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•	our customers' ability to compete and succeed with our products and services;

•	customer and segment concentration;

•	challenges of replacing revenue from completed or lost programs or customer disengagements;

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

•	the impact on gross profit of higher concentration of lower margin programs;

•	price, margin pressures, and other competitive factors affecting, and the highly competitive nature of, the EMS industry in general and our CCS segment in particular;

•	the cyclical nature of our capital equipment business, in particular our semiconductor business;

•	delays in the delivery and availability of components, services and materials;

•	the expansion or consolidation of our operations;

•	defects or deficiencies in our products, services or designs;

•	integrating acquisitions and "operate-in-place" arrangements, and achieving the anticipated benefits therefrom;

•	negative impacts on our business resulting from recent increases in third-party indebtedness;

•	our response to changes in demand, rapidly evolving and changing technologies, and changes in our customers' business and outsourcing strategies;

•	customer, competitor and/or supplier consolidation;

•	compliance with social responsibility initiatives;

•	challenges associated with new customers or programs, or the provision of new services;

•	the impact of our restructuring actions;

•	the incurrence of future restructuring charges, impairment charges or other write-downs of assets;

•	managing our operations, growth initiatives and our working capital performance during uncertain market and economic conditions;

•	disruptions to our operations, or those of our customers, component suppliers and/or logistics partners, including as a result of global or local events outside of our/their control and the impact of significant tariffs on items imported into the U.S.;

•	changes to our operating model;

•	changing commodity, materials and component costs as well as labor costs and conditions;

•	retaining or expanding our business due to execution and quality issues (including our ability to successfully resolve these challenges);

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•	non-performance by counterparties (including the financial institutions party to our purchased annuities and other financial counterparties, key suppliers and/or customers);

•	maintaining sufficient financial resources and working capital to fund currently anticipated financial obligations and to pursue desirable business opportunities;

•	negative impacts on our business resulting from any significant uses of cash, securities issuances, and/or additional third-party indebtedness for acquisitions or to otherwise fund our operations;

•	our financial exposure to foreign currency volatility;

•	recruiting or retaining skilled talent;

•	our dependence on industries affected by rapid technological change;

•	increasing taxes, tax audits, and challenges of defending our tax positions;

•	obtaining, renewing or meeting the conditions of tax incentives and credits;

•	the relocation of our corporate headquarters;

•	computer viruses, malware, hacking attempts or outages that may disrupt our operations;

•	the management of our IT systems and our ability to protect confidential information;

•	the variability of revenue and operating results;

•	compliance with applicable laws, regulations, and government grants;

•	our pension obligations;

•	interest rate fluctuations and changes to LIBOR; and

•	current or future litigation, governmental actions, and/or changes in legislation.

•	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 business;

•	the successful pursuit, completion and integration of acquisitions;

•	the success of our customers' products;

•	our ability to retain programs and customers;

•	the stability of general economic and market conditions, currency exchange rates and interest rates;

•	supplier performance, pricing and terms;

•	compliance by third parties with their contractual obligations and the accuracy of their representations and warranties;

•	the costs and availability of components, materials, services, equipment, labor, energy and transportation;

•	that our customers will retain liability for recently-imposed tariffs and countermeasures;

•	our ability to keep pace with rapidly changing technological developments;

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•	the impact of recent U.S. tax reform on our operations;

•	the timing, execution and effect of our restructuring actions, including our cost efficiency initiative;

•	the successful resolution of quality issues that arise from time to time;

•	our having sufficient financial resources and working capital to fund currently anticipated financial obligations and to pursue desirable business opportunities;

•	our ability to successfully diversify our customer base and develop new capabilities;

•	the availability of cash resources for repurchases of outstanding subordinate voting shares;

•	that we achieve the expected benefits from our recent acquisitions;

•	the impact of the CCS Review on our business; and

•	the magnitude of anticipated losses in our capital equipment business in the first quarter of 2019.

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*	Financial information for 2016 and 2017 has been restated to reflect our January 1, 2018 adoption of IFRS 15. See footnote (1) below.

(1)	Changes in accounting policies:

(2)	SG&A expenses include research and development costs of $28.8 million in 2018, $26.2 million in 2017, $24.9 million in 2016, $23.2 million in 2015, and $19.7 million in 2014.

(3)

Other charges in 2014 totaled $37.1 million, comprised primarily of: (a) a non-cash impairment of $40.8 million against the goodwill of our semiconductor business resulting from our annual impairment assessment; and (b) a non-cash settlement loss of $6.4 million relating to the purchase of annuities for the defined benefit component of a certain pension plan, offset in part by: (i) an $8.0 million recovery of damages resulting from the settlement of class action lawsuits in which we were a plaintiff; and (ii) a $2.1 million net reversal of restructuring charges.

(4)	Refund interest income represents the refund of interest on cash then-held on account with tax authorities in connection with the resolution of certain previously-disputed tax matters in 2016. See notes 17 and 20 to the Consolidated Financial Statements in Item 18.

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(5)	Finance costs are comprised primarily of interest expenses and fees related to our credit facility (including our term loans commencing in 2015), our interest rate swaps (commencing in 2018), our accounts receivable sales program, and a customer supplier financing program. See notes 5, 12 and 17 to the Consolidated Financial Statements in Item 18.

(6)	Calculated as current assets less current liabilities.

(7)	Borrowings under our credit facility do not include our finance lease obligations.

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•	labor unrest and differences in regulations and statutes governing employee relations, including increased scrutiny of labor practices within our industry;

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•	the volume and timing of customer demand relative to our capacity;

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•	the typical short life cycle of our customers' products and success in the marketplace of our customers' products;

•	the cyclical nature of customer demand in several of our businesses;

•	customers' financial condition;

•	changes to our mix of customers, programs and/or end market demand;

•	how well we execute on our operational strategies, and the impact of changes to our business model;

•	varying revenues and gross margins among geographies and programs for the products or services we provide;

•	pricing pressures, the competitive environment and contract terms and conditions;

•	upfront investments and challenges associated with the ramping of programs for new or existing customers;

•	provisions or charges resulting from unexpected changes in market conditions impacting our industry or the end markets we serve;

•	customer disengagements or terminations of customer programs;

•	the timing of expenditures in anticipation of future orders;

•	our effectiveness in planning production and managing inventory, fixed assets and manufacturing processes;

•	operational inefficiencies and disruptions in production at individual sites;

•	changes in cost and availability of commodities, materials, components, services and labor;

•	current or future litigation;

•	seasonality in quarterly revenue patterns across some of our businesses;

•	governmental actions or changes in legislation;

•	currency fluctuations; and

•	changes in U.S. and global economic and political conditions and world events.

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•	Our Values, developed with input from our employees to reflect the characteristics and behaviors that are core to Celestica;

•	Our Business Conduct Governance Policy, which outlines the ethics and practices we consider necessary for a positive working environment and the high legal and ethical standards to which our employees are held accountable; and

•

The Code of Conduct of the RBA, of which we were a founding (and remain a) member. The RBA's Code of Conduct outlines industry standards intended to ensure that working conditions in the supply chain are safe, workers are treated with respect and dignity, and manufacturing processes are environmentally responsible. We are continually working to implement, manage and audit our compliance with the RBA's Code of Conduct.

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(1)	Represents estimated square footage being used.

(2)	No owned or leased real properties are pledged as security under the New Credit Facility.

(3)	Represents multiple locations.

(4)	With respect to these locations, the land is leased, and the buildings are either owned or leased by us.

(5)

On July 23, 2015, we entered into an agreement (which was amended in September of 2018) to sell our real property located in Toronto, Ontario, which includes the site of our corporate headquarters and our Toronto manufacturing operations. The closing of the transaction occurred on March 7, 2019. In anticipation of the sale, in November 2017, we entered into a long-term lease in the Greater Toronto area for our new manufacturing operations. We completed this relocation in February 2019. As part of the sale, we will enter into a long-term lease for our new corporate headquarters on commercially reasonable arm’s-length terms. In connection therewith, we are relocating our corporate headquarters to a temporary location while space in a new office building (to be built by the purchaser of the property on the site of our current location) is under construction, and entered into a three-year lease for such temporary offices in September 2018. The temporary office relocation is currently expected to be completed by the end of the first half of 2019. We have incurred significant capitalized and transition costs throughout the transition period (which commenced in the fourth quarter of 2017) in connection with these relocations. We incurred approximately $17 million in capitalized building improvement and equipment costs for the new manufacturing location through February 13, 2019, and expect to incur: (i) approximately $6 million in capitalized building improvement costs in connection with our temporary office relocation (approximately $1 million of which has been incurred through February 13, 2019), and (ii) up to approximately $20 million in transition costs through the end of the second quarter of 2019 (approximately $16 million of which has been incurred through February 13, 2019). All of such costs have been, and the remainder are expected to be, funded from cash on hand. See Item 5, "Operating and Financial Review and Prospects — Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity — Toronto Real Property and Related Transactions."

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(1)	Consists of: (i) in 2018, $111.2 million of goodwill attributable to our acquisition of Impakt, and $19.5 million attributable to a prior acquisition (Prior Goodwill); and (ii) in 2017 and 2016, the Prior Goodwill.

(2)	Consists of $3.7 million of goodwill attributable to our acquisition of Karel completed in 2016.

(3)	Consists of $64.0 million of goodwill attributable to our acquisition of Atrenne completed in 2018.

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(i)

Represents mandatory principal repayment obligations for our borrowings under the New Revolver and New Term Loans (based on amounts outstanding as of December 31, 2018), which mature in June 2023 and June 2025, respectively, and excludes related interest and fees. The Term Loans require mandatory aggregate quarterly principal repayments of $1.5 million until their maturity (when remaining amounts outstanding are due), and borrowings under the New Revolver are due upon maturity. Borrowings under the New Revolver bear interest for the period of the draw at LIBOR, Canadian Prime, or Base Rate (each as defined in the New Credit Facility) plus a specified margin, or in the case of any bankers' acceptance, at the B/A Discount Rate (as defined in the New Credit Facility). The margin for borrowings under the New Revolver ranges from 0.75% to 2.5%, depending on the rate we select and our consolidated leverage ratio. As a result of our use of the accordion feature of the New Credit Facility in November 2018, interest on the June Term Loan increased from LIBOR plus 2.0% to LIBOR plus 2.125%. The November Term Loan currently bears interest at LIBOR plus 2.5%. Based on the rates and the principal amount outstanding under the New Term Loans ($598.3 million) and the New Revolver (other than $21.3 million in letters of credit, $159.0 million) as of December 31, 2018, and including the impact of our interest rate swap agreements, interest and fees are estimated to be approximately $10 million per quarter. Actual amounts could differ materially from these estimates. Payment defaults under the credit facility will incur interest on unpaid amounts at an annual rate equal to the sum of (i) 2%, plus (ii) the rate per annum otherwise applicable to such unpaid amounts, or if no rate is specified or available, the rate per annum applicable to Base Rate revolving loans. If an event of default occurs and is continuing, the administrative agent may declare all advances on the facility to be immediately due and payable, and may cancel the lenders' commitments to make further advances thereunder. See “Capital Resources” below and note 12 to our 2018 AFS for a description of our credit facility, including amounts outstanding thereunder, repayment dates and interest obligations.

