CELESTICA INC

In this Annual Report on Form 10-K for the year ended December 31, 2025 (referred to herein as "this Annual Report"), "Celestica," the "Corporation," the "Company," "we," "us" and "our" refer to Celestica Inc. and its subsidiaries.

In this Annual Report, the United States is referred to as the "U.S." Unless we indicate otherwise: (i) all dollar amounts are expressed in U.S. dollars; (ii) all references to "U.S.$" or "$" are to U.S. dollars and all references to "C$" are to Canadian dollars; and (iii) any references to a conversion between U.S.$ and C$ is a conversion at the average of the exchange rates in effect for the year ended December 31, 2025. During that period, based on the relevant noon buying rates in New York City for cable transfers in Canadian dollars, as certified for customs purposes by the Board of Governors of the U.S. Federal Reserve System, the average daily exchange rate was U.S.$1.00 = C$1.3973. Note that use of the word "including" in this Annual Report means "including, without limitation."

Unless we indicate otherwise, all information in this Annual Report is stated as of February 27, 2026.

Forward-Looking Statements and Risk Factor Summary

This Annual Report contains "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (U.S. Securities Act) and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (U.S. Exchange Act), and "forward-looking information" within the meaning of applicable Canadian securities laws (collectively, forward-looking statements), including, without limitation, statements related to: our priorities, intended areas of focus, targets, objectives and goals; our expanded capital investment plans and capacity additions and the funding therefor; market opportunities and investments in technology platforms and roadmaps; expected research and development and other capital expenditures; developments related to new customer or program wins; timing of production ramps, deliveries and availabilities of certain key components; anticipated economic conditions, industry and market trends and projections, underlying market growth rates, customer demand, prospects and opportunities; strategic initiatives; trends in our segments and/or their constituent businesses; the anticipated impact of current market conditions and customer-specific factors on each of our segments (and/or their constituent businesses) and near term expectations; potential restructuring and divestiture actions; our anticipated financial and/or operating results and outlook, including expected revenue increases and decreases (or remaining flat), as well as growth in certain segments, businesses and end markets; our strategies; our credit risk; the potential impact of acquisitions, or program wins, transfers, losses or disengagements; materials, component and supply chain constraints; anticipated expenses and other working capital requirements and contractual obligations (and intended methods of funding such items); the potential impact of trade policies between countries in which we conduct business (including the tariffs proposed and implemented by the U.S. government, and any reciprocal or retaliatory tariffs); the adoption, integration and use of artificial intelligence (AI) in manufacturing and service offerings and in certain of our internal processes; the impact of our price reductions and longer payment terms; our intended repatriation of certain undistributed earnings from non-Canadian subsidiaries; the potential impact of tax and litigation outcomes; investor dissatisfaction with inclusion, employee engagement, and other sustainability matters; our ability to use certain tax losses; planned investments in our business; the potential impact of the pace of technological changes (including with respect to AI technologies), customer outsourcing, program transfers, and the global economic environment; the intended method of funding Common Share repurchases; the impact of our outstanding indebtedness; liquidity and the sufficiency of our capital resources; our intention to settle outstanding share unit awards with our common shares (Common Shares); our financial statement estimates and assumptions; recently-issued accounting pronouncements and amendments; the potential adverse impacts of events outside of our control (including those described under "External Factors that May Impact our Business" below); mandatory prepayments under our credit facility; pension plan funding requirements and obligations, and the impact of annuity purchases; our compliance with covenants under our credit facility; refinancing debt at maturity; interest rates and expense; income tax incentives; expectations with respect to reporting units with goodwill; our future warranty obligations; cybersecurity threats and incidents; our intentions with respect to environmental assessments for newly-leased or acquired properties; our expectations with respect to expiring leases; our intention to retain earnings for general corporate purposes; costs in connection with our pursuit of acquisitions and strategic transactions; and expectations regarding the acceptance of offers to sell accounts receivable (A/R) under our A/R sales programs and supplier financing programs.

