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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________________

FORM 10-K

☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number: 1-14832

___________________________________________________________________

CELESTICA INC.

(Exact name of registrant as specified in its charter)


Ontario, Canada						98-0185558
(State of other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

5140 Yonge Street, Suite 1900
Toronto, Ontario, Canada						M2N 6L7
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: 416-448-2211

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares	CLS	New York Stock Exchange

___________________________________________________________________________

Securities registered pursuant to Section 12(g) of the Act:

N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting common equity held by non-affiliates of the registrant based on the closing sale price of the Common Shares as reported on the New York Stock Exchange on June 2830, ~~2024~~2025, was approximately $617.79 billion. For purposes of this calculation, the registrant has assumed that its directors and executive officers are affiliates.

The number of the registrant's Common Shares outstanding as of the close of business on February 20 19, ~~2025~~2026 was ~~115~~114,~~959~~967,~~118~~854. The registrant does not have any non-voting stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information called for by Part III is incorporated herein by reference to the definitive Proxy Statement for the Company's ~~2025~~2026 Annual ~~and Special~~ Meeting of Shareholders (the "~~2025~~2026 Proxy Statement") where indicated, which will be filed not later than 120 days after the end of the fiscal period covered by this report.

TABLE OF CONTENTS

		Page
Part I.
Item 1.	Business	4
Item 1A.	Risk Factors	1916
Item 1B.	Unresolved Staff Comments	4443
Item 1C.	Cybersecurity	4443
Item 2.	Properties	4846
Item 3.	Legal Proceedings	4946
Item 4.	Mine Safety Disclosure	4947
Part II.
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4947
Item 6.	[Reserved]	5148
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	5249
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	9481
Item 8.	Financial Statements and Supplementary Data	9785
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	9785
Item 9A.	Controls and Procedures	9785
Item 9B.	Other Information	9886
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	9886
Part III.
Item 10.	Directors, Executive Officers, and Corporate Governance	9886
Item 11.	Executive Compensation	9987
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9987
Item 13.	Certain Relationships and Related Transactions, and Director Independence	9987
Item 14.	Principal Accountant Fees and Services	9987
Part IV.
Item 15.	Exhibits and Financial Statement Schedules	9987
Item 16.	Form 10-K Summary	~~104~~92

Part I.

In this Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 (referred to herein as "this Annual Report"), "Celestica," the "Corporation," the "Company," "we," "us" and "our" refer to Celestica Inc. and its subsidiaries.

In this Annual Report, the United States is referred to as the "U.S." Unless we indicate otherwise: (i) all dollar amounts are expressed in U.S. dollars; (ii) all references to "U.S.$" or "$" are to U.S. dollars and all references to "C$" are to Canadian dollars; and (iii) any references to a conversion between U.S.$ and C$ is a conversion at the average of the exchange rates in effect for the year ended December 31, ~~2024~~2025. During that period, based on the relevant noon buying rates in New York City for cable transfers in Canadian dollars, as certified for customs purposes by the Board of Governors of the U.S. Federal Reserve System, the average daily exchange rate was U.S.$1.00 = C$1.~~3699~~3973. Note that use of the word "including" in this Annual Report means "including, without limitation."

Unless we indicate otherwise, all information in this Annual Report is stated as of February 28 27, ~~2025~~2026.

Forward-Looking Statements and Risk Factor Summary

This Annual Report contains "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (U.S. Securities Act) and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (U.S. Exchange Act), and "forward-looking information" within the meaning of applicable Canadian securities laws (collectively, forward-looking statements), including, without limitation, statements related to: our priorities, intended areas of focus, targets, objectives and goals; ~~trends~~our inexpanded capital investment plans and capacity additions and the ~~electronics~~funding ~~manufacturing~~therefor; ~~services~~market ~~(EMS)~~opportunities and investments in technology platforms and roadmaps; expected research and development and other capital expenditures; developments related to new customer or program wins; timing of production ramps, deliveries and availabilities of certain key components; anticipated economic conditions, industry and market trends and projections, underlying market growth rates, customer demand, prospects and opportunities; strategic initiatives; trends in our segments (and/or their constituent businesses~~) and their anticipated impact~~; the anticipated impact of current market conditions and customer-specific factors on each of our segments (and/or their constituent businesses) and near term expectations; potential restructuring and divestiture actions; our anticipated financial and/or operating results and outlook, including expected revenue increases and decreases (or remaining flat), as well as growth in certain segments, businesses and end markets; our strategies; our credit risk; the potential impact of acquisitions, or program wins, transfers, losses or disengagements; materials, component and supply chain constraints; anticipated expenses, ~~capital expenditures~~ and other working capital requirements and contractual obligations (and intended methods of funding such items); the potential impact of trade policies between countries in which we conduct business (including the ~~potential~~ tariffs proposed and implemented by the U.S. government, and any reciprocal or retaliatory tariffs); the adoption, integration and use of artificial intelligence (AI) in manufacturing and service offerings and in certain of our internal processes; the impact of our price reductions and longer payment terms; our intended repatriation of certain undistributed earnings from non-Canadian subsidiaries ~~(and amounts we do not intend to repatriate in the foreseeable future)~~; the potential impact of tax and litigation outcomes; investor dissatisfaction with inclusion, employee engagement, and other ~~environmental,~~sustainability ~~social and governance (ESG)~~ matters; our ~~intention to settle employee share unit awards in common shares (Common Shares); our~~ ability to use certain tax losses; ~~intended~~planned investments in our business; the potential impact of the pace of technological changes (including with respect to AI technologies), customer outsourcing, program transfers, and the global economic environment; the intended method of funding Common Share repurchases; the impact of our outstanding indebtedness; liquidity and the sufficiency of our capital resources; our intention to settle outstanding ~~equity~~share unit awards with our common shares (Common Shares); our financial statement estimates and assumptions; recently-issued accounting pronouncements and amendments; the potential adverse impacts of events outside of our control (including those described under "External Factors that May Impact our Business" ~~in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A~~below) ~~(External Events))~~; mandatory prepayments under our credit facility; pension plan funding requirements and obligations, and the impact of annuity purchases; our compliance with covenants under our credit facility; refinancing debt at maturity; interest rates and expense; income tax incentives; ~~accounts payable cash flow levels; accounts receivable sales;~~ expectations with respect to reporting units with goodwill; our future warranty obligations; cybersecurity threats and incidents; our intentions with respect to environmental assessments for newly-leased or acquired properties; our expectations with respect to expiring leases; our intention to retain earnings for general corporate purposes; costs in connection with our pursuit of acquisitions and strategic transactions; and expectations regarding the acceptance of offers to sell accounts receivable (A/R) under our A/R sales programs and supplier financing programs.

Forward-looking statements appear throughout this Annual Report, including, without limitation, in the following sections: Part I, Item 1, "Business," Part I, Item 1A, "Risk Factors," and Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A). Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "continues," "project," "target," "objective," "goal," "potential," "possible," "contemplate," "seek," or similar expressions, or may employ such future or conditional verbs as "may," "might," "will," "could," "should" or "would," or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. For

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

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

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

Risk Factor Summary

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

Risks Related to Our Business and Operations

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

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

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

•dependence on ~~our~~third ~~customers'~~parties ~~ability~~ to ~~compete~~supply ~~and~~certain ~~succeed~~materials inand the ~~marketplace~~quality, ~~using~~availability ~~products we manufacture~~ and ~~services~~cost weof ~~provide~~such materials;

•~~dependence~~inventory onrisk ~~third~~related ~~parties~~ to ~~supply~~our ~~certain~~products ~~materials~~and services;

•our products and services involve inventory risk;

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

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

•~~customer~~recruitment ~~relationships~~and ~~with~~retention ~~emerging~~of ~~companies~~skilled talent in key jurisdictions;

•~~recruitment~~variability of revenue and ~~retention~~operating ofresults ~~skilled~~from ~~talent~~period to period;

•~~variability~~increased ofcapital ~~revenue~~expenditures ~~and~~to ~~operating~~expand ~~results~~capacity to support anticipated growth in customer demand;

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

•~~integration~~quality and ~~other~~execution ~~challenges~~issues ~~with~~related ~~respect~~ to ~~our~~materials, ~~acquisitions~~testing, ~~and~~or ~~strategic~~other ~~transactions~~manufacturing or supply chain activities;

•quality and execution issues;

•disruptions to operations by events outside our control;

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

•dependence on winning competitive bid selection processes;

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

•~~issues~~risks inassociated ~~the~~with ~~development~~adoption, integration and use of AI in manufacturing and service offerings and certain internal processes;

•~~actions~~integration byand ~~activist~~other ~~shareholders~~challenges with respect to our acquisitions and strategic transactions;

•impact of climate change;

Risk Related to Our Industry

•~~cyclical~~adoption of AI and ~~volatile~~deployment ~~semiconductor~~of ~~industry~~data center infrastructure are uncertain and constrained by power and water availability;

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

•ability to keep pace with rapidly evolving technology;

Risks Related to the International Nature of our Business

•uncertain global economic and political ~~uncertainty~~environment;

•A decline in the U.S. and other government budgets, changes in spending or budgetary priorities, or delays in contract awards;

•geopolitical uncertainty;

•foreign currency exchange rate fluctuations;

•global operations and supply chain risks;

•~~regulation~~geopolitical ofuncertainty ~~AI/Machine~~and ~~Learning (AI/ML) technology~~conflicts;

•foreign currency exchange rate fluctuations;

Financial Risks

•interest rate fluctuations;

•volatility in commodity prices;

•rising labor costs;

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

•~~non-performance~~volatility byin ~~counterparties~~energy and commodity prices related to our production and transportation activities;

•~~debt~~rising labor costs and ~~equity~~increases ~~financing~~in competition for specific talent/resources;

•~~substantial~~financial ~~third-party~~and ~~debt~~reputational risks related to ~~fund~~non-performance ~~acquisitions~~by counterparties;

•tax risks;

•restructuring charges;

•impairment charges and operating losses;

•ability to prevent or detect all errors or fraud;

•pensions and other benefit plan contributions;

•changes in judgments, estimates and assumptions;

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

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

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

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

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

•ability to prevent or detect all errors or fraud;

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

•potential downgrading of our credit ratings;

•compliance with credit facility covenants;

•~~total~~third-party ~~return~~debt ~~swap~~may ~~agreement~~reduce ~~(TRS~~our ~~Agreement)~~ability to fund acquisitions/capital expenditures;

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

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

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

Legal/Regulatory Risks

•~~protection~~ability ofto adequately protect our intellectual property (IP) or the IP of others;

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

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

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

•compliance with governmental laws, regulations, and obligations;

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

•compliance with employment laws and regulations;

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

•changes in accounting standards;

•potential unenforceability of judgments;

•ESG initiatives;

•costs related to reporting requirements applicable to U.S. domestic issuers;

Risks Related to our Common Shares

•volatility in the market price of our Common Shares;

•determination not to repurchase Common Shares for cancellation;

•~~vulnerability~~potential todilution ~~take-over~~from orequity ~~tender~~compensation ~~offer~~and other share issuances; and

General Risk Factors

•negative publicity.

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

Item 1. Business

Background

We were incorporated in Ontario, Canada on September 27, 1996. We are a corporation domiciled in the Province of Ontario, Canada and operate under the Business Corporations Act (Ontario) (OBCA). Our principal executive offices and global headquarters are located at 5140 Yonge Street, Suite 1900, Toronto, Ontario, Canada M2N 6L7. Our telephone number is (416) 448-5800, and our internet address is www.celestica.com. We operate a network of sites and design centers strategically located in North America, Asia, and Europe. Information on our website is not incorporated by reference into this Annual Report.

Prior to our incorporation, we were an IBM manufacturing unit that provided manufacturing services to IBM for more than 75 years. In 1993, we began providing electronics manufacturing services to non-IBM customers. In October 1996, we were purchased from IBM by an investor group led by Onex Corporation (Onex), and in 1998, we completed our initial public offering. In June 2023 and August 2023, Onex (our then-controlling shareholder), completed underwritten secondary public offerings of an aggregate of approximately 18.8 million of our Subordinate Voting Shares (now designated Common Shares). In connection with such offerings, we converted all of our outstanding multiple voting shares (MVS) into Subordinate Voting Shares (now designated Common Shares). Subsequent to the August 2023 secondary offering, we have no MVS outstanding and Onex is no longer our controlling shareholder.

See "Overview — Celestica's business" and "Recent Developments" in Item 7, MD&A for a discussion of recent trends impacting our businesses.

Prior to our incorporation, we were an IBM manufacturing unit that provided manufacturing services to IBM for more than 75 years. In 1993, we began providing electronics manufacturing services to non-IBM customers. In October 1996, we were purchased from IBM by an investor group led by Onex Corporation (Onex), and in 1998, we completed our initial public offering. In 2023, Onex (our then-controlling shareholder), completed two underwritten secondary public offerings in June and August of an aggregate of approximately 18.8 million of our Subordinate Voting Shares (now designated Common Shares) upon conversion of all of our then outstanding multiple voting shares (MVS). Subsequent to the August 2023 secondary offering, we have no MVS outstanding and Onex is no longer our controlling shareholder.