(ii)

Based on our latest actuarial valuations, we estimate our funding requirement for 2019 to be $12.0 million (2018 — $13.3 million; 2017 — $11.9 million). See note 19 to our 2018 AFS. A significant deterioration in the asset values or asset returns could lead to higher than expected future contributions. Risks and uncertainties associated with actuarial valuation measurements may also result in higher future cash contributions. We fund our pension contributions from cash on hand. Although we have defined benefit plans that are currently in a net unfunded position, we do not expect our pension obligations will have a material adverse impact on our future results of operations, cash flows or liquidity.

(iii)

Represents outstanding purchase orders with suppliers to acquire inventory. These purchase orders are generally short-term in nature and legally binding. However, a substantial portion of these purchase orders are for standard inventory items which we have procured for specific customers based on their purchase orders or forecasts, under which such customers have contractually assumed liability for such material, if not consumed.

(iv)	Represents obligations under IT support agreements.

(v)

This table excludes $25.5 million of long-term deferred income tax liabilities and $20.6 million of provisions and other non-current liabilities primarily pertaining to warranties and asset retirement obligations, as we are unable to reliably estimate the timing of any future payments related thereto. However, long-term liabilities included in our consolidated balance sheet include these items. In addition, our interest rate swap agreements require us to pay a fixed rate of interest with respect to an aggregate of $350.0 million outstanding under the New Term Loans. These payments, however, are partially offset by related interest we receive, based on the variable interest rates swapped. As the offsets are not determinable and vary from quarter to quarter, this table also excludes the interest payments on our interest rate swap agreements.

(iii)

Our capital spending varies each period based on the timing of new business wins and forecasted sales levels. Based on our current operating plans, we anticipate capital spending for 2019 to be approximately 1.5% to 2.0% of revenue, and expect to fund these expenditures from cash on hand and through the financing agreements described below under “Capital Resources.” As at December 31, 2018, we had committed $33.6 million for capital expenditures, principally for machinery and equipment to support new customer programs. Of such amount, approximately 25% is committed for Asia, approximately 25% is committed for North America (excluding Canada), approximately 30% is committed for Europe, and approximately 20% is committed for Canada (primarily for building improvements related to our temporary corporate headquarters).

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(1)	Chair of the Board since April 2012.

(2)	Director since February 1, 2019.

(3)	Director since April 27, 2018.

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*	Onex holds an approximate 80% voting interest in Celestica. See "Controlling Shareholder Interest" under Item 4(B) above.

*	Mr. DiMaggio was serving as a director of Greatwide Logistics Services, Inc., a privately held company, when that entity filed for bankruptcy in 2008.

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*	Onex holds an approximate 80% voting interest in Celestica. See "Controlling Shareholder Interest" under Item 4(B) above.

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(1)	Does not include Mr. Mionis, President and Chief Executive Officer (“CEO”) of the Corporation, whose compensation is set out in Table 15. Does not include fees payable to Onex for the service of Mr. Popatia as a director, which is described in footnote 7 to Table 2.

(2)

Directors may also receive further retainers and meeting fees for participation on ad hoc committees. No fees were paid for participation on the Director Search Committee (an ad hoc committee formed to identify potential new directors) during 2018. The Board has the discretion to grant supplemental equity awards to individual directors as deemed appropriate (no such discretion was exercised in 2018).

(3)	Paid on a quarterly basis.

(4)	The travel fee is available only to directors who travel outside of their home state or province to attend a Board or Committee meeting.

(5)	The Chair of the Board also served as the Chair of the Nominating and Corporate Governance Committee in 2018, for which no additional fee was paid.

(6)	Credited on a quarterly basis. The number of DSUs granted are calculated by dividing the notional cash amount for the quarter by the closing price of SVS on the NYSE on the last business day of such quarter. If no election is made, 100% of a director’s aggregate annual retainer and travel fees will be paid in DSUs.

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(1)

Directors were required to elect to receive either 75% or 100% of their 2018 Annual Fees (set forth in the “Total Fees” column above) in DSUs (i.e., at least 75% of such fees were payable in DSUs in 2018). The Annual Fees received by directors in DSUs for 2018 were credited quarterly, and the number of DSUs granted in respect of the amounts credited quarterly was determined using the closing price of the SVS on the NYSE on the last business day of each quarter, which was $10.35 on March 29, 2018, $11.87 on June 29, 2018, $10.83 on September 28, 2018 and $8.77 on December 31, 2018.

(2)

Amounts in this column for each of Messrs. Chopra, DiMaggio and Ryan and Ms. Koellner (who elected to receive 75% of their 2018 Annual Fees in DSUs), represent the grant date fair value of DSUs issued in respect of 75% of their 2018 Annual Fees. Amounts in this column for each of Messrs. Etherington and Wilson and Ms. Perry (who elected to receive 100% of their Annual Fees paid in DSUs), represent the grant date fair value of DSUs issued in respect of 100% of their 2018 Annual Fees. The grant date fair value of the grants is the same as their accounting value.

(3)	Amounts in this column for Messrs. Chopra, DiMaggio and Ryan and Ms. Koellner represent the portion of their 2018 Annual Fees (25%), which they elected to have paid in cash.

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(4)	Mr. Chopra was elected to the Board of Directors effective April 27, 2018.

(5)	During 2018, Mr. Etherington was the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee. Mr. Etherington received an annual Board Chair retainer fee in the amount of $360,000. He did not receive a committee chair annual retainer in his capacity as Chair of the Nominating and Corporate Governance Committee.

(6)	Represents the annual retainer for the Chair of the Audit Committee.

(7)

Mr. Popatia is an officer of Onex and did not receive any compensation in his capacity as a director of the Corporation in 2018; however, Onex received compensation for providing the services of Mr. Popatia as a director in 2018 pursuant to a Services Agreement between the Corporation and Onex, entered into on January 1, 2009 (as amended January 1, 2017, the “Services Agreement”). The Services Agreement automatically renews for successive one year terms unless the Corporation or Onex provide notice of intent not to renew. The Services Agreement terminates automatically and the rights of Onex to receive compensation (other than accrued and unpaid compensation) will terminate (a) 30 days after the first day on which Onex ceases to hold at least one MVS of Celestica or any successor company or (b) the date Mr. Popatia ceases to be a director of Celestica, for any reason. Onex receives compensation under the Services Agreement in an amount equal to $235,000 per year (consistent with current annual Board retainer fees), payable in DSUs in equal quarterly installments in arrears. The number of DSUs is determined using the closing price of the SVS on the NYSE on the last day of the fiscal quarter in respect of which the instalment is to be credited.

(8)	Represents the annual retainer for the Chair of the Compensation Committee.

(1)	Represents all outstanding DSUs, including the regular quarterly grant of DSUs issued on January 1, 2019 in respect of the fourth quarter of 2018.

(2)	The market value of DSUs was determined using a share price of $8.77, which was the closing price of the SVS on the NYSE on December 31, 2018.

(3)	Mr. Chopra was elected to the Board of Directors effective April 27, 2018.

(4)	Mr. Popatia had no share-based awards from the Corporation outstanding as of December 31, 2018; however 219,139 DSUs have been issued to Onex (and are outstanding) pursuant to the Services Agreement since its inception, including 22,749 DSUs issued to Onex for the services of Mr. Popatia as a director of the Corporation in 2018. For further information see footnote 7 to Table 2.

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(1)	Information as to SVS beneficially owned, or controlled or directed, directly or indirectly, is not within the Corporation’s knowledge and therefore has been provided by each individual set forth in the table.

(2)	Mr. Cascella was appointed to the Board of Directors effective February 1, 2019. Mr. Chopra was elected to the Board of Directors effective April 27, 2018.

(3)	As of February 13, 2019, Mr. Etherington also owned 10,000 subordinate voting shares of Onex and Mr. Popatia owned 8,894 subordinate voting shares of Onex. Other than Messrs. Etherington and Popatia, no director of the Corporation during 2018 owned, and no current director nominee owns, shares of Onex.

(4)	22,749 DSUs were issued to Onex for the services of Mr. Popatia as a director of the Corporation in 2018. 219,139 DSUs have been issued to Onex (and are outstanding) pursuant to the Services Agreement since its inception. Onex’s beneficial ownership of securities of the Corporation (which does not include DSUs) is set forth in footnote 2 to the Major Shareholder’s Table in Item 7(A).

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(1)	As President and CEO of the Corporation, Mr. Mionis is subject to the Executive Share Ownership Guidelines. As an officer of Onex, Mr. Popatia is not subject to the Director Share Ownership Guidelines. Mr. Cascella will be required to comply with the Director Share Ownership Guidelines within five years of his appointment to the Board.

(2)	The value of the aggregate number of SVS and DSUs held by each director is determined using a share price of $8.77, which was the closing price of the SVS on the NYSE on December 31, 2018.

(3)	Mr. Chopra was elected to the Board of Directors effective April 27, 2018 and he is required to comply with the Director Share Ownership Guidelines within five years of his election.

(1)	Mr. Cascella was appointed to the Board of Directors effective February 1, 2019. Mr. Chopra was elected to the Board of Directors effective April 27, 2018.

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•	Michael P. McCaughey – President, CCS (effective January 1, 2019, Mr. McCaughey’s title was changed to Advisor);

•	John “Jack” J. Lawless – President, ATS; and

•

Non-IFRS operating margin is defined as non-IFRS operating earnings divided by revenue. Non-IFRS operating earnings is defined as earnings before income taxes, finance costs (consisting of interest and fees relating to the Corporation’s credit facility, accounts receivable sales program and a customer’s supplier financing program), amortization of intangible assets (excluding computer software), and in applicable periods, employee stock based compensation expense, net restructuring and other charges (recoveries) (consisting of restructuring charges (recoveries), acquisition-related consulting, transaction, and integration costs, legal settlements (recoveries), Toronto transition costs (recoveries), and the accelerated amortization of unamortized deferred financing costs), impairment charges (recoveries), charges relating to the Corporation’s solar panel manufacturing business (“Solar Charges”) and acquisition inventory fair value adjustments (“FVAs”).

•	Adjusted ROIC is determined by dividing non-IFRS operating earnings by average net invested capital, where net invested capital consists of the following IFRS measures: total assets less cash, accounts payable, accrued and other current liabilities and provisions, and income taxes payable, using a five-point average to calculate average net invested capital for the year.

•

Adjusted EPS is determined by dividing non-IFRS adjusted net earnings by the weighted average number of diluted shares for the applicable period. Non-IFRS adjusted net earnings is defined as net earnings before amortization of intangible assets (excluding computer software), and in applicable periods, employee stock based compensation expense, net restructuring and other charges (recoveries) (as defined above), impairment charges (recoveries), Solar Charges, FVAs, the tax impact of the foregoing items, and non-core tax impacts (tax adjustments related to acquisitions, and certain other tax costs or recoveries related to restructuring actions or restructured sites).