Forward-looking statements appear throughout this Annual Report, including, without limitation, in the following sections: Part I, Item 1, "Business," Part I, Item 1A, "Risk Factors," and Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A). Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as "believes," "expects," "anticipates," "estimates," "intends," "plans,"

"continues," "project," "target," "objective," "goal," "potential," "possible," "contemplate," "seek," or similar expressions, or may employ such future or conditional verbs as "may," "might," "will," "could," "should" or "would," or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995, where applicable, and applicable Canadian securities laws.

Forward-looking statements contained in this Annual Report are based on various assumptions, many of which involve factors that are beyond our control. Our material assumptions include: growth in manufacturing outsourcing from customers in diversified markets; technology upgrade cycles; our ability to retain programs and customers, including no unexpected customer or program transfers, losses or disengagements; no unforeseen adverse changes in our mix of businesses; no undue negative impact on our customers' ability to compete and succeed using products we manufacture and services we provide; continued growth in our segments and end markets; our ability to successfully diversify our customer base and develop new capabilities; anticipated demand levels across our businesses, including continued growth in the demand from data center customers; continued advancement and commercialization of AI technologies and cloud computing; supporting sustained high levels of capital expenditure investments by leading hyperscaler, AI and data center customers; scaling of our operations to meet the anticipated growth in customer demand; capital investments proceeding as anticipated, including timely completion of construction and operationalization of assets, securing required materials, utilities, and equipment for our expansion plans; alignment of our capacity with our business demands; the successful recruitment and retention of skilled talent; no significant unforeseen negative impacts to our operations; no unforeseen materials price increases, margin pressures, or other competitive factors affecting the contract design and manufacturing industry in general or our segments in particular; compliance by third parties with their contractual obligations; no material changes to tariffs or trade restrictions compared to what are in effect as of February 27, 2026; that our customers will retain liability for and we will continue to be able to recover substantially all costs from customers relating to product/component tariffs and countermeasures; no material changes in business activities resulting from current macroeconomic trends and uncertainties, including evolving global tariff and trade negotiations; our ability to achieve our strategic goals; our ability to keep pace with rapidly changing technological developments; the successful resolution of quality issues that arise from time to time; fluctuation of production schedules from our customers in terms of volume and mix of products or services; the timing and execution of, and investments associated with, ramping new programs; supplier performance and quality, pricing and terms; the costs and availability of components, materials, services, equipment, labor, energy and transportation; no significant decline in the global economy or in economic activity in our end markets due to a major recession, global trade tensions or otherwise; no unforeseen disruptions due to geopolitical factors (including war, tariffs and trade restrictions) causing significant negative impacts to economic activity, global or regional supply chains or normal business operations; that global inflation will not have a material impact on our revenues or expenses; the impact of anticipated market conditions on our businesses; the stability of currency exchange rates; the availability of cash generated from operations to fund planned capital investments; the availability of capital resources for, and the permissibility under our credit facility of, repurchases of outstanding Common Shares under our current normal course issuer bid (NCIB), and compliance with applicable laws and regulations pertaining to NCIBs; compliance with applicable credit facility covenants and the components of our leverage ratios (as defined in our credit facility); our maintenance of sufficient financial resources to fund currently anticipated financial actions and obligations and to pursue desirable business opportunities; global tax legislation changes; the timing, execution and effect of restructuring actions; and no unforeseen adverse changes in the regulatory environment.

Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Achievement of anticipated results is subject to substantial risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements, and you are cautioned not to put undue reliance on forward-looking statements. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law or by the rules and regulations of the U.S. Securities and Exchange Commission (SEC). You are advised, however, to consult any further disclosures we make on related subjects. Factors that might cause such differences include, but are not limited to, those discussed in the Risk Factor Summary below and in Part I, Item 1A of this Annual Report under the heading “Risk Factors,” which are incorporated herein by reference, and subsequent Quarterly Reports on Form 10-Q and other documents filed with the SEC, and as applicable, the Canadian Securities Administrators.