See "Overview — Celestica's Business" and "Recent Developments" in Item 7, MD&A for a discussion of recent trends impacting our businesses.

Business Overview

General

WeCelestica ~~deliver~~is ~~innovative~~a technology leader with deep expertise in design, engineering, manufacturing, supply chain, and platform solutions. ~~globally~~Celestica toenables ~~customers~~critical data center infrastructure for AI, cloud and hybrid cloud, and advances technologies in high-growth markets. We serve across two operating and ~~reporting~~reportable segments: Connectivity and Cloud Solutions (CCS) and Advanced Technology Solutions (ATS). ~~and~~See ~~Connectivity~~note ~~and~~21 ~~Cloud~~to ~~Solutions~~the 2025 consolidated annual financial statements (~~CCS~~2025 AFS). included herein.

Our CCS segment consists of our Communications and Enterprise end markets. Our Enterprise end market is comprised of our servers and storage businesses. Our ATS segment consists of our ATS end market, and is comprised of our ~~aerospace~~Aerospace and ~~defense~~Defense (A&D), Industrial, HealthTech, and Capital Equipment businesses. ~~Our~~Customers ~~Capital~~in ~~Equipment business is comprised of~~ our ~~semiconductor and display businesses. Our~~ CCS segment ~~consists~~include ofcloud-based ~~our~~service ~~Communications~~providers, hyperscalers and ~~Enterprise~~other ~~end~~data ~~markets.~~center ~~Our~~customers ~~Enterprise~~(including ~~end~~digital ~~market~~native iscompanies), ~~comprised~~as ofwell ~~our~~as ~~servers~~hardware ~~and~~original ~~storage~~equipment ~~businesses.~~manufacturer ~~All~~(OEMs) ~~period percentages~~ and ~~financial~~enterprise ~~information~~customers. Customers in ~~this~~our ~~Annual~~ATS ~~Report~~segment ~~reflect~~include ~~the~~OEMs ~~current~~in ~~presentation.~~a ~~See~~range ~~note~~of 22diversified tomarkets ~~the~~that ~~2024~~we ~~consolidated annual financial statements (2024 AFS) included herein~~serve.

~~Our~~We ~~customers~~offer ~~include~~a ~~original~~comprehensive ~~equipment~~range ~~manufacturers~~of ~~(OEMs),~~products ~~cloud-based~~ and ~~other~~services ~~service~~that ~~providers,~~cover ~~including~~the ~~hyperscalers,~~entire ~~and~~technology ~~other~~product ~~companies~~lifecycle, inincluding ahardware ~~wide~~design ~~range~~and ofdevelopment, ~~industries.~~new ~~Our~~product ~~global~~introduction, ~~headquarters~~engineering ~~is located in Toronto~~services, ~~Ontario,~~supply ~~Canada.~~chain Wemanagement ~~operate~~and alogistics, ~~network~~electronics ofmanufacturing ~~sites~~ and ~~centers~~assembly, ofcomplex ~~excellence~~mechanical ~~(discussed~~assembly, ~~below)~~precision ~~strategically~~machining, ~~located~~systems inintegration, ~~North America~~testing, ~~Europe~~product ~~and Asia~~licensing, ~~with~~software ~~specialized~~enablement ~~end-to-end~~solutions, ~~supply~~and ~~chain~~services, ~~capabilities~~including ~~tailored~~asset tomanagement ~~meet specific market~~ and ~~customer~~disposition ~~product~~(ITAM/ITAD) ~~lifecycle requirements~~services.

WeProducts ~~offer~~in aour ~~comprehensive~~CCS ~~range~~segment consist predominantly of ~~product~~data ~~manufacturing~~communications and ~~related~~information ~~supply~~processing ~~chain~~infrastructure ~~services~~products toand ~~customers~~systems primarily used in ~~both~~hyperscale ofdata ~~our~~centers. ~~segments,~~These ~~including~~products ~~design~~include ~~and~~networking ~~development~~switches, ~~new~~optical ~~product introduction~~systems, ~~engineering~~data ~~services~~center racks, ~~component~~servers ~~sourcing,~~and ~~electronics~~storage ~~manufacturing~~products ~~and~~used ~~assembly,~~primarily ~~testing,~~by ~~complex~~cloud-based ~~mechanical~~and ~~assembly,~~other ~~systems~~service ~~integration,~~providers ~~precision~~(including ~~machining,~~AI ~~order~~service ~~fulfillment~~providers), ~~logistics,~~as ~~product~~well ~~licensing,~~as ~~and~~enterprise ~~after-market~~customers, ~~repair~~for ~~and~~a ~~return~~range ~~and~~of ITapplications ~~asset~~including ~~management~~AI workloads and ~~disposition~~cloud ~~(ITAM/ITAD)~~computing services. Our Hardware Platform Solutions (HPS) offering, within our CCS segment, ~~includes~~enables the development of ~~infrastructure~~customized technology platforms, including hardware and ~~software~~systems-level design, software solutions, (including open-source software that complements our hardware offerings, and ~~services~~ that can be used as-is, or customized for specific applications in collaboration with our customers), ~~and~~ management of program design and aspects of the supply chain, manufacturing, and ~~after-market support, including ITAM/ITAD~~services.

WeOur ~~believe~~CCS segment businesses, compared to our ~~services~~ATS businesses, typically have higher margin profiles and ~~solutions~~larger ~~create~~program ~~value~~volumes, ~~for~~as ~~our~~well as more significant concentration with major customers. byWe ~~enabling~~engage ~~their~~with ~~strategies,~~customers ~~while~~in ~~accelerating~~our ~~their~~capacity ~~time-to-market~~as an original design manufacturer (ODM) and electronics manufacturing services (EMS) provider, as well as offering various software solutions and byservices. ~~providing~~Within ~~higher~~our ~~quality~~CCS segment, ~~lower~~our ~~cost~~HPS business, ~~and~~which ~~reduced~~is ~~cycle~~broadly ~~times~~characterized (as ~~compared~~ODM toin ~~insourcing~~nature (see below), intypically has a higher margin profile than our ~~customers'~~traditional ~~supply~~EMS ~~chains.~~businesses, Weas ~~believe~~we ~~this~~are ~~results~~solely inor ~~lower~~jointly ~~total~~involved ~~cost~~in the design of ~~ownership,~~the ~~greater~~solution. ~~flexibility~~However, ~~higher~~due ~~returns~~to onthe ~~invested~~nature ~~capital~~of ~~and~~these ~~improved~~programs, ~~competitive~~it ~~advantage~~also ~~for~~requires ~~our~~us ~~customers~~to make specific investments, including in ~~their~~research ~~respective~~and ~~markets~~development (R&D).

WeIn ~~depend~~recent onyears, awe ~~small~~have ~~number~~experienced ofan ~~customers~~increasing ~~for~~shift ain ~~substantial~~the ~~portion~~mix of our ~~revenue.~~programs Intowards ~~the~~cloud-based ~~aggregate,~~and ~~our~~other ~~top~~service ~~10 customers~~providers, ~~represented~~primarily ~~73% of total revenue for 2024~~hyperscalers, ~~64%~~which ~~for~~are ~~2023~~cyclically ~~and~~different ~~66%~~from ~~for~~our ~~2022.~~traditional InOEM ~~2024~~customers, ~~two~~and ~~customers~~currently ~~(each~~experiencing ina ~~our~~period ~~CCS segment) individually represented 10% or more~~ of ~~total~~significant ~~revenue~~increases in ~~2024~~product ~~(28%~~deployments ~~and~~to ~~11%,~~support ~~respectively).~~their Inbuild-out ~~2023, one customer (in our CCS segment) individually represented 10% or more~~ of ~~total~~data ~~revenue~~center ~~(22%). In 2022~~infrastructure, ~~two~~including ~~customers~~to ~~(each~~support inAI ~~our CCS segment) individually represented 10% or more of total revenue (11% for each customer)~~applications. ~~Significant~~This ~~reductions~~demand ~~in,~~growth orhas ~~the~~required ~~loss of, revenue from these or any of~~ our ~~major~~business ~~customers~~to ~~may~~place ~~have~~ a ~~material~~greater ~~adverse~~focus ~~effect~~ on ~~us.~~various ~~See~~operational ~~Item 1A~~factors, ~~Risk~~ ~~Factors — "We~~including ~~are dependent on a limited number of customers and end markets. A decline in revenue from, or~~ the ~~loss~~management of, ~~any~~our ~~significant~~manufacturing ~~customer~~capacity, ~~could~~human ~~have~~capital adedicated ~~material~~to ~~adverse~~these ~~effect on our operating results~~programs, ~~financial position and cash flows."~~

Products and services in our ATS segment are extensive and are often more regulated than in our CCS segment, and can include the following: government-certified and highly-specialized manufacturing, electronic and enclosure-related services for A&D customers; high-precision semiconductor and display equipment and integrated subsystems; a wide range of industrial automation, controls, test and measurement devices; engineering-focused engagements, including in the areas of telematics, human machine interface, Internet-of-Things and embedded systems; advanced solutions for surgical instruments, diagnostic imaging and patient monitoring; and efficiency products to help manage and monitor the energy and power industries. Products and services in our CCS segment consist predominantly of enterprise-level data communications and information processing infrastructure products and systems, and can include routers, switches, data center interconnects, edge solutions, servers and storage-related products used by a wide range of businesses and cloud-based and other service providers to manage digital connectivity, commerce and social media applications. Our ATS segment businesses typically have higher margin profiles and margin volatility, higher working capital requirements, lower volumes and longer product lifecycles than the traditional businesses in our CCS segment. Within our CCS segment, however, our HPS business (which includes firmware/software enablement across all primary IT infrastructure data center technologies, open-source software offerings that complement our

~~hardware~~supply ~~platforms~~chain, ~~and~~capital ~~after-market services~~investments, ~~including~~and ~~ITAM/ITAD)~~working ~~typically~~capital ~~has~~requirements. aRelated ~~higher~~to ~~margin~~this ~~profile~~trend, ~~than~~ our ~~traditional~~ CCS ~~businesses~~segment, ~~but also requires specific investments (~~including ~~research~~our ~~and~~HPS ~~development~~business, ~~(R&D))~~continues ~~and~~to ~~higher working capital~~grow. Our CCS segment ~~generally~~revenue ~~experiences~~for a2025 ~~high~~increased ~~degree~~42% ofto ~~volatility~~$9.19 billion incompared ~~terms~~to of$6.49 billion ~~revenue~~in ~~and~~2024. ~~product/service~~HPS ~~mix,~~revenue ~~and~~for as2025 aincreased ~~result,~~81% ~~our~~compared ~~CCS segment margin can fluctuate from period~~ to ~~period~~2024. In ~~recent periods~~2025, weHPS ~~have~~revenue ~~experienced~~accounted anfor ~~increasing~~41% ~~shift in the mix~~ of our ~~programs~~total ~~towards cloud-based and other service providers, which are cyclically different from our traditional OEM customers, creating more volatility and unpredictability in our~~ revenue ~~patterns,~~(2024 ~~and~~— ~~additional~~29%; ~~challenges~~2023 ~~with~~— ~~respect to the management of our supply chain and working capital requirements~~21%).

WeProducts ~~remain~~and ~~committed~~services toin ~~making the investments we deem necessary to support~~ our ~~long-term~~ATS ~~growth~~segment ~~strategy~~are extensive, ~~strengthen~~serving ~~our~~a ~~competitive~~broader ~~position, enhance~~ customer ~~satisfaction,~~base and ~~increase~~are ~~long-term~~often ~~shareholder~~more ~~value.~~regulated ~~Within~~than ~~both~~those ofin our ~~segments~~CCS segment, weand ~~are~~can ~~focused on~~include: ~~increased~~government-certified ~~penetration in our end markets; diversifying our customer mix~~ and ~~product~~highly-specialized ~~portfolios~~manufacturing, ~~including~~electronic ~~increasing design~~ and ~~development, engineering, and after~~enclosure-~~market~~related services ~~(higher~~for ~~value-added~~A&D ~~services)~~customers; ~~and~~high-precision ~~diversifying~~semiconductor ~~our~~equipment ~~capabilities~~ and ~~supply~~integrated ~~chain.~~subsystems; Wea ~~intend~~wide torange ~~continue~~of toindustrial ~~expand~~automation, ~~our business by growing our CCS segment~~controls, ~~focusing~~test onand ~~our~~measurement ~~HPS~~devices; ~~business, high~~engineering-~~value~~focused ~~EMS~~engagements, ~~programs (~~including ~~with~~in ~~hyperscalers)~~the ~~and~~areas ~~services~~of telematics, ~~and~~human bymachine ~~continuing~~interface, toInternet-of-Things ~~pursue new customers~~ and ~~acquisition~~embedded ~~opportunities~~systems; inadvanced ~~both~~solutions offor ~~our~~surgical ~~segments.~~instruments, ~~See~~diagnostic ~~"Celestica's~~imaging ~~Strategy"~~and ~~below~~patient ~~for~~monitoring; aand ~~discussion~~efficiency ofproducts ~~our~~to ~~strategy,~~help manage and ~~Item~~monitor 7,the ~~MD&A~~energy ~~for~~and apower ~~discussion of our current priorities~~industries.