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•	ensure executives are compensated fairly and in a way that does not result in the Corporation incurring undue risk or encouraging executives to take inappropriate risks;

•	provide competitive fixed compensation (i.e., base salary and benefits), as well as a substantial amount of at-risk pay through our annual and equity‑based incentive plans;

•	reward executives, through both annual cash incentives and long-term equity‑based incentives, for achieving operational and financial results that meet or exceed the Corporation’s business plan and that are superior to those of direct competitors in the electronics manufacturing services (“EMS”) industry;

•	align the interests of executives and shareholders through long-term equity‑based compensation;

•	recognize tenure and utilize a multi-year approach for setting and transitioning target compensation for executives who are new in their role;

•	reflect internal equity, recognize fair and appropriate compensation levels relative to differing roles and responsibilities, and encourage executives to work as a team to achieve corporate results; and

•	ensure direct accountability for the annual operating results and the long-term financial performance of the Corporation.

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(1)

Services for 2018 and 2017 included support on executive compensation matters that are part of its annual agenda (e.g., executive compensation competitive market analysis, review of trends in executive compensation, peer group review, pay-for-performance analysis and assistance with executive compensation-related disclosure), annual valuation of PSUs for accounting purposes, TSR peer group analysis, attendance at all Compensation Committee meetings, and support with ad-hoc executive compensation issues that arose throughout the year. Services for 2018 also included a compensation risk assessment and the 2018 Review of director compensation. Services for 2017 also included advice on incentive plan design changes and research and commentary on strategic incentive awards.

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(1)	All data was provided by the Compensation Consultant (sourced by it from Standard & Poor’s Capital IQ), reflecting fiscal year 2017 revenue for each company, and is presented in U.S. dollars.

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•	accepts employment with, or accepts an engagement to supply services, directly or indirectly to, a third party that is in competition with the Corporation or any of its subsidiaries; or

•	fails to comply with, or otherwise breaches, the terms and conditions of a confidentiality agreement or non‑disclosure agreement with, or confidentiality obligations to, the Corporation or any of its subsidiaries; or

•	on his or her behalf or on another’s behalf, directly or indirectly recruits, induces or solicits, or attempts to recruit, induce or solicit any current employee or other individual who is/was supplying services to the Corporation or any of its subsidiaries.

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•	align the NEOs’ interests with those of shareholders and incent appropriate behaviour for long‑term performance;

•	reward the NEOs’ contributions to the Corporation’s long‑term success; and

•	enable the Corporation to attract, motivate and retain qualified and experienced employees.

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•	non-IFRS adjusted ROIC was eliminated as a performance measure for the CPF portion of the CTI. Instead, 50% of the CPF was based on the achievement of specified revenue goals and 50% of the CPF was based on the achievement of specified non-IFRS operating margin goals;

•	the equity mix changed to 40% RSUs and 60% PSUs (the previous mix was 50% RSUs and 50% PSUs); and

•

the number of PSUs that will actually vest continues to range from 0% to 200% of the target number granted. The vesting level will be primarily based on the Corporation’s non-IFRS operating margin (in the final year of the three-year performance period (“EBIAT Result”), and subject to modification by the Corporation’s average annual non-IFRS adjusted ROIC achievement over the performance period (“ROIC Factor”) and relative TSR achievement (“TSR Factor”) over the performance period. See NEO Equity Awards and Mix below.

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(1)	Revenue means the Corporation’s annual revenue.

(2)	Notwithstanding that the performance of the revenue measure was in excess of target, that metric was capped at target performance based on the design of the CTI plan, which limits payment on the revenue measure if non-IFRS operating margin is below target performance.

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(1)	The Target Incentive for each of Messrs. Mionis, Chawla, McCaughey and Lawless was not changed from 2017. Mr. Cooper’s Target Incentive was determined upon his appointment as Chief Operations Officer effective January 4, 2018 based on the scope of his responsibilities.

(2)	Award amounts in these columns are calculated based on an IPF of 1.0.

(3)	As Mr. Cooper was appointed on January 4, 2018, his Target Award is equal to his Target Incentive multiplied by the prorated amount of his annualized salary for 2018.

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(1)	Grants were based on a share price of $10.51, which was the closing price of the SVS on the NYSE on January 29, 2018 (the last business day before the date of grant).

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(1)

All amounts in this column represent the grant date fair value of share-based awards. Amounts in this column for 2018 represent RSU and PSU grants made on January 30, 2018 to all NEOs. Grants were based on a share price of $10.51, which was the closing price of the SVS on the NYSE on January 29, 2018 (the day prior to the date of the grant). Amounts in this column for 2017 represent: (i) RSU and PSU grants made on January 31, 2017 to all NEOs; (ii) for Mr. Chawla, includes the additional one-time RSU grant made on June 5, 2017; and (iii) for Mr. Cooper, includes a one-time RSU grant made on December 15, 2017. The one-time RSU grant to Mr. Cooper was made following the acceptance of his employment terms with Celestica in recognition of the forfeiture of his unvested equity with his previous employer and to incentivize Mr. Cooper to join Celestica in a timely fashion. Grants for 2017 were based on a share price of $13.66, which was the closing price of the SVS on the NYSE on January 30, 2017 (the day prior to the date of the grant), except for (i) the one-time additional grant made to Mr. Chawla, which was based on a share price of $14.01, which was the closing price of the SVS on the NYSE on June 2, 2017 (the last business day prior to the date of the grant); and (ii) the one-time grant made to Mr. Cooper, which was based on a share price of $10.32, which was the closing price of the SVS on the NYSE on December 14, 2017 (the last business day prior to the date of the grant). Amounts in this column for 2016 represent RSU and PSU grants made on February 1, 2016 under the CSUP. Grants were based on a share price of $9.06, which was the closing price of the SVS on the NYSE on January 29, 2016 (the day prior to the date of grant). See Compensation Discussion and Analysis – Compensation Elements for the Named Executive Officers – Equity‑Based Incentives for a description of the process followed in determining the grants for 2018, and see Compensation Discussion and Analysis – 2018 Compensation Decisions – Equity‑Based Incentives for a description of the vesting terms of the RSU and PSU awards. Commencing with the annual equity grants made in 2016, grants made in-year are reported for such year rather than the most recently completed year.

(2)

The estimated accounting fair value of the share‑based awards is calculated using the market price of SVS as defined under each of the plans and various fair value pricing models. The grant date fair value of the RSU portion of the share‑based awards in Table 15 is the same as the accounting fair value of such awards. The accounting fair values for the PSU portion of the 2016, 2017 and 2018 share‑based awards reflects various assumptions as to estimated vesting for such awards in accordance with applicable accounting standards. The grant date fair value for the PSU portion of the share‑based awards reflects the dollar amount of the award intended for compensation purposes, based on the market value of the underlying shares on the grant dates based on an assumption of the vesting of 100% of the target number of PSUs granted. The accounting fair value for all share-based awards in the table assumed a zero

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(3)	There were no stock options granted to the NEOs in 2016, 2017 or 2018.

(4)

Amounts in this column represent CTI incentive payments made to NEOs. See Compensation Discussion and Analysis – Compensation Elements for the Named Executive Officers – Celestica Team Incentive Plan for a description of the CTI. Amounts in this column for Mr. Cooper for 2018 also include the one-time cash award of $200,000 paid to him in connection with his appointment as Chief Operations Officer. Amounts in this column for Mr. Chawla for 2017 also include the one-time cash award of C$260,000 paid to him (in two equal instalments) in connection with his appointment as interim CFO.

(5)

Amounts in this column represent Celestica’s contributions to defined contribution pension plans on behalf of the NEOs. Pension values for Messrs. Mionis, Lawless and Cooper are reported in U.S. dollars. For 2018 and 2017, Mr. Mionis’ pension values include $132,613 and $155,821, respectively, in U.S. dollars representing the pension value from the U.S. pension plans. For 2016, his pension values include $8,088 in U.S. dollars representing the pension value from the U.S. pension plans and $133,174 having been converted from Canadian dollars representing the pension value from the Canadian Pension Plans (as defined below). See Pension Plans for a full description of the plans Mr. Mionis participated in during 2018. Pension values for Messrs. Chawla and McCaughey are reported in U.S. dollars, having been converted from Canadian dollars. Amounts were converted to U.S. dollars at the average exchange rate for 2018 of $1.00 equals C$1.2957.

(6)

Amounts in this column for Mr. Mionis represent amounts for items provided for under the CEO Employment Agreement, which for 2018 consisted of tax equalization payments of $948,353, housing expenses of $76,261 while in Canada, group life insurance premiums of $7,482, a 401(k) contribution of $16,500, a tax preparation fee of $500 and a comprehensive medical exam at a private clinic of $2,093. For 2017, the amount in this column for Mr. Mionis consisted of tax equalization payments of $624,011, housing expenses of $73,669 while in Canada, group life insurance premiums of $1,177, a 401(k) contribution of $16,200, travel expenses between Toronto and Arizona of $4,346, a tax preparation fee of $500 and the cost of a comprehensive medical exam at a private health clinic of $1,995. For 2016, the amount in this column for Mr. Mionis consisted of tax equalization payments of $124,548, housing expenses of $75,916 while in Canada, group life insurance premiums of $1,089, a 401(k) contribution of $10,298, travel expenses between Toronto and Arizona of $28,795, tax preparation fees of $23,168 and the cost of a comprehensive medical exam at a private health clinic of $1,809. Amounts in this column for Mr. Lawless for 2018 consisted of tax equalization payments of $25,013, a 401(k) contribution of $15,681 and a tax preparation fee of $500. Amounts in this column for Mr. Lawless for 2017 consisted of tax equalization payments of $17,610 and a 401(k) contribution of $16,200. Amounts in this column for Mr. Cooper for 2018 consisted of a 401(k) contribution of $8,250 and a comprehensive medical exam at a private clinic of $2,227. In accordance with the Corporation’s Short Term Business Travel Program, the Compensation Committee approved tax equalization payments for Messrs. Mionis and Lawless in order to cover taxes on their compensation in excess of the taxes they would have incurred in the United States. Due largely to variables such as timing and tax rate differences between Canada and the U.S., tax equalization amounts may vary from one year to the next and the net benefit may be positive or negative in the year. While the Corporation is incorporated and headquartered in Canada, our business is global and we compete for executive talent worldwide. As a result, we believe it is appropriate to make tax equalization payments in order to attract and retain non-Canadian executive officers with specific capabilities.

(7)	In January 2017, the Compensation Committee approved an increase in Mr. Mionis’ annual base salary from $850,000 to $950,000 effective April 1, 2017 in order to align his salary to the median of the Corporation’s competitive benchmark. As such, annualized amounts for 2017 were pro-rated to reflect actual compensation paid, awarded or earned.

(8)	Mr. Chawla was appointed as interim CFO of the Corporation effective May 23, 2017 and CFO of the Corporation effective October 19, 2017 and, accordingly, annualized amounts for 2017 have been pro-rated to reflect actual compensation paid, awarded or earned.

(9)	Effective January 1, 2019, Mr. McCaughey’s title was changed to Advisor.

(10)	In January 2017, the Compensation Committee approved an increase in Mr. Lawless’ annual base salary from $410,000 to $460,000 effective April 1, 2017 in order to align his salary to the median of the Corporation’s competitive benchmark. As such, annualized amounts for 2017 were pro-rated to reflect actual compensation paid, awarded or earned.