Risk Factor Summary

Forward-looking statements are provided to assist readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements are not guarantees of future performance and are subject to risks that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including, among others, as is described in more detail in Item 1A, “Risk Factors” and elsewhere in this Annual Report:

Risks Related to Our Business and Operations

•dependence on a limited number of customers and end markets and sensitivity to their investment cycles and operating conditions;

•managing changes in customer demand, which may impact our planning, supply chain execution and manufacturing;

•dependence on our customers' ability to compete and succeed using the products we manufacture and services we provide;

•dependence on third parties to supply certain materials and the quality, availability and cost of such materials;

•inventory risk related to our products and services;

•change in the mix of customers and/or the types of products or services we provide;

•new customers or programs, or the provision of new services, and variation in demand cycles related to new customers, programs and services;

•recruitment and retention of skilled talent in key jurisdictions;

•variability of revenue and operating results from period to period;

•increased capital expenditures to expand capacity to support anticipated growth in customer demand;

•difficulties expanding our operations or introducing new competencies or new offerings;

•quality and execution issues related to materials, testing, or other manufacturing or supply chain activities;

•disruptions to operations by events outside our control;

•disruptions to our information technology (IT) systems and IT infrastructure;

•dependence on winning competitive bid selection processes;

•changes to our operating model and implementation of such changes;

•risks associated with adoption, integration and use of AI in manufacturing and service offerings and certain internal processes;

•integration and other challenges with respect to our acquisitions and strategic transactions;

Risk Related to Our Industry

•adoption of AI and deployment of data center infrastructure are uncertain and constrained by power and water availability;

•we operate in a highly competitive industry with aggressive pricing dynamics;

•ability to keep pace with rapidly evolving technology;

Risks Related to the International Nature of our Business

•uncertain global economic and political environment;

•global operations and supply chain risks;

•geopolitical uncertainty and conflicts;

•foreign currency exchange rate fluctuations;

Financial Risks

•deterioration in financial markets or the macro-economic environment;

•volatility in energy and commodity prices related to our production and transportation activities;

•rising labor costs and increases in competition for specific talent/resources;

•financial and reputational risks related to non-performance by counterparties;

•use of cash, debt and equity financing to complete future acquisitions or fund operations;

•interest rate fluctuations and their potential impact on our credit agreement;

•impairment charges and operating losses related to long-lived assets or goodwill;

•increasing income and other taxes, tax audits and the challenges of successfully defending our tax positions;

•ability to achieve some or all of the expected benefits from our restructuring activities;

•ability to prevent or detect all errors or fraud;

•total return swap agreement (TRS Agreement) and the potential impacts of decreases in the price of our Common Shares, counterparty risk and interest rate risk;

•potential downgrading of our credit ratings;

•compliance with credit facility covenants;

•third-party debt may reduce our ability to fund acquisitions/capital expenditures;

•risks associated with refinancing outstanding indebtedness from time to time and the potential inability to refinance on favorable terms, or at all;

•potential obligations to make larger contributions to pension and other benefit plans;

•changes in judgments, estimates and assumptions used in preparation of our financial statements;

Legal/Regulatory Risks

•ability to adequately protect our intellectual property (IP) or the IP of others;

•uncertainty regarding trade agreements and free trade generally as a result of changes in U.S. policies or legislation;

•negative impacts on demand for our services and reputation, or increased costs, related to product liability/warranty claims;

•compliance with customer-driven policies and standards, and third-party certification requirements;

•compliance with governmental laws, regulations, and obligations;

•litigation and proceedings which may result in substantial expenses, costs or judgments, require the attention of key management resources and result in adverse publicity;

•compliance with employment laws and regulations;

•changes in accounting standards which may impact our reported operating results, profitability and financial performance;

Risks Related to our Common Shares

•volatility in the market price of our Common Shares;

•determination not to repurchase Common Shares for cancellation;

•potential dilution from equity compensation and other share issuances; and

General Risk Factors

•negative publicity.

All forward-looking statements attributable to us are expressly qualified by the cautionary statements included in this Annual Report.