Customer engagements in our ATS segment may increasingly involve engineering services and support. However, unlike our HPS business within our CCS segment, we do not generally collaborate with ATS customers on the design of the solutions we manufacture, or engage in R&D and product development for our own proprietary portfolio of solutions. As such, the nature of the programs in our ATS business are broadly characterized as EMS ~~Industry~~engagements, and the relationships with these customers are more consistent with our traditional business model.

~~Overview~~Our end market revenue as a percentage of total revenue is as follows:

Leading EMS companies manage global networks that are capable of delivering customized supply chain solutions. They offer end-to-end services for the entire product lifecycle, including design and engineering services, manufacturing, assembly, testing, systems integration, fulfillment and after-market services. Our customers, which include OEMs, cloud-based and other service providers (including hyperscalers), and other companies in a wide range of industries, outsource these services to address challenges related to cost, asset utilization, quality, time-to-market, demand volatility, customer support, and rapidly changing technologies. In particular, service providers have utilized our services to expand and optimize their data centers to enable their strategies.


	2025		2024		2023
ATS	26	%	33	%	42	%
Communications	57	%	41	%	33	%
Enterprise	17	%	26	%	25	%

WeIndustry ~~believe outsourcing by these companies will continue across a number of industries as a means to:~~ overview

~~Reduce~~Celestica ~~Operating~~operates ~~Costs~~in ~~and~~the ~~Invested~~contract ~~Capital. Global~~design ~~EMS~~and ~~companies~~manufacturing ~~can~~industry ~~provide~~and ~~access~~competes towith a ~~network~~variety of ~~manufacturing~~providers ~~sites~~from ~~with~~EMS ~~supply~~companies ~~chain~~to ~~management~~ODMs. ~~expertise,~~The ~~advanced~~EMS ~~engineering~~companies ~~capabilities~~that Celestica competes with, ~~flexible~~typically ~~capacity~~manage global manufacturing and ~~economies~~logistics networks that are capable of ~~scale.~~delivering Ascustomized asolutions, ~~result~~and may offer, ~~outsourcing~~depending toon ~~such~~the ~~companies~~extent ~~can~~of ~~reduce~~their ~~customers' overall~~capabilities, end-to-end services covering the full product lifecycle, ~~and~~which ~~operating~~can ~~costs~~include assembly, ~~working~~supply ~~capital~~chain management, testing, system integration, fulfillment and ~~property~~other services. ODMs offer a similar range of services, ~~plant~~and also typically support the design and ~~equipment~~development ~~investment~~of ~~requirements~~products they manufacture for their customers.

~~Focus~~Celestica ~~Resources~~is onincreasingly ~~Core~~engaged ~~Competencies. EMS~~as an ODM by our customers. ~~are~~As ~~able~~part toof ~~prioritize~~Celestica's ~~their~~ODM ~~resources~~offerings, onwe ~~product~~design ~~development~~and manufacture products, ~~sales~~either as customized solutions, ~~marketing~~white box solutions or under Joint Design and ~~customer~~Manufacturing ~~service~~(JDM) byengagements ~~outsourcing~~in ~~design,~~collaboration ~~engineering,~~with ~~manufacturing,~~our ~~supply~~customers. ~~chain,~~An ~~product~~ODM ~~lifecycle~~provider ~~management~~may engage in R&D activities related to new product design, optimization and other ~~product~~innovations, ~~support~~which ~~requirements~~often results in the creation of IP. This business is primarily within our HPS business.

~~Improve~~Our ~~Time-to-Market. We~~customers, ~~believe~~which ~~that~~include ~~companies can~~cloud-based ~~significantly~~and ~~improve~~other ~~their~~service ~~product~~providers ~~development~~(including ~~cycles~~hyperscalers), OEMs and ~~enhance~~enterprise ~~time-to-market~~customers byin ~~benefiting~~a ~~from~~wide ~~the~~range ~~expertise~~of ~~and~~industries, ~~infrastructure~~outsource ofthese ~~EMS~~services ~~providers,~~to ~~including~~address ~~their~~challenges ~~capabilities~~related ~~relating~~ to ~~design~~cost, ~~and~~asset ~~engineering~~utilization, ~~services~~quality, ~~prototyping~~time-to-market, ~~and~~demand ~~the~~volatility, ~~rapid~~customer ~~ramp-up~~support, ofand ~~new~~rapidly ~~products~~changing totechnologies. ~~high-volume~~In ~~production~~particular, ~~all~~hyperscalers ~~with~~have ~~the~~utilized ~~critical~~our ~~support~~services to increase deployments of ~~global~~customized ~~supply~~advanced ~~chain~~hardware ~~management~~and systems-level solutions, in order to expand and ~~manufacturing~~optimize ~~networks~~their data center infrastructure.

~~Utilize EMS Companies' Procurement, Inventory Management and Logistics Expertise.~~ We believe ~~that~~our ~~the~~customers ~~successful~~will ~~manufacturing~~continue ofto ~~electronic~~outsource ~~products~~to ~~requires~~us, ~~significant~~as ~~resources~~a means to ~~manage~~reduce ~~the~~operating ~~complexities~~costs ~~in planning, procurement~~ and ~~inventory~~capital ~~management~~investments, ~~frequent~~improve ~~design~~time ~~changes,~~to ~~short~~market ~~product lifecycles~~ and ~~product~~manage ~~demand~~supply ~~fluctuations.~~chain ~~Companies can~~complexities, ~~help~~while ~~manage~~leveraging ~~these~~our ~~complexities~~engineering byexpertise, ~~outsourcing~~ end-to-end ~~those~~service ~~EMS~~offerings ~~providers that (i) possess sophisticated IT systems~~ and ~~global~~globally diversified supply chain ~~management capabilities and (ii) can leverage significant component procurement advantages to lower product costs~~.

Access Leading Engineering Capabilities and Technologies. EMS providers can assist companies in the development of new product concepts, the re-design of existing products, and improvements with respect to the performance, cost and time required to bring products to market. In addition, companies can gain access to high-quality manufacturing expertise and capabilities in the areas of advanced process, interconnect and test technologies.

Improve Access to Global Markets. EMS companies with global infrastructure and support capabilities help to provide customers with efficient world-wide manufacturing solutions, distribution capabilities and after-market services.

Access Value-Added Service Offerings. EMS providers strive to expand their offerings to include services such as testing, fulfillment and after-market services, including repair and recycling, to encourage companies to outsource more of their cost of goods sold.

Original Design Manufacturer Industry

As part of our value-added services offerings, Celestica is involved in product design and R&D activities, particularly related to IT hardware offerings including networking switches and compute and storage products. In recent years, Celestica has become more regularly viewed by customers, competitors and industry analysts as an ODM within these markets. Our customers utilize Celestica's services in our capacity as an ODM for benefits such as manufacturing at scale, supply chain management and other value propositions offered by EMS providers discussed above.

We believe the primary differences in the value proposition of an ODM when compared to the EMS business include:

(1) Design engineering services. ODM providers have a more significant level of involvement in the design of the manufactured products than EMS providers, whether fully designed by the ODM’s engineering teams (often marketed as a white box solution) or in collaboration with the customer known as JDM. (2) R&D. An ODM provider may engage in R&D activities related to new product design, optimization and other innovations, which often results in the creation of IP. Customers are able to leverage the ODM’s IP portfolio and R&D capabilities to lower the cost and timeframe of product design, development and launch.

A customer may elect to use an ODM provider as it allows them to customize the features and design of the solution, which may be optimized for performance or cost, to better serve the customer’s requirements. This is in contrast to using an OEM product, which is often a fully-designed or “off-the-shelf” solution, which may have minimal, or no ability, to be customized by the customer.

Celestica's Strategy

We constantly seek to advance our quality, engineering, manufacturing, design, and supply chain capabilities. We will continue to focus on our pursuit of the following, intended to strengthen our competitive position and enhance customer satisfaction and shareholder value:

Increase Penetration in our End Markets/Offerings. We continually strive to further diversify our portfolio. Our goal is to increase our presence across our high-value markets, with particular emphasis on expanding our ATS segment, HPS business and high-value EMS programs (including with hyperscaler customers). Although our ATS segment revenue in 2024 decreased 5% compared to 2023, we continue to target an average annual revenue growth rate of 10% over the long-term. Within our CCS segment revenue, our HPS business saw revenue growth of 63% in 2024 compared to 2023. In 2024, HPS revenue accounts for 29% of total revenue (2023 — 21%, 2022 — 25%).6

	2024		2023		2022
ATS	33	%	42	%	41	%
Communications	41	%	33	%	40	%
Enterprise	26	%	25	%	19	%

Increase Penetration in our End Markets/Offerings. We continually strive to further diversify our portfolio, including through the addition of new customers, as well as new programs with existing customers. Our goal is to increase our presence across our high-value markets, with particular emphasis on expanding our HPS business, high-value EMS programs (including with hyperscaler customers) and our ATS segment.

7Selectively Pursue Acquisitions and Strategic Transactions. We will continue to selectively seek acquisition opportunities and strategic transactions in order to (i) profitably grow our revenue, (ii) further develop strategic relationships with customers in our end markets; (iii) enhance the scope of our capabilities and service offerings, (iv) advance our R&D capabilities and enhance our IP portfolio, and (v) expand our capabilities and offerings to include further after-market services and product licensing opportunities.

~~Selectively~~Continuously ~~Pursue~~Improve ~~Acquisitions~~Operational ~~and Strategic Transactions~~Performance. We will continue to ~~selectively~~focus ~~seek~~on: ~~acquisition~~(i) managing ~~opportunities~~our mix and ~~strategic~~volume ~~transactions~~of inbusiness ~~order~~ to ~~(i) profitably~~improve ~~grow~~ our ~~revenue~~overall margins, (ii) ~~further~~leveraging ~~develop~~our ~~strategic~~supply ~~relationships~~chain ~~with~~practices ~~customers~~globally into effectively manage materials costs, minimize lead times and improve our ~~end~~planning ~~markets;~~cycle to better meet volatility in customer demand and improve asset utilization and inventory levels, (iii) successfully ramping new programs, and (iv) ~~enhance~~improving ~~the~~operating ~~scope~~efficiencies ofto ~~our~~effectively ~~capabilities~~manage production costs and ~~service~~improve ~~offerings~~margins. In order to help us streamline our processes, ~~(iv)~~we ~~enhance~~continue to invest in our IP"digital ~~portfolio~~factory," which automates and ~~(v)~~connects ~~expand~~our equipment, people and systems throughout our ~~capabilities~~global network, including our customers and ~~offerings~~suppliers. toOur ~~include~~mix of programs, and operating leverage across several of our businesses had a favorable impact on our gross margin in recent years. In addition, our ongoing cost reductions initiatives, which are intended to further ~~after-market~~streamline ~~services~~our business, increase operational efficiencies and ~~product~~improve ~~licensing~~our ~~opportunities~~productivity, have had a favorable impact on our profitability.

~~Continuously~~Develop ~~Improve~~and ~~Operational~~Grow ~~Performance~~Trusted Relationships with Customers. We ~~will~~ continue to ~~focus~~pursue ~~on: (i) managing our mix and volume of business and service offerings to improve our overall margins~~profitable, ~~(ii) leveraging~~strategic ~~our~~relationships ~~supply~~with ~~chain~~industry ~~practices~~leaders ~~globally~~that towe ~~lower~~believe ~~materials~~can ~~costs,~~benefit ~~minimize~~from ~~lead times and improve~~ our ~~planning~~services ~~cycle to better meet volatility in customer demand~~ and ~~improve~~solutions. ~~asset~~We ~~utilization~~strive ~~and inventory levels, (iii) successfully ramping new programs, and (iv) improving operating efficiencies~~ to ~~reduce~~respond ~~costs and improve margins. In order~~ to ~~help us streamline~~ our ~~processes,~~customers' weneeds ~~continue~~with ~~to invest in our "digital factory~~speed," ~~which~~flexibility ~~automates~~ and ~~connects~~predictability. ~~our~~We ~~equipment,~~have ~~people~~established and ~~systems~~maintain ~~throughout~~strong ~~our~~relationships ~~global~~with ~~network,~~a ~~including~~diverse ~~our customers and suppliers. Our~~ mix of ~~programs,~~cloud-based and ~~operating~~other ~~leverage~~service ~~across~~providers ~~several~~(primarily ofhyperscalers), ~~our~~leading ~~businesses~~OEMs ~~had~~and aother ~~favorable~~companies ~~impact~~across on our ~~gross~~end ~~margin in 2024~~markets. InWe ~~addition,~~believe that our ~~ongoing~~customer ~~cost~~base ~~reductions~~is ~~initiatives,~~a ~~which~~strong ~~are~~potential ~~intended~~source toof ~~further~~growth ~~streamline~~for ~~our~~us ~~business,~~as ~~increase~~we ~~operational~~seek ~~efficiencies~~to ~~and~~strengthen ~~improve~~these ~~our~~relationships ~~productivity,~~through ~~have~~adding ~~had~~to athe ~~favorable~~breadth ~~impact~~and onscale of our ~~profitability~~solutions.

