is a borrower or has guaranteed obligations under the Credit Facility. Transaction fees of $8,100 were deferred and are being amortized over the term of the Senior Notes. The Company uses a cross-currency interest rate swap instrument to hedge a portion of its U.S.-dollar-denominated Senior Notes (see "Risk Management").

Contractual Obligations

(In millions of dollars)

The Company’s contractual obligations are as follows as at June 30, 2024:

	Payments Due by Period
	Total		<1 Year		1-2 Years		2-3 Years		3-4 Years		4-5 Years		>5 Years
Bank indebtedness	$	9.5	$	9.5	$	—	$	—	$	—	$	—	$	—
Long-term debt obligations1	1,387.7		20.0		20.1		837.0		20.0		489.0		1.6
Lease liability obligations1	130.7		30.6		26.5		21.2		13.0		10.9		28.5
Purchase obligations	350.2		337.3		11.1		0.9		0.6		0.1		0.2
Accounts payable and accrued liabilities	587.4		587.4		—		—		—		—		—
Total	$	2,465.5	$	984.8	$	57.7	$	859.1	$	33.6	$	500.0	$	30.3

1Long-term debt obligations and lease liability obligations include principal and interest.

The Company’s off-balance sheet arrangements consist of purchase obligations, primarily commitments for material purchases, which have been entered into in the normal course of business.

In accordance with industry practice, the Company is liable to customers for obligations relating to contract completion and timely delivery. In the normal conduct of its operations, the Company may provide letters of credit as security for advances received from customers pending delivery and contract performance. In addition, the Company provides letters of credit for post-retirement obligations and may provide letters of credit as security on equipment under lease and on order. As at June 30, 2024, the total value of outstanding letters of credit was approximately $184.9 million (March 31, 2024 - $171.1 million).

In the normal course of operations, the Company is party to a number of lawsuits, claims and contingencies. Although it is possible that liabilities may be incurred in instances for which no accruals have been made, the Company does not believe that the ultimate outcome of these matters will have a material impact on its interim condensed consolidated statement of financial position.

The Company is exposed to credit risk on derivative financial instruments arising from the potential for counterparties to default on their contractual obligations to the Company. The Company minimizes this risk by limiting counterparties to major financial institutions and monitoring their credit worthiness. The Company’s credit exposure to forward foreign exchange contracts is the current replacement value of contracts that are in a gain position. The Company is also exposed to credit risk from its customers. Substantially all of the Company’s trade accounts receivable are due from customers in a variety of industries and, as such, are subject to normal credit risks from their respective industries. The Company regularly monitors customers for changes in credit risk. The Company does not believe that any single market or geographic region represents significant credit risk. Credit risk concentration, with respect to trade receivables, is mitigated as the Company primarily serves large, multinational customers and obtains receivables insurance in certain instances.

FINANCIAL INSTRUMENTS

The Company has various financial instruments including cash and cash equivalents, trade accounts receivable, bank indebtedness, trade accounts payable and accrued liabilities and long-term debt which are used in the normal course of business to maintain operations. The Company uses derivative financial instruments to help manage and mitigate various risks that the business faces.

RISK MANAGEMENT

An interest rate risk exists with financial instruments held by the Company, which is the risk that the fair value of future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates. The Company manages interest rate risk on a portfolio basis and seeks financing terms in individual arrangements that are most advantageous taking into account all relevant factors.

The Company uses a variable for fixed interest rate swap as a derivative financial instrument to hedge a portion of its interest rate risk. Effective November 4, 2022, the Company entered into a variable for fixed interest rate swap instrument to swap the variable interest rate on its $300.0 million non-amortized secured credit facility to a fixed 4.241% interest rate. The terms of the hedging instrument will end on November 4, 2024. Effective November 21, 2023, the Company entered into a variable for fixed interest rate swap instrument to swap the variable interest rate on its $300.0 million non-amortized secured credit facility to a fixed 4.044% interest rate for the period November 4, 2024 to November 4, 2026.

A credit risk exists with financial instruments held by the Company, which is the risk of financial loss if a counterparty to a financial instrument fails to meet its contractual obligations. The Company attempts to mitigate this risk by following policies and procedures surrounding accepting work with

new customers, and performing work for a large variety of multinational customers in diversified industries.

There is a liquidity risk, which is the risk that the Company may encounter difficulties in meeting obligations associated with some financial instruments. This is managed by ensuring, to the extent possible, that the Company will have sufficient liquidity to meet its liabilities when they become due.

FOREIGN EXCHANGE RISK

The Company is exposed to foreign exchange risk as a result of transactions in currencies other than its functional currency of the Canadian dollar, through borrowings in currencies other than its functional currency and through its investments in its foreign-based subsidiaries.

The Company’s Canadian operations generate significant revenues in major foreign currencies, primarily U.S. dollars, which exceed the natural hedge provided by purchases of goods and services in those currencies. In order to manage a portion of this foreign currency exposure, the Company has entered into forward foreign exchange contracts. The timing and amount of these forward foreign exchange contract requirements are estimated based on existing customer contracts on hand or anticipated, current conditions in the Company’s markets and the Company’s past experience. Certain of the Company’s foreign subsidiaries will also enter forward foreign exchange contracts to hedge identified balance sheet, revenue and purchase exposures. The Company’s forward foreign exchange contract hedging program is intended to mitigate movements in currency rates primarily over a four- to six-month period.

The Company uses cross-currency swaps as derivative financial instruments to hedge a portion of its foreign exchange risk related to its U.S. dollar-denominated Senior Notes. On April 20, 2022, the Company entered into a cross-currency interest rate swap instrument to swap U.S. $175.0 million into Canadian dollars to hedge a portion of its foreign exchange risk related to its U.S. dollar-denominated Senior Notes. The Company will receive interest of 4.125% U.S. per annum and pay interest of 4.169% Canadian. The terms of the hedging instrument will end on December 15, 2025.

The Company manages foreign exchange risk on its Euro-denominated net investments. The Company uses a cross-currency interest rate swap as derivative financial instruments to hedge a portion of the foreign exchange risk related to its Euro-denominated net investment. On April 20, 2022, the Company entered into a cross-currency interest rate swap instrument to swap 161.1 million Euros into Canadian dollars. The Company will receive interest of 4.169% Canadian per annum and pay interest of 2.351% Euros. The terms of the hedging relationship will end on December 15, 2025.

In addition, from time to time, the Company may hedge the foreign exchange risk arising from foreign currency debt, intercompany loans, net investments in foreign-based subsidiaries and committed acquisitions through the use of forward foreign exchange contracts or other non-derivative financial instruments. The Company uses hedging as a risk management tool, not to speculate.

Period Average Exchange Rates in Canadian Dollars

	Three Months Ended
	June 30<br>2024	July 2<br>2023	% change
U.S. dollar	1.368	1.342	1.9%
Euro	1.474	1.461	0.9%

CONSOLIDATED QUARTERLY RESULTS

(In millions of dollars, except per share amounts)

	Q1 2025		Q4 2024		Q3 2024		Q2 2024		Q1 2024		Q4 2023		Q3 2023		Q2 2023
Revenues	$	694.3	$	791.5	$	752.0	$	735.7	$	753.6	$	730.8	$	647.0	$	588.9
Earnings from operations	$	67.6	$	74.8	$	78.5	$	83.0	$	79.0	$	51.9	$	56.0	$	53.0
Adjusted earnings from operations1, 4	$	86.2	$	95.9	$	101.2	$	98.3	$	102.1	$	101.9	$	86.2	$	76.1
Net income	$	35.3	$	48.5	$	47.2	$	50.7	$	47.7	$	29.6	$	29.2	$	29.5
Basic earnings per share	$	0.36	$	0.49	$	0.48	$	0.51	$	0.50	$	0.32	$	0.32	$	0.32
Diluted earnings per share	$	0.36	$	0.49	$	0.47	$	0.51	$	0.50	$	0.32	$	0.32	$	0.32
Adjusted basic earnings per share1, 4	$	0.50	$	0.65	$	0.65	$	0.63	$	0.69	$	0.73	$	0.56	$	0.51
Order Bookings2	$	817.0	$	791.0	$	668.0	$	742.0	$	690.0	$	737.0	$	979.0	$	804.0
Order Backlog3	$	1,882.0	$	1,793.0	$	1,907.0	$	2,016.0	$	2,023.0	$	2,153.0	$	2,143.0	$	1,793.0

1Non-IFRS financial measure - See “Non-IFRS and Other Financial Measures” and “Reconciliation of Non-IFRS Measures to IFRS Measures”

2Supplementary financial measure - See “Non-IFRS and Other Financial Measures” and “Order Bookings by Quarter”

3Supplementary financial measure - See “Non-IFRS and Other Financial Measures” and “Order Backlog Continuity”

4The composition of these Non-IFRS Measures has been revised from what was previously disclosed. See "Non-IFRS and Other Financial Measures"

Interim financial results are not necessarily indicative of annual or longer-term results because capital equipment markets served by the Company tend to be cyclical in nature. Operating performance quarter to quarter is also affected by the timing of revenue recognition on large programs in Order Backlog, which is impacted by such factors as customer delivery schedules, the timing of receipt of third-party components, and by the timing of acquisitions. General economic trends, product life cycles and product changes may impact revenues and operating performance. ATS typically experiences some seasonality with its Order Bookings, revenues and earnings from operations, due to employee vacations, seasonality of growing seasons within the food industry and summer plant shutdowns by its customers.

RELATED PARTY TRANSACTIONS

The Company has an agreement with a shareholder, Mason Capital Management, LLC (“Mason Capital”), pursuant to which Mason Capital has agreed to provide ATS with ongoing strategic and capital markets advisory services for an annual fee of U.S. $0.5 million. As part of the agreement, Michael Martino, a member of the Company’s Board of Directors who is associated with Mason Capital, has waived any fees to which he may have otherwise been entitled for serving as a member of the Board of Directors or as a member of any committee of the Board of Directors.

There were no other significant related party transactions in the first three months of fiscal 2025.

Reconciliation of Non-IFRS Measures to IFRS Measures

(In millions of dollars, except per share data)

The following table reconciles adjusted EBITDA and EBITDA to the most directly comparable IFRS measure (net income):

	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Adjusted EBITDA	$	106.0	$	119.2
Less: acquisition-related transaction costs	1.3		0.1
Less: acquisition-related inventory fair value charges	1.0		—
Less: mark to market portion of stock-based compensation	(1.3)		4.4
EBITDA	$	105.0	$	114.7
Less: depreciation and amortization expense	37.4		35.7
Earnings from operations	$	67.6	$	79.0
Less: net finance costs	19.5		16.9
Less: provision for income taxes	12.8		14.4
Net income	$	35.3	$	47.7

The following table reconciles adjusted earnings from operations, adjusted net income, and adjusted basic earnings per share to the most directly comparable IFRS measures (net income and basic earnings per share):

	Three Months Ended June 30, 2024										Three Months Ended July 2, 2023
	Earnings from operations		Finance costs		Provision for income taxes		Net<br>income		Basic<br>EPS		Earnings from operations		Finance costs		Provision for income taxes		Net<br>income		Basic<br>EPS
Reported (IFRS)	$	67.6	$	(19.5)	$	(12.8)	$	35.3	$	0.36	$	79.0	$	(16.9)	$	(14.4)	$	47.7	$	0.50
Amortization of acquisition-<br>     related intangibles	17.6		—		—		17.6		0.18		18.6		—		—		18.6		0.20
Acquisition-related inventory <br>     fair value charges	1.0		—		—		1.0		0.01		—		—		—		—		—
Acquisition-related <br>     transaction costs	1.3		—		—		1.3		0.01		0.1		—		—		0.1		—
Mark to market portion of <br>     stock-based <br>     compensation	(1.3)		—		—		(1.3)		(0.01)		4.4		—		—		4.4		0.05
Tax effect adjustments1	—		—		(4.7)		(4.7)		(0.05)		—		—		(5.8)		(5.8)		(0.06)
Adjusted (non-IFRS)	$	86.2					$	49.2	$	0.50	$	102.1					$	65.0	$	0.69

1Adjustments to provision for income taxes relate to the income tax effects of adjustment items that are excluded for the purposes of calculating non-IFRS based adjusted net income.

The following table reconciles organic revenue to the most directly comparable IFRS measure (revenue):

	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Organic revenue	$	658.2	$	704.7
Revenues of acquired companies	29.9		15.3
Impact of foreign exchange rate changes	6.2		33.6
Total revenue	$	694.3	$	753.6
Organic revenue growth	(12.7)%

The following table reconciles non-cash working capital as a percentage of revenues to the most directly comparable IFRS measures:

As at	June 30<br>2024		March 31<br>2024
Accounts receivable	$	568.2	$	471.3
Income tax receivable	13.3		13.4
Contract assets	726.4		704.7
Inventories	304.7		295.9
Deposits, prepaids and other assets	105.2		98.2
Accounts payable and accrued liabilities	(587.4)		(604.5)
Income tax payable	(39.5)		(44.7)
Contract liabilities	(365.4)		(312.2)
Provisions	(29.8)		(36.0)
Non-cash working capital	$	695.7	$	586.1
Trailing six-month revenues annualized	$	2,971.5	$	3,087.0
Working capital %	23.4%		19.0%

The following table reconciles net debt to the most directly comparable IFRS measures:

As at	June 30<br>2024		March 31<br>2024
Cash and cash equivalents	$	185.1	$	170.2
Bank indebtedness	(9.5)		(4.1)
Current portion of lease liabilities	(28.6)		(27.6)
Current portion of long-term debt	(0.2)		(0.2)
Long-term lease liabilities	(85.7)		(83.8)
Long-term debt	(1,289.8)		(1,171.8)
Net Debt	$	(1,228.7)	$	(1,117.3)
Adjusted EBITDA (TTM)	$	457.3	$	470.6
Net Debt to Adjusted EBITDA	2.7x		2.4x

The following table reconciles free cash flow to the most directly comparable IFRS measures:

(in millions of dollars)	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Cash flows used in operating activities	$	(35.4)	$	(107.8)
Acquisition of property, plant and equipment	(7.1)		(18.6)
Acquisition of intangible assets	(8.8)		(4.4)
Free cash flow	$	(51.3)	$	(130.8)

Certain non-IFRS financial measures exclude the impact on stock-based compensation expense of the revaluation of deferred share units and restricted share units resulting specifically from the change in market price of the Company's common shares between periods. Management believes the adjustment provides further insight into the Company's performance.