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(1)	See Compensation Discussion and Analysis – 2018 Compensation Decisions – Equity‑Based Incentives for a discussion of the equity grants.

(2)	The value of unexercised in‑the‑money stock options was determined using a share price of C$11.96, which was the closing price of the SVS on the TSX on December 31, 2018, converted to U.S. dollars at the average exchange rate for 2018 of $1.00 equals C$1.2957.

(3)	Includes unvested RSUs, as well as PSUs assuming achievement of 100% of target level performance.

(4)

Payout values at minimum vesting include the value of RSUs only, as the minimum value of PSUs would be $0.00 if the minimum performance condition is not met. Payout value at target vesting is determined assuming vesting of 100% of the target number of PSUs granted and payout values at maximum vesting is determined assuming vesting of 200% of the target number of PSUs granted. Payout values for Messrs. Chawla and McCaughey and the February 1, 2016 grants for Mr. Mionis were determined using a share price of C$11.96, which was the closing price of the SVS on the TSX on December 31, 2018, converted to U.S. dollars at the average exchange rate for 2018 of $1.00 equals C$1.2957. Payout values for Mr. Lawless and the payout value for Mr. Mionis’ January 31, 2017 grant were determined using a share price of $8.77, which was the closing price of the SVS on the NYSE on December 31, 2018.

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(1)	Amounts in this column reflect: (i) share‑based awards released in 2018 for Messrs. Mionis and Lawless based on the price of the SVS on the NYSE as follows:

(2)	Consists of payments under the CTI made on February 22, 2019 in respect of 2018 performance. See Compensation Discussion and Analysis – 2018 Compensation Decisions – Annual Incentive Award – Target Award. These are the same amounts as disclosed in Table 15 under the column “Non-equity Incentive Plan Compensation – Annual Incentive Plans”.

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(1)

This table sets forth information, as of December 31, 2018, with respect to subordinate voting shares of the Corporation authorized for issuance under the LTIP, and does not include subordinate voting shares of the Corporation purchased (or to be purchased) in the open market to settle equity awards under the LTIP or the Corporation’s other equity compensation plans. The LTIP, which was approved by the Corporation’s shareholders, is the only equity compensation plan pursuant to which the Corporation may issue new subordinate voting shares to settle equity awards.

(2)	Excluding securities that may be issued upon exercise of outstanding stock options, warrants and rights.

(3)	The LTIP provides for a maximum number of securities that may be issued from treasury, but does not provide separate maximums for each type of award thereunder.

(4)	Assumes the maximum payout for all outstanding PSUs (200% of target).

(5)	The total number of securities issuable upon the exercise/settlement of outstanding grants under all equity compensation plans approved by shareholders represents 1.834% of the total number of outstanding shares at December 31, 2018 (LTIP (Options) – 0.254%; LTIP (RSUs) – 0.567%; and LTIP (PSUs) – 1.013%).

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(a)	increasing the maximum number of SVS that may be issued under the LTIP;

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(b)	reducing the exercise price of an outstanding stock option (including cancelling and, in conjunction therewith, regranting a stock option at a reduced exercise price);

(c)	extending the term of any outstanding stock option or SAR;

(d)	expanding the rights of participants to assign or transfer a stock option, SAR or share unit beyond that currently contemplated by the LTIP;

(e)	amending the LTIP to provide for other types of security‑based compensation through equity issuance;

(f)	permitting a stock option to have a term of more than ten years from the grant date;

(g)	increasing or deleting the percentage limit on SVS issuable or issued to insiders under the LTIP;

(h)	increasing or deleting the percentage limit on SVS reserved for issuance to any one person under the LTIP (being 5% of the Corporation’s total issued and outstanding SVS and MVS);

(i)	adding to the categories of participants who may be eligible to participate in the LTIP; and

(j)	amending the amendment provision,

(a)	clerical changes (such as a change to correct an inconsistency or omission or a change to update an administrative provision);

(b)	a change to the termination provisions for the LTIP or for a stock option as long as the change does not permit the Corporation to grant a stock option with a termination date of more than ten years from the date of grant or extend an outstanding stock option’s termination date beyond such date; and

(c)	a change deemed necessary or desirable to comply with applicable law or regulatory requirements.

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(1)	The difference between (i) the sum of the Accumulated Value at Start of Year column plus the Compensatory column and (ii) the Accumulated Value at End of Year column is attributable to non-compensatory changes in the Corporation’s accrued obligations during the year ended December 31, 2018.

(2)	The difference between the Accumulated Value at Start of Year reported here and the Accumulated Value at End of Year reported in the 2017 Annual Report for Messrs. Mionis, Chawla and McCaughey is attributable to different exchange rates used in the 2017 Annual Report and in this Annual Report. The exchange rate used in the 2017 Annual Report was $1.00 = C$1.2984.

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(1)	No incremental amount would be received in respect of accelerated vesting of options, RSUs and PSUs, if any, on the assumption that the discount rate applied to calculate the net present value of the accelerated entitlements is not greater than the rate at which the SVS would otherwise be expected to appreciate over the period of acceleration.

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(2)	No incremental amount would be received in respect of accelerated vesting of options, RSUs and PSUs, if any, on the assumption that the discount rate applied to calculate the net present value of the accelerated entitlements is not greater than the rate at which the SVS would otherwise be expected to appreciate over the period of acceleration.

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(2)	No incremental amount would be received in respect of accelerated vesting of options, RSUs and PSUs, if any, on the assumption that the discount rate applied to calculate the net present value of the accelerated entitlements is not greater than the rate at which the SVS would otherwise be expected to appreciate over the period of acceleration.

(2)	No incremental amount would be received in respect of accelerated vesting of options, RSUs and PSUs, if any, on the assumption that the discount rate applied to calculate the net present value of the accelerated entitlements is not greater than the rate at which the SVS would otherwise be expected to appreciate over the period of acceleration.

(2)	No incremental amount would be received in respect of accelerated vesting of options, RSUs and PSUs, if any, on the assumption that the discount rate applied to calculate the net present value of the accelerated entitlements is not greater than the rate at which the SVS would otherwise be expected to appreciate over the period of acceleration.

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(1)	Includes the following, as of December 31, 2018: (i) SVS beneficially owned, (ii) all unvested RSUs, and (iii) PSUs that vested on February 1, 2019 at 50% of target, which, on December 31, 2018, was the Corporation’s anticipated payout and was in fact the resulting payout; the value of which was determined using a share price of $8.77, the closing price of SVS on the NYSE on December 31, 2018.

(2)	Mr. Mionis’ Share and Share Unit Ownership (Value) of $6,455,764 consists of the following holdings: (i) $1,665,555 of SVS, (ii) $3,580,221 of unvested RSUs and (iii) $1,209,988 of PSUs that vested on February 1, 2019; the value of which was determined using a share price of $8.77, being the closing price of SVS on the NYSE on December 31, 2018.

(3)	Mr. Chawla was appointed as CFO of the Corporation effective October 19, 2017 and has five years from that date to achieve the required share ownership.

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•	forward the letter to the director or directors to whom it is addressed; or

•	attempt to handle the matter directly (where information about the Corporation or its stock is requested); or

•	not forward the letter if it is primarily commercial in nature or relates to an improper or irrelevant topic.

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*	Less than 1%.

(1)

As used in this table, beneficial ownership means sole or shared power to vote or direct the voting of the security, or the sole or shared investment power with respect to a security (i.e., the power to dispose, or direct a disposition, of a security). A person is deemed at any date to have beneficial ownership of any security that such person has a right to acquire within 60 days of such date. More than one person may be deemed to have beneficial ownership of the same securities. Information with respect to stock options held by each NEO, including exercise price and expiration date, is included in Table 16.

(2)	Information as to shares beneficially owned or shares over which control or direction is exercised is not within Celestica's knowledge. Except as otherwise disclosed, such information has been provided by each individual.

(3)

Includes SVS subject to a total of 270,839 stock options that are currently exercisable, or will be exercisable within 60 days of February 13, 2019, as follows: Mr. Mionis — 224,216 stock options; Ms. DelBianco — 46,623 stock options. With respect to Mr. Mionis: all of his options have an exercise price of C$17.52 and an expiration date of August 1, 2025. With respect to Ms. DelBianco: 22,742 of her options have an exercise price of C$8.26 and an expiration date of January 31, 2022, and 23,881 of her options have an exercise price of C$8.29 and an expiration date of January 28, 2023.

(4)	SVS refers to subordinate voting shares.

(5)	Represents the percentage beneficial ownership of the Company's subordinate voting shares and multiple voting shares in the aggregate.

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*	Less than 1%.

(1)

As used in this table, beneficial ownership means sole or shared power to vote or direct the voting of the security, or the sole or shared investment power with respect to a security (i.e., the power to dispose, or direct a disposition, of a security). A person is deemed at any date to have beneficial ownership of any security that such person has a right to acquire within 60 days of such date. More than one person may be deemed to have beneficial ownership of the same securities.

(2)

Includes 945,010 MVS held by a wholly-owned subsidiary of Onex. 814,546 of such MVS are subject to options granted to certain officers of Onex pursuant to certain Onex management investment plans, which options may be exercised upon specified dispositions by Onex (directly or indirectly) of Celestica's securities, with respect to which Onex has the right to vote or direct the vote ("MIP Options"), including 688,807 MIP Options granted to Mr. Schwartz (each of which MVS will, upon exercise of such options, be automatically converted into an SVS). The percentage ownership of SVS beneficially owned by Onex (assuming conversion of all MVS) was 13.5% as of February 15, 2017, 13.3% as of February 14, 2018, and 13.9% as of February 13, 2019.

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(3)

The number of shares beneficially owned, or controlled or directed, directly or indirectly, by Mr. Schwartz consists of 120,657 SVS owned by a company controlled by Mr. Schwartz, and all of the 18,600,193 MVS and 397,045 SVS beneficially owned, or controlled or directed, directly or indirectly, by Onex. Of Celestica's MVS beneficially owned by Onex, 814,546 MVS are subject to MIP Options, including the 688,807 MIP Options granted to Mr. Schwartz (each of which MVS will, upon exercise of such options, be automatically converted into an SVS), and 945,010 MVS are held by a wholly-owned subsidiary of Onex. Mr. Schwartz is the Chairman of the Board, President and Chief Executive Officer of Onex. In addition, he indirectly owns multiple voting shares of Onex carrying the right to elect a majority of the Onex board of directors. Accordingly, under applicable securities laws, Mr. Schwartz is deemed to be the beneficial owner of the Celestica shares owned by Onex; Mr. Schwartz has advised Celestica, however, that he disclaims beneficial ownership of the shares held by Onex. The percentage ownership of SVS beneficially owned by Mr. Schwartz (assuming conversion of all MVS) was 13.6% as of February 15, 2017, 13.4% as of February 14, 2018, and 14.0% as of February 13, 2019.