~~Develop~~Expand Range of Service Offerings and ~~Grow~~Continue ~~Trusted~~to ~~Relationships~~Invest ~~with~~in ~~Leading~~Engineering ~~Customers~~and Supply Chain Solutions and Services. We ~~continue~~continually seek to ~~pursue~~expand ~~profitable,~~the ~~strategic~~services ~~relationships~~we ~~with~~offer ~~industry~~to ~~leaders~~our ~~that~~customers, and we ~~believe~~are ~~can~~committed ~~benefit~~to ~~from~~meeting our ~~services~~customers' needs in the areas of technology, design, engineering, quality, product lifecycle management and ~~solutions~~supply chain management. We ~~strive~~believe toour ~~respond~~expertise in these areas enables us to meet the rigorous demands of our customers'. ~~needs~~Additionally, ~~with~~it ~~speed,~~allows ~~flexibility~~us ~~and~~to ~~predictability.~~produce Wea ~~have~~variety ~~established~~of ~~and~~technologies ~~maintain~~ranging ~~strong~~from ~~relationships~~high-volume ~~with~~electronics and equipment used in a ~~diverse~~broad ~~mix~~array of ~~leading OEMs~~industries, ~~cloud-based~~to highly complex data center technology products, and ~~other~~enables ~~service~~us ~~providers~~to consistently and ~~other~~reliably ~~companies~~deliver ~~across~~these ~~our~~products ~~end~~and ~~markets~~services to our customers. We also believe ~~that~~the systems, collaborative processes and our expertise in supply chain management help us to effectively meet customer ~~base~~lead istime arequirements, ~~strong~~and ~~potential~~enable ~~source~~our ofcustomers ~~growth~~to ~~for~~achieve usfast astime-to-market. weWe ~~seek~~collaborate with our suppliers to ~~strengthen~~influence ~~these~~component ~~relationships~~design ~~through~~for the ~~delivery~~benefit of ~~additional~~our ~~services~~customers. As a result of the successes that we have had in these areas, we have been recognized with numerous customer and industry achievement awards.

~~Expand~~Enhance ~~Range~~our ofCapabilities ~~Service~~in ~~Offerings~~R&D, ~~and~~New ~~Continue~~Technology toDevelopment, ~~Invest~~Quality inProducts ~~Engineering~~ and ~~Supply~~Design ~~Chain~~to ~~Solutions~~support ~~and~~our ~~Services~~HPS Business. We continually ~~seek~~invest toin ~~expand the services we offer to~~ our ~~customers,~~internal ~~and~~R&D wecapabilities ~~are committed~~ to ~~meeting~~support ~~our customers' needs in~~ the ~~areas~~development of ~~technology,~~new ~~engineering~~technologies, ~~quality,~~products ~~product lifecycle management~~ and ~~supply~~IP, ~~chain~~which ~~management.~~support Wethe ~~believe~~offering within our ~~expertise~~HPS inbusiness. ~~these~~As ~~areas~~an ~~enables~~ODM, uswe tobelieve ~~meet~~it ~~the~~is ~~rigorous~~critical ~~demands~~for of our ~~customers,~~competitive ~~allows~~positioning us to ~~produce~~be acompetent ~~variety~~in ofworking ~~electronic~~with ~~products~~leading ~~ranging~~edge ~~from~~technologies ~~high-volume~~for ~~electronics~~IT tohardware ~~highly complex technology infrastructure~~ products ~~used~~across ~~in a broad array of industries~~networking, server and ~~allows~~storage uscategories. toInvestment ~~deliver~~in ~~consistently reliable products to~~ our ~~customers.~~design Weand ~~also~~engineering ~~believe~~capabilities ~~the systems~~ and ~~collaborative~~product ~~processes~~roadmaps ~~associated~~is ~~with~~required ~~our expertise~~ in ~~supply~~order ~~chain management help us~~ to ~~adjust~~maintain our ~~operations~~technology toleadership ~~meet~~throughout ~~customer~~upgrade ~~lead~~cycles ~~time requirements,~~ and ~~quickly and effectively deliver products directly~~ to ~~end~~support ~~customers. We collaborate with~~ our ~~suppliers~~customers toin ~~influence~~their ~~component~~deployments ~~design~~of ~~for~~their ~~the~~critical ~~benefit~~IT ofproducts ~~our~~and ~~customers~~infrastructure. AsWe aalso ~~result~~invest ofin ~~the~~software ~~successes~~engineering ~~that~~capabilities ~~we have had~~ in ~~these~~order ~~areas,~~to wesupport ~~have~~our ~~been~~customers ~~recognized~~on ~~with~~enablement ~~numerous~~of ~~customer~~open-sourced ~~and industry achievement awards~~solutions.

Enhance our Capabilities in R&D, New Technology Development, Quality Products and Design to support our HPS Business. We continually invest in our internal R&D capabilities to support the development of new technologies, products and IP, which support the offering within our HPS business. As an ODM, we believe it is critical for our competitive positioning to be competent in working with leading edge technologies for IT hardware products across networking, server and storage categories. Investment in our design and engineering capabilities and products roadmaps is required in order to maintain our technology leadership throughout upgrade cycles and to support our customers in their deployments of their critical IT products and infrastructure. We also invest in software engineering capabilities in order to support our customers on enablement of open-sourced solutions.

See Item 7, MD&A — "Operating Goals and Priorities" for a discussion of our current priorities and areas of focus.

~~Celestica's~~Our ~~Business~~Services and Products

~~Innovative~~We ~~Supply~~offer ~~Chain~~a ~~Solutions~~comprehensive range of products and ~~Services~~services that cover the entire technology product lifecycle, including hardware design and development, new product introduction, engineering services, supply chain management and logistics,

We are a global provider of innovative supply chain solutions. We offer a range of services including design and development, engineering services, supply chain management, new product introduction, component sourcing, electronics manufacturing, assembly, testing, complex mechanical assembly, systems integration, precision machining, order fulfillment, logistics, product licensing, and after-market repair and return and ITAM/ITAD services. Our design and development services include our HPS offering, which consists of developing infrastructure platforms, hardware and software design solutions, including open-source software that complements our hardware offerings, and services in collaboration primarily with CCS segment customers, as well as managing aspects of the supply chain and manufacturing, including firmware/software 7

electronics manufacturing and assembly, complex mechanical assembly, precision machining, systems integration, testing, product licensing, software enablement solutions, and services, including ITAM/ITAD services.

Our design and development services include our HPS offering, which is characterized as our ODM business. We believe that our HPS offering helps to differentiate us from other EMS providers, by supporting customers in the design of advanced hardware and systems-level solutions, primarily for data centers, that can be customized to support their specific requirements.

Design and engineering services

Our HPS offering is an engineering-led, IP-based offering that allows us to drive innovation in hardware and software solutions for our customers and further broaden our value proposition by leveraging our ecosystem partners and broad range of capabilities across the product lifecycle. It encompasses advanced technology infrastructure platforms, and hardware and software design solutions that customers can tailor to their specific applications. Our HPS offering focuses on developing or jointly designing customized solutions and subsequently managing the other aspects of the supply chain. We work directly with our customers to understand their product roadmaps and requirements, and to develop technology solutions intended to meet their particular needs.

Our engineering services include product and process design, design review, product test solutions, assembly technology and automation.

We continue to invest in leading-edge product roadmaps and design capabilities aligned with both market standards and emerging technologies. We deliver both customized and jointly-designed products, and complete platform solutions in technologies including storage, servers, and networking. For customer-owned designs, we augment their design teams, and utilize our proprietary design analysis tools to minimize design revisions and to achieve improved manufacturing yields.

We believe that collaboration between our customers' teams, key ecosystem partners, and our design and manufacturing groups helps to ensure that new designs are released rapidly, smoothly and cohesively into production. We maintain ties with key industry associations and engineering firms to help us stay apprised of advances in technical knowledge.

Data center related products and services

We provide a comprehensive suite of products and services for our data center customers, including cloud and AI service providers, including hyperscalers, IT OEMs and enterprise customers. We engage with these customers in a capacity as both an EMS and ODM provider, and provide a range of services including R&D, design (including JDM), fully designed white box solutions, manufacturing, engineering and testing. Our capabilities span across various categories of IT hardware including networking (including Ethernet switches and optical systems, amongst other products), servers (including AI/machine learning (ML) compute), storage, data center racks and software solutions. The products we manufacture and assemble may be used directly by our customers in their own data centers, as in the case of hyperscalers or enterprise customers, or may be re-sold to end users by our OEM customers.

Prototyping and new product introduction

Prototyping is a critical early-stage process in the development of new products. Our engineers work with our customers' engineers to provide quick responses in the early stages of the product development lifecycle.

Supply chain management and services

We utilize our enterprise systems, as well as specific supply chain IT tools, to provide management with the data and analytics required to manage the logistical complexities of our business and are augmented by and integrated with other applications, such as shop floor controls, component and product database management, and design tools. With those systems and tools, we optimize material management from suppliers to our customers' customers.

We strive to reduce our customers' total cost of ownership by providing lower costs and reduced cycle times in their supply chain, and by delivering higher quality products. We share data electronically with our key suppliers, and help ensure speed of supply through strong relationships with our component suppliers and logistics partners. We view the size and scale of

~~enablement~~our ~~across~~procurement ~~all primary IT infrastructure data center technologies~~activities, ~~and after-market support,~~ including ~~ITAM/ITAD. We believe that~~ our ~~HPS~~IT ~~offering~~systems, ~~helps~~as toan ~~differentiate~~important uscompetitive ~~from other EMS providers~~advantage, byas ~~encompassing~~they ~~advanced~~enhance ~~technology~~our ~~design~~ability ~~solutions that customers can tailor~~ to ~~their~~obtain ~~specific~~better ~~platform~~pricing, ~~applications.~~influence Wecomponent ~~execute~~packaging ~~our~~and ~~business in our global network of sites~~designs, ~~including~~and ~~our~~obtain ~~designated~~a ~~centers~~supply of ~~excellence~~components, ~~strategically~~especially ~~located~~ in ~~North~~constrained ~~America, Europe and Asia~~markets. We ~~leverage~~procure ~~these~~substantially ~~sites~~all ~~and centers~~ of ~~excellence, IT, and~~ our ~~supply~~materials ~~chain expertise using collaborative processes~~ and acomponents ~~team~~on ofbehalf ~~highly skilled, customer-focused employees. We believe that our ability to deliver a range~~ of ~~supply chain and hardware solutions to~~ our customers ~~provides~~pursuant ~~them~~to ~~with~~individual apurchase ~~competitive~~orders ~~lead~~that ~~time,~~are ~~and~~generally ~~advantages~~short-term in ~~quality, flexibility and total cost of~~ ~~ownership~~nature.

~~The~~Components ~~objective~~and ofraw ~~our~~materials ~~centers~~are sourced globally, with a majority of ~~excellence~~electronic ~~program~~components isoriginating from Asian countries. See Item 1A, Risk Factors, "Our ability to ~~help~~successfully ~~ensure~~manage ~~that~~unexpected changes or risks inherent in our global operations ~~reflect~~and asupply ~~solid~~chain ~~understanding~~may adversely impact our financial performance" for a discussion of ~~the~~various ~~markets~~risks werelated ~~serve,~~to ~~have~~our ~~current~~foreign ~~capabilities~~operations. ~~and~~Also ~~standardized~~see ~~practices~~Item 1A, ~~and~~Risk Factors, "We are ~~positioned~~dependent on third parties to ~~provide~~supply ~~efficiency,~~certain ~~consistency~~materials, and ~~value~~our toresults ~~our~~were ~~customers~~negatively ~~around~~affected by the ~~globe.~~availability Toof ~~obtain~~such ~~"center~~materials ofin ~~excellence"~~the ~~status~~past and may be negatively affected by the quality, ~~our~~availability ~~sites~~and ~~must~~cost ~~meet~~of such materials in the future." We work with our ~~defined~~suppliers ~~criteria~~and ~~pertaining~~customers to ~~quality,~~attempt to ensure continuity in the supply ~~chain~~of ~~capabilities,~~these ~~Lean~~components. ~~and~~In ~~Six~~cases ~~Sigma,~~where ~~market~~unanticipated ~~specific~~customer ~~certifications~~demand (or supply shortages occur, we attempt to ~~the~~ ~~extent~~arrange ~~applicable)~~for alternative sources of supply, ~~and~~where ~~other~~available, ~~matters~~or ~~regarding~~defer ~~their~~planned ~~operations~~production in response to the availability of the critical components.