The following table reconciles total stock-based compensation expense to its components:

(in millions of dollars)	Q1 2025		Q4 2024		Q3 2024		Q2 2024		Q1 2024		Q4 2023		Q3 2023		Q2 2023
Total stock-based compensation expense	$	3.7	$	(4.3)	$	4.7	$	3.5	$	10.0	$	19.3	$	9.9	$	5.3
Less: mark to market portion of stock-based <br>     compensation	(1.3)		(8.5)		(0.6)		(2.0)		4.4		15.1		5.6		1.0
Base stock-based compensation expense	$	5.0	$	4.2	$	5.3	$	5.5	$	5.6	$	4.2	$	4.3	$	4.3

CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The preparation of the Company’s interim condensed consolidated financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the end of the reporting period. Uncertainty about these estimates, judgments and assumptions could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

The Company based its assumptions on information available when the interim condensed consolidated financial statements were prepared. Existing circumstances and assumptions about future developments may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the estimates as they occur.

There have been no material changes to the critical accounting estimates described in the Company’s fiscal 2024 MD&A.

Macroeconomic environment

The Company continues to operate amidst an uncertain macroeconomic environment, including inflation, supply chain disruptions, interest rate changes, regional conflicts, and the impacts of any pandemic or epidemic outbreak or resurgence. Further increases in inflation and interest rates could affect the global and Canadian economies, which could adversely affect the Company’s business, operations and customers. ATS will continue to monitor these dynamic macroeconomic conditions to assess any potential impacts on the business, financial results, and conditions of the Company. Management will continue to monitor and assess the impact of these factors on its judgments,

estimates, accounting policies, and amounts recognized in the Company's interim condensed consolidated financial statements.

CONTROLS AND PROCEDURES

The Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) of the Company are responsible for establishing and maintaining disclosure controls and procedures and internal controls over financial reporting for the Company. The control framework used in the design of disclosure controls and procedures and internal control over financial reporting is the “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

There were no significant changes or material weaknesses in the design of the Company’s internal controls over financial reporting during the first quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Management, including the CEO and CFO, do not expect that the Company’s disclosure controls or internal controls over financial reporting will prevent or detect all errors and all fraud or will be effective under all potential future conditions. A control system is subject to inherent limitations and, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Limitation on Scope

Avidity was acquired on November 16, 2023. The Avidity earnings were consolidated from November 16, 2023. Management has not fully completed its review of internal controls over financial reporting for this newly acquired organization. Since the acquisition occurred within the 365 days of the reporting period, management has limited the scope of design and subsequent evaluation of disclosure controls and procedures and internal controls over financial reporting, as permitted pursuant to National Instrument 52-109 - Certification of Disclosure in Issuer’s Annual and Interim Filings. For the period covered by this MD&A, management has undertaken additional procedures to satisfy itself with respect to the accuracy and completeness of the acquired company's financial information. The following summary of financial information pertains to the acquisition that was included in ATS’ interim condensed consolidated financial statements for the quarter ended June 30, 2024.

(millions of dollars)
Revenue1	$26.1 million
Net income1,3	$1.5 million
Current assets2	$56.0 million
Non-current assets2	$245.1 million
Current liabilities2	$21.5 million
Non-current liabilities2	$11.7 million

1 Results from April 1, 2024 to June 30, 2024

2 Balance sheet as at June 30, 2024

3 Net income includes items excluded from management's internal analysis of results, such as amortization expense of acquisition-related intangible assets, acquisition-related fair value adjustments to acquired inventories, finance costs, and certain other adjustments.

FORWARD-LOOKING STATEMENTS

This MD&A contains certain statements that may constitute forward-looking information and forward-looking statements within the meaning of applicable Canadian and United States securities laws ("forward-looking statements"). All such statements are made pursuant to the “safe harbour” provisions

of Canadian provincial and territorial securities laws and the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts regarding possible events, conditions or results of operations that ATS believes, expects or anticipates will or may occur in the future, including, but not limited to: the value creation strategy; the Company’s strategy to expand organically and through acquisition, and the expected benefits to be derived; the ABM; disciplined acquisitions; various market opportunities for ATS; expanding in emerging markets; expectation on transportation revenues; conversion of opportunities into Order Bookings; the announcement of new Order Bookings and the anticipated timeline for delivery; potential impacts on the time to convert opportunities into Order Bookings; the Company’s Order Backlog partially mitigating the impact of variable Order Bookings; rate of Order Backlog conversion to revenue; the expected benefits where the Company engages with customers on enterprise-type solutions; the potential impact of the Company’s approach to market and timing of customer decisions on Order Bookings, performance period, and timing of revenue recognition; expected benefits with respect to the Company’s efforts to grow its product portfolio and after-sale service revenues; the ability of after-sales revenues and reoccurring revenues to provide some balance to customers’ capital expenditure cycles; initiatives in furtherance of the Company’s goal of improving its adjusted earnings from operations margin over the long term; the potential impact of supply chain disruptions; the range of reoccurring revenues as a percentage of total revenues; expectation of realization of cost and revenue synergies from integration of acquired businesses; the closing and completion of any planned acquisitions as anticipated; non-cash working capital levels as a percentage of revenues in the short-term and the long-term; reorganization activity, and its ability to improve the cost structure of the Company, and to be reallocated to growth areas, and the expected timing and cost of this reorganization activity; expectation in relation to meeting liquidity and funding requirements for investments; potential to use debt or equity financing to support strategic opportunities and growth strategy; underlying trends driving customer demand; potential impacts of variability in bookings caused by the strategic nature and size of electric vehicle programs; revenue growth in other markets and due to acquisitions to offset any reduced volumes from the electric vehicle program in fiscal 2025; expected capital expenditures for fiscal 2025; the uncertainty and potential impact on the Company’s business and operations due to the current macroeconomic environment including the impacts of any epidemic or pandemic outbreak or resurgence, inflation, supply chain disruptions, interest rate changes, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry generally, and regional conflicts; and the Company’s belief with respect to the outcome of certain lawsuits, claims and contingencies.

Forward-looking statements are inherently subject to significant known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of ATS, or developments in ATS’ business or in its industry, to differ materially from the anticipated results, performance, achievements, or developments expressed or implied by such forward-looking statements. Important risks, uncertainties, and factors that could cause actual results to differ materially from expectations expressed in the forward-looking statements include, but are not limited to: the impact of regional or global conflicts; general market performance including capital market conditions and availability and cost of credit; performance of the markets that ATS serves; industry challenges in securing the supply of labour, materials, and, in certain jurisdictions, energy sources such as natural gas; impact of inflation; interest rate changes; foreign currency and exchange risk; the relative strength of the Canadian dollar; risks related to customer concentration; risks related to a recession, slowdown, and/or sustained downturn in the economy; impact of factors such as increased pricing pressure, increased cost of energy and supplies, and delays in relation thereto, and possible margin compression; the regulatory and tax environment; the emergence of new infectious diseases or any epidemic or pandemic outbreak or resurgence, and collateral consequences thereof, including the disruption of economic activity, volatility in capital and credit markets, and legislative and regulatory responses; the effect of events involving limited liquidity, defaults, non-performance or other adverse

developments that affect financial institutions, transaction counterparties, or other companies in the financial services industry generally, or concerns or rumours about any events of these kinds or other similar risks, that have in the past and may in the future lead to market-wide liquidity problems; energy shortages and global prices increases; inability to successfully expand organically or through acquisition, due to an inability to grow expertise, personnel, and/or facilities at required rates or to identify, negotiate and conclude one or more acquisitions; or to raise, through debt or equity, or otherwise have available, required capital; that the ABM is not effective in accomplishing its goals; that ATS is unable to expand in emerging markets, or is delayed in relation thereto, due to any number of reasons, including inability to effectively execute organic or inorganic expansion plans, focus on other business priorities, or local government regulations or delays; that the timing of completion of new Order Bookings is other than as expected due to various reasons, including schedule changes or the customer exercising any right to withdraw the Order Booking or to terminate the program in whole or in part prior to its completion, thereby preventing ATS from realizing on the full benefit of the program; that some or all of the sales funnel is not converted to Order Bookings due to competitive factors or failure to meet customer needs; that the market opportunities ATS anticipates do not materialize or that ATS is unable to exploit such opportunities; failure to convert Order Backlog to revenue and/or variations in the amount of Order Backlog completed in any given quarter; timing of customer decisions related to large enterprise programs and potential for negative impact associated with any cancellations or non-performance in relation thereto; that the Company is not successful in growing its product portfolio and/or service offering or that expected benefits are not realized; that efforts to expand adjusted earnings from operations margin over long-term are unsuccessful, due to any number of reasons, including less than anticipated increase in after-sales service revenues or reduced margins attached to those revenues, inability to achieve lower costs through supply chain management, failure to develop, adopt internally, or have customers adopt, standardized platforms and technologies, inability to maintain current cost structure if revenues were to grow, and failure of ABM to impact margins; that after-sales or reoccurring revenues do not provide the expected balance to customers’ expenditure cycles; that reoccurring revenues are not in the expected range; that planned acquisitions are not closed as anticipated or at all; that acquisitions made are not integrated as quickly or effectively as planned or expected and, as a result, anticipated benefits and synergies are not realized; non-cash working capital as a percentage of revenues operating at a level other than as expected due to reasons, including, the timing and nature of Order Bookings, the timing of payment milestones and payment terms in customer contracts, and delays in customer programs; that planned reorganization activity does not succeed in improving the cost structure of the Company or that the investment is not reallocated to growth areas, or is not completed at the cost or within the timelines expected, or at all; underlying trends driving customer demand will not materialize or have the impact expected; that capital expenditure targets are increased in the future or the Company experiences cost increases in relation thereto; risk that the ultimate outcome of lawsuits, claims, and contingencies give rise to material liabilities for which no provisions have been recorded; the consequence of activist initiatives on the business performance, results, or share price of the Company; the impact of analyst reports on price and trading volume of ATS’ shares; and other risks and uncertainties detailed from time to time in ATS' filings with securities regulators, including, without limitation, the risk factors described in ATS’ annual information form for the fiscal year ended March 31, 2024, which are available on the SEDAR+ at www.sedarplus.com and on the U.S. Securities Exchange Commission’s EDGAR at www.sec.gov. ATS has attempted to identify important factors that could cause actual results to materially differ from current expectations, however, there may be other factors that cause actual results to differ materially from such expectations.

Forward-looking statements are necessarily based on a number of estimates, factors, and assumptions regarding, among others, management's current plans, estimates, projections, beliefs and opinions, the future performance and results of the Company’s business and operations; the ability of ATS to execute on its business objectives; the effectiveness of ABM in accomplishing its goals; the ability to

successfully implement margin expansion initiative; the anticipated growth in the life sciences, transportation, food & beverage, consumer products, and energy markets; ongoing cost inflationary pressures and the Company’s ability to respond to such inflationary pressures; the effects of foreign currency exchange rate fluctuations on our operations; the Company’s competitive position in the industry; the Company’s ability to adapt and develop solutions that keep pace with continuing changes in technology and customer needs; the ability to seek out, enter into and successfully integrate acquisitions; and general economic and political conditions, and global events, including any epidemic or pandemic outbreak or resurgence.

Forward-looking statements included in this MD&A are only provided to understand management’s current expectations relating to future periods and, as such, are not appropriate for any other purpose. Although ATS believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and ATS cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. ATS does not undertake any obligation to update forward-looking statements contained herein other than as required by law.

NON-IFRS AND OTHER FINANCIAL MEASURES

Throughout this document, management uses certain non-IFRS financial measures, non-IFRS ratios and supplementary financial measures to evaluate the performance of the Company.

The terms “EBITDA”, "organic revenue", “adjusted net income”, “adjusted earnings from operations”, “adjusted EBITDA”, “adjusted basic earnings per share”, and “free cash flow”, are non-IFRS financial measures, “EBITDA margin”, “adjusted earnings from operations margin”, “adjusted EBITDA margin”, "organic revenue growth", “non-cash working capital as a percentage of revenues”, and “net debt to adjusted EBITDA” are non-IFRS ratios, and "operating margin", “Order Bookings”, "organic Order Bookings", "organic Order Bookings growth", “Order Backlog”, and “book-to-bill ratio” are supplementary financial measures, all of which do not have any standardized meaning prescribed within IFRS and therefore may not be comparable to similar measures presented by other companies. Such measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. In addition, management uses “earnings from operations”, which is an additional IFRS measure, to evaluate the performance of the Company. Earnings from operations is presented on the Company’s consolidated statements of income as net income excluding income tax expense and net finance costs. Operating margin is an expression of the Company’s earnings from operations as a percentage of revenues. EBITDA is defined as earnings from operations excluding depreciation and amortization. EBITDA margin is an expression of the Company’s EBITDA as a percentage of revenues. Organic revenue is defined as revenues in the stated period excluding revenues from acquired companies for which the acquired company was not a part of the consolidated group in the comparable period. Organic revenue growth compares the stated period organic revenue with the reported revenue of the comparable prior period. Adjusted earnings from operations is defined as earnings from operations before items excluded from management’s internal analysis of operating results, such as amortization expense of acquisition-related intangible assets, acquisition-related transaction and integration costs, restructuring charges, the mark-to-market adjustment on stock-based compensation and certain other adjustments which would be non-recurring in nature (“adjustment items”). Adjusted earnings from operations margin is an expression of the Company’s adjusted earnings from operations as a percentage of revenues. Adjusted EBITDA is defined as adjusted earnings from operations excluding depreciation and amortization. Adjusted EBITDA margin is an expression of the entity’s adjusted EBITDA as a percentage of revenues. Adjusted basic earnings per share is defined as adjusted net income on a basic per share basis, where adjusted net income is defined as adjusted earnings from operations less net finance costs and income tax expense, plus tax effects of adjustment items and

adjusted for other significant items of a non-recurring nature. Non-cash working capital as a percentage of revenues is defined as the sum of accounts receivable, contract assets, inventories, deposits, prepaids and other assets, less accounts payable, accrued liabilities, provisions and contract liabilities divided by the trailing two fiscal quarter revenues annualized. Free cash flow is defined as cash provided by operating activities less property, plant and equipment and intangible asset expenditures. Net debt to adjusted EBITDA is the ratio of the net debt of the Company (cash and cash equivalents less bank indebtedness, long-term debt, and lease liabilities) to adjusted EBITDA. Order Bookings represent new orders for the supply of automation systems, services and products that management believes are firm. Organic Order Bookings are defined as Order Bookings in the stated period excluding Order Bookings from acquired companies for which the acquired company was not a part of the consolidated group in the comparable period. Organic Order Bookings growth compares the stated period organic Order Bookings with the reported Order Bookings of the comparable prior period. Order Backlog is the estimated unearned portion of revenues on customer contracts that are in process and have not been completed at the specified date. Book to bill ratio is a measure of Order Bookings compared to revenue.