(4)

Letko, Brosseau & Associates Inc. ("Letko") is the beneficial owner of 22,173,121 SVS and has sole voting power and sole dispositive power over these shares. Clients of Letko have the right to receive or the power to direct the receipt of dividends from, or the proceeds from sale of, the SVS reported as beneficially owned by Letko. No clients of Letko beneficially own more than five percent of the SVS. The address of Letko is: 1800 McGill College Av., Suite 2510, Montréal, Québec, Canada H3A 3J6. The number of shares reported as owned by Letko in this Major Shareholders Table and the information in this footnote is based on the Schedule 13G/A filed by Letko with the SEC on February 4, 2019, reporting beneficial ownership as of December 31, 2018. The percentage ownership of SVS beneficially owned by Letko was 16.8% as of February 15, 2017, 16.4% as of February 14, 2018, and 18.8% as of February 13, 2019.

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"Excess distributions" by Celestica to a United States Holder would be taxed in a special way. "Excess distributions" are amounts received by a United States Holder with respect to subordinate voting shares in any taxable year that exceed 125% of the average distributions received by the United States Holder from the Corporation in the shorter of either the three previous years or his or her holding period for his or her shares before the present taxable year. Excess distributions must be allocated ratably to each day that a United States Holder has held subordinate voting shares. A United States Holder must include amounts allocated to the current taxable year and to any non-PFIC years in his or her gross income as ordinary income for that year. A United States Holder must pay tax on amounts allocated to each prior taxable PFIC year at the highest marginal tax rate in effect for that year on ordinary income and the tax is subject to an interest charge at the rate applicable to deficiencies for income tax.

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•	The entire amount of gain that is realized by a United States Holder upon the sale or other disposition of shares would also be considered an excess distribution and would be subject to tax as described above.

•	A United States Holder's tax basis in shares that were acquired from a decedent generally would not receive a step-up to fair market value as of the date of the decedent's death but instead would be equal to the decedent's tax basis, if lower than such value.

•	the item is effectively connected with the conduct by the Non-United States Holder of a trade or business in the United States and, generally, in the case of a resident of a country that has an income treaty with the United States, such item is attributable to a permanent establishment in the United States;

•	the Non-United States Holder is an individual who holds subordinate voting shares as a capital asset, is present in the United States for 183 days or more in the taxable year of the disposition and satisfies certain other requirements; or

•	the Non-United States Holder is subject to tax pursuant to the provisions of U.S. tax law applicable to U.S. expatriates who expatriated prior to June 17, 2008.

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(1)

On November 8, 2017, the TSX accepted our notice to launch, and we announced, a normal course issuer bid (the 2017 NCIB). The 2017 NCIB allowed us to repurchase, at our discretion, until the earlier of November 12, 2018 or the completion of purchases thereunder, up to approximately 10.5 million subordinate voting shares (representing approximately 7.3% of our total outstanding subordinate voting and multiple voting shares at the time of launch) in the open market or as otherwise permitted, subject to the normal terms and limitations of such bids. During 2017, we repurchased and cancelled a total of 1.9 million subordinate voting shares under the 2017 NCIB at a weighted average price of $10.58 per share. During 2018, we repurchased and cancelled a total of 6.8 million subordinate voting shares under the 2017 NCIB at a weighted average price of $11.10 per share. The maximum number of subordinate voting shares we were permitted to repurchase for cancellation under the 2017 NCIB was reduced by 1.1 million subordinate voting shares purchased in the open market during the term of the 2017 NCIB (0.8 million subordinate voting shares in 2018) to satisfy delivery obligations under our equity-based compensation plans. See footnote (2) below. The 2017 NCIB expired on November 12, 2018.

(2)

From time-to-time, a broker has purchased subordinate voting shares in the open market, on our behalf, to settle vested employee awards under our equity-based compensation plans. During 2018, approximately 2.1 million subordinate voting shares were purchased on our behalf by a broker for such purpose (0.8 million of which were purchased during the term of the 2017 NCIB, and 1.3 million of which were purchased after the expiry of the 2017 NCIB and prior to the beginning of the 2018 NCIB (as defined in footnote (3) below)). Shares purchased to settle employee awards were not cancelled.

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(3)

On December 14, 2018, the TSX accepted our notice to launch, and we announced, a normal course issuer bid (the 2018 NCIB). The 2018 NCIB allows us to repurchase, at our discretion, until the earlier of December 17, 2019 or the completion of purchases thereunder, up to approximately 9.5 million subordinate voting shares (representing approximately 7.0% of our total outstanding subordinate voting and multiple voting shares at the time of launch) in the open market or as otherwise permitted, subject to the normal terms and limitations of such bids. During 2018, we did not repurchase or cancel any subordinate voting shares under the 2018 NCIB . The maximum number of subordinate voting shares we are permitted to repurchase for cancellation under the 2018 NCIB will be reduced by the number of subordinate voting shares purchased in the open market during the term of the 2018 NCIB to satisfy delivery obligations under our equity-based compensation plans. See footnote (2) above.

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*	Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. This exhibit has been filed separately with the Securities and Exchange Commission without redactions. Confidential treatment has been granted pursuant to our Application for an Order Granting Confidential Treatment Pursuant to Rule 24b-2 of the U.S. Exchange Act.

**	Will not be deemed "filed" for purposes of Section 18 of the U.S. Exchange Act, or otherwise subject to the liability of Section 18 of the U.S. Exchange Act, and will not be incorporated by reference into any filing under the U.S. Securities Act, or the U.S. Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

†	Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. This exhibit has been filed separately with the Securities and Exchange Commission without redactions pursuant to our Application for an Order Granting Confidential Treatment Pursuant to Rule 24b-2 of the U.S. Exchange Act.

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(a)	Accumulated other comprehensive income (loss) is net of tax. See note 14.

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1.	REPORTING ENTITY:

2.	BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES:

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(b)	Basis of consolidation:

(c)	Business combinations:

(d)	Foreign currency translation:

(e)	Cash and cash equivalents:

(f)	Accounts receivable:

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(g)	Inventories:

(h)	Assets classified as held for sale:

(i)	Property, plant and equipment:

(j)	Leases:

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(k)	Goodwill and intangible assets:

(l)	Impairment of goodwill, intangible assets and property, plant and equipment:

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(n)	Employee benefits:

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(p)	Income taxes:

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(q)	Financial assets and financial liabilities:

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(r)	Derivatives and hedge accounting:

(s)	Impairment of financial assets:

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(t)	Revenue and deferred investment costs:

(v)	Research and development:

(w)	Earnings per share (EPS):

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4.	SOLAR PANEL MANUFACTURING BUSINESS:

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5.	ACCOUNTS RECEIVABLE:

6.	INVENTORIES:

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8.	PROPERTY, PLANT AND EQUIPMENT:

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(i)	Includes $4.8 of solar panel manufacturing equipment that we reclassified as assets held for sale during 2017. In 2017, we recorded net impairment losses of $3.8 primarily to write-down solar panel manufacturing equipment. See note 16(a).

(ii)	The net book value of property, plant and equipment at December 31, 2018 included $12.8 (December 31, 2017 — $7.3) of assets under finance leases. See note 24 for the future minimum lease payments under these finance leases.

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9.	GOODWILL AND INTANGIBLE ASSETS:

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10.	OTHER NON-CURRENT ASSETS:

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11.	PROVISIONS:

(i)	Legal represents our aggregate provisions recorded for various legal actions based on our estimates of the likely outcomes.

(ii)	Other represents our asset retirement obligations relating to sites that we currently lease.

(iii)	During 2018, we reversed prior year warranty provisions as a result of expired warranties and changes in estimated costs based on historical experience.

(iv)	Non-current balances are included in provisions and other non-current liabilities on our consolidated balance sheet.

12.	CREDIT FACILITIES AND LONG-TERM DEBT:

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(1)

Debt issuance costs were incurred in connection with our Prior Revolver in 2014 ($1.7) and the New Revolver in 2018 ($3.1), which we deferred as other assets on our consolidated balance sheets and amortize over the term of the relevant revolver. See note 10 for the long-term portion of the deferred financing costs. We accelerated the amortization of $0.6, representing the remaining portion of the unamortized deferred financing costs related to the Prior Revolver, upon termination of the Prior Facility, and recorded it to other charges in June 2018.

(2)

Debt issuance costs were incurred in connection with our Prior Term Loan in 2015 ($2.1), the June Term Loan ($4.9), and the November Term Loan ($5.4), which we deferred as long-term debt on our consolidated balance sheets and amortize over the term of the relevant term loan using the effective interest rate method. We accelerated the amortization of $0.6, representing the remaining portion of the unamortized deferred financing costs related to the Prior Term Loan, upon termination of the Prior Facility, and recorded it to other charges in June 2018.

(3)

At December 31, 2017, $11.1 of our finance lease obligations related to our solar panel manufacturing equipment (recorded as current liabilities on our consolidated balance sheet as at December 31, 2017). In connection with the anticipated disposition of such equipment, we terminated and settled these lease obligations in full in January 2018 for $11.3 (including $0.2 of fees and accrued interest). See note 4.

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(i)

During 2018, we issued 0.1 million (2017 — 1.7 million; 2016 — 0.6 million) subordinate voting shares from treasury upon the exercise of stock options for aggregate cash proceeds of $0.4 (2017 — $13.6; 2016 — $4.1). We also issued 1.2 million (2017 — 1.1 million; 2016 — nil) subordinate voting shares from treasury with ascribed values of $14.3 (2017 — $9.8; 2016 — nil) upon the vesting of certain RSUs and PSUs. We also settled RSUs and PSUs with subordinate voting shares purchased in the open market. Settlement of these awards is described below.

(ii)	NCIB stands for normal course issuer bid.

(iii)	During 2017, Onex Corporation converted 346,175 of our multiple voting shares into subordinate voting shares. Onex Corporation did not convert any multiple voting shares in 2016 or 2018.

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(i)	Net of income tax benefit of $1.0 for 2018 (2017 — net of $2.8 income tax expense; 2016 — net of $1.2 income tax benefit).

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(ii)	Net of release of income tax expense of $0.7 associated with the reclassification of net hedge (gain) loss to operations for 2018 (2017 — net of release of $0.3 income tax expense; 2016 — net of release of $1.1 income tax benefit).

(iii)	Net of income tax benefit of $0.5 as of December 31, 2018 (December 31, 2017 — net of $1.2 income tax expense; December 31, 2016 — net of $1.3 income tax benefit).

(iv)	No income tax impact as of December 31, 2018.

15.	EXPENSES BY NATURE:

16.	OTHER CHARGES:

(a)	Restructuring:

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(b)	Accelerated amortization of unamortized deferred financing costs:

(c)	Other:

17.	FINANCE COSTS AND REFUND INTEREST INCOME:

18.	RELATED PARTY TRANSACTIONS:

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19.	PENSION AND NON-PENSION POST-EMPLOYMENT BENEFIT PLANS:

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(i)	Actuarial gains or losses are determined based on actual return on plan assets less interest income as set forth in the table above. For 2018, includes a $63.3 loss resulting from the purchase of annuities in June 2018. For 2017, includes a $17.0 loss resulting from the purchase of annuities in March 2017 (see note 19(a) above).