~~Quality~~To minimize the risk associated with inventory, ~~Lean~~we primarily order materials and ~~Six~~components ~~Sigma~~only ~~Culture~~to the extent necessary to satisfy existing customer orders and forecasts covered by the applicable customer contract terms and conditions. However, in anticipation of material shortages, we may place additional orders to secure supply, offset in part by the receipt of cash deposits from the relevant customers. We have implemented specific inventory management strategies with certain suppliers, such as "supplier managed inventory" (pulling inventory at the production line on an as-needed basis) and on-site stocking programs. In certain cases, we also employ a consignment model with specific customers for particular components related to their programs.

We believe one of our key strengths, compared to our competitors, is our ability to consistently deliver high quality services and products. We maintain a robust quality management system focusing on continuous process improvements and ensuring high levels of customer satisfaction. In order to be successful, we employ advanced statistical engineering techniques and other tools designed to enhance production and service quality. Our principal sites are ISO 9001 and ISO 14001 certified, adhering to international quality management standards and equipped with necessary industry specific certifications.

Our Celestica Operating System (COS) consists of the application of global standard processes to all critical aspects of our operations, including quality, supply and operations planning, new product introduction, daily visual performance management, and continuous operational improvement through a "Plan Do Check Adjust" cycle. The COS is intended to improve cost productivity, create accountable teams, and assure consistent performance.

In addition to these standards, we deploy Lean initiatives to help drive manufacturing efficiencies, cycle times velocities and improved product quality, and use Six Sigma extensively in an effort to reduce process variation and to drive root cause problem-solving. Lean and Six Sigma methods are also used in non-production areas to streamline our processes and eliminate waste. We apply the knowledge we gain in our after-market services to help improve the quality and reliability of next-generation products. We believe that success in these areas helps our customers to lower their costs, positioning them more competitively in their respective markets.

Design and Engineering Services

Our global design teams are focused on delivering flexible solutions and expertise, intended to help customers reduce overall product costs, improve time-to-market, introduce competitively differentiated products, and drive hardware innovations. For customer-owned designs, we augment their design teams, and utilize our proprietary design analysis tools to minimize design revisions and to achieve improved manufacturing yields. Our HPS offering includes the development of infrastructure platforms and hardware and software design solutions in collaboration with customers, managing aspects of the supply chain, manufacturing their products and providing ITAM/ITAD services. Our HPS offering is an engineering-led, IP-based offering that allows us to drive hardware innovation and solutions for our customers and further broaden our value proposition by leveraging our ecosystem partners and broad range of capabilities across the product lifecycle. We continue to invest in leading-edge product roadmaps and design capabilities aligned with both market standards and emerging technologies in support of our HPS offering. We deliver both partially customized HPS products, and complete hardware platform solutions to customers in the storage, servers, and communications markets. These products and solutions are intended to help our customers reach their markets faster and enable their strategies, while reducing total costs, increasing supply chain resilience and building valuable IP for their product portfolios and/or data centers. Through our collective experience with common technologies across multiple industries and product groups, we believe we provide quality and cost-focused solutions for a wide range of our customers' design needs and strategies.

We collaborate with some of our core customers' product designers in the early stages of product development, using advanced tools to enable new product ideas to progress from electrical and application-specific integrated circuit design, to simulation, physical layout and design review, all intended to ensure readiness for manufacturing. We use our design expertise to create innovative technologies and hardware product solutions, and leverage key ecosystem partners to drive both innovation and supply chain leverage. Our HPS offering encompasses advanced technology infrastructure platforms, and hardware and software design solutions that customers can tailor to their specific applications. We believe that collaboration between our customers' teams, key ecosystem partners, and our design and manufacturing groups helps to ensure that new designs are released rapidly, smoothly and cohesively into production.

Our engineering services team works with our customers throughout the product lifecycle. We believe our engineering expertise and experience in product and process design, design review, product test solutions, assembly technology, automation, and quality and reliability, position us to deliver the services required to address the challenges facing our customers. We maintain ties with key industry associations and engineering firms to help us stay apprised of advances in technical knowledge.

R&D and IT Hardware for the Data Center Customers

We provide a comprehensive suite of products and services for our data center customers, including hyperscalers, cloud and AI service providers and enterprise, as well as IT OEMs. We engage with these customers in a capacity as both an EMS and ODM provider, and provide a range of services including R&D, design (including JDM), fully designed white box solutions, manufacturing, engineering and testing. Our capabilities span across various categories of IT hardware including networking (including optical modules and Ethernet switches, amongst other products), servers (including AI/ML compute), storage, and data center racks. The products we manufacture and assemble may be used directly by our customers in their own data centers, as in the case of hyperscalers or enterprise customers, or may be re-sold to end users by our OEM customers.

Prototyping and New Product Introduction

Prototyping is a critical early-stage process in the development of new products. Our engineers collaborate with our customers' engineers to provide quick responses in the early stages of the product development lifecycle.

Supply Chain Management and Services

We use advanced planning, analytics, enterprise resource planning, and supply chain management systems to optimize materials management from suppliers to our customers' customers. We believe that the effective management of the supply chain is critical to our customers' success, as it directly impacts the time and cost required to deliver products to market and the capital requirements associated with carrying inventory.

We strive to reduce our customers' total cost of ownership by providing lower costs and reduced cycle times in their supply chain, and by delivering higher quality products. We also strive to align our preferred suppliers in close proximity to our centers of excellence to increase the speed and flexibility of our supply chain, to deliver higher quality products and to reduce time-to-market.

Through our global supply chain management processes and integrated IT tools, we endeavor to provide our customers with enhanced visibility to balance their global demand and supply requirements, including inventory and order management.

Manufacturing ~~Services~~services

Printed Circuit Board Assembly

Printed circuit board (PCB) assembly includes the attachment of electronic components, such as capacitors, microprocessors, resistors and memory modules, to PCBs. Our global network of engineers helps us to provide our customers with full PCB assembly technology capabilities. These capabilities include design for manufacturing, PCB layout, packaging, assembly (circuit card assembly (CCA)), lead-free soldering, test development, and data analytics for complex flexible and rigid-flex circuits and hybrid PCBs. We work with a variety of substrates based on the products we build for our customers, from thin, flexible PCBs to highly complex, dense multi-layer PCBs, as well as a broad array of advanced components and subcomponents and attachment technologies.

Complex Mechanical Assembly

We provide systems integration ~~and precision machined components~~ to our Capital Equipment customers. Complex mechanical systems integration consists of multiple interconnected subsystems that interact with various materials, e.g., fluids, solids, particles and rigid bodies. Such systems are often used in advanced manufacturing applications such as semiconductor manufacturing, ~~display manufacturing (including LCD, OLED, QLED and other displays),~~ medical applications using robotics, and other applications where precise standards are required. We also provide complex mechanical assembly primarily to our aerospace customers, including wire harness assembly, systems integration, sheet metal fabrication, welding and machining.

Precision Machining

We utilize specialized computer-controlled machines to manufacture high quality components to tight tolerance requirements. Such components are often used in applications similar to those noted above for complex mechanical assembly.

~~Energy~~Systems ~~Services~~assembly and testing

We ~~provide~~use ~~integrated~~sophisticated ~~solutions~~technologies ~~and~~in ~~services~~the toassembly ~~our~~and ~~renewable~~testing ~~energy~~of ~~customers~~our inproducts. ~~the~~We ~~areas~~continue ofto ~~power~~make ~~generation,~~investments ~~conversion~~in ~~and~~the ~~monitoring.~~development ~~Our~~of ~~energy~~automated ~~portfolio includes power inverters~~solutions, ~~energy~~as ~~storage~~well ~~products,~~as ~~smart~~new ~~meters~~assembly and ~~other~~test ~~electronic~~process ~~componentry,~~techniques ~~and~~intended ~~encompasses~~to ~~complete~~enhance product ~~lifecycle solutions~~quality, ~~including design, manufacturing and reliability services.~~

~~Systems Assembly and Testing~~9

We use sophisticated technologies in the assembly and testing of our products. We continue to make investments in the development of automated solutions, as well as new assembly and test process techniques intended to enhance product quality, reduce cost and improve delivery time to customers. We work independently and also collaborate with customers and suppliers to develop assembly and test technologies. Systems assembly and testing require sophisticated logistics capabilities to rapidly procure components, assemble products, perform complex testing and distribute products to customers around the world. Our full systems assembly services involve combining and testing a wide range of sub-assemblies and components before shipping them to their final destination. Some customers require custom build-to-order system solutions (including data-center rack integration) with very short lead times, and we are focused on using our advanced supply chain management capabilities to respond to our customers' needs.

Quality and ~~Product~~product ~~Assurance~~assurance

We offer comprehensive reliability testing, inspection and qualification services to support our customers throughout the entire product lifecycle. Our quality and product assurance teams conduct rigorous testing to ensure designs meet or exceed required specifications. With expertise in testing to various industry standards, we collaborate closely with our customers to implement customized test protocols. This proactive approach helps identify certification risks early in the product development process, ultimately reducing costs and accelerating time to market.

Failure ~~Analysis~~analysis and ~~After~~after-~~Market~~market ~~Services~~services

Our extensive failure analysis capabilities concentrate on identifying the root cause of product failures and determining corrective actions. Products are subjected to various environmental extremes, including temperature, humidity, vibration, voltage and contamination. Field conditions are simulated in failure analysis laboratories which employ electron microscopes, spectrometers and other advanced equipment. Our engineers work proactively in partnership with suppliers and customers in an effort to discover product failures before products are shipped, and to develop and implement solutions if required.

We also seek to provide value to our customers through our after-market services offerings which include repair, fulfillment, reverse logistics, ITAM/ITAD, reclamation and returns processing and prevention. Our fulfillment offering includes the design and management of integrated supply chain and materials management for light manufacturing and final assembly and reclamation. Our reverse logistics offering includes the design and management of transportation networks, warehousing and distribution of products, asset recovery services, and transportation and supply chain event monitoring. Our ITAM/ITAD offering is a single source solution to dispose of IT assets with optimal sustainability including hardware buyback, remarketing/resale, data erasure and destruction, parts harvesting, redeployment and donations. Our returns processing and prevention offering provides our customers with product screening and testing and product design and process analysis. Our reclamation offering includes product disassembly, reassembly and re-use, as well as certified scrap disposition processing. We offer these services individually or integrated through a 'Control Tower' model which coordinates our people, systems and processes with those of our customers to improve service levels by providing an increased level of visibility and analytics throughout the entire after-market value chain.

11Product licensing

offering provides our customers with product screening and testing and product design and process analysis. Our reclamation offering includes product disassembly, reassembly and re-use, as well as certified scrap disposition processing. We offer these services individually or integrated through a 'Control Tower' model which coordinates our people, systems and processes with those of our customers to improve service levels by providing an increased level of visibility and analytics throughout the entire after-market value chain.

Product Licensing

With respect to our partners that are seeking to rationalize their product lines, licensing to us provides them with an alternative to sale or discontinuation. Celestica manages the entire business process for the licensed product or product line, including order acceptance, customer service, engineering, supply chain, obsolescence management, manufacturing, logistics, service parts offering, and after-market services. This allows our partners to continue to serve their customers while maintaining ownership of their IP, and to redeploy their resources for other uses.

Celestica Operating System

We believe one of our key strengths, compared to our competitors, is our ability to consistently deliver high quality services and products. Our Celestica Operating System (COS) ensures that our operating sites have capabilities and standardized practices, and are positioned to provide efficiency, consistency, and value to our customers around the globe. The COS is made of multiple elements including Sales Inventory Operations Planning, Lean and Six Sigma, Quality, Continuous Improvements, Productivity, New Product Introduction, Automation and Suppliers Management and Environmental Health & Safety.

We maintain a robust quality management system focusing on continuous process improvements and ensuring high levels of customer satisfaction. In order to be successful, we employ advanced statistical engineering techniques and other tools

designed to enhance production and service quality. Our principal sites are ISO 9001 and ISO 14001 certified, adhering to international quality management standards and equipped with necessary industry specific certifications.

We deploy Lean initiatives to help drive manufacturing efficiencies, excess inventory elimination throughout the supply chain, cycle times velocities and improved product quality, and use Six Sigma extensively in an effort to reduce process variation and to drive root cause problem-solving. Lean and Six Sigma methods are also used in non-production areas to streamline our processes and eliminate waste. We apply the knowledge we gain in our after-market services to help improve the quality and reliability of next-generation products. We believe that success in these areas helps our customers to lower their costs, positioning them more competitively in their respective markets.

Geographies

~~For~~In ~~each of 2022~~2025, ~~2023 and 2024,~~ approximately 7075% of our revenue was produced in Asia ~~and~~(each ~~approximately 20%~~ of ~~our revenue was produced in North America. See note 22 to the~~ 2024 ~~AFS.~~and ~~Revenue~~2023 ~~produced~~— ~~in Canada represented~~ approximately 570%). ofIn ~~revenue in~~ each of ~~2024~~2025, ~~2023~~2024 and ~~2022. Our property~~2023, ~~plant~~approximately ~~and equipment (PP&E) and operating lease right-of-use (ROU) assets in Canada represented 4~~20% of our ~~total~~revenue ~~PP&E~~was ~~and~~produced ~~operating~~in ~~lease~~North ~~ROU assets at December 31, 2024 (December 31, 2023 — 4%; December 31, 2022 — 6%)~~America. A listing of our principal locations is included in Item 2, "Properties." Certain geographic information for countries with 10% or more of our external revenue and PP&E and operating lease ROU assets is set forth in note 2221 to the ~~2024~~2025 AFS included herein.