Following amendments to ATS’ Restricted Share Unit ("RSU") Plan in 2022 to provide the Company with the option for settlement in shares purchased in the open market and the creation of the employee benefit trust to facilitate such settlement, ATS began to account for equity-settled RSUs using the equity method of accounting. However, prior RSU grants which will be cash-settled and deferred share unit ("DSU") grants which will be cash-settled are accounted for as described in the Company's annual consolidated financial statements and have volatility period over period based on the fluctuating price of ATS’ common shares. Certain non-IFRS financial measures (EBITDA, adjusted EBITDA, net debt to adjusted EBITDA, adjusted earnings from operations and adjusted basic earnings per share) exclude the impact on stock-based compensation expense of the revaluation of DSUs and RSUs resulting specifically from the change in market price of the Company's common shares between periods. Management believes that this adjustment provides insight into the Company's performance, as share price volatility drives variability in the Company's stock-based compensation expense.

Operating margin, adjusted earnings from operations, EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin are used by the Company to evaluate the performance of its operations. Management believes that earnings from operations is an important indicator in measuring the performance of the Company’s operations on a pre-tax basis and without consideration as to how the Company finances its operations. Management believes that organic revenue and organic revenue growth, when considered with IFRS measures, allow the Company to better measure the Company's performance and evaluate long-term performance trends. Organic revenue growth also facilitates easier comparisons of the Company's performance with prior and future periods and relative comparisons to its peers. Management believes that EBITDA and adjusted EBITDA are important indicators of the Company’s ability to generate operating cash flows to fund continued investment in its operations. Management believes that adjusted earnings from operations, adjusted earnings from operations margin, adjusted EBITDA, adjusted net income and adjusted basic earnings per share are important measures to increase comparability of performance between periods. The adjustment items used by management to arrive at these metrics are not considered to be indicative of the business’ ongoing operating performance. Management uses the measure “non-cash working capital as a percentage of revenues” to assess overall liquidity. Free cash flow is used by the Company to measure cash flow from operations after investment in property, plant and equipment and intangible assets. Management uses net debt to adjusted EBITDA as a measurement of leverage of the Company. Order Bookings provide an indication of the Company’s ability to secure new orders for work during a specified period, while Order Backlog provides a measure of the value of Order Bookings that have not been completed at a specified point in time. Both Order Bookings and Order Backlog are indicators of future revenues that the Company expects to generate based on contracts that management believes

to be firm. Organic Order Bookings and organic Order Bookings growth allow the Company to better measure the Company's performance and evaluate long-term performance trends. Organic Order Bookings growth also facilitates easier comparisons of the Company's performance with prior and future periods and relative comparisons to its peers. Book to bill ratio is used to measure the Company’s ability and timeliness to convert Order Bookings into revenues. Management believes that ATS shareholders and potential investors in ATS use these additional IFRS measures and non-IFRS financial measures in making investment decisions and measuring operational results.

A reconciliation of (i) adjusted EBITDA and EBITDA to net income, (ii) adjusted earnings from operations to net income, (iii) adjusted net income to net income, (iv) adjusted basic earnings per share to basic earnings per share (v) free cash flow to its IFRS measure components and (vi) organic revenue to revenue, in each case for the three months ended June 30, 2024 and July 2, 2023, is contained in this MD&A (see “Reconciliation of Non-IFRS Measures to IFRS Measures”). This MD&A also contains a reconciliation of (i) non-cash working capital as a percentage of revenues and (ii) net debt to their IFRS measure components, in each case at both June 30, 2024 and March 31, 2024 (see “Reconciliation of Non-IFRS Measures to IFRS Measures”). A reconciliation of Order Bookings and Order Backlog to total Company revenues for the three months ended June 30, 2024 and July 2, 2023 is also contained in this MD&A (see “Order Backlog Continuity”).

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Document

Exhibit 99.2

ATS CORPORATION

Interim Condensed Consolidated Financial Statements

For the period ended June 30, 2024

(Unaudited)

ATS CORPORATION

Interim Condensed Consolidated Statements of Financial Position

(in thousands of Canadian dollars - unaudited)

As at	Note	June 30<br>2024		March 31<br>2024
ASSETS	11
Current assets
Cash and cash equivalents		$	185,086	$	170,177
Accounts receivable	17	568,205		471,345
Income tax receivable		13,278		13,428
Contract assets	17	726,427		704,703
Inventories	5	304,738		295,880
Deposits, prepaids and other assets	6	105,155		98,161
		1,902,889		1,753,694
Non-current assets
Property, plant and equipment		297,428		296,977
Right-of-use assets	7	108,044		105,661
Other assets	8	17,841		18,416
Goodwill		1,236,540		1,228,600
Intangible assets		671,665		679,547
Deferred income tax assets	13	7,875		5,904
		2,339,393		2,335,105
Total assets		$	4,242,282	$	4,088,799
LIABILITIES AND EQUITY
Current liabilities
Bank indebtedness	11	$	9,470	$	4,060
Accounts payable and accrued liabilities		587,442		604,488
Income tax payable		39,458		44,732
Contract liabilities	17	365,359		312,204
Provisions	10	29,755		35,978
Current portion of lease liabilities	7	28,568		27,571
Current portion of long-term debt	11	173		176
		1,060,225		1,029,209
Non-current liabilities
Employee benefits		24,915		24,585
Long-term lease liabilities	7	85,741		83,808
Long-term debt	11	1,289,758		1,171,796
Deferred income tax liabilities	13	78,582		81,353
Other long-term liabilities	8	15,506		14,101
		1,494,502		1,375,643
Total liabilities		$	2,554,727	$	2,404,852
Commitments and contingencies	11, 15
EQUITY
Share capital	12	$	856,145	$	865,897
Contributed surplus		29,503		26,119
Accumulated other comprehensive income		74,650		64,155
Retained earnings		723,725		724,495
Equity attributable to shareholders		1,684,023		1,680,666
Non-controlling interests		3,532		3,281
Total equity		1,687,555		1,683,947
Total liabilities and equity		$	4,242,282	$	4,088,799

See accompanying notes to the interim condensed consolidated financial statements.

ATS CORPORATION

Interim Condensed Consolidated Statements of Income

(in thousands of Canadian dollars, except per share amounts - unaudited)

For the three months ended	Note	June 30<br>2024		July 2<br>2023
Revenues	16, 17	$	694,270	$	753,649
Operating costs and expenses
Cost of revenues		487,623		540,925
Selling, general and administrative		135,331		123,684
Stock-based compensation	14	3,723		9,990
Earnings from operations		67,593		79,050
Net finance costs	18	19,518		16,946
Income before income taxes		48,075		62,104
Income tax expense	13	12,748		14,380
Net income		$	35,327	$	47,724
Attributable to
Shareholders		$	35,282	$	47,563
Non-controlling interests		45		161
		$	35,327	$	47,724
Earnings per share attributable to shareholders
Basic and diluted	19	$	0.36	$	0.50

See accompanying notes to the interim condensed consolidated financial statements.

ATS CORPORATION

Interim Condensed Consolidated Statements of Comprehensive Income

(in thousands of Canadian dollars - unaudited)

For the three months ended	June 30<br>2024		July 2<br>2023
Net income	$	35,327	$	47,724
Other comprehensive income (loss):
Items to be reclassified subsequently to net income:
Currency translation adjustment (net of income taxes of $nil)	11,393		(20,227)
Net unrealized gain (loss) on derivative financial instruments designated as cash flow hedges	(1,363)		5,584
Tax impact	344		(1,399)
Loss transferred to net income for derivatives designated as cash flow hedges	27		2,487
Tax impact	(10)		(622)
Cross-currency interest rate swap adjustment	1,315		(4,316)
Tax impact	(329)		1,079
Variable for fixed interest rate swap adjustment	(901)		3,809
Tax impact	225		(952)
Other comprehensive income (loss)	10,701		(14,557)
Comprehensive income	$	46,028	$	33,167
Attributable to
Shareholders	$	45,777	$	33,276
Non-controlling interests	251		(109)
	$	46,028	$	33,167

See accompanying notes to the interim condensed consolidated financial statements.

ATS CORPORATION

Interim Condensed Consolidated Statements of Changes in Equity

(in thousands of Canadian dollars - unaudited)

Three months ended June 30, 2024
	Share capital		Contributed surplus		Retained earnings		Currency translation adjustments		Cash flow hedge reserve		Total accumulated other comprehensive income		Non-controlling interests		Total equity
Balance, as at March 31, 2024	$	865,897	$	26,119	$	724,495	$	48,635	$	15,520	$	64,155	$	3,281	$	1,683,947
Net income	—		—		35,282		—		—		—		45		35,327
Other comprehensive income (loss)	—		—		—		11,187		(692)		10,495		206		10,701
Total comprehensive income (loss)	—		—		35,282		11,187		(692)		10,495		251		46,028
Stock-based compensation	—		3,403		—		—		—		—		—		3,403
Exercise of stock options	79		(19)		—		—		—		—		—		60
Repurchase of common shares (note 12)	(9,831)		—		(36,052)		—		—		—		—		(45,883)
Balance, as at June 30, 2024	$	856,145	$	29,503	$	723,725	$	59,822	$	14,828	$	74,650	$	3,532	$	1,687,555
Three months ended July 2, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Share capital		Contributed surplus		Retained earnings		Currency translation adjustments		Cash flow hedge reserve		Total accumulated other comprehensive income		Non-controlling interests		Total equity
Balance, as at March 31, 2023	$	520,633	$	15,468	$	530,707	$	51,206	$	8,834	$	60,040	$	3,735	$	1,130,583
Net income	—		—		47,563		—		—		—		161		47,724
Other comprehensive income (loss)	—		—		—		(19,957)		5,670		(14,287)		(270)		(14,557)
Total comprehensive income (loss)	—		—		47,563		(19,957)		5,670		(14,287)		(109)		33,167
Stock-based compensation	—		1,997		—		—		—		—		—		1,997
Exercise of stock options	1,220		(270)		—		—		—		—		—		950
U.S. initial public offering (note 12)	362,757		—		—		—		—		—		—		362,757
Balance, as at July 2, 2023	$	884,610	$	17,195	$	578,270	$	31,249	$	14,504	$	45,753	$	3,626	$	1,529,454

See accompanying notes to the interim condensed consolidated financial statements.

ATS CORPORATION

Interim Condensed Consolidated Statements of Cash Flows

(in thousands of Canadian dollars - unaudited)

For the three months ended	Note	June 30<br>2024		July 2<br>2023
Operating activities
Net income		$	35,327	$	47,724
Items not involving cash
Depreciation of property, plant and equipment		7,771		6,792
Amortization of right-of-use assets	7	8,082		7,117
Amortization of intangible assets		21,589		21,729
Deferred income taxes	13	(4,896)		(10,010)
Other items not involving cash		200		1,309
Stock-based compensation	14	3,403		1,997
Change in non-cash operating working capital	20	(106,874)		(184,454)
Cash flows used in operating activities		$	(35,398)	$	(107,796)
Investing activities
Acquisition of property, plant and equipment		$	(7,106)	$	(18,566)
Acquisition of intangible assets		(8,809)		(4,409)
Business acquisitions, net of cash acquired	4	—		(5,148)
Proceeds from disposal of property, plant and equipment		517		7,858
Cash flows used in investing activities		$	(15,398)	$	(20,265)
Financing activities
Bank indebtedness		$	5,399	$	(2,484)
Repayment of long-term debt		(6,993)		(445,922)
Proceeds from long-term debt		118,664		184,095
Proceeds from exercise of stock options		60		950
Proceeds from U.S. initial public offering, <br>    net of issuance fees	12	—		362,757
Repurchase of common shares	12	(44,983)		—
Principal lease payments		(6,950)		(7,021)
Cash flows provided by financing activities		$	65,197	$	92,375
Effect of exchange rate changes on cash and cash equivalents		508		(661)
Increase (decrease) in cash and cash equivalents		14,909		(36,347)
Cash and cash equivalents, beginning of period		170,177		159,867
Cash and cash equivalents, end of period		$	185,086	$	123,520
Supplemental information
Cash income taxes paid		$	17,226	$	11,791
Cash interest paid		$	23,029	$	22,318

See accompanying notes to the interim condensed consolidated financial statements.

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

1. CORPORATE INFORMATION

ATS Corporation and its subsidiaries (collectively, “ATS” or the “Company”) is an industry leader in planning, designing, building, commissioning and servicing automated manufacturing systems - including automation products and test solutions - for a broadly-diversified base of customers.

The Company is listed on the Toronto Stock Exchange and New York Stock Exchange under the ticker symbol “ATS” and is incorporated and domiciled in Ontario, Canada. The address of its registered office is 730 Fountain Street North, Cambridge, Ontario, Canada.

The interim condensed consolidated financial statements of the Company for the three months ended June 30, 2024 were authorized for issue by the Board of Directors (the “Board”) on August 7, 2024.

2. BASIS OF PREPARATION

These interim condensed consolidated financial statements were prepared on a historical cost basis, except for derivative instruments that have been measured at fair value. The interim condensed consolidated financial statements are presented in Canadian dollars and all values are rounded to the nearest thousand, except where otherwise stated.

Statement of compliance

These interim condensed consolidated financial statements are prepared in accordance with International Accounting Standard (“IAS”) 34 - Interim Financial Reporting. Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), have been omitted or condensed. These interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements of the Company for the year ended March 31, 2024.

Standards adopted in fiscal 2025

The accounting policies adopted in the preparation of these interim condensed consolidated financial statements are consistent with those followed in the presentation of the Company's annual consolidated financial statements for the year ended March 31, 2024, except as noted below:

(i) Amendments to IAS 1 - Presentation of Financial Statements

The IASB clarified the classification of liabilities as current or non-current based on the existence of a right to defer settlement at the reporting date. The classification of a liability remains unaffected by the intentions or expectations of the entity to exercise its right to defer settlement, or will to choose to settle early.

The IASB reconfirmed that only covenants with which a company must comply on or before the reporting date affect the classification of a liability as current or non-current. Future covenants do not affect classification, however, if there is a future covenant on a non-current liability, entities are required to disclose information regarding the risk that those liabilities could become repayable within 12 months after the reporting date.

The Company adopted these amendments on April 1, 2024 and the adoption did not have an impact on the Company's interim condensed consolidated financial statements.

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

Standard issued but not yet effective

A number of new standards and amendments to standards have been issued but are not yet effective for the financial year ending March 31, 2025, and accordingly, have not been applied in preparing these interim condensed consolidated financial statements. This listing is of a standard issued that the Company reasonably expects to be applicable at a future date.