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(i)	In connection with certain restructuring actions announced prior to the end of 2017, we reclassified a current portion of the accumulated post-employment benefits totaling $0.9 to accrued and other current liabilities on our consolidated balance sheet as of December 31, 2017. The current portion of post-employment benefits as of December 31, 2018 was $0.4.

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(i)	Net of income tax recovery of $0.1 for 2018 (2017 — $0.0 income tax recovery; 2016 — net of $1.4 income tax expense).

(ii)	Net of income tax recovery of $0.8 as at December 31, 2018 (December 31, 2017 — net of $0.7 income tax recovery; December 31, 2016 — net of $0.7 income tax recovery).

(i)	The weighted average discount rate is determined using publicly available rates for highly-rated bonds by currency in countries where there is a pension or non-pension benefit plan. A lower discount rate would increase the present value of the benefit obligation.

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(i)

These line items for 2016 and 2017 in the two tables above were negatively impacted by a deferred tax expense of $8.0 and $4.0, respectively, related to taxable temporary differences associated with the then-anticipated repatriation of undistributed earnings from certain of our Chinese subsidiaries, of which $6.0 and $3.5 was realized as a current tax expense for withholding tax on dividends paid in 2017 and 2018, respectively.

(ii)	These line items for 2016 in the two tables above were favorably impacted by the reversal of provisions of $34 previously recorded for tax uncertainties related to the resolution of a transfer pricing matter for one of our Canadian subsidiaries (discussed below).

(iii)	These line items for 2018 in the two tables above include the recognition of an aggregate of $53.3 of deferred tax assets in our U.S. group of subsidiaries (discussed below).

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*	Certain of the 2017 figures have been restated to reflect the adoption of IFRS15.

(i)	This reclassification reflects the offsetting of deferred tax assets and deferred tax liabilities to the extent they relate to the same taxing authorities and there is a legally enforceable right to such offset.

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21.	FINANCIAL INSTRUMENTS AND RISK MANAGEMENT:

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(a)	Currency risk:

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(c)	Credit risk:

(d)	Liquidity risk:

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•	level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

•	level 2 inputs are inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly (i.e. prices) or indirectly (i.e. derived from prices); and

•	level 3 inputs are inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).

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22.	CAPITAL DISCLOSURES:

23.	WEIGHTED AVERAGE NUMBER OF SHARES DILUTED (in millions):

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25.	SEGMENT AND GEOGRAPHIC INFORMATION:

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1.	Defined Terms All capitalized terms and expressions used and not otherwise defined in this Amending Agreement including in the recitals hereto shall have the meanings specified in the Receivables Purchase Agreement.

2.	Amendments of Definitions in Section 1.1:

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3.	Amendment to the Obligor Limits  Schedule 1.2, “Eligible Buyers, Obligor Limits and Applicable Percentages” is deleted and replaced with Schedule 1.2 attached hereto.

4.	Representations and Warranties To induce the Administrative Agent and the Purchasers to enter into this Amending Agreement, the Guarantor and each of the Sellers hereby jointly and severally make the following representations and warranties (provided that each of Celestica Czech Republic and Celestica Valencia shall only be responsible hereunder for its own representations and warranties):

5.	Ratification Except for the specific changes and amendments to the Receivables Purchase Agreement contained herein, the Receivables Purchase Agreement and all related documents are in all other respects ratified and confirmed and the Receivables Purchase Agreement as amended hereby shall be read, taken and construed as one and the same instrument.

6.	Counterparts This Amending Agreement may be executed by one or more of the parties to this Amending Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of this Amending Agreement signed by all the parties shall be lodged with the Servicer and the Administrative Agent.

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7.	Confirmation of Guarantee The Guarantor hereby confirms and agrees that (i) the Guarantee is and shall continue to be in full force and effect and is otherwise hereby ratified and confirmed in all respects; and (ii) the Guarantee is and shall continue to be an unconditional and irrevocable guarantee of all of the Obligations (as defined in the Guarantee).

8.	Further Assurances Each party shall, and hereby agrees to, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such further acts, deeds, mortgages, transfers and assurances as are reasonably required for the purpose of accomplishing and effecting the intention of this Amending Agreement.

9.	Conditions to Effectiveness This Amending Agreement shall become effective (such date being the “Effective Date”) upon receipt by the Administrative Agent of counterparts hereof, duly executed and delivered by each of the parties hereto. The Administrative Agent shall inform the Guarantor, the Sellers and the Purchasers of the occurrence of the Effective Date.

10.	Successors and Assigns This Amending Agreement shall be binding upon and inure to the benefit of the Sellers, the Servicer, the Purchasers, the Administrative Agent, and their respective successors and permitted assigns.

11.	Governing Law This Amending Agreement shall be governed and construed in accordance with the laws of the Province of Ontario.

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1.	Defined Terms: All capitalized terms and expressions used and not otherwise defined in this Amending Agreement including in the recitals hereto shall have the meanings specified in the Receivables Purchase Agreement.

2.

Accession to Receivables Purchase Agreement: Celestica LP hereby agrees to become a Seller as contemplated by Section 5.18 of the Receivables Purchase Agreement, including with respect to the Obligations of a Seller under Section 2.9 of the Receivables Purchase Agreement, with the same force and effect as if it were an original party to the Receivables Purchase Agreement. Celestica LP further agrees that it shall

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3.	Consent to Assignment by Celestica International Inc.: The Administrative Agent and the Purchasers hereby consent to the Asset Transfer and agree that from and after the date hereof, all rights of CII under the Receivables Purchase Agreement have been assigned to Celestica LP.

4.	Amendments of Definitions in Section 1.1:

(a)	The definition of “Collection Accounts” is amended and restated in its entirety as follows:

(b)	A new definition of “Ninth Amendment” is hereby included in the correct alphabetical order:

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5.	Amendments to Schedules: Schedule 3.15, “Principal Place of Business of the Sellers”, is amended by replacing “Celestica International Inc.” with “Celestica International LP”.

6.	Representations and Warranties To induce the Administrative Agent and the Purchasers to enter into this Amending Agreement, the Guarantor and each of the Sellers hereby jointly and severally make the following representations and warranties (provided that Celestica Valencia and Celestica Romania shall only be responsible hereunder for its own representations and warranties):

(a)	The Guarantor and each of the Sellers hereby represent and warrant as of the date of this Amending Agreement that no Termination Event or Incipient Termination Event has occurred and is continuing.

(b)

The Guarantor and each of the Sellers hereby represent and warrant as of the date of this Amending Agreement and as of the Effective Date (as defined below) that the audited consolidated balance sheets of Celestica Canada and its consolidated Subsidiaries as at December 31, 2016, and the related statements of income and of cash flows of Celestica Canada for the fiscal year ended on such dates, present fairly in all material respects the consolidated financial condition of Celestica Canada and its consolidated Subsidiaries as at such date, and Celestica Canada’s consolidated results of operations and cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP, applied consistently throughout the periods involved (except as approved by Celestica Canada’s accountants and disclosed therein).

(c)

The Guarantor and each of the Sellers hereby represent and warrant as of the date of this Amending Agreement and as of the Effective Date (as defined below) that since the date of the most recent financial statements made available to the Administrative Agent and the Purchasers there has been no change, development or event that has had or could reasonably be expected to have a Material Adverse Effect.

7.	Ratification Except for the specific changes and amendments to the Receivables Purchase Agreement contained herein, the Receivables Purchase Agreement and all related documents are in all other respects ratified and confirmed and the Receivables Purchase Agreement as amended hereby shall be read, taken and construed as one and the same instrument.

8.	Counterparts This Amending Agreement may be executed by one or more of the parties to this Amending Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of this Amending Agreement signed by all the parties shall be lodged with the Servicer and the Administrative Agent.

9.	Confirmation of Guarantee Guarantor hereby confirms and agrees that (i) the Guarantee is and shall continue to be in full force and effect and is otherwise hereby

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10.	Further Assurances Each party shall, and hereby agrees to, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such further acts, deeds, mortgages, transfers and assurances as are reasonably required for the purpose of accomplishing and effecting the intention of this Amending Agreement.

11.

Conditions to Effectiveness This Amending Agreement shall become effective (such date being the “Effective Date”) upon receipt by the Administrative Agent of counterparts hereof, duly executed and delivered by each of the parties hereto. The Administrative Agent shall inform the Guarantor, the Sellers and the Purchasers of the occurrence of the Effective Date. Notwithstanding the foregoing, Celestica LP shall not be permitted to present or cause the Servicer to present on its behalf a Purchase Notice until the satisfaction of the following conditions: receipt by the Administrative Agent of (A) an Assignment Agreement in form and substance satisfactory to the Administrative Agent; (B) the Third Amendment to Collection Account Pledge Agreement in form and substance satisfactory to the Administrative Agent; (C) an executed and delivered Deposit Account Control Agreement in form and substance satisfactory to the Administrative Agent; (D) a closing certificate of Celestica LP in form and substance reasonably acceptable to the Administrative Agent, dated as of the Effective Date, with appropriate insertions and attachments; (E) the executed legal opinion of Canadian counsel to Celestica Inc. and Celestica LP, each in form and substance reasonably satisfactory to the Administrative Agent and its counsel (such legal opinions shall cover such matters incidental to the transactions contemplated by this Amending Agreement and the Transaction Documents as the Administrative Agent may reasonably require, including, without limitation, the creation and perfection of ownership interests and security interests in the Collateral of Celestica LP); (F) execution and delivery of an intercreditor agreement with CIBC in form and substance satisfactory to the Administrative Agent; (G) satisfaction of the perfection requirements described on Schedule 3.14; and (H) such other legal opinions and documentation as the Purchasers may require to verify matters of taxation and perfection in respect of Celestica LP and other matters incidental to the transactions covered by this Amending Agreement.

12.	Successors and Assigns This Amending Agreement shall be binding upon and inure to the benefit of the Sellers, the Servicer, the Purchasers, the Administrative Agent, and their respective successors and permitted assigns.

13.	Governing Law This Amending Agreement shall be governed and construed in accordance with the laws of the Province of Ontario.

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(a)	The definition of "Availability Termination Date" is amended and restated in its entirety as follows:

(b)	A new definition of "Tenth Amendment" is hereby included in the correct alphabetical order:

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5.	Ratification Except for the specific changes and amendments to the Receivables Purchase Agreement contained herein, the Receivables Purchase Agreement and all related documents are in all other respects ratified and confirmed and the Receivables Purchase Agreement as amended hereby shall be read, taken and construed as one and the same instrument.

6.	Counterparts This Amending Agreement may be executed by one or more of the parties to this Amending Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of this Amending Agreement signed by all the parties shall be lodged with the Servicer and the Administrative Agent.

7.	Confirmation of Guarantee Guarantor hereby confirms and agrees that (i) the Guarantee is and shall continue to be in full force and effect and is otherwise hereby ratified and confirmed in all respects; and (ii) the Guarantee is and shall continue to be an unconditional and irrevocable guarantee of all of the Obligations (as defined in the Guarantee).

8.	Further Assurances Each party shall, and hereby agrees to, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such further acts, deeds, mortgages, transfers and assurances as are reasonably required for the purpose of accomplishing and effecting the intention of this Amending Agreement.