Marketing and Customer Experience

We structure our business development teams by end market, with a focus on offering market insight and expertise, and complete ~~manufacturing,~~product ~~HPS~~lifecycle ~~(in the case of our CCS segment) and supply chain~~ solutions to our customers. We have customer-focused teams, each headed by a group general manager who oversees the global relationship with our key customers. These teams work with our subject matter experts to meet the requirements of each customer's product or supply chain. Our global network is comprised of such customer-focused teams, as well as operational and project managers, supply chain management teams, and senior executives.

We provide comprehensive support before, during and after the delivery of our products and services. We seek to deepen and grow our customer relationships by providing consistent, high-quality implementation and customer support services, which we believe drives customer retention and additional opportunities within our existing customer base.

Customer Concentration and Relationship Management

We target industry-leading customers in each of our segments. Our ~~current~~ CCS segment customers include Amazon Fulfillment Services, Inc., ~~Ciena~~Meta ~~Corporation~~Platforms, ~~Dell Technologies~~Inc., Google Inc., ~~Hewlett-Packard~~Ciena ~~Enterprise~~Corporation, ~~IBM~~Dell ~~Corporation~~Technologies, ~~Juniper~~Hewlett-Packard ~~Networks~~Enterprise, ~~Inc.~~ and ~~Meta~~IBM ~~Platforms~~Corporation, Inc. Our ~~current~~ ATS segment customers include Applied Materials, Inc., LAM Research and Honeywell Inc. We are focused on strengthening our relationships with strategic customers through the delivery of new and expanding end-to-end solutions.

We depend on a small number of customers for a substantial portion of our revenue. In the aggregate, our top 10 customers represented 7379% of total revenue for ~~2024~~2025, 6473% for ~~2023~~2024 and 6664% for ~~2022~~2023. In ~~2024~~2025, ~~two~~three customers (~~each~~all in our CCS segment) individually represented 10% or more of total revenue ~~in 2024~~ (2832%, 14% and 1112%~~, respectively~~). WeIn ~~currently~~2024, ~~support~~two customers (each ofin ~~these~~our ~~two~~CCS ~~customers~~segment) ~~across~~individually arepresented ~~number~~10% or more of ~~different~~total ~~programs~~revenue (28% and 11%). In 2023, one customer (in our CCS segment) individually represented 10% or more of total revenue (22%). InSignificant ~~2022~~reductions in, ~~two~~or ~~customers~~the ~~(each~~loss inof, revenue from these or any of our ~~CCS~~major ~~segment)~~customers ~~individually~~may ~~represented~~have ~~10%~~a ormaterial ~~more~~adverse effect on us. See Item 1A, Risk Factors — "We are dependent on a limited number of ~~total~~customers ~~revenue~~and ~~(11%~~end ~~for~~markets ~~each~~and are sensitive to their investment cycles and operating conditions. Revenue decline or loss of any major customer) could have a material adverse effect on our operating results, financial position and cash flows."

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~~connection~~Technology with unexpected demand changes). A majority of these supply agreements also require the customer to purchase unused inventory that we have purchased to fulfill that customer's forecasted manufacturing demand. Some of these agreements require us to provide specific price reductions to our customers over the term of the contracts, which has had (and is expected to continue to have) a significant adverse impact on our revenues, gross margin and operating results. Also see Item 1A, Risk Factors — "Inherent challenges in managing changes in customer demand may impact our planning, supply chain execution and manufacturing, and may adversely affect our operating performance and results."R&D

~~Research~~We look ahead at emerging technologies, by strategically investing and ~~Technology~~collaborating ~~Development~~with our ecosystem partners to define future product roadmaps. We aim to address technologies for data centers at the system level, and leverage our capabilities to deliver complete platform solutions, which may include software, and integration and orchestration of various technologies into rack-scale designs.

We ~~use~~invest ~~advanced~~in ~~technology~~R&D, toincluding ~~design~~independently of specific customer engagements, ~~assemble~~in order to develop our roadmaps and ~~test~~capabilities ~~the~~to ~~products~~support wenext-generation ~~manufacture~~technologies across AI/ML compute, advanced networking and storage solutions. We ~~continue~~have toincreased ~~invest~~our R&D investment in our global design services and capabilities to ~~conceive~~develop differentiated HPS product solutions for our customers, and we anticipate a further increase in R&D investments. Our ongoing R&D activities include the development of processes, test technologies, and platform solutions, including rack-scale designs and spanning core data center technologies that can be used as-is or customized to optimize a customer's specific applications. We are proactive in developing manufacturing techniques that take advantage of the latest component, product and packaging designs. We have worked with, and have taken leadership roles in, industry and academic groups that strive to advance the state of technology in the industry.

We ~~have~~use ~~extensive~~advanced ~~capabilities~~technology ~~across~~to ~~a broad range of specialized assembly~~design, ~~configuration~~assemble and test ~~processes.~~the Weproducts ~~work~~we ~~with~~manufacture. aOur ~~variety~~automated ofelectronics ~~substrates~~assembly ~~based~~lines onare ~~the~~routinely ~~products~~refreshed wewith ~~build~~the ~~for~~latest ~~our~~generation ~~customers~~technology, ~~from~~with ~~thin,~~a focus on flexible ~~PCBs~~lines towith ~~highly~~quick ~~complex~~changeover, ~~dense~~large ~~multi-layer~~board ~~PCBs~~capability, asand ~~well~~small ascomponent acapability. ~~broad~~Our ~~array~~assembly ofcapabilities ~~advanced~~are ~~component~~complemented ~~and~~by ~~attachment~~advanced ~~technologies~~test ~~employed~~capabilities. inThe ~~our~~technologies ~~customers'~~we ~~products~~use ~~and~~include ~~our~~high-speed ~~own~~functional ~~product~~testing, ~~designs.~~optical, Weburn-in, ~~believe~~vibration, ~~that~~radio ~~increasing~~frequency, ~~demand~~and ~~for~~in-circuit ~~full~~and in-~~system~~situ ~~solutions~~dynamic ~~continues~~thermal tocycling ~~drive~~stress ~~technical~~testing. ~~advancement~~Our ininspection ~~complex~~technology ~~design,~~includes ~~including~~X-ray ~~power~~computed tomography, ~~thermal~~advanced ~~and~~automated ~~mechanical~~optical ~~assembly~~inspection, ~~manufacturability,~~three-dimensional ~~serviceability~~paste volumetric inspection and ~~sustainability~~scanning electron microscopy. We ~~also~~work ~~develop~~directly ~~and~~with ~~manufacture~~leaders ~~sub-components,~~in ~~such~~the asequipment ~~optical~~industry ~~modules~~to optimize products and ~~complex~~solutions ~~machined~~or ~~parts,~~to ~~intended~~jointly design solutions to ~~drive~~meet ~~targeted~~the ~~technical~~needs ~~advancements~~of our customers. We apply automation solutions, where possible, to ~~support~~help ~~these~~improve ~~opportunities~~product quality, lower product costs, and increase manufacturing efficiencies.

Our automated electronics assembly lines are routinely refreshed with the latest generation technology, with a focus on flexible lines with quick changeover, large board capability, and small component capability. Our assembly capabilities are complemented by advanced test capabilities. The technologies we use include high-speed functional testing, optical, burn-in, vibration, radio frequency, and in-circuit and in-situ dynamic thermal cycling stress testing. Our inspection technology includes X-ray computed tomography, advanced automated optical inspection, three-dimensional paste volumetric inspection and scanning electron microscopy. We work directly with leaders in the equipment industry to optimize products and solutions or to jointly design solutions to meet the needs of our customers. We apply automation solutions, where possible, to help improve product quality, lower product costs, and increase manufacturing efficiencies.

Our ongoing R&D activities include the development of processes, test technologies, and hardware platform solutions, spanning core data center technologies, that can be used as-is or customized to optimize a customer's specific applications. Our HPS offering is focused on developing design solutions and subsequently managing the other aspects of the supply chain, including product manufacturing and after-market services. We focus our solutions on developing current and next-generation storage, server and communications products (in particular, elements of data centers, which include the development of complete platform solutions to reduce product costs and accelerate time to market, and which we believe will continue to grow). We work directly with our customers to understand their product roadmaps and requirements, and to develop technology solutions intended to meet their particular needs. We are proactive in developing manufacturing techniques that take advantage of the latest component, product and packaging designs. We have worked with, and have taken leadership roles in, industry and academic groups that strive to advance the state of technology in the industry. As we continue to pursue deeper relationships with our customers, and participate in additional services and revenue opportunities with them, we anticipate an increase in our spending in these areas.

Supply Chain Management

We share data electronically with our key suppliers, and help ensure speed of supply through strong relationships with our component suppliers and logistics partners. We view the size and scale of our procurement activities, including our IT systems, as an important competitive advantage, as they enhance our ability to obtain better pricing, influence component packaging and designs, and obtain a supply of components, especially in constrained markets. We procure substantially all of our materials and components on behalf of our customers pursuant to individual purchase orders that are generally short-term in nature.

Components and raw materials are sourced globally, with a majority of electronic components originating from Asian countries. See Item 1A, Risk Factors, "Our ability to successfully manage unexpected changes or risks inherent in our global operations and supply chain may adversely impact our financial performance" for a discussion of various risks related to our foreign operations. All of the products we manufacture or assemble require one or more components. In many cases, there may be only one supplier of a particular component. Some of these components could be rationed in response to supply shortages.

We work with our suppliers and customers to attempt to ensure continuity in the supply of these components. In cases where unanticipated customer demand or supply shortages occur, we attempt to arrange for alternative sources of supply, where available, or defer planned production in response to the availability of the critical components. We experienced materials constraints from certain suppliers in the past, which caused delays in the production of customer products in both of our segments. However, materials constraints did not have a material impact on our revenues or expenses during recent years. See Item 1A, Risk Factors, "We are dependent on third parties to supply certain materials, and our results were negatively affected by the availability of such materials in the past and may be negatively affected by the quality, availability and cost of such materials in the future." While the prices of principal raw materials are generally not volatile, price increases have resulted from materials shortages and inflation in recent periods. Although we have been successful in offsetting the majority of our increased costs with increased pricing for our products and services to date, price increases resulting from such shortages and/or other factors which we cannot recover from our customers have in the past and may in the future adversely impact our results of operations.

We utilize our enterprise systems, as well as specific supply chain IT tools, to provide comprehensive information on our logistics, financial and engineering support functions. These systems provide management with the data and analytics required to manage the logistical complexities of our business and are augmented by and integrated with other applications, such as shop floor controls, component and product database management, and design tools.

To minimize the risk associated with inventory, we primarily order materials and components only to the extent necessary to satisfy existing customer orders and forecasts covered by the applicable customer contract terms and conditions. However, in anticipation of material shortages, we may place additional orders to secure supply, offset in part by the receipt of cash deposits from the relevant customers. We have implemented specific inventory management strategies with certain suppliers, such as "supplier managed inventory" (pulling inventory at the production line on an as-needed basis) and on-site stocking programs. Our initiatives in Lean and Six Sigma also focus on eliminating excess inventory throughout the supply chain.

Intellectual Property

We hold licenses to various technologies which we have acquired in connection with acquisitions. In addition, we believe that we have secured access to technology sufficient for the current conduct of our business and that the duration of our patents is adequate relative to the expected lives of our products.

We regard our manufacturing processes and certain designs as proprietary trade secrets and confidential information. We rely largely upon a combination of trade secret laws, non-disclosure agreements with our customers, suppliers, employees and other parties, and upon our internal security systems, confidentiality procedures and employee confidentiality agreements to maintain the trade secrecy of our designs and manufacturing processes. Although we take steps to protect our trade secrets and other IP, we cannot assure that misappropriation will not occur. See Item 1A, Risk Factors, "We may not adequately protect our IP or the IP of others."

Our increased ~~research~~R&D ~~and design~~ activities have resulted in the growth of our dependence on our patent portfolio. We have hardware and software patents that are integral to our HPS business. We anticipate that such growth (and importance) will continue as we expand this business. In addition, we currently have a ~~limited~~ number of ~~other patents and~~ patent applications pending to protect our IP. Other factors significant to our proprietary rights include the knowledge and experience of management and personnel, and our ability to develop, enhance and market electronics manufacturing services.

Each of our customers typically provides us with a license to its technology for use in providing electronics manufacturing services to such customer. Generally, the agreements governing such technology grant to us non-exclusive, worldwide licenses with respect to the subject technologies, are typically provided without charge, and terminate upon a material breach by us of the terms of such agreements, or termination of the program to which such licenses relate.