(i) Issuance of IFRS 18 - Presentation and Disclosure in Financial Statements

On April 9, 2024, the IASB issued IFRS 18 which will replace IAS 1 for reporting periods beginning on or after January 1, 2027. The new standard aims to improve comparability and transparency of communication in financial statements. The requirements include required totals, subtotals and new categories in the consolidated statements of income; disclosure of management-defined performance measures and guidance on aggregation and disaggregation. Retrospective application is required in both annual and interim financial statements. The Company is in the process of reviewing the new standard to determine the impact on its consolidated financial statements.

3. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The preparation of the Company’s interim condensed consolidated financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the end of the reporting period. However, uncertainty about these estimates, judgments and assumptions could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year, are consistent with those disclosed in the Company’s fiscal 2024 audited consolidated financial statements.

The Company based its estimates, judgments and assumptions on parameters available when the interim condensed consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the estimates when they occur.

4. ACQUISITIONS

(i) On May 15, 2024, the Company announced it had entered into a definitive agreement to acquire 100% of the shares of Paxiom Group (“Paxiom”). With headquarters in Montreal, Quebec, Paxiom is a provider of primary, secondary, and end-of-line packaging machines in the food and beverage, cannabis, and pharmaceutical industries. The transaction closed on July 24, 2024 for cash consideration of $140,000, subsequent to the end of the period; as such, the purchase price has not been allocated.

(ii) On August 7, 2024, subsequent to the end of the period, the Company announced it had entered into a definitive agreement to purchase all material assets from Heidolph Instruments GmbH & Co. KG and Hans Heidolph GmbH ("Heidolph"), a leading manufacturer of premium lab equipment for the life sciences and pharmaceutical industries, with headquarters in Schwabach, Germany and facilities in the United States, South Korea and China. The transaction is expected to close in the third calendar quarter of 2024, subject to closing conditions in the agreement.

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

5. INVENTORIES

As at	June 30<br>2024		March 31<br>2024
Raw materials	$	151,216	$	153,433
Work in progress	111,130		98,245
Finished goods	42,392		44,202
	$	304,738	$	295,880

The amount charged to net income and included in cost of revenues for the write-down of inventories for valuation issues during the three months ended June 30, 2024 was $972 (three months ended July 2, 2023 - $1,242). The amount of inventories carried at net realizable value as at June 30, 2024 was $5,220 (March 31, 2024 - $6,904).

6. DEPOSITS, PREPAIDS AND OTHER ASSETS

As at	June 30<br>2024		March 31<br>2024
Prepaid assets	$	43,634	$	38,046
Supplier deposits	37,667		35,686
Investment tax credit receivable	19,143		19,379
Current portion of cross-currency interest rate swap instrument	692		—
Current portion of variable for fixed interest rate swap instrument	750		—
Forward foreign exchange contracts	3,269		5,050
	$	105,155	$	98,161

7. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

Changes in the net balance of right-of-use assets during the three months ended June 30, 2024 were as follows:

	Buildings		Vehicles and equipment		Total
Balance, at March 31, 2024	$	85,588	$	20,073	$	105,661
Additions	6,292		3,637		9,929
Amortization	(5,693)		(2,389)		(8,082)
Exchange and other adjustments	214		322		536
Balance, at June 30, 2024	$	86,401	$	21,643	$	108,044

Changes in the balance of lease liabilities during the three months ended June 30, 2024 were as follows:

Balance, at March 31, 2024	$	111,379
Additions	9,929
Interest	1,420
Payments	(8,370)
Exchange and other adjustments	(49)
Balance, at June 30, 2024	$	114,309
Less: current portion	28,568
	$	85,741

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

The right-of-use assets and lease liabilities relate to leases of real estate properties, automobiles and other equipment. For the three months ended June 30, 2024, the Company recognized an expense related to short-term and low-value leases of $837, in cost of revenues (July 2, 2023 - $1,001), and $556 (July 2, 2023 - $306) in selling, general and administrative expenses in the interim condensed consolidated statements of income.

8. OTHER ASSETS AND LIABILITIES

Other assets consist of the following:

As at	June 30<br>2024		March 31<br>2024
Cross-currency interest rate swap instrument (i)	$	17,826	$	17,204
Variable for fixed interest rate swap instruments (ii)	—		1,198
Other	15		14
Total	$	17,841	$	18,416

Other long-term liabilities consist of the following:

As at	June 30<br>2024		March 31<br>2024
Cross-currency interest rate swap instrument (i)	$	15,054	$	14,101
Variable for fixed interest rate swap instrument (ii)	452		—
Total	$	15,506	$	14,101

(i) On April 20, 2022, the Company entered into a cross-currency interest rate swap instrument to swap U.S. $175,000 into Canadian dollars to hedge a portion of its foreign exchange risk related to its U.S. dollar-denominated Senior Notes. The Company will receive interest of 4.125% U.S. per annum and pay interest of 4.169% Canadian. The terms of the hedging instrument will end on December 15, 2025.

The Company entered into a cross-currency interest rate swap instrument on April 20, 2022 to swap 161,142 Euros into Canadian dollars to hedge the net investment in European operations. The Company will receive interest of 4.169% Canadian per annum and pay interest of 2.351% Euros. The terms of the hedging relationship will end on December 15, 2025.

(ii) Effective November 4, 2022, the Company entered into a variable for fixed interest rate swap instrument to swap the variable interest rate on its $300,000 non-amortized secured term credit facility to a fixed 4.241% interest plus a margin. The terms of the hedging instrument will end on November 4, 2024.

On November 21, 2023, the Company entered into a variable for fixed interest rate swap instrument to swap the variable interest rate on its $300,000 non-amortized secured term credit facility to a fixed 4.044% interest plus a margin for the period November 4, 2024 to November 4, 2026.

9. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

During the three months ended June 30, 2024 and the three months ended July 2, 2023, there were no changes in the classification of financial assets as a result of a change in the purpose or use of those assets.

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

During the three months ended June 30, 2024 and the three months ended July 2, 2023, there were no transfers of financial instruments between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3 fair value measurements.

Instruments not subject to hedge accounting

As part of the Company’s risk management strategy, forward contract derivative financial instruments are used to manage foreign currency exposure related to the translation of foreign currency net assets to the subsidiary’s functional currency. As these instruments have not been designated as hedges, the change in fair value is recorded in selling, general and administrative expenses in the interim condensed consolidated statements of income.

For the three months ended June 30, 2024, the Company recorded risk management losses of $1,310 (three months ended July 2, 2023 - gains of $6,636), on foreign currency risk management forward contracts in the interim condensed consolidated statements of income. Included in these amounts, during the three months ended June 30, 2024, were unrealized losses of $363 (three months ended July 2, 2023 - unrealized gains of $92), representing the change in fair value. In addition, during the three months ended June 30, 2024, the Company realized foreign exchange losses of $947 (three months ended July 2, 2023 - realized gains of $6,544), which were settled.

10. PROVISIONS

	Warranty		Restructuring		Other		Total
Balance, at March 31, 2024	$	13,192	$	21,863	$	923	$	35,978
Provisions made	1,056		—		2,119		3,175
Provisions used	(1,760)		(5,725)		(2,042)		(9,527)
Exchange adjustments	63		59		7		129
Balance, at June 30, 2024	$	12,551	$	16,197	$	1,007	$	29,755

Warranty provisions

Warranty provisions are related to sales of products and are based on experience reflecting statistical trends of warranty costs.

Restructuring

Restructuring charges are recognized in the period incurred and when the criteria for provisions are fulfilled. Termination benefits are recognized as a liability and an expense when the Company is demonstrably committed through a formal restructuring plan.

The North American EV market is experiencing a slowdown in sales growth, and this has given rise to reduced investment, program cancellations, deferrals, and production volume reductions by various automakers. In response to the resulting lower demand for the Company's solutions in this space, the Company intends to reduce the cost structure of its transportation-related businesses. This is expected to include reallocation of resources to other parts of the business, along with workforce reductions. These actions are expected to commence in the second quarter of fiscal 2025, with an estimated cost of between $15 million and $20 million.

Other provisions

Other provisions are related to medical insurance expenses that have been incurred during the period but are not yet paid, and other miscellaneous provisions.

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

11. BANK INDEBTEDNESS AND LONG-TERM DEBT

On October 5, 2023, the Company amended its senior secured credit facility (the “Credit Facility”) to extend the term loan maturity to match the maturity of the revolving line of credit. The Credit Facility consists of (i) a $750,000 secured committed revolving line of credit and (ii) a fully drawn $300,000 non-amortized secured term credit facility; both maturing on November 4, 2026. The Credit Facility is secured by the Company’s assets, including a pledge of shares of certain of the Company’s subsidiaries. Certain of the Company’s subsidiaries also provide guarantees under the Credit Facility. At June 30, 2024, the Company had utilized $816,971 under the Credit Facility, of which $816,959 was classified as long-term debt (March 31, 2024 - $703,972) and $12 by way of letters of credit (March 31, 2024 - $12).

The Credit Facility is available in Canadian dollars by way of prime rate advances, Term CORRA advances and/or Daily Compounded CORRA advances, in U.S. dollars by way of base rate advances and/or Term SOFR advances, in Euros by way of EURIBOR advances, in British pounds sterling by way of Daily Simple SONIA advances, and by way of letters of credit for certain purposes. The interest rates applicable to the Credit Facility are determined based on a net debt-to-EBITDA ratio as defined in the Credit Facility. For prime rate advances and base rate advances, the interest rate is equal to the Agent's prime rate or the Agent's U.S. dollar base rate in Canada, respectively, plus a margin ranging from 0.45% to 2.00%. For Term CORRA advances, Daily Compounded CORRA advances, Term SOFR advances, EURIBOR advances and Daily Simple SONIA advances, the interest rate is equal to the Term CORRA rate, the Daily Compounded CORRA rate, the Term SOFR rate, the EURIBOR rate or the Daily Simple SONIA rate, respectively, plus a margin that varies from 1.45% to 3.00%. The Company pays a fee for usage of financial letters of credit that ranges from 1.45% to 3.00%, and a fee for usage of non-financial letters of credit that ranges from 0.97% to 2.00%. The Company pays a standby fee on the unadvanced portions of the amounts available for advance or drawdown under the Credit Facility at rates ranging from 0.29% to 0.60%. The Company's Credit Facility is subject to changes in market interest rates. Changes in economic conditions outside of the Company's control could result in higher interest rates, thereby increasing its interest expense. The Company uses a variable for fixed interest rate swap to hedge a portion of its Credit Facility (see note 8).

The Credit Facility is subject to financial covenants including a net debt-to-EBITDA test and an interest coverage test. Under the terms of the Credit Facility, the Company is restricted from encumbering any assets with certain permitted exceptions. At June 30, 2024, all of the covenants were met.

The Company has additional credit facilities available of $108,633 (40,575 Euros, $24,000 U.S, 120,000 Thai Baht, 5,000 GBP, 5,000 CNY, $150 AUD and $2,144 CAD). The total amount outstanding on these facilities as at June 30, 2024 was $11,696, of which $9,470 was classified as bank indebtedness (March 31, 2024 - $4,060), $2,226 was classified as long-term debt (March 31, 2024 - $2,299) and $nil by way of letters of credit (March 31, 2023 - $376). The interest rates applicable to the credit facilities range from 0.03% to 8.45% per annum. A portion of the long-term debt is secured by certain assets of the Company.

The Company’s U.S. $350,000 aggregate principal amount of senior notes (“the Senior Notes”) were issued at par, bear interest at a rate of 4.125% per annum and mature on December 15, 2028. After December 15, 2023, the Company may redeem the Senior Notes, in whole at any time or in part from time to time, at specified redemption prices and subject to certain conditions required by the Senior Notes. If the Company experiences a change of control, the Company may be required to repurchase the Senior Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The Senior Notes contain customary covenants that restrict, subject to certain

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

exceptions and thresholds, some of the activities of the Company and its subsidiaries, including the Company’s ability to dispose of assets, incur additional debt, pay dividends, create liens, make investments, and engage in specified transactions with affiliates. At June 30, 2024, all of the covenants were met. Subject to certain exceptions, the Senior Notes are guaranteed by each of the subsidiaries of the Company that is a borrower or has guaranteed obligations under the Credit Facility. Transaction fees of $8,100 were deferred and are being amortized over the term of the Senior Notes. The Company uses a cross-currency interest rate swap instrument to hedge a portion of its U.S.-dollar-denominated Senior Notes (see note 8).

(i) Bank indebtedness

As at	June 30<br>2024		March 31<br>2024
Other facilities	$	9,470	$	4,060

(ii) Long-term debt

As at	June 30<br>2024		March 31<br>2024
Credit Facility	$	816,959	$	703,972
Senior Notes	478,870		474,075
Other facilities	2,226		2,299
Issuance costs	(8,124)		(8,374)
	1,289,931		1,171,972
Less: current portion	173		176
	$	1,289,758	$	1,171,796

Scheduled principal repayments and interest payments on long-term debt as at June 30, 2024 are as follows (variable interest repayments on the Credit Facility are not reflected in the table below as they fluctuate based on the amounts drawn):

	Principal		Interest
Less than one year	$	173	$	19,869
One - two years	235		19,862
Two - three years	817,130		19,853
Three - four years	185		19,844
Four - five years	479,065		9,957
Thereafter	1,267		216
	$	1,298,055	$	89,601

12. SHARE CAPITAL

Authorized share capital of the Company consists of an unlimited number of common shares, without par value, for unlimited consideration.

On December 13, 2023, the Company announced that the Toronto Stock Exchange (“TSX”) had accepted a notice filed by the Company of its intention to make a normal course issuer bid (“NCIB”). Under the NCIB, ATS may purchase for cancellation up to a maximum of 8,044,818 common shares during the 12-month period ending December 14, 2024.

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

During the three months ended June 30, 2024, the Company purchased 1,020,887 common shares under the NCIB program for $44,983 (March 31, 2024 - purchased 300 common shares for $14). At June 30, 2024, a total of 7,023,631 common shares remained available for repurchase under the NCIB. All purchases are made in accordance with the bid at prevalent market prices plus brokerage fees, or such other prices that may be permitted by the TSX, with consideration allocated to share capital up to the average carrying amount of the shares, and any excess allocated to retained earnings. Included in share capital is $900 of transaction costs related to taxes on the share repurchase (note 13).

The changes in the common shares issued and outstanding during the period presented were as follows:

	Number of common shares	Share capital
Balance, at March 31, 2024	98,219,496	$	865,897
Exercise of stock options	1,755	79
Repurchase of common shares	(1,020,887)	(9,831)
Balance, at June 30, 2024	97,200,364	$	856,145

On May 30, 2023, the Company announced the closing of its U.S. initial public offering on the New York Stock Exchange. A total of 6,900,000 common shares were sold by the Company, at a price of $55.04 ($41 U.S.) per share, for gross proceeds to the Company of $379,797 ($282,900 U.S.). Offering costs of $17,725 ($13,203 U.S.) were paid and deferred tax of $4,260 ($3,173 U.S.) related to the offering costs were recorded to share capital.