9.	Conditions to Effectiveness This Amending Agreement shall become effective (such date being the "Effective Date") upon receipt by the Administrative Agent of counterparts (i) hereof, duly executed and delivered by each of the parties hereto and (ii) of the Fee Letter duly executed and delivered by Celestica Canada. The

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10.	Successors and Assigns This Amending Agreement shall be binding upon and inure to the benefit of the Sellers, the Servicer, the Purchasers, the Administrative Agent, and their respective successors and permitted assigns.

11.	Governing Law This Amending Agreement shall be governed and construed in accordance with the laws of the Province of Ontario.

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1.	Each director of Celestica Inc. (the “Corporation”) who is not an employee of the Corporation or any of its subsidiaries or of Onex Corporation (an “Eligible Director”) shall make an annual election (a “Share Compensation Election”), on or before the last business day of each calendar year, to be paid 50%, 75% or 100% of the aggregate of:

(i)	the annual fee (“Annual Board Fee”) payable to such Eligible Director for services rendered as a member or the Chair (as applicable) of the Board of Directors of the Corporation (the “Board”);

(ii)	the travel fees payable to such Eligible Director (“Travel Fees”); and

(iii)	where applicable, the fee payable to such Eligible Director for services rendered as Chair of the Audit Committee of the Board, Chair of the Compensation Committee of the Board, and/or Chair of any other standing or ad hoc committee of the Board from time to time (“Committee Chair Fees” and, together with Travel Fees “Other Compensation”);

2.	An Eligible Director may elect to receive RSUs in respect of a Compensation Period only if the Eligible Director is, at the time the election is made, in compliance with the minimum share ownership requirements applicable to the Eligible Director under any share ownership policy or guideline adopted by the Board of Directors of the Corporation from time to time.

3.

RSUs granted pursuant to an election under paragraph 1 or paragraph 5 shall be governed by the terms of the LTIP, provided that the Share Unit Grant Agreement (as defined in the LTIP) evidencing the allocation of such RSUs shall specify that they will vest in three equal installments on the first, second and third anniversaries of the Date of Grant (as defined in the LTIP and determined as provided in paragraph 7(b)), with each such anniversary being a Release Date (as defined in the LTIP) for the RSUs that vest on such date, provided that any RSUs that remain outstanding and unvested on the date, subject to paragraph 14, on which the Eligible Director is no longer any of the following: (i) a director of the Corporation; (ii) an employee of the Corporation; or (iii) a director or employee of any corporation that does not deal at arm’s length with the Corporation (the “Retirement Date”) shall immediately vest in full as of such date and such Retirement Date shall be a Release Date for the RSUs that vest on such Retirement Date.

4.	Subject to the terms of this Plan, each DSU shall entitle an Eligible Director to receive, in accordance with either paragraph 9 or paragraph 10, a subordinate voting share of the Corporation (a “Share”) or a cash payment equal to the value of a Share following the Eligible Director’s Retirement Date.

5.

An individual who becomes an Eligible Director during a Compensation Period shall make a Share Compensation Election and select a Share Compensation Election Percentage to apply in respect of the portion of the portion of the Annual Compensation for such Compensation Period payable in respect of the Corporation’s quarterly financial periods (“Fiscal Quarters”) that commence after the date such Share Compensation Election is made. A Share Compensation Election made under this paragraph 5 shall not be effective in respect of the Eligible Director’s Annual Compensation for the Compensation Period in which the individual becomes an Eligible Director if: (i) such election is not made within 30 days after the individual becomes an Eligible Director; or (ii) to the extent required by Section 409A of the United States Internal Revenue Code of 1986, as amended from time to time (the “Code”), the individual previously participated in this Plan or any other plan that is required to be aggregated with this Plan for purposes of Section 409A of the Code. Any amount of Annual Compensation for the Fiscal Quarter in which an individual becomes an Eligible Director shall be provided in the form of DSUs.

6.	If an Eligible Director does not make a Share Compensation Election in accordance with paragraph 1 or 5, as applicable, his or her Share Compensation Election Percentage for the Compensation Period or portion thereof, as applicable, for Annual Compensation awarded in respect of such Compensation Period shall be deemed to be 100% in DSUs.

7.	Annual Compensation is paid to Eligible Directors quarterly, in arrears. The number of DSUs and/or RSUs that an Eligible Director may receive in respect of each Fiscal Quarter shall be determined as follows:

(a)

The number of DSUs to be allocated to an Eligible Director in respect of his or her Annual Compensation shall be equal to one quarter of the Eligible Director’s Annual Compensation for the applicable Compensation Period, or, in the event that the date on which an Eligible Director ceases to be an Eligible Director (the “Termination Date”) occurs during a Fiscal Quarter, a prorated amount of such instalment that reflects the Eligible Director’s actual period of service as an Eligible Director from the commencement of the applicable Fiscal Quarter to the Eligible Director’s Termination Date, multiplied by (ii) the Share Compensation Election Percentage, divided by (iii) the closing price of the Shares on the New York Stock Exchange) (the “NYSE”) on the last trading day of the Fiscal Quarter in respect of which the instalment is to be paid or, in the event that the Eligible Director’s Termination Date occurs prior to the end of a Fiscal Quarter, such price on the last trading day of the immediately preceding Fiscal Quarter. Such DSUs shall be credited to the Eligible Director’s Account (as defined below) as of the last day of the applicable Fiscal Quarter or, in the event that the Eligible Director’s Termination Date occurs prior to the end of such Fiscal Quarter, as of the Eligible Director’s Termination Date.

(b)

The number of RSUs to be allocated to an Eligible Director in respect of his or her Annual Compensation shall be calculated in accordance with section 19.4 of the LTIP, provided that: (i) the amount of each Grant shall be equal to one quarter of the Eligible Director’s Annual Compensation for the applicable Compensation Period, or, in the event that the an Eligible Director’s Termination Date occurs during a Fiscal Quarter, a prorated amount of such quarterly instalment that reflects the Eligible Director’s actual period of service as an Eligible Director from the commencement of the applicable Fiscal Quarter to the Eligible Director’s Termination Date, multiplied by the Share Compensation Election Percentage; and (ii) the Date of Grant shall be the last day of each Fiscal Quarter in the applicable Compensation Period.

8.

The Corporation shall keep or cause to be kept records for each Eligible Director, including an account (the “Account”) showing the number of DSUs, determined in accordance with paragraph 7(a), rounded to two decimal places, that the Eligible Director has been granted. A written confirmation of the balance in each Eligible Director’s Account shall be provided by the Corporation to the Eligible Director at least annually, but the Corporation shall have no obligation to issue any certificate or other instrument evidencing the DSUs. Records of RSUs granted to an Eligible Director pursuant to an election under this Plan shall be maintained in accordance with the LTIP.

9.

Subject to paragraph 10, on the date that is forty-five (45) days following the Eligible Director’s Retirement Date or the following business day if such forty-fifth (45th) day is not a business day (the “Valuation Date”), or as soon as practicable thereafter (but in all cases within ninety (90) days following the Eligible Director’s Retirement Date), the Corporation, through its Share Plan Administrator, shall deliver to the Eligible Director the number of Shares that equals the number of DSUs in the Eligible Director’s Account on the Valuation Date, less such number of Shares the value of which is required to satisfy applicable withholding taxes and source deductions. The Administrator shall, in accordance with the instructions of the Eligible Director or the Eligible Director’s legal representative, as applicable, deliver to the Eligible Director or the Eligible Director’s legal representative, as applicable, a certificate representing such Shares, or credit such Shares to an account with a broker in the name of the Eligible Director or the Eligible Director’s legal representative, as applicable, as soon as practicable thereafter. Settlement of RSUs granted to an Eligible Director pursuant to an election under this Plan shall be made in accordance with the LTIP.

10.

The Corporation shall have the right, in its sole discretion, to pay all or a portion of the value of an Eligible Director’s DSUs to the Eligible Director or the Eligible Director’s legal representative, as applicable, in a lump sum cash payment in an amount equal to the product obtained by multiplying the number of DSUs in the Eligible Director’s Account on the Valuation Date by the closing price of the Shares on the NYSE (or, if the Shares are not listed on the NYSE, then on the over the counter market, or, if the Shares are not listed on the over the counter market, the fair market value of the Shares as determined by the Board in good faith) on the Valuation Date, less applicable withholding taxes and source deductions, and shall do so if there is no public market for the Shares. Such lump sum payments shall be made on the Valuation Date, or as soon as practicable thereafter (but in all cases within ninety (90) days following the Eligible Director’s Retirement Date).

11.	Each Eligible Director who receives Shares under this Plan shall comply with all applicable securities regulations and policies of the Corporation relating to the purchase and sale of Shares.

12.

In the event of a (i) capital reorganization, (ii) merger, (iii) amalgamation, (iv) offer for shares of the Corporation which if successful would entitle the offeror to acquire all of the shares of the Corporation or all of one or more particular class(es) of shares of the Corporation to which the offer relates, (v) sale of a material portion of the assets of the Corporation, (vi) arrangement or other scheme of reorganization (a “Reorganization”) or proposed Reorganization, or (vii) an increase or decrease in the outstanding Shares as a result of a stock split, consolidation, subdivision, reclassification or recapitalization but, for greater certainty, not as a result of the issuance of Shares for additional consideration, by way of a stock dividend or other distribution in the ordinary course or as a result of a rights offering, the Corporation may adjust the Account of each Eligible Director in such manner as the Corporation determines, in its discretion, is equitable to reflect such event. The adjustment so made by the Corporation, if any, shall be conclusive and binding for all purposes of this Plan, and Eligible Directors (and any person claiming through an Eligible Director) shall have no other rights as a result of any change in the Shares or of any other event. In the event of a Reorganization, RSUs granted to an Eligible Director pursuant to an election under this Plan shall be subject to adjustment in accordance with the LTIP.

13.

The Corporation may amend or terminate the Plan in whole or in part at any time as it deems necessary or appropriate, but no such amendment or termination shall, without the consent of the Eligible Director or unless required by law, adversely affect the rights of an Eligible Director with respect to DSUs to which the Eligible Director is then entitled under the Plan. Notwithstanding the foregoing, any amendment of the Plan shall be such that the Plan continuously meets the requirements of paragraph 6801(d) of the regulations under the Income Tax Act (Canada) or any successor to such provision.

14.

The Corporation intends that the Plan comply with the requirements of section 409A of the Code, insofar as this Plan pays benefits that are subject to taxation under the Code that are subject to section 409A of the Code, and intends to administer the Plan accordingly. If any one or more provisions of the Plan may be interpreted to comply with, or be exempt from, Section 409A of the Code, then such provision(s) shall be so interpreted. For greater certainty, notwithstanding anything in the Plan to the contrary, with respect to all Plan benefits payable to or with respect to an Eligible Director (if any Plan benefits payable to or with respect to that Eligible Director are subject to taxation under the Code and are subject to section 409A of the Code), “Retirement Date” shall mean the date on which the Eligible Director has experienced a “separation from service” as defined in Section 409A of the Code and applicable regulations and guidance thereunder such that it is reasonably anticipated that no further services will be performed and provided that, in any event, all payments under the Plan to Eligible Directors who are subject to taxation under the Code shall be made in compliance with Section 409A of the Code.