We also license ~~some~~certain technology from third parties that we use in providing electronics manufacturing services to our customers. Generally, the agreements governing such technology grant to us non-exclusive, worldwide licenses with respect to the subject technologies and terminate upon expiration, or a material breach by us of the terms, of such agreements.

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Competition

The ~~EMS~~contract design and manufacturing industry is highly competitive with multiple global EMS and ODM providers competing for customers and programs. Our competitors in the EMS industry include Benchmark Electronics, Inc., Flex Ltd., Hon Hai Precision Industry Co., Ltd., Jabil Inc., Plexus Corp., and Sanmina Corporation, as well as smaller EMS companies that often have a regional, product, service or industry-specific focus,. Our ODM competitors provide product design capabilities and ~~ODMs (including~~manufacturing services and include Quanta Computer Inc., Wiwynn Corporation, and Accton Technology Corp. In some markets, particularly in data center switching, we also face competition from OEMs (including Arista Networks, Inc., Cisco Systems, Inc. and others), ~~that~~where ~~provide~~customers ~~internally~~may ~~designed~~decide ~~products~~between the use of customized (ODM) and ~~manufacturing~~off-the-shelf (OEM) solutions, which may include considerations of cost, software, after-market services., and the degree of customization necessary, among others.

We also face indirect competition from current and prospective customers who evaluate our capabilities and commercial models against the merits of manufacturing products internally, and from distribution and logistics providers expanding their services across the supply chain, including assembly, fulfillment, logistics and in some cases, engineering services. There may be instances where our HPS offerings compete with a customer's hardware offerings. We compete with different companies depending on the type of service or geographic area. Some of our competitors have greater scale and provide a broader range of services than we provide. We believe our competitive advantage is our track record in manufacturing technology, design and engineering, quality, complexity, responsiveness and cost-effective, value-added services, including supply chain services. To remain competitive, we believe we must continue to provide technologically advanced manufacturing services and solutions, maintain quality levels, offer flexible delivery schedules, deliver finished products and services on time and compete favorably on price.

~~The~~Some ~~competitive~~of ~~landscape in~~ our ~~CCS~~competitors ~~segment~~have ~~remains~~greater ~~aggressive,~~scale ~~as demand growth continues to move from traditional OEMs to cloud-based~~ and ~~other~~provide ~~service~~a ~~providers,~~broader ~~resulting~~range inof ~~aggressive~~services ~~bidding~~than ~~from~~we ~~EMS providers and increased competition from ODMs as they further penetrate these markets~~provide. AsWe abelieve ~~result~~our ofcompetitive ~~the~~advantage ~~high~~is ~~concentration of~~ our ~~business~~track record in ~~the~~advanced ~~CCS~~manufacturing ~~marketplace~~capabilities, ~~these~~design ~~competitive pressures, aggressive pricing~~ and ~~technology-driven demand shifts~~engineering, ~~have negatively impacted~~quality, ~~and in future periods may negatively impact~~delivery, ~~our~~managing ~~CCS~~complexity ~~businesses. We intend to continue to monitor these dynamics~~ and ~~focus~~responsiveness onenabling cost-effective solutions and ~~portfolio management, in response~~ speed-to ~~these factors. To enhance our competitiveness~~-market, weas ~~continue~~well toas ~~focus~~value-added ~~on expanding our service offerings and capabilities beyond our traditional areas of EMS expertise~~services, including ~~expanding~~engineering ~~our HPS, integration,~~ and ~~after-market~~supply ~~services~~chain ~~offerings~~services.

~~See~~The ~~Item 1A,~~landscape ~~Risk~~in ~~Factors, "We~~our ~~operate~~CCS insegment anremains very competitive. The IT hardware industry ~~comprised~~we ofserve ~~numerous~~has ~~competitors~~been ~~and~~characterized ~~aggressive~~by ~~pricing~~rapid ~~dynamics"~~demand growth in recent years, with spending increasingly concentrated amongst large data center customers, primarily cloud-based and ~~Item 7~~AI service providers, ~~MD&A —~~including ~~"Overview~~hyperscalers, —resulting ~~Overview~~in ofaggressive ~~business~~bidding ~~environment"~~from EMS providers and ~~"Recent~~increased ~~Developments~~competition from ODMs as they attempt to gain greater share in this market."

To remain competitive, we believe we must continue to provide advanced manufacturing services and solutions, lead design capabilities in the technologies we support in our HPS business, maintain high quality levels, deliver finished products and services on time and compete favorably on price.

See Item 1A, Risk Factors, "We operate in an industry comprised of numerous competitors and aggressive pricing dynamics".

Environmental Matters

We are subject to various federal/national, state/provincial, local, foreign and supra-national laws and regulations, including environmental measures relating to the release, use, storage, treatment, transportation, discharge, disposal and remediation of contaminants, hazardous substances and waste, and health and safety measures related to practices and procedures applicable to the construction and operation of our sites. We have management systems in place designed to maintain compliance with such laws and regulations.

Our past operations and the historical operation by others of our sites may have resulted in soil and groundwater contamination on our sites, and in many jurisdictions in which we operate, environmental laws impose liability for the costs of removal, remediation or risk assessment of hazardous or toxic substances on an owner, occupier or operator of real property even if such person or company was unaware of or not responsible for the discharge or migration of such substances. From time to time we investigate, remediate and monitor soil and groundwater contamination at certain operating sites. We generally obtain Phase I or similar environmental assessments (which involve general inspections without soil sampling or groundwater analysis), or review assessment reports undertaken by others, for our manufacturing sites at the time of acquisition or leasing. However, such assessments may not reveal all environmental liabilities (due, for example, to limited available information about prior operations at the properties or other gaps in information at the time we acquire or lease such sites), and assessments have not been obtained for all sites. Where contamination is suspected at sites being acquired or leased, Phase II intrusive environmental assessments (that can include soil and/or groundwater testing) ~~are~~may ~~usually~~be performed. We expect to conduct Phase I or similar environmental assessments in respect of future property acquisitions or leases and intend to perform Phase II assessments where we deem it appropriate. Past environmental assessments have not revealed any environmental liability that we believe will have a material adverse effect on our operating results or financial condition, in part because of contractual retention of liability by landlords and former owners at certain sites. However, any such contractual retention of liability may not provide sufficient protection to reduce or eliminate our liability. Third‑party claims for damages or personal injury are also possible and could result in significant costs to us. If more stringent compliance or cleanup standards under environmental laws

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eliminate our liability. Third‑party claims for damages or personal injury are also possible and could result in significant costs to us. If more stringent compliance or cleanup standards under environmental laws or regulations are imposed, or the results of future testing and analyses at our current or former sites indicate that we are responsible for the release of hazardous substances into the air, ground and/or water, we may be subject to additional liability. Environmental matters may arise at sites where no problem is currently known or at sites that we may acquire in the future. See Item 1A, Risk Factors, "Compliance or the failure to comply with governmental laws, regulations, and obligations could be costly and may negatively impact our financial performance~~; any failure to comply may negatively impact our financial performance~~."

Environmental legislation also occurs at the product level. Celestica works with its customers in connection with compliance with applicable product-level environmental legislation in the jurisdictions where products are manufactured and/or offered for use and sale by our customers.

Seasonality

Seasonality does not currently have a material impact on either of our segments.

Government Regulation

As a global company, our operations are subject to a variety of governmental and regulatory requirements related to, among other things, ~~environmental~~A&D ~~matters,~~regulations ~~waste~~and ~~management~~regulations governing the manufacture and sale of healthcare products, trade compliance, anti-corruption, health and safety matters, employment laws and regulations, ~~A&D~~environmental ~~regulations~~matters, ~~and~~waste ~~regulations~~management, ~~governing the manufacture~~ and ~~sale of healthcare products, and~~ disclosure obligations. Significant costs and liabilities may arise from these requirements or from new, modified or more stringent requirements. Although we strive to implement quality management systems and internal controls to mitigate our risk of non-compliance, any failure to comply with governmental and regulatory requirements could have a material adverse effect on our business, results of operations, financial condition and/or competitive position. Information regarding material effects of government regulations on our business is provided in ~~Section~~Item 1A, Risk Factors, under "We are subject to the risk of increasing income and other taxes, tax audits and the challenges of successfully defending our tax positions, and obtaining, renewing or meeting the conditions of tax incentives and credits, any of which may adversely affect our financial performance," "Compliance or the failure to comply with governmental laws, regulations, and obligations could be costly and may negatively impact our financial performance~~; any failure to comply may negatively impact our financial performance~~," "Compliance or the failure to comply with employment laws and regulations may negatively impact our financial performance," "U.S. policies or legislation could have a material adverse effect on our business, results of operations and financial condition," and "Our business and operations could be adversely impacted by ~~ESG~~sustainability initiatives."

Sustainability

We are committed to driving sustainability initiatives through collaboration with our employees, customers, suppliers and local communities. Our Sustainability Report, which is published annually, outlines our sustainability strategy, the progress we have made as a socially responsible organization, and the key activities and milestones we are working toon ~~achieve~~with ~~for~~respect to each of our focus areas: our planet, our products and services, our people and our communities. Our most recent Sustainability Report, as well as our Corporate Values, can be found on our website: www.celestica.com. ~~(information~~Information on our website is not incorporated by reference into this Annual Report).

Human Capital Management

At Celestica, we believe our success depends on our talented people and their commitment to excellence. Under the Human Resources and Compensation Committee (HRCC) mandate, the duties and responsibilities of the HRCC include reviewing the Corporation’s talent management strategy including programs relating to the attraction, development and retention of critical skills and resources required to execute the Corporation’s strategic objectives. Additionally, the HRCC is responsible for reviewing and making recommendations to the Board of Directors of Celestica (Board) with respect to Celestica’s human capital management practices and strategies, including as a result of: (a) reviewing reports from management to monitor Celestica’s culture and employee engagement; (b) overseeing policies and programs in place to support and promote the health, safety and well-being of Celestica’s employees; and (c) considering other ~~ESG~~environmental, social and governance practices related to the HRCC's charter.

Employees

At December 31, ~~2024~~2025, we employed 2629,~~865~~591 permanent and temporary (contract) employees worldwide (December 31, ~~2023~~2024 — 26,~~554~~865; December 31, ~~2022~~2023 — 26,~~324~~554). Some of our employees in China, Japan, Mexico, Romania, Singapore and Spain are represented by unions or are covered by collective bargaining agreements. We believe we have a ~~productive and collaborative working relationship between management and the relevant unions. We believe that our employee relationships are generally positive and stable.~~

productive and collaborative working relationship between management and the relevant unions. We believe that our employee relationships are generally positive and stable.

The following table sets forth information concerning our employees (permanent and temporary) by geographic location:

	Number of Employees
Date	Americas	Europe	Asia	~~Total~~	Total
December 31, 2024	6,141	2,570	18,154	26,865
December 31, 2025	6,485	2,714	20,392		29,591

Given the variable nature of our manufacturing processes and the quick response time required by our customers, it is critical that we are able to adjust our production up or down to maximize efficiency. To achieve this, our approach has been to employ a skilled temporary labor force, as required. At December 31, ~~2024~~2025, 45,~~951~~788 temporary (contract) employees were engaged by us worldwide.

Employee Engagement

We believe employee engagement is crucial for employee performance and productivity, and strong business outcomes. We therefore continually strive to enhance employee engagement to ensure that we continue to attract and retain talent. Every two years, we conduct global employee engagement surveys in order to measure overall engagement and identify strengths and areas for improvement. Results are assessed by management and used to develop targeted action plans. Management reports on the outcome of the survey to the HRCC.

We believe that employee engagement and well-being is strengthened through healthy, supportive, inclusive, and safe workplaces. Globally, we have established a framework whereby all sites are required to measure and report regularly on their environmental, health and safety performance.

Compensation, Benefits and Recognition

Our compensation and benefits programs are designed to attract, retain, and motivate top talent. We offer a comprehensive package that includes competitive salaries, variable performance-based compensation, health benefits, retirement savings plans, vacation, and other paid time off. We provide opportunities for employees to share in the Company's success through short-term incentive programs available to almost all employees. These programs reward achievement of key business objectives and reinforce our commitment to a performance-driven culture. Furthermore, we offer a variety of recognition programs to acknowledge employees who are achieving business results by living our brand and values, and embracing the characteristics of our leadership imperatives. We encourage business and people leaders to acknowledge individual and team success in quarterly town halls, and in more formal ways through our global recognition programs, including Bravo! and Ignition Awards ~~programs~~. We regularly review our compensation and benefits programs to ensure they remain competitive and aligned with our business strategy and meet the needs of our employees.

Learning and Development

We provide global learning and development programs and experiences to support the attraction, retention, engagement and career growth of employees, encouraging them to manage their careers and skills through new projects and responsibilities. The Company uses a blended learning approach, combining e-learning with instructor-led sessions, and emphasizes continuous learning via mentoring, coaching, on-the-job experiences, such as special projects, job rotations and formal training programs that enhance leadership, function-specific, and technical skills. Performance reviews on objectives, including progress on individual development plans, occur at least annually with all permanent, full-time Celestica employees and align to strategic focus areas. The goals for broader functions, teams, and individuals are established annually at the beginning of the year, providing an opportunity for a cohesive and valuable partnership between employees and people leaders throughout the year.