13. TAXATION

(i) Reconciliation of income taxes: Income tax expense differs from the amounts that would be obtained by applying the combined Canadian basic federal and provincial income tax rate to income before income taxes. These differences result from the following items:

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

For the three months ended		June 30<br>2024		July 2<br>2023
Income before income taxes and non-controlling interest		$	48,075	$	62,104
Combined Canadian basic federal and provincial income tax rate		26.50%		26.50%
Income tax expense based on combined Canadian basic <br>    federal and provincial income tax rate		$	12,740	$	16,458
Increase (decrease) in income taxes resulting from:
Adjustments in respect of current income tax of previous periods		681		(155)
Non-taxable items net of non-deductible items		(1,095)		(1,715)
Unrecognized assets		2,171		1,739
Income taxed at different rates and statutory rate changes		(1,399)		(1,649)
Manufacturing and processing allowance and all other items		(350)		(298)
At the effective income tax rate of 27%<br><br>(July 2, 2023 – 23%)		$	12,748	$	14,380
Income tax expense reported in the interim condensed consolidated statements of income:
Current tax expense		$	17,644	$	24,390
Deferred tax recovery		(4,896)		(10,010)
		$	12,748	$	14,380
Deferred tax related to items charged or<br><br>credited directly to equity and goodwill:
Gain (loss) on revaluation of cash flow hedges		$	230	$	(1,894)
Opening deferred tax of acquired company	4	—		(654)
Other items recognized through equity		(196)		1,236
Income tax charged directly to equity and goodwill		$	34	$	(1,312)

Pillar Two legislation became enacted in Canada and came into effect on April 1, 2024 for the Company. Pillar Two introduces a 15% global minimum tax on income earned in each jurisdiction where the Company operates. During the three months ended June 30, 2024, the Company recognized income tax expense related to Pillar Two income taxes of $513 (July 2, 2023 - $nil) in the interim condensed consolidated statement of income. The Company has applied the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.

On June 20, 2024, Bill C-59 received Royal Assent, enacting a 2% tax on certain share buybacks. The impact of this tax is reflected in the interim condensed consolidated financial statements (note 12).

14. STOCK-BASED COMPENSATION

In the calculation of the stock-based compensation expense in the interim condensed consolidated statements of income, the fair values of the Company’s stock option grants were estimated using the Black-Scholes option pricing model for time-vesting stock options. During the three months ended June 30, 2024, the Company granted 241,327 time-vesting stock options (176,112 in the three months ended July 2, 2023). The stock options granted vest over four years and expire on the seventh anniversary from the date of issue.

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

For the three months ended		June 30<br>2024			July 2<br>2023
	Number of stock options	Weighted average exercise price		Number of stock options	Weighted average <br>exercise price
Stock options outstanding, beginning of period	823,527	$	33.56	785,429	$	26.69
Granted	241,327	45.37		176,112	57.71
Exercised (i)	(1,755)	34.26		(41,034)	23.15
Forfeited	(1,931)	35.78		(3,388)	28.46
Stock options outstanding, end of period	1,061,168	$	36.24	917,119	$	32.80
Stock options exercisable, end of period, time-vested options	497,090	$	28.74	375,205	$	23.98

(i) For the three months ended June 30, 2024, the weighted average share price at the date of exercise was $44.98 (July 2, 2023 - $60.44).

The fair values of the Company’s stock options issued during the periods presented were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions. Expected stock price volatility was determined at the time of the grant by considering historical share price volatility. Expected stock option grant life was determined at the time of the grant by considering the average of the grant vesting period and the grant exercise period.

For the three months ended	June 302024	July 22023
Weighted average risk-free interest rate	3.75	3.52
Dividend yield	0	0
Weighted average expected volatility	35	36
Weighted average expected life	4.75 years	4.77 years
Number of stock options granted:<br><br>Time-vested	241,327	176,112
Weighted average exercise price per option	45.37	57.71
Weighted average value per option:<br><br>Time-vested	16.45	20.83

All values are in US Dollars.

Restricted Share Unit Plan:

During the three months ended June 30, 2024, the Company granted 193,277 time-vesting restricted share units (“RSUs”), (128,599 in the three months ended July 2, 2023) and 210,803 performance-based RSUs, (126,944 in the three months ended July 2, 2023). The Company measures these RSUs based on the fair value at the date of grant and a compensation expense is recognized over the vesting period in the interim condensed consolidated statements of income with a corresponding increase in contributed surplus. The performance-based RSUs vest upon successful achievement of certain operational and share price targets.

On May 18, 2022, the RSU plan was amended so that RSUs granted may be settled in ATS Common Shares, where deemed advisable by the Company, as an alternative to cash payments. It is the Company's intention to settle these RSUs with ATS Common Shares and therefore the Company measures these RSUs as equity awards based on fair value. At June 30, 2024, 725,290 shares are held in a trust and may be used to settle some or all of the RSU grants when they are fully vested. Subsequent to June 30, 2024, 322,165 shares were purchased for $14,710 and placed in the trust. The trust is consolidated in the Company's interim condensed consolidated financial statements with the value of the acquired common shares presented as a reduction of share capital.

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

The RSUs issued prior to May 18, 2022 give the employee the right to receive a cash payment based on the market value of a common share of the Company. The RSU liability is recognized quarterly based on the expired portion of the vesting period and the change in the Company’s stock price. The change in the value of the RSU liability is included in the interim condensed consolidated statements of income in the period of the change. At June 30, 2024, the value of the outstanding liability related to the RSU plan was $14,282 (March 31, 2024 - $13,875). The RSU liability is included in accounts payable and accrued liabilities on the interim condensed consolidated statements of financial position.

The cash-settled RSUs vested on June 30, 2024 and were paid subsequent to the end of the period.

Deferred Stock Unit Plan:

During the three months ended June 30, 2024, the Company granted 43,456 units (three months ended July 2, 2023 - 29,395 units). The Deferred Stock Unit (“DSU”) liability is revalued at each reporting date based on the change in the Company's stock price. The change in the value of the DSU liability is included in the interim condensed consolidated statements of income. As at June 30, 2024, the value of the outstanding liability related to the DSUs was $19,577 (March 31, 2024 - $19,661). The DSU liability is revalued at each reporting date based on the change in the Company’s stock price. The DSU liability is included in accounts payable and accrued liabilities on the interim condensed consolidated statements of financial position. The change in the value of the DSU liability is included in the interim condensed consolidated statements of income in the period of change.

The following table shows the compensation expense related to the Company's share-based payment plans:

For the three months ended	June 30<br>2024		July 2<br>2023
Stock options	$	757	$	512
RSUs	3,050		7,291
DSUs	(84)		2,187
	$	3,723	$	9,990

The decrease in stock-based compensation costs for the period ended June 30, 2024 is attributable to lower expenses from the revaluation of RSUs that are treated as liability awards and DSUs based on the market price of the Company's shares.

15. COMMITMENTS AND CONTINGENCIES

The minimum purchase obligations are as follows as at June 30, 2024:
Less than one year	$	337,299
One - two years	11,115
Two - three years	902
Three - four years	599
Four - five years	87
More than five years	161
	$	350,163

The Company’s off-balance sheet arrangements consist of purchase obligations, primarily commitments for material purchases, which have been entered into in the normal course of business.

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

In accordance with industry practice, the Company is liable to customers for obligations relating to contract completion and timely delivery. In the normal conduct of its operations, the Company may provide letters of credit as security for advances received from customers pending delivery and contract performance. In addition, the Company provides letters of credit for post-retirement obligations and may provide letters of credit as security on equipment under lease and on order. As at June 30, 2024, the total value of outstanding letters of credit was approximately $184,915 (March 31, 2024 - $171,065).

In the normal course of operations, the Company is party to a number of lawsuits, claims and contingencies. Although it is possible that liabilities may be incurred in instances for which no accruals have been made, the Company does not believe that the ultimate outcome of these matters will have a material impact on its interim condensed consolidated statements of financial position.

16. SEGMENTED DISCLOSURE

The Company’s operations are reported as one operating segment, Automation Systems, which plans, allocates resources, builds capabilities and implements best practices on a global basis.

Geographic segmentation of revenues is determined based on revenues by customer location. Non-current assets represent property, plant and equipment, right-of-use assets and intangible assets that are attributable to individual geographic segments, based on location of the respective operations.

As at	June 30, 2024
	Right-of-use assets		Property, plant and equipment		Intangible assets
Canada	$	29,833	$	63,890	$	28,299
United States	13,422		143,299		432,264
Germany	25,006		35,271		37,631
Italy	17,046		39,912		133,251
Other Europe	18,237		12,679		31,169
Other	4,500		2,377		9,051
Total Company	$	108,044	$	297,428	$	671,665
As at	March 31, 2024
---	---	---	---	---	---	---
	Right-of-use assets		Property, plant and equipment		Intangible <br>assets
Canada	$	30,483	$	62,895	$	28,558
United States	11,273		143,642		434,039
Germany	24,849		35,158		38,945
Italy	16,819		39,439		133,447
Other Europe	17,627		13,581		34,672
Other	4,610		2,262		9,886
Total Company	$	105,661	$	296,977	$	679,547

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

Revenues from external customers for the three months ended	June 30<br>2024		July 2<br>2023
Canada	$	37,585	$	43,147
United States	320,332		352,737
Germany	52,241		71,380
Italy	21,044		33,663
Other Europe	151,673		146,722
Other	111,395		106,000
Total Company	$	694,270	$	753,649

For the three months ended June 30, 2024, the Company had revenues from a single customer that amounted to 15.7% of total consolidated revenues (three months ended July 2, 2023 - revenues from a single customer amounted to 23.3%).

17. REVENUE FROM CONTRACTS WITH CUSTOMERS

(a) Revenue by type:

For the three months ended	June 30<br>2024		July 2<br>2023
Revenues from construction contracts	$	394,993	$	508,868
Services rendered	171,189		142,303
Sale of goods	128,088		102,478
Total Company	$	694,270	$	753,649

(b) Disaggregation of revenue from contracts with customers:

Revenues by market for the three months ended	June 30<br>2024		July 2<br>2023
Life Sciences	$	328,421	$	284,970
Transportation	144,424		218,533
Food & Beverage	96,815		130,614
Consumer Products	87,744		83,643
Energy	36,866		35,889
Total Company	$	694,270	$	753,649
Timing of revenue recognition based on transfer of control for the three months ended	June 30<br>2024		July 2<br>2023
---	---	---	---	---
Goods and services transferred at a point in time	$	128,088	$	102,478
Goods and services transferred over time	566,182		651,171
Total Company	$	694,270	$	753,649

(c) Contract balances:

As at	June 30<br>2024		March 31<br>2024
Trade receivables	$	538,689	$	437,329
Contract assets	726,427		704,703
Contract liabilities	(365,359)		(312,204)
Unearned revenue (i)	(59,811)		(51,056)
Net contract balances	$	839,946	$	778,772

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

(i) The unearned revenue liability is included in accounts payable and accrued liabilities on the interim condensed consolidated statements of financial position.

As at	June 30<br>2024		March 31<br>2024
Contracts in progress:
Costs incurred	$	4,001,362	$	3,936,631
Estimated earnings	1,406,484		1,354,259
	5,407,846		5,290,890
Progress billings	(5,046,778)		(4,898,391)
Net contract assets and liabilities	$	361,068	$	392,499

18. NET FINANCE COSTS

	Note	June 30<br>2024		July 2<br>2023
Interest expense		$	18,414	$	16,101
Interest on lease liabilities	7	1,420		1,185
Interest income		(316)		(340)
		$	19,518	$	16,946

19. EARNINGS PER SHARE

Basic earnings per share

Earnings per common share is calculated by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding.

Diluted earnings per share

The treasury stock method is used to determine the dilutive impact of stock options and RSUs. This method assumes any proceeds from the exercise of stock options and vesting of RSUs would be used to purchase common shares at the average market price during the period.

For the three months ended	June 30<br>2024	July 2<br>2023
Weighted average number of common shares outstanding	98,119,205	94,397,253
Dilutive effect of RSUs	133,596	111,010
Dilutive effect of performance-based RSUs	160,562	177,803
Dilutive effect of stock option conversion	228,621	384,547
Diluted weighted average number of common shares outstanding	98,641,984	95,070,613

For the three months ended June 30, 2024, stock options to purchase 419,902 common shares, 202,429 RSUs and 357,629 performance-based RSUs are excluded from the weighted average number of common shares in the calculation of diluted earnings per share as they are anti-dilutive (176,112 common shares, nil RSUs and nil performance-based RSUs were excluded for the three months ended July 2, 2023).

ATS CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of Canadian dollars, except per share amounts - unaudited)

20. SUPPLEMENTAL CASH FLOW INFORMATION

The following table sets forth the supplemental cash flow information on net change in non-cash working capital:

For the three months ended	June 30<br>2024		July 2<br>2023
Accounts receivable	$	(96,860)	$	(3,951)
Income tax receivable	150		(647)
Contract assets	(21,724)		(80,903)
Inventories	(8,858)		(12,734)
Deposits, prepaids and other assets	(7,230)		2,773
Accounts payable and accrued liabilities	(17,946)		(49,315)
Income tax payable	(5,274)		6,708
Contract liabilities	53,155		(45,205)
Provisions	(6,223)		(5,141)
Foreign exchange and other	3,936		3,961
Total change in non-cash working capital	$	(106,874)	$	(184,454)

21

Document

Appendix 99.3

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE

I, Andrew Hider, Chief Executive Officer of ATS Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of ATS Corporation ("the issuer"), for the interim period ended June 30, 2024.

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

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

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

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

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

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

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

b.designed ICFR, or caused it to be designed under our supervision, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

5.2 N/A

5.3 Limitation of scope of design: The issuer has disclosed in its interim MD&A

a.the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

i.N/A

ii.N/A

iii.a business that the issuer has acquired not more than 365 days before the last day of the period covered by the interim filings; and

b.summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer has acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:  August 8, 2024

/s/ “Andrew Hider”     Andrew Hider Chief Executive Officer

Document

Appendix 99.4

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE

I, Ryan McLeod, Chief Financial Officer of ATS Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A, (together, the "interim filings") of ATS Corporation ("the issuer"), for the interim period ended June 30, 2024.