15.

The Board shall have full power and authority, subject to the provisions hereof, to construe and interpret the Plan. The Board’s decisions, determinations and interpretations shall be final, conclusive and binding on all past, present and future Eligible Directors and all other persons, if any, having an interest herein. Neither the Board nor its members shall be liable for any action, omission or determination made in good faith with respect to the Plan.

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1.01	Existing Letters of Credit

2.01	Commitments and Applicable Percentages

5.13	Subsidiaries

5.17	Identification Numbers for Canadian Borrowers and Designated Borrowers that are Non-U.S. Subsidiaries

5.21	Labor Matters

6.19	Post-Closing Obligations; Certain Subsidiaries

7.01	Existing Liens

7.02	Permitted Investments

7.03	Existing Indebtedness

7.04	Permitted Dissolutions

7.08	Existing Transactions with Affiliates

7.09	Existing Burdensome Agreements

10.02	Administrative Agent’s Office; Certain Addresses for Notices

10.06	Disqualified Institutions

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1.	The following entities are subject to collective bargaining agreements:

◦	Celestica de Monterrey S.A. de C.V.

◦	Celestica Valencia S.A.

◦	Celestica Austria Gmbh

◦	Celestica Japan KK

2.	There are government-mandated works councils at certain sites in China operated by Subsidiaries organized under the laws of the People’s Republic of China.

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1.

Within fifteen (15) days of the Closing Date, deliver to the Administrative Agent all certificates constituting Pledged Equity, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, issued by (i) Atrenne Integrated Solutions, Inc., a Delaware corporation, or (ii) MSL SPV Spain, Inc., a Delaware corporation, in each case to the extent such Pledged Equity constitutes Collateral (as defined in the U.S. Security Agreement).

2.	Within fifteen (15) days of the Closing Date, deliver to the Administrative Agent a revised Schedule 1 to the Canadian Security Agreement setting forth, with respect to each Grantor (as defined in the Canadian Security Agreement), all Equity Interests owned by such Grantor in any Subsidiary, in each case as of the Closing Date.

3.

Within forty-five (45) days of the Closing Date, with respect to any Collateral owned by any U.S. Obligor consisting of an interest in a partnership or limited liability company that by its terms expressly provides that it is a Security governed by Article 8 of the UCC but is not represented by a certificate or other instrument, cause the Administrative Agent to obtain Control (as defined in the U.S. Security Agreement) of such Pledged Equity by (i) arranging for such Pledged Equity to be represented by a certificate and delivering such certificate, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, to the Administrative Agent or (ii) executing and delivering an agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which the Issuer of such Pledged Equity has agreed that it will comply with instructions originated by the Administrative Agent without further consent by the U.S. Obligor that is the owner of such Pledged Equity.

4.

Use commercially reasonable efforts to, within forty-five (45) days of the Closing Date, cause each Deposit Account and each Securities Account (in each case, as defined in the applicable Security Agreement) of a Grantor (other than (i) any Excluded Account, (ii) any Deposit Account (as defined in the applicable Security Agreement) maintained with the Administrative Agent and (iii) any other account in which the balance does not exceed $100,000) to be subject to a Qualifying Control Agreement (as defined in the applicable Security Agreement).

5.

Within forty-five (45) days of the Closing Date, (i) cause each Patent and Trademark listed below to be registered with the applicable Loan Party holding beneficial title and (ii) upon such registration, execute and deliver to the Administrative Agent a notice or confirmation with regard to such Patents or Trademarks, as applicable, of the type described in Section 4(c) of the applicable Security Agreement in respect of such Patent or Trademark.

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1.	Liens described in the following PPSA filings:

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2.	Liens described in the following UCC financing statements:

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3.	Liens on any deposit accounts established pursuant to the DB Receivables Purchase Agreement for collection of the relevant Securitized Assets and the funds held therein and all instruments and certificates evidencing the same.

4.	Liens on pension assets of the Celestica Japan KK pension plan held with Sumitomo Trust and Banking Co. Ltd., with current plan assets of approximately 1,865.9B Yen as at March 31, 2018, for application to pension liabilities in Japan.

5.	Banc of America Leasing & Capital, LLC and its affiliates, successors and assigns have certain rights to insurance of the Company and its Subsidiaries in connection with the Master Lease Agreement, dated October 11, 2016, between Banc of America Leasing & Capital, LLC and Celestica LLC.

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1.	Celestica LLC owns 17% of the Equity Interest of Proto Services, Inc.

2.	Celestica LLC made a $4.5 million advance to a supplier and a customer to facilitate the build out of manufacturing lines in Malaysia.

3.	Celestica (Suzhou) Technology Co. Ltd. and Celestica (Dongguan-SSL) Technology Limited hold certain land use rights in China with a value of approximately $5.4 million in the aggregate.

4.	Celestica Malaysia Sdn. Bhd. And Celestica Electronics (M) Sdn. Bhd. hold certain land use rights in Malaysia with a value of approximately $4.4 million in the aggregate.

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1.	The following intercompany debts:

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2.	The following bank guarantees:

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3.	The following surety bonds:

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1.	Coattail Agreement, dated June 29, 1988, among Onex Corporation, Celestica Inc., and Computershare Trust Company of Canada (as successor to the Montreal Trust Company of Canada), as amended modified or supplemented as of the date hereof.

2.	Executive Employment Agreement, dated as of January 1, 2008, among Celestica Inc., Celestica International Inc. and Elizabeth L. Delbianco, as amended modified or supplemented as of the date hereof.

3.	Services Agreement, dated January 1, 2009, between Celestica Inc. and Onex, as amended by that certain Amending Agreement, dated as of January 1, 2017 between Celestica Inc. and Onex Corporation.

4.

Celestica Inc. is party to an Agreement of Purchase and Sale, dated July 23, 2015, pursuant to which the Company and its Subsidiaries, as applicable, will sell real property located in Toronto, Ontario to a special purpose entity (the “Property Purchaser”) to be formed by a consortium of three real estate developers. Approximately 30% of the interests in the Property Purchaser are to be held by a privately-held company in which Mr. Gerald Schwartz, a controlling shareholder of Celestica Inc., has a material interest. Mr. Schwartz also has a non-voting interest in an entity which is to have an approximate 25% interest in the Property Purchaser.

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3.	Comprised of [Eurocurrency Rate Loans][Base Rate Loans][Canadian Prime Rate Loans][Bankers’ Acceptances][B/A Equivalent Loans].

5.	For Eurocurrency Rate Loans, Bankers’ Acceptances or B/A Equivalent Loans: with an Interest Period of _______________________.

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RE:

Credit Agreement, dated as of June 27, 2018 (as amended, modified, extended, restated, renewed, replaced or supplemented from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Celestica Inc., an Ontario corporation (the “Company”), Celestica International LP, an Ontario limited partnership (together with the Company, the “Canadian Borrowers”), Celestica (USA) Inc., a Delaware corporation (the “Initial U.S. Borrower”), the other Borrowers from time to time party thereto, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

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1.	Assignor:        ______________________________

2.	Assignee:        ______________________________

3.	Borrower(s):        ______________________________

5.	Credit Agreement:    Credit Agreement, dated as of June 27, 2018, among Celestica Inc., an

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8.	Lender’s Payment Instructions:

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To:	Bank of America, N.A., as Administrative Agent

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(v)    The patents, copyrights, and trademarks listed on Schedule 5 attached hereto constitute all of the registered patents, registered trademarks and registered copyrights of owned by such New Subsidiary as of the date hereof, all patent applications, trademark applications and copyright applications made by such New Subsidiary as of the date hereof and all exclusive patent licenses, trademark licenses and copyright licenses to which such New Subsidiary is a party as of the date hereof.

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To:	Bank of America, N.A., as Administrative Agent

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BORROWERS:	CELESTICA INC.,

U.S. GUARANTORS:	CELESTICA (USA) INC.,

Title:	Executive Vice-President

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BORROWERS:	CELESTICA INC.,

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U.S. GUARANTORS:	CELESTICA (USA) INC.,

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Title:	Executive Vice-President, Finance & Chief Financial Officer

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A.	The Company, the Blocker Company, the Blocker Seller, Celestica USA, Acquiror, Merger Sub and the Holder Representative entered into an Securities Purchase and Merger Agreement dated as of October 9, 2018 (the “Merger Agreement”).

B.	Pursuant to Section 12.14 of the Merger Agreement, this Amendment will be effective with the signatures of the Company, the Blocker Seller and the Acquiror.

C.	Initially capitalized terms used but not defined herein shall have the respective meanings given to them in the Merger Agreement.

1.	The definitions of Special Escrow Amount, Special Escrow Fund, Special Escrow Tax Losses in Section 1.1 are deleted in their entirety and replaced with the following:

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2.	Section 2.5(b)(vii) shall be deleted in its entirety and a new Section 2.5(b)(vii) and Section 2.5(b)(viii) are added as follows:

3.	Section 2.5(c)(ii) of the Merger Agreement is deleted in its entirety and replaced with the words “Intentionally deleted”.

4.	Section 9.3(b) of the Merger Agreement is amended by adding the following words after the words “(i) under Section 9.2(a)(iv) and Section 3.16 in respect of Special Escrow Tax Losses shall not exceed the amount contained in the sub-account of the Special Escrow Fund for Special Escrow Tax Losses”:

5.	Section 9.3(b) of the Merger Agreement is further amended by adding the following words after the words: “(x) Special Escrow Tax Losses shall be the sub-account of the Special Escrow Fund for Special Tax Losses”:

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6.	Section 9.3(b) of the Merger Agreement is further amended by adding the following words after the words: “(y) Unsatisfied Current Income Taxes shall be the sub-account of the Special Escrow Fund for Unsatisfied Current Income Taxes”:

7.	Section 7.5(l) of the Merger Agreement is deleted in its entirety and replaced with the following:

8.	Annex M – Other Adjustment Items is amended to delete the following text:

9.	Annex N – Special Receivable Amounts is amended to replace the text of the second bullet point with the following wording: “Value Added Tax refunds received by A-1 Engineering Korea, Inc. with respect to sales made prior to Closing”.

10.

In Section 2.7(d), the words “(ii) if the Adjustment Amount is a negative number, (A) Acquiror and the Holder Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to pay to Acquiror out of the Adjustment Escrow Fund an amount equal to the absolute value of the Adjustment Amount (as finally determined) (not to exceed the amount in the Adjustment Escrow Fund), together with the interest earned thereon earned” are deleted and replaced with:

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11.	Except as provided in this Amendment, this Amendment shall not amend or modify any other provision of the Merger Agreement

12.	This Agreement shall be governed by and construed and enforced in accordance with the internal laws (both substantive and procedural), and not the laws of conflicts, of the State of Delaware.

13.	This Amendment shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and each of their successors and permitted assigns.

14.	This Amendment may be executed in one or more counterparts (including by facsimile or other electronic means), all of which shall be considered one and the same agreement and shall become effective when one or more such counterparts have been signed by each of the parties hereto and delivered to the other parties hereto.

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