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

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

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

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

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

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

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

b.designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

5.2 N/A

5.3 Limitation of scope of design: The issuer has disclosed in its interim MD&A

a.the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

i.N/A

ii.N/A

iii.a business that the issuer has acquired not more than 365 days before the last day of the period covered by the interim filings; and

b.summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer has acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 8, 2024

/s/ “Ryan McLeod”     Ryan McLeod Chief Financial Officer

Document

Appendix 99.5

ATS Reports First Quarter Fiscal 2025 Results

08/08/2024

Cambridge, ON / BUSINESS WIRE / ATS Corporation (TSX and NYSE: ATS) (“ATS” or the “Company”) today reported its financial results for the three months ended June 30, 2024. All references to "$" or "dollars" in this news release are to Canadian dollars unless otherwise indicated.

First quarter highlights:

•Revenues decreased 7.9% year over year to $694.3 million.

•Net Income was $35.3 million compared to $47.7 million a year ago.

•Basic earnings per share were 36 cents, compared to 50 cents a year ago.

•Adjusted EBITDA1 was $106.0 million compared to $119.2 million a year ago.

•Adjusted basic earnings per share1 were 50 cents compared to 69 cents a year ago.

•Order Bookings2 were $817 million, 18.4% higher compared to $690 million a year ago.

•Order Backlog2 was $1,882 million at the end of the quarter.

"Today ATS reported our first quarter results for fiscal 2025, which included the second highest Order Bookings and the largest life sciences Order Backlog in company history," said Andrew Hider, Chief Executive Officer. "Strengthened by organic and acquisition growth within life sciences, our Order Backlog provides good revenue visibility throughout fiscal 2025."

Mr. Hider added, "In transportation, we are taking action to align our cost structure to a lower demand environment, with the expectation that Order Bookings in the Electric Vehicle ("EV") space will be a smaller part of our portfolio going forward. As we drive our strategic focus on expanding our presence in regulated markets such as food and beverage and life sciences, our recent acquisitions, including Avidity, as well as Paxiom, which we recently welcomed to the ATS portfolio, create opportunities for both organic and synergistic growth with accretive margin profiles."

1 Non-IFRS measure: see “Notice to Reader: Non-IFRS and Other Financial Measures”. 2 Supplementary financial measure: see “Notice to Reader: Non-IFRS and Other Financial Measures”.

Financial results

(In millions of dollars, except per share and margin data)

	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023		Variance
Revenues	$	694.3	$	753.6	(7.9)%
Net income	$	35.3	$	47.7	(26.0)%
Adjusted earnings from operations1	$	86.2	$	102.1	(15.6)%
Adjusted earnings from operations margin2		12.4%		13.5%	(113)bps
Adjusted EBITDA1	$	106.0	$	119.2	(11.1)%
Adjusted EBITDA margin2		15.3%		15.8%	(55)bps
Basic earnings per share	$	0.36	$	0.50	(28.0)%
Adjusted basic earnings per share1	$	0.50	$	0.69	(27.5)%
Order Bookings3	$	817.0	$	690.0	18.4%
As At	June 30<br>2024		July 2<br>2023		Variance
---	---	---	---	---	---
Order Backlog3	$	1,882	$	2,023	(7.0)%

1Non-IFRS financial measure - See “Non-IFRS and Other Financial Measures."

2Non-IFRS ratio - See "Non-IFRS and Other Financial Measures"

3Supplementary financial measure - See "Non-IFRS and Other Financial Measures"

Recent Acquisitions

On May 15, 2024, the Company announced it had entered into a definitive agreement to acquire 100% of the shares of Paxiom Group (“Paxiom”). With headquarters in Montreal, Quebec, Paxiom is a provider of primary, secondary, and end-of-line packaging machines in the food and beverage, cannabis, and pharmaceutical industries. Paxiom provides a vast product line that includes precision weigh filling, bagging, wrapping, labeling, conveyors, case forming, robotic case packing and end of line palletizing equipment that will complement ATS’ packaging and food technology businesses and allow ATS to offer complete packaging and end-of-line solutions. The transaction closed on July 24, 2024, subsequent to the end of the period.

On August 7, 2024, subsequent to the end of the period, the Company announced it had entered into a definitive agreement to purchase all material assets from Heidolph Instruments GmbH & Co. KG and Hans Heidolph GmbH ("Heidolph''), a leading manufacturer of premium lab equipment for the life sciences and pharmaceutical industries, with headquarters in Schwabach, Germany and facilities in the United States, South Korea and China. The transaction is expected to close in the third calendar quarter of 2024, subject to closing conditions in the agreement.

First quarter summary

Fiscal 2025 first quarter revenues were 7.9% or $59.3 million lower than in the corresponding period a year ago. This performance primarily reflected the year-over-year decrease in organic revenue (excluding contributions from acquired companies and foreign exchange translation) of $95.4 million or 12.7%, partially offset by increased revenues earned by acquired companies of $29.9 million, which included $26.1 million from Avidity Science, LLC ("Avidity"). Revenues generated from construction contracts decreased 22.4% or $113.8 million due to lower Order Backlog entering the period. Revenues from services increased 20.3% or $28.9 million due to organic revenue growth in addition to revenues earned by acquired companies of $8.7 million. Revenues from the sale of goods increased 25.0% or $25.6 million primarily due revenues earned by acquired companies of $20.9 million, primarily from Avidity, in addition to organic revenue growth.

By market, revenues generated in life sciences increased $43.4 million or 15.2% year over year. This was primarily due to contributions from acquisitions totalling $29.7 million and organic revenue growth on higher Order Backlog entering the quarter. Revenues in transportation decreased $74.1 million or 33.9%, due to lower Order Backlog entering the quarter. Revenues generated in food & beverage decreased $33.8 million or 25.9% due to timing of program execution. Revenues generated in consumer products increased $4.2 million or 5.0% due to timing of program execution. Revenues in energy increased $1.0 million or 2.8% due to higher Order Backlog entering the quarter.

Net income for the first quarter of fiscal 2025 was $35.3 million (36 cents per share basic), compared to $47.7 million (50 cents per share basic) for the first quarter of fiscal 2024. The decrease primarily reflected lower revenues and higher selling, general and administrative ("SG&A") expenses, partially offset by increased margins and lower stock-based compensation expenses. Adjusted basic earnings per share were 50 cents compared to 69 cents in the first quarter of fiscal 2024 (see “Reconciliation of Non-IFRS Measures to IFRS Measures”).

Depreciation and amortization expense was $37.4 million in the first quarter of fiscal 2025, compared to $35.7 million a year ago.

EBITDA was $105.0 million (15.1% EBITDA margin) in the first quarter of fiscal 2025 compared to $114.7 million (15.2% EBITDA margin) in the first quarter of fiscal 2024. EBITDA for the first quarter of fiscal 2025 included $1.3 million of incremental costs related to acquisition activity, $1.0 million of acquisition-related fair value adjustments to acquired inventories, and a $1.3 million recovery of stock-based compensation expenses due to revaluation. EBITDA for the corresponding period in the prior year included $0.1 million of incremental costs related to acquisition activity, and $4.4 million of stock-based compensation revaluation expenses. Excluding these costs, adjusted EBITDA was $106.0 million (15.3% adjusted EBITDA margin), compared to $119.2 million (15.8% adjusted EBITDA margin) for the corresponding period in the prior year. Lower adjusted EBITDA reflected lower revenues and increased SG&A expenses, partially offset by increased margins. EBITDA and adjusted EBITDA are non-IFRS financial measure - see “Non-IFRS and Other Financial Measures.”

Order Backlog Continuity

(In millions of dollars)

	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Opening Order Backlog	$	1,793	$	2,153
Revenues	(694)		(754)
Order Bookings	817		690
Order Backlog adjustments1	(34)		(66)
Total	$	1,882	$	2,023

1Order Backlog adjustments include foreign exchange adjustments, scope changes and cancellations.

Order Bookings

First quarter fiscal 2025 Order Bookings were $817 million, an 18.4% year-over-year increase, reflecting 13.1% of organic Order Bookings growth, in addition to 4.2% growth from acquired companies. Order Bookings from acquired companies totalled $28.9 million. By market, Order Bookings in life sciences increased compared to the prior-year period primarily due to organic growth, along with $28.6 million of contributions from acquired companies, including $24.2 million from Avidity. Order Bookings in transportation decreased compared to the prior-year period, reflecting a more measured approach to Electric Vehicle ("EV") investment by transportation customers as they respond to dynamics in their markets, resulting in lower Order Bookings relative to the prior period. Order Bookings in food & beverage and energy decreased while Order Bookings in consumer products increased primarily due to the timing of customer projects.

Trailing twelve month book-to-bill ratio at June 30, 2024 was 1.02:1. Book-to-bill ratio, Order Bookings and organic Order Bookings growth are supplementary financial measures - see “Non-IFRS and Other Financial Measures.”

Backlog

At June 30, 2024, Order Backlog was $1,882 million, 7.0% lower than at July 2, 2023 primarily on account of lower Order Backlog within the transportation market which included several large Order Bookings a year ago.

Outlook

The life sciences funnel remains strong, with a focus on strategic submarkets of pharmaceuticals, radiopharmaceuticals, and medical devices. Management continues to see opportunities with both new and existing customers, including those who produce auto-injectors and wearable devices for diabetes and obesity treatments, contact lenses and pre-filled syringes, automated pharmacy solutions, as well as opportunities to provide life science solutions that leverage integrated capabilities from across ATS. In transportation, the funnel consists of smaller opportunities relative to the size of the Order Bookings received throughout fiscal years 2023 and 2024 as industry participants are moderating new capacity investment to match end market demand and reduce platform costs. Funnel activity in food & beverage remains strong. The Company continues to benefit from strong brand recognition within the global tomato processing, other soft fruits processing and vegetable processing industries, and there is continued interest in automated solutions within the food & beverage market more broadly. Funnel activity in consumer products is stable; inflationary pressures continue to have an effect on discretionary spending by consumers, which may impact timing of some customer investments. Funnel

activity in energy remains strong and includes longer-term opportunities in the nuclear industry. The Company is focused on clean energy applications including solutions for the refurbishment of nuclear power plants, early participation in the small modular reactor market, and grid battery storage.

Funnel growth in markets where environmental, social and governance requirements are an increasing focus for customers — including grid battery storage and nuclear, as well as consumer goods packaging — provide ATS with opportunities to use its capabilities to respond to customer sustainability standards and goals, including global and regional requirements to reduce carbon emissions. Customers seeking to de-risk or enhance the resiliency of their supply chains, address a shortage of skilled workers or combat higher labour costs also provide future opportunities for ATS to pursue. Management believes that the underlying trends driving customer demand for ATS solutions including rising labour costs, labour shortages, production onshoring or reshoring and the need for scalable, high-quality, energy-efficient production remain favourable.

Order Backlog of $1,882 million is expected to help mitigate some of the impact of quarterly variability in Order Bookings on revenues in the short term. The Company’s Order Backlog includes several large enterprise programs that have longer periods of performance and therefore longer revenue recognition cycles. In the second quarter of fiscal 2025, management expects the conversion of Order Backlog to revenues to be in the 33% to 36% range. This estimate is calculated each quarter based on management’s assessment of project schedules across all customer contracts, expectations for faster-turn product and services revenues, expected delivery timing of third-party equipment and operational capacity. In the fourth quarter of fiscal 2024, management reported that approximately $150 million of Order Backlog with one of the Company's EV customers remained delayed. There is uncertainty as to if or when this portion of the program will restart. In light of reduced EV investment by automakers, and the uncertainty this creates in transportation funnel activity as well as the conversion of Order Backlog to revenues, management expects that transportation will be a smaller portion of ATS' overall business going forward. As a result, the Company is working to reduce its cost structure to reflect these expectations (see "Reorganization Activity"). In the short-term, management expects pressure on transportation revenues to negatively impact margins.

Supplier lead times have improved in most key categories; however, prolonged cost increases, price and lead-time volatility have and may continue to disrupt the timing and progress of the Company’s margin expansion efforts and affect revenue recognition. Over time, sustaining management's margin target assumes that the Company will successfully implement its margin expansion initiatives, and that such initiatives will result in improvements to its adjusted earnings from operations margin that offset these shorter-term pressures (see “Forward-Looking Statements” for a description of the risks underlying the achievement of the margin target in future periods).

The timing of customer decisions on larger opportunities is expected to cause variability in Order Bookings from quarter to quarter. Revenues in a given period are dependent on a combination of the volume of outstanding projects the Company is contracted to perform, the size and duration of those projects, and the timing of project activities including design, assembly, testing, and installation. Given the specialized nature of the Company’s offerings, the size and scope of projects vary based on customer needs. The Company seeks to achieve revenue growth organically and by identifying strategic acquisition opportunities that provide access to attractive end-markets and new products and technologies and deliver hurdle-rate returns. After-sales revenues and reoccurring revenues, which ATS defines as revenues from ancillary products and services associated with equipment sales, and

revenues from customers who purchase non-customized ATS product at regular intervals, are expected to provide some balance to customers' capital expenditure cycles.

In the short term, the Company also expects non-cash working capital to remain elevated as large enterprise programs progress through milestones. Management anticipates that working capital improvements will start to materialize in the second half of the fiscal year as milestones are achieved on larger programs in Order Backlog. Not withstanding the foregoing, given the size and timing of milestone payments for certain large EV programs in Order Backlog, the Company could still see its non-cash working capital remain elevated until these milestone payments are received. Over the long-term, the Company expects to continue investing in non-cash working capital to support growth, with fluctuations expected on a quarter-over-quarter basis. The Company’s long-term goal is to maintain its investment in non-cash working capital as a percentage of annualized revenues below 15%. The Company expects that continued cash flows from operations, together with cash and cash equivalents on hand and credit available under operating and long-term credit facilities will be sufficient to fund its requirements for investments in non-cash working capital and capital assets, and to fund strategic investment plans including some potential acquisitions. Acquisitions could result in additional debt or equity financing requirements for the Company. Non-cash working capital as a percentage of revenues is a non-IFRS ratio - see “Non-IFRS and Other Financial Measures.”

The Company continues to make progress in line with its plans to integrate acquired companies, and expects to realize cost and revenue synergies consistent with announced integration plans.

Reorganization Activity

The North American EV market is experiencing a slowdown in sales growth, and this has given rise to reduced investment, program cancellations, deferrals, and production volume reductions by various automakers. In response to the resulting lower demand for the Company's solutions in this space, the Company intends to reduce the cost structure of its transportation-related businesses. This is expected to include reallocation of resources to other parts of the business, along with workforce reductions. These actions are expected to commence in the second quarter of fiscal 2025, with an estimated cost of between $15 million and $20 million.

Quarterly Conference Call

ATS will host a conference call and webcast at 8:30 a.m. eastern on Thursday, August 8, 2024 to discuss its quarterly results. The listen-only webcast can be accessed live at www.atsautomation.com. The conference call can be accessed live by dialing (888) 660-6652 or (646) 960-0554 five minutes prior. A replay of the conference will be available on the ATS website following the call. Alternatively, a telephone recording of the call will be available for one week (until midnight August 15, 2024) by dialing (800) 770-2030 and using the access code 8782510.

About ATS

ATS Corporation is an industry-leading automation solutions provider to many of the world's most successful companies. ATS uses its extensive knowledge base and global capabilities in custom automation, repeat automation, automation products and value-added solutions including pre-automation and after-sales services, to address the sophisticated manufacturing automation systems and service needs of multinational customers in markets such as life sciences, transportation, food & beverage, consumer products, and energy. Founded in 1978, ATS employs over 7,000 people at more than 65 manufacturing facilities and over 85 offices in North America, Europe, Southeast Asia and Oceania. The Company's common shares are traded on the Toronto Stock Exchange

("TSX") and the New York Stock Exchange ("NYSE") under the symbol ATS. Visit the Company's website at www.atsautomation.com.

For more information, contact:	For general media inquiries, contact:
David Galison	Matthew Robinson
Head of Investor Relations	Director, Corporate Communications
ATS Corporation	ATS Corporation
730 Fountain Street North	730 Fountain Street North
Cambridge, ON, N3H 4R7	Cambridge, ON, N3H 4R7
(519) 653-6500	(519) 653-6500
dgalison@atsautomation.com	mrobinson@atsautomation.com

SOURCE: ATS Corporation

Consolidated Revenues

(In millions of dollars)

Revenues by type	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Revenues from construction contracts	$	395.0	$	508.8
Services rendered	171.2		142.3
Sale of goods	128.1		102.5
Total revenues	$	694.3	$	753.6
Revenues by market	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
---	---	---	---	---
Life Sciences	$	328.4	$	285.0
Transportation	144.4		218.5
Food & Beverage	96.8		130.6
Consumer Products	87.8		83.6
Energy	36.9		35.9
Total revenues	$	694.3	$	753.6

Consolidated Operating Results (In millions of dollars)

	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Earnings from operations	$	67.6	$	79.0
Amortization of acquisition-related intangible assets	17.6		18.6
Acquisition-related transaction costs	1.3		0.1
Acquisition-related inventory fair value charges	1.0		—
Mark to market portion of stock-based compensation	(1.3)		4.4
Adjusted earnings from operations1	$	86.2	$	102.1

1Non-IFRS Financial Measure, See “Non-IFRS and Other Financial Measures”

	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Earnings from operations	$	67.6	$	79.0
Depreciation and amortization	37.4		35.7
EBITDA1	$	105.0	$	114.7
Acquisition-related transaction costs	1.3		0.1
Acquisition-related inventory fair value charges	1.0		—
Mark to market portion of stock-based compensation	(1.3)		4.4
Adjusted EBITDA1	$	106.0	$	119.2

1Non-IFRS Financial Measure, See “Non-IFRS and Other Financial Measures”

Order Backlog by Market

(In millions of dollars)

As at	June 30, 2024		July 2, 2023
Life Sciences	$	990	$	783
Transportation	417		834
Food & Beverage	216		188
Consumer Products	150		134
Energy	109		84
Total	$	1,882	$	2,023

Reconciliation of Non-IFRS Measures to IFRS Measures

(In millions of dollars, except per share data)

The following table reconciles adjusted EBITDA and EBITDA to the most directly comparable IFRS measure (net income):

	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Adjusted EBITDA	$	106.0	$	119.2
Less: acquisition-related transaction costs	1.3		0.1
Less: acquisition-related inventory fair value charges	1.0		—
Less: mark to market portion of stock-based compensation	(1.3)		4.4
EBITDA	$	105.0	$	114.7
Less: depreciation and amortization expense	37.4		35.7
Earnings from operations	$	67.6	$	79.0
Less: net finance costs	19.5		16.9
Less: provision for income taxes	12.8		14.4
Net income	$	35.3	$	47.7

The following table reconciles adjusted earnings from operations, adjusted net income, and adjusted basic earnings per share to the most directly comparable IFRS measures (net income and basic earnings per share):

	Three Months Ended June 30, 2024										Three Months Ended July 2, 2023
	Earnings from operations		Finance costs		Provision for income taxes		Net<br>income		Basic<br>EPS		Earnings from operations		Finance costs		Provision for income taxes		Net<br>income		Basic<br>EPS
Reported (IFRS)	$	67.6	$	(19.5)	$	(12.8)	$	35.3	$	0.36	$	79.0	$	(16.9)	$	(14.4)	$	47.7	$	0.50
Amortization of acquisition-<br>     related intangibles	17.6		—		—		17.6		0.18		18.6		—		—		18.6		0.20
Acquisition-related inventory <br>     fair value charges	1.0		—		—		1.0		0.01		—		—		—		—		—
Acquisition-related <br>     transaction costs	1.3		—		—		1.3		0.01		0.1		—		—		0.1		—
Mark to market portion of <br>     stock-based <br>     compensation	(1.3)		—		—		(1.3)		(0.01)		4.4		—		—		4.4		0.05
Tax effect adjustments1	—		—		(4.7)		(4.7)		(0.05)		—		—		(5.8)		(5.8)		(0.06)
Adjusted (non-IFRS)	$	86.2					$	49.2	$	0.50	$	102.1					$	65.0	$	0.69

1Adjustments to provision for income taxes relate to the income tax effects of adjustment items that are excluded for the purposes of calculating non-IFRS based adjusted net income.

The following table reconciles organic revenue to the most directly comparable IFRS measure (revenue):

	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Organic revenue	$	658.2	$	704.7
Revenues of acquired companies	29.9		15.3
Impact of foreign exchange rate changes	6.2		33.6
Total revenue	$	694.3	$	753.6
Organic revenue growth	(12.7)%

The following table reconciles non-cash working capital as a percentage of revenues to the most directly comparable IFRS measures:

As at	June 30<br>2024		March 31<br>2024
Accounts receivable	$	568.2	$	471.3
Income tax receivable	13.3		13.4
Contract assets	726.4		704.7
Inventories	304.7		295.9
Deposits, prepaids and other assets	105.2		98.2
Accounts payable and accrued liabilities	(587.4)		(604.5)
Income tax payable	(39.5)		(44.7)
Contract liabilities	(365.4)		(312.2)
Provisions	(29.8)		(36.0)
Non-cash working capital	$	695.7	$	586.1
Trailing six-month revenues annualized	$	2,971.5	$	3,087.0
Working capital %	23.4%		19.0%

The following table reconciles net debt to the most directly comparable IFRS measures:

As at	June 30<br>2024		March 31<br>2024
Cash and cash equivalents	$	185.1	$	170.2
Bank indebtedness	(9.5)		(4.1)
Current portion of lease liabilities	(28.6)		(27.6)
Current portion of long-term debt	(0.2)		(0.2)
Long-term lease liabilities	(85.7)		(83.8)
Long-term debt	(1,289.8)		(1,171.8)
Net Debt	$	(1,228.7)	$	(1,117.3)
Adjusted EBITDA (TTM)	$	457.3	$	470.6
Net Debt to Adjusted EBITDA	2.7x		2.4x

The following table reconciles free cash flow to the most directly comparable IFRS measures:

(in millions of dollars)	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Cash flows used in operating activities	$	(35.4)	$	(107.8)
Acquisition of property, plant and equipment	(7.1)		(18.6)
Acquisition of intangible assets	(8.8)		(4.4)
Free cash flow	$	(51.3)	$	(130.8)

Certain non-IFRS financial measures exclude the impact on stock-based compensation expense of the revaluation of deferred share units and restricted share units resulting specifically from the change in market price of the Company's common shares between periods. Management believes the adjustment provides further insight into the Company's performance.

The following table reconciles total stock-based compensation expense to its components:

(in millions of dollars)	Q1 2025		Q4 2024		Q3 2024		Q2 2024		Q1 2024		Q4 2023		Q3 2023		Q2 2023
Total stock-based compensation expense	$	3.7	$	(4.3)	$	4.7	$	3.5	$	10.0	$	19.3	$	9.9	$	5.3
Less: Mark to market portion of stock-based <br>     compensation	(1.3)		(8.5)		(0.6)		(2.0)		4.4		15.1		5.6		1.0
Base stock-based compensation expense	$	5.0	$	4.2	$	5.3	$	5.5	$	5.6	$	4.2	$	4.3	$	4.3

INVESTMENTS, LIQUIDITY, CASH FLOW AND FINANCIAL RESOURCES (In millions of dollars, except ratios)

As at	June 30, 2024		March 31, 2024
Cash and cash equivalents	$	185.1	$	170.2
Debt-to-equity ratio1	0.88:1		0.79:1

1Debt is calculated as bank indebtedness, long-term debt and lease liabilities. Equity is calculated as total equity less accumulated other comprehensive income.

	Three Months Ended<br>June 30, 2024		Three Months Ended<br>July 2, 2023
Cash, beginning of period	$	170.2	$	159.9
Total cash provided by (used in):
Operating activities	(35.4)		(107.8)
Investing activities	(15.4)		(20.3)
Financing activities	65.2		92.4
Net foreign exchange difference	0.5		(0.7)
Cash, end of period	$	185.1	$	123.5

ATS CORPORATION

Interim Condensed Consolidated Statements of Financial Position

(in thousands of Canadian dollars - unaudited)

As at	June 30<br>2024		March 31<br>2024
ASSETS
Current assets
Cash and cash equivalents	$	185,086	$	170,177
Accounts receivable	568,205		471,345
Income tax receivable	13,278		13,428
Contract assets	726,427		704,703
Inventories	304,738		295,880
Deposits, prepaids and other assets	105,155		98,161
	1,902,889		1,753,694
Non-current assets
Property, plant and equipment	297,428		296,977
Right-of-use assets	108,044		105,661
Other assets	17,841		18,416
Goodwill	1,236,540		1,228,600
Intangible assets	671,665		679,547
Deferred income tax assets	7,875		5,904
	2,339,393		2,335,105
Total assets	$	4,242,282	$	4,088,799
LIABILITIES AND EQUITY
Current liabilities
Bank indebtedness	$	9,470	$	4,060
Accounts payable and accrued liabilities	587,442		604,488
Income tax payable	39,458		44,732
Contract liabilities	365,359		312,204
Provisions	29,755		35,978
Current portion of lease liabilities	28,568		27,571
Current portion of long-term debt	173		176
	1,060,225		1,029,209
Non-current liabilities
Employee benefits	24,915		24,585
Long-term lease liabilities	85,741		83,808
Long-term debt	1,289,758		1,171,796
Deferred income tax liabilities	78,582		81,353
Other long-term liabilities	15,506		14,101
	1,494,502		1,375,643
Total liabilities	$	2,554,727	$	2,404,852
EQUITY
Share capital	$	856,145	$	865,897
Contributed surplus	29,503		26,119
Accumulated other comprehensive income	74,650		64,155
Retained earnings	723,725		724,495
Equity attributable to shareholders	1,684,023		1,680,666
Non-controlling interests	3,532		3,281
Total equity	1,687,555		1,683,947
Total liabilities and equity	$	4,242,282	$	4,088,799

Please refer to complete Interim Condensed Consolidated Financial Statements for supplemental notes which can be found on the Company’s profile on SEDAR+ at www.sedarplus.com, the Company's profile on the U.S. Securities and Exchange Commission's website at www.sec.gov, and on the Company’s website at www.atsautomation.com.

ATS CORPORATION

Interim Condensed Consolidated Statements of Income

(in thousands of Canadian dollars, except per share amounts - unaudited)

For the three months ended	June 30<br>2024		July 2<br>2023
Revenues	$	694,270	$	753,649
Operating costs and expenses
Cost of revenues	487,623		540,925
Selling, general and administrative	135,331		123,684
Stock-based compensation	3,723		9,990
Earnings from operations	67,593		79,050
Net finance costs	19,518		16,946
Income before income taxes	48,075		62,104
Income tax expense	12,748		14,380
Net income	$	35,327	$	47,724
Attributable to
Shareholders	$	35,282	$	47,563
Non-controlling interests	45		161
	$	35,327	$	47,724
Earnings per share attributable to shareholders
Basic and diluted	$	0.36	$	0.50

Please refer to complete Interim Condensed Consolidated Financial Statements for supplemental notes which can be found on the Company’s profile on SEDAR+ at www.sedarplus.com, the Company's profile on the U.S. Securities and Exchange Commission's website at www.sec.gov, and on the Company’s website at www.atsautomation.com.

ATS CORPORATION

Interim Condensed Consolidated Statements of Cash Flows

(in thousands of Canadian dollars - unaudited)

For the three months ended	June 30<br>2024		July 2<br>2023
Operating activities
Net income	$	35,327	$	47,724
Items not involving cash
Depreciation of property, plant and equipment	7,771		6,792
Amortization of right-of-use assets	8,082		7,117
Amortization of intangible assets	21,589		21,729
Deferred income taxes	(4,896)		(10,010)
Other items not involving cash	200		1,309
Stock-based compensation	3,403		1,997
Change in non-cash operating working capital	(106,874)		(184,454)
Cash flows used in operating activities	$	(35,398)	$	(107,796)
Investing activities
Acquisition of property, plant and equipment	$	(7,106)	$	(18,566)
Acquisition of intangible assets	(8,809)		(4,409)
Business acquisitions, net of cash acquired	—		(5,148)
Proceeds from disposal of property, plant and equipment	517		7,858
Cash flows used in investing activities	$	(15,398)	$	(20,265)
Financing activities
Bank indebtedness	$	5,399	$	(2,484)
Repayment of long-term debt	(6,993)		(445,922)
Proceeds from long-term debt	118,664		184,095
Proceeds from exercise of stock options	60		950
Proceeds from U.S. initial public offering, <br>    net of issuance fees	—		362,757
Repurchase of common shares	(44,983)		—
Principal lease payments	(6,950)		(7,021)
Cash flows provided by financing activities	$	65,197	$	92,375
Effect of exchange rate changes on cash and cash equivalents	508		(661)
Increase (decrease) in cash and cash equivalents	14,909		(36,347)
Cash and cash equivalents, beginning of period	170,177		159,867
Cash and cash equivalents, end of period	$	185,086	$	123,520
Supplemental information
Cash income taxes paid	$	17,226	$	11,791
Cash interest paid	$	23,029	$	22,318

Please refer to complete Interim Condensed Consolidated Financial Statements for supplemental notes which can be found on the Company’s profile on SEDAR+ at www.sedarplus.com, the Company's profile on the U.S. Securities and Exchange Commission's website at www.sec.gov, and on the Company’s website at www.atsautomation.com.

Notice to Reader: Non-IFRS and Other Financial Measures

Throughout this document, management uses certain non-IFRS financial measures, non-IFRS ratios and supplementary financial measures to evaluate the performance of the Company.

The terms “EBITDA”, "organic revenue", “adjusted net income”, “adjusted earnings from operations”, “adjusted EBITDA”, “adjusted basic earnings per share”, and “free cash flow”, are non-IFRS financial measures, “EBITDA margin”, “adjusted earnings from operations margin”, “adjusted EBITDA margin”, "organic revenue growth", “non-cash working capital as a percentage of revenues”, and “net debt to adjusted EBITDA” are non-IFRS ratios, and "operating margin", “Order Bookings”, "organic Order Bookings", "organic Order Bookings growth", “Order Backlog”, and “book-to-bill ratio” are supplementary financial measures, all of which do not have any standardized meaning prescribed within IFRS and therefore may not be comparable to similar measures presented by other companies. Such measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. In addition, management uses “earnings from operations”, which is an additional IFRS measure, to evaluate the performance of the Company. Earnings from operations is presented on the Company’s consolidated statements of income as net income excluding income tax expense and net finance costs. Operating margin is an expression of the Company’s earnings from operations as a percentage of revenues. EBITDA is defined as earnings from operations excluding depreciation and amortization. EBITDA margin is an expression of the Company’s EBITDA as a percentage of revenues. Organic revenue is defined as revenues in the stated period excluding revenues from acquired companies for which the acquired company was not a part of the consolidated group in the comparable period. Organic revenue growth compares the stated period organic revenue with the reported revenue of the comparable prior period. Adjusted earnings from operations is defined as earnings from operations before items excluded from management’s internal analysis of operating results, such as amortization expense of acquisition-related intangible assets, acquisition-related transaction and integration costs, restructuring charges, the mark-to-market adjustment on stock-based compensation and certain other adjustments which would be non-recurring in nature (“adjustment items”). Adjusted earnings from operations margin is an expression of the Company’s adjusted earnings from operations as a percentage of revenues. Adjusted EBITDA is defined as adjusted earnings from operations excluding depreciation and amortization. Adjusted EBITDA margin is an expression of the entity’s adjusted EBITDA as a percentage of revenues. Adjusted basic earnings per share is defined as adjusted net income on a basic per share basis, where adjusted net income is defined as adjusted earnings from operations less net finance costs and income tax expense, plus tax effects of adjustment items and adjusted for other significant items of a non-recurring nature. Non-cash working capital as a percentage of revenues is defined as the sum of accounts receivable, contract assets, inventories, deposits, prepaids and other assets, less accounts payable, accrued liabilities, provisions and contract liabilities divided by the trailing two fiscal quarter revenues annualized. Free cash flow is defined as cash provided by operating activities less property, plant and equipment and intangible asset expenditures. Net debt to adjusted EBITDA is the ratio of the net debt of the Company (cash and cash equivalents less bank indebtedness, long-term debt, and lease liabilities) to adjusted EBITDA. Order Bookings represent new orders for the supply of automation systems, services and products that management believes are firm. Organic Order Bookings are defined as Order Bookings in the stated period excluding Order Bookings from acquired companies for which the acquired company was not a part of the consolidated group in the comparable period. Organic Order Bookings growth compares the stated period organic Order Bookings with the reported Order Bookings of the comparable prior period. Order Backlog is the estimated unearned portion of revenues on customer contracts that are in process and

have not been completed at the specified date. Book to bill ratio is a measure of Order Bookings compared to revenue.

Following amendments to ATS’ Restricted Share Unit ("RSU") Plan in 2022 to provide the Company with the option for settlement in shares purchased in the open market and the creation of the employee benefit trust to facilitate such settlement, ATS began to account for equity-settled RSUs using the equity method of accounting. However, prior RSU grants which will be cash-settled and deferred share unit ("DSU") grants which will be cash-settled are accounted for as described in the Company's annual consolidated financial statements and have volatility period over period based on the fluctuating price of ATS’ common shares. Certain non-IFRS financial measures (EBITDA, adjusted EBITDA, net debt to adjusted EBITDA, adjusted earnings from operations and adjusted basic earnings per share) exclude the impact on stock-based compensation expense of the revaluation of DSUs and RSUs resulting specifically from the change in market price of the Company's common shares between periods. Management believes that this adjustment provides insight into the Company's performance, as share price volatility drives variability in the Company's stock-based compensation expense.

Operating margin, adjusted earnings from operations, EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin are used by the Company to evaluate the performance of its operations. Management believes that earnings from operations is an important indicator in measuring the performance of the Company’s operations on a pre-tax basis and without consideration as to how the Company finances its operations. Management believes that organic revenue and organic revenue growth, when considered with IFRS measures, allow the Company to better measure the Company's performance and evaluate long-term performance trends. Organic revenue growth also facilitates easier comparisons of the Company's performance with prior and future periods and relative comparisons to its peers. Management believes that EBITDA and adjusted EBITDA are important indicators of the Company’s ability to generate operating cash flows to fund continued investment in its operations. Management believes that adjusted earnings from operations, adjusted earnings from operations margin, adjusted EBITDA, adjusted net income and adjusted basic earnings per share are important measures to increase comparability of performance between periods. The adjustment items used by management to arrive at these metrics are not considered to be indicative of the business’ ongoing operating performance. Management uses the measure “non-cash working capital as a percentage of revenues” to assess overall liquidity. Free cash flow is used by the Company to measure cash flow from operations after investment in property, plant and equipment and intangible assets. Management uses net debt to adjusted EBITDA as a measurement of leverage of the Company. Order Bookings provide an indication of the Company’s ability to secure new orders for work during a specified period, while Order Backlog provides a measure of the value of Order Bookings that have not been completed at a specified point in time. Both Order Bookings and Order Backlog are indicators of future revenues that the Company expects to generate based on contracts that management believes to be firm. Organic Order Bookings and organic Order Bookings growth allow the Company to better measure the Company's performance and evaluate long-term performance trends. Organic Order Bookings growth also facilitates easier comparisons of the Company's performance with prior and future periods and relative comparisons to its peers. Book to bill ratio is used to measure the Company’s ability and timeliness to convert Order Bookings into revenues. Management believes that ATS shareholders and potential investors in ATS use these additional IFRS measures and non-IFRS financial measures in making investment decisions and measuring operational results.

A reconciliation of (i) adjusted EBITDA and EBITDA to net income, (ii) adjusted earnings from operations to net income, (iii) adjusted net income to net income, (iv) adjusted basic earnings per share to basic earnings per share (v) free cash flow to its IFRS measure components and (vi) organic revenue to revenue, in each case for the three months ended June 30, 2024 and July 2, 2023 is contained in this document (see “Reconciliation of Non-IFRS Measures to IFRS Measures”). This document also contains a reconciliation of (i) non-cash working capital as a percentage of revenues and (ii) net debt to their IFRS measure components, in each case at both June 30, 2024 and March 31, 2024 (see “Reconciliation of Non-IFRS Measures to IFRS Measures”). A reconciliation of Order Bookings and Order Backlog to total Company revenues for the three months ended June 30, 2024 and July 2, 2023 is also contained in this news release (see “Order Backlog Continuity”).

Note to Readers: Forward-Looking Statements

This news release contains certain statements that may constitute forward-looking information and forward-looking statements within the meaning of applicable Canadian and United States securities laws ("forward-looking statements"). All such statements are made pursuant to the “safe harbour” provisions of Canadian provincial and territorial securities laws and the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts regarding possible events, conditions or results of operations that ATS believes, expects or anticipates will or may occur in the future, including, but not limited to: the value creation strategy; the Company’s strategy to expand organically and through acquisition, and the expected benefits to be derived; the ABM; disciplined acquisitions; various market opportunities for ATS; expanding in emerging markets; expectation on transportation revenues; conversion of opportunities into Order Bookings; the announcement of new Order Bookings and the anticipated timeline for delivery; potential impacts on the time to convert opportunities into Order Bookings; the Company’s Order Backlog partially mitigating the impact of variable Order Bookings; rate of Order Backlog conversion to revenue; the expected benefits where the Company engages with customers on enterprise-type solutions; the potential impact of the Company’s approach to market and timing of customer decisions on Order Bookings, performance period, and timing of revenue recognition; expected benefits with respect to the Company’s efforts to grow its product portfolio and after-sale service revenues; the ability of after-sales revenues and reoccurring revenues to provide some balance to customers’ capital expenditure cycles; initiatives in furtherance of the Company’s goal of expanding its adjusted earnings from operations margin over the long term and potential impact of supply chain disruptions; the range of reoccurring revenues as a percentage of total revenues; expectation of realization of cost and revenue synergies from integration of acquired businesses; the closing and completion of any planned acquisitions as anticipated; non-cash working capital levels as a percentage of revenues in the short-term and the long-term; reorganization activity, and its ability to improve the cost structure of the Company, and to be reallocated to growth areas, and the expected timing and cost of this reorganization activity; expectation in relation to meeting liquidity and funding requirements for investments; potential to use debt or equity financing to support strategic opportunities and growth strategy; underlying trends driving customer demand; potential impacts of variability in bookings caused by the strategic nature and size of electric vehicle programs; revenue growth in other markets and due to acquisitions to offset any reduced volumes from the electric vehicle program in fiscal 2025; expected capital expenditures for fiscal 2025; the uncertainty and potential impact on the Company’s business and operations due to the current macroeconomic environment including the impacts of infectious diseases or any epidemic or pandemic outbreak or resurgence, inflation, supply chain disruptions, interest rate changes, energy shortages, global price increases, events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other

companies in the financial services industry generally, and regional conflicts; and the Company’s belief with respect to the outcome of certain lawsuits, claims and contingencies.

Forward-looking statements are inherently subject to significant known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of ATS, or developments in ATS’ business or in its industry, to differ materially from the anticipated results, performance, achievements, or developments expressed or implied by such forward-looking statements. Important risks, uncertainties, and factors that could cause actual results to differ materially from expectations expressed in the forward-looking statements include, but are not limited to: the impact of regional or global conflicts; general market performance including capital market conditions and availability and cost of credit; performance of the markets that ATS serves; industry challenges in securing the supply of labour, materials, and, in certain jurisdictions, energy sources such as natural gas; impact of inflation; interest rate changes; foreign currency and exchange risk; the relative strength of the Canadian dollar; risks related to customer concentration; risks related to a recession, slowdown, and/or sustained downturn in the economy; impact of factors such as increased pricing pressure, increased cost of energy and supplies, and delays in relation thereto, and possible margin compression; the regulatory and tax environment; the emergence of new infectious diseases or any epidemic or pandemic outbreak or resurgence, and collateral consequences thereof, including the disruption of economic activity, volatility in capital and credit markets, and legislative and regulatory responses; the effect of events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transaction counterparties, or other companies in the financial services industry generally, or concerns or rumours about any events of these kinds or other similar risks, that have in the past and may in the future lead to market-wide liquidity problems; energy shortages and global prices increases; inability to successfully expand organically or through acquisition, due to an inability to grow expertise, personnel, and/or facilities at required rates or to identify, negotiate and conclude one or more acquisitions; or to raise, through debt or equity, or otherwise have available, required capital; that the ABM is not effective in accomplishing its goals; that ATS is unable to expand in emerging markets, or is delayed in relation thereto, due to any number of reasons, including inability to effectively execute organic or inorganic expansion plans, focus on other business priorities, or local government regulations or delays; that the timing of completion of new Order Bookings is other than as expected due to various reasons, including schedule changes or the customer exercising any right to withdraw the Order Booking or to terminate the program in whole or in part prior to its completion, thereby preventing ATS from realizing on the full benefit of the program; that some or all of the sales funnel is not converted to Order Bookings due to competitive factors or failure to meet customer needs; that the market opportunities ATS anticipates do not materialize or that ATS is unable to exploit such opportunities; failure to convert Order Backlog to revenue and/or variations in the amount of Order Backlog completed in any given quarter; timing of customer decisions related to large enterprise programs and potential for negative impact associated with any cancellations or non-performance in relation thereto; that the Company is not successful in growing its product portfolio and/or service offering or that expected benefits are not realized; that efforts to expand adjusted earnings from operations margin over long-term are unsuccessful, due to any number of reasons, including less than anticipated increase in after-sales service revenues or reduced margins attached to those revenues, inability to achieve lower costs through supply chain management, failure to develop, adopt internally, or have customers adopt, standardized platforms and technologies, inability to maintain current cost structure if revenues were to grow, and failure of ABM to impact margins; that after-sales or reoccurring revenues do not provide the expected balance to customers’ expenditure cycles; that reoccurring revenues are not in the expected range; that planned acquisitions

are not closed as anticipated or at all; that acquisitions made are not integrated as quickly or effectively as planned or expected and, as a result, anticipated benefits and synergies are not realized; non-cash working capital as a percentage of revenues operating at a level other than as expected due to reasons, including, the timing and nature of Order Bookings, the timing of payment milestones and payment terms in customer contracts, and delays in customer programs; that planned reorganization activity does not succeed in improving the cost structure of the Company or that the investment is not reallocated to growth areas, or is not completed at the cost or within the timelines expected, or at all; underlying trends driving customer demand will not materialize or have the impact expected; that capital expenditure targets are increased in the future or the Company experiences cost increases in relation thereto; risk that the ultimate outcome of lawsuits, claims, and contingencies give rise to material liabilities for which no provisions have been recorded; the consequence of activist initiatives on the business performance, results, or share price of the Company; the impact of analyst reports on price and trading volume of ATS’ shares; and other risks and uncertainties detailed from time to time in ATS' filings with securities regulators, including, without limitation, the risk factors described in ATS’ annual information form for the fiscal year ended March 31, 2024, which are available on the System for Electronic Data Analysis and Retrieval+ (SEDAR+) at www.sedarplus.com and on the U.S. Securities Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR) at www.sec.gov. ATS has attempted to identify important factors that could cause actual results to materially differ from current expectations, however, there may be other factors that cause actual results to differ materially from such expectations.

Forward-looking statements are necessarily based on a number of estimates, factors, and assumptions regarding, among others, management's current plans, estimates, projections, beliefs and opinions, the future performance and results of the Company’s business and operations; the ability of ATS to execute on its business objectives; initiatives in furtherance of the Company’s goal of expanding its adjusted earnings from operations margin over the long term and potential impact of supply chain disruptions; and general economic and political conditions, and global events, including any epidemic or pandemic outbreak or resurgence.

Forward-looking statements included in this news release are only provided to understand management’s current expectations relating to future periods and, as such, are not appropriate for any other purpose. Although ATS believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and ATS cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. ATS does not undertake any obligation to update forward-looking statements contained herein other than as required by law.