1715

~~beginning~~Ethics ~~of the year, providing an opportunity for a cohesive~~ and ~~valuable partnership between employees and people leaders throughout the year.~~Culture

~~Community~~Our ~~Engagement~~ Business Conduct Governance (BCG) Policy, outlines the ethics and practices we consider necessary for a positive working environment, as well as the high legal and ethical standards to which our employees are held accountable. 100% of our employees have completed BCG training, and we conduct annual re-certifications.

We strive to support the local communities in which we live and work. We encourage all full-time employees to take up to 16 hours of paid time off per year to volunteer through our Time Off to Volunteer program. This program gives employees the opportunity to become involved in their communities in a meaningful way and to help those in need.

Inclusion

Celestica is committed to fostering an inclusive and collaborative workplace where all employees feel valued, respected, and empowered to reach their full potential. We believe that embracing a broad range of perspectives drives innovation, strengthens our culture, and enhances our ability to serve customers worldwide. Through leadership accountability, employee resource groups, training programs, and community partnerships, we strive to foster a culture of inclusion and collaboration across our global operations, and ensure that inclusion and collaboration remain core parts of our values, talent practices and business strategy.

~~Ethical~~In ~~Labor~~addition, ~~Practices~~we have well-established policies regarding fair labor practices and guidelines to foster a respectful, safe and healthy work environment for our employees globally.

We maintain a Business Conduct Governance (BCG) Policy, which outlines the legal and ethical standards to which our employees are held accountable. 100% of our employees have completed BCG training, and we certify to the BCG Policy on an annual basis. Our BCG Policy is available on our website: www.celestica.com (information on our website is not incorporated by reference into this Annual Report).

In addition, we have well-established policies regarding fair labor practices and guidelines intended to create a respectful, safe and healthy work environment for our employees globally.

We are a founding (and remain an active) member of the Responsible Business Alliance (RBA), a non-profit coalition of companies that, among other things, establishes standards for its members in responsible and ethical practices in the areas of labor, environmental compliance, employee health and safety, ethics and social responsibility. The RBA 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 continually work to implement, manage and audit our compliance with the RBA Code of Conduct.

Financial Information Regarding Geographic Areas

Details of our financial information regarding geographic areas are disclosed in note 2221 to the ~~2024~~2025 AFS included herein, in "Information on the Company — Business Overview — Geographies," above and in Item 2, Properties. Risks associated with our foreign operations are disclosed in Item 1A, Risk Factors, including "Our ability to successfully manage unexpected changes or risks inherent in our global operations and supply chain may adversely impact our financial performance."

Additional Information

We make available a wide variety of information, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, free of charge on our website at www.celestica.com. Information on our website is not incorporated by reference into this Annual Report. Our reports that are filed or furnished with the SEC, including our ~~Management Information Circulars (~~Proxy Statements), Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Specialized Disclosure Reports on Form SD, ~~previous Annual Reports on Form 20-F~~ and ~~previous Reports on Form 6-K, and~~ any amendments to such reports, are available on our website as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov. Our public filings with the Canadian Securities Administrators are available under our profile on SEDAR+ at www.sedarplus.ca.

Item 1A. Risk Factors

Each of the following risk factors, or any combination of them, could have a material adverse effect on our business, financial condition, and/or operating results. Our shareholders and prospective investors should carefully consider each of the following risks ~~and~~together with all of the other information set forth in this Annual Report.

Risks Related to Our Business and Operations

We are dependent on a limited number of customers and end markets. Aand ~~decline~~are insensitive ~~revenue~~to ~~from,~~their orinvestment ~~the~~cycles and operating conditions. Revenue decline or loss of, any ~~significant~~major customer, could have a material adverse effect on our operating results, financial position and cash flows.

We depend (and expect to continue to depend) upon a small number of customers for a substantial portion of our revenue. In the aggregate, our top 10 customers represented 7379% of total revenue for ~~2024~~2025, 6473% for ~~2023~~2024 and 6664% for ~~2022~~2023. WeIn ~~also~~2025, ~~remain~~three ~~dependent~~customers ~~upon~~in ~~revenue from~~ our CCS segment, ~~which~~individually represented 6710% ofor ~~our~~more ~~consolidated~~of total revenue ~~in 2024~~ (~~2023~~32%, ~~— 58~~14%; ~~2022~~and ~~— 59~~12%). ~~Notwithstanding the expansion our HPS business and high-value EMS programs (including with hyperscalers), we remain dependent, to a lesser extent compared to prior years, on our traditional~~ CCS ~~business~~segment ~~for~~revenue arepresented ~~portion~~74% of our consolidated revenue, ~~which~~in ~~continues~~2025 to(2024 ~~experience~~— ~~slower~~67%; ~~growth~~2023 ~~rates,~~— ~~increased pricing pressures and a highly competitive marketplace~~58%).

AOur ~~decline in~~ revenue ~~from,~~is orsensitive to the ~~loss~~investment ~~of,~~cycles ~~any~~and ~~significant~~operating ~~customer~~conditions ~~could~~of ~~have~~ a ~~material~~limited ~~adverse~~number ~~effect~~of ~~on our operating results~~customers, ~~financial~~including ~~position and cash flows~~hyperscalers. WeAs ~~cannot~~spending ~~assure:~~patterns ~~(i) the replacement~~ of ~~completed, delayed, cancelled or reduced orders with new business; (ii) that~~ our ~~current~~major customers ~~will~~are ~~continue~~influenced toby ~~utilize~~technology ~~our~~transitions ~~services consistent with historical volumes or at all;~~ and~~/or~~ ~~(iii)~~deployment ~~that~~priorities, ~~our~~including ~~customers will renew their long~~AI-~~term~~related ~~manufacturing~~programs, ordemand ~~services~~for ~~contracts~~our ~~with~~offerings usmay ~~on acceptable terms or at all. There can also~~ be noaffected ~~assurance~~by: ~~that~~(i) ~~our~~changes ~~efforts to secure new customers and programs will succeed~~ in ~~reducing~~ our ~~customer concentration. Failure to secure business from existing or new~~ customers' inAI ~~any~~investment ~~of our end markets would adversely impact our operating results.~~

Any of the foregoing may adversely affect our margins, cash flow, and our ability to grow our revenue, and may increase the variability of our operating results from period to period. See "Our revenue and operating results may vary significantly from period to period." 16

~~Inherent~~strategy; ~~challenges~~(ii) intheir ~~managing~~access ~~changes~~to inspecialized ~~customer~~components ~~demand~~such ~~may~~as ~~impact~~accelerators ~~our~~and ~~planning~~network; (iii) their ability to secure sufficient data center capacity, ~~supply~~grid ~~chain~~interconnections, ~~execution~~and access to power and ~~manufacturing~~water; and (iv) regulations, policies and legislations affecting AI, export controls, or data center operations that may increase compliance costs or constrain the development and commercial use of AI technology. If our customers experience delays, increased costs or reduced access to these inputs due to the foregoing factors, they may slow, scale down or cancel programs with us. This could adversely affect our ~~operating~~revenue, ~~performance~~margins and cash flows and increase variability of results from period to period. See also "We are dependent on our customers' ability to compete and succeed in the marketplace using products we manufacture and services we provide," and "The future development and adoption of AI and the deployment of data center infrastructure are uncertain and depend on the availability and cost of critical inputs (including power and water), which could materially affect demand for our products and services and our operating results."

~~Our~~A ~~customers~~decline ~~typically~~in dorevenue ~~not~~from, ~~commit~~or tothe ~~production~~loss ~~schedules for more than 30 to 90 days in advance~~of, ~~and~~any wesignificant ~~often experience volatility in~~ customer ~~orders~~could ~~and~~have ~~inventory~~a ~~levels.~~material ~~Customers~~adverse ~~may~~effect ~~terminate~~on ~~their~~our ~~agreements~~operating ~~with us prior to scheduled expiration~~results, ~~fail~~financial toposition ~~renew~~and ~~such~~cash ~~agreements upon expiration~~flows, orand ~~significantly~~may ~~change,~~increase ~~reduce or delay~~ the ~~volume~~variability of ~~manufacturing or other services they order from us, any of which adversely affect~~ our operating results ~~when~~from ~~they~~period ~~occur~~to period. ~~For~~We ~~example,~~cannot weassure: ~~experienced~~(i) ~~demand reductions within our Industrial business during 2024. Customers may also shift business to our competitors, in-source programs, or adjust~~ the ~~concentration~~replacement of ~~their supplier base. The global economic environment~~completed, ~~adverse market conditions~~delayed, ~~"buy~~cancelled ~~local"~~or ~~movements,~~reduced ~~political~~orders ~~and~~with ~~geopolitical~~new ~~pressures,~~business; ~~negative~~(ii) ~~sentiment~~that ~~from~~ our ~~customers'~~current customers, ~~regulatory~~will ~~changes~~continue orto ~~changes~~utilize ~~made~~our byservices ~~local~~consistent ~~governments~~with ~~(such~~historical asvolumes ~~tax~~or ~~benefits,~~at ~~tariffs~~all; and/or ~~export controls~~(iii) ~~may~~that ~~also impact~~ our customers' ~~business~~will ~~decisions.~~renew ~~See~~their ~~"Our~~long-term ~~operations~~manufacturing ~~have~~or ~~been~~services ~~and~~contracts ~~could~~with ~~continue~~us toon beacceptable ~~adversely~~terms ~~affected~~or byat ~~events~~all. ~~outside~~There ~~our~~can ~~control"~~also ~~and~~be ~~"Regulation~~no ofassurance ~~AI/ML~~that ~~technology~~our ~~may~~efforts ~~materially~~to ~~and~~secure ~~adversely~~new ~~impact~~customers ~~our business." These~~ and ~~other~~programs ~~factors~~will ~~could~~succeed ~~adversely~~in ~~affect~~reducing ~~the~~our ~~rate~~customer ofconcentration. ~~outsourcing~~Failure to ~~EMS~~secure ~~and/or~~business ~~ODM~~from ~~providers~~existing ~~generally~~ or tonew uscustomers in ~~particular.~~any ~~A significant portion~~ of our ~~revenue~~end ~~can~~markets ~~occur~~would inadversely ~~the~~impact ~~last month of the quarter, and purchase orders may be subject to change or cancellation, all of which affect~~ our operating results ~~when they occur~~. ~~Because~~See we"Our ~~cannot~~revenue ~~predict~~and ~~customer~~operating ~~behavior,~~results ~~or if or when adverse market conditions will reverse, our forecasts of customer orders~~ may bevary ~~inaccurate,~~significantly ~~and~~from ~~may~~period ~~make it difficult~~ to ~~order appropriate levels of materials, schedule production, and maximize utilization of our manufacturing capacity and resources~~period."

~~Our~~Inherent ~~customers~~challenges ~~from~~in ~~time~~managing tochanges ~~time~~in ~~change~~customer ~~their~~demand ~~forecasts,~~has ~~production~~and ~~quantities~~may orcontinue ~~product~~to ~~type~~impact ~~requirements,~~our ~~or accelerate~~planning, ~~delay~~supply orchain ~~cancel~~execution ~~production~~and ~~quantities. When customers change production volumes or request different products to be manufactured from those in their original forecast~~manufacturing, ~~the unavailability of components~~ and ~~materials~~may ~~for such changes could also~~ adversely ~~impact~~affect our ~~revenue~~operating ~~and working capital~~ performance and results. ~~See "We are dependent on third parties to supply certain~~

19Our customers typically do not commit to long-term production schedules in advance, and we may experience volatility in customer orders and inventory levels. Customers have and may in the future terminate their agreements with us prior to scheduled expiration, fail to renew such agreements upon expiration, or significantly change, reduce or delay the volume of manufacturing or other services they order from us, any of which may adversely affect our operating results when they occur. Customers have and may also shift business to our competitors, implement in-source and second-source programs, or adjust the concentration of their supplier base. The global economic environment, adverse market conditions, "buy local" movements, political and geopolitical pressures, negative sentiment from our customers' customers, regulatory changes or changes made by local governments (such as tax benefits, tariffs or export controls) have and may continue to impact our customers' business decisions. See "Our operations have been and could continue to be adversely affected by events outside our control" and "Adoption, integration and use of AI in manufacturing and service offerings and in certain of our internal processes may present regulatory, ethical, data and cybersecurity risks and result in reputational harm or liabilities." These and other factors could adversely affect the rate of outsourcing to EMS and/or ODM providers generally or to us in particular. A significant portion of our revenue can occur in the last month of the quarter, and purchase orders may be subject to change or cancellation, all of which affect our operating results when they occur. Because we cannot predict customer behavior, or if or when adverse market conditions will reverse, our forecasts of customer orders may be inaccurate, and may make it difficult to order appropriate levels of materials, schedule production, and maximize utilization of our manufacturing capacity and resources.

Our customers from time to time change their forecasts, production quantities or product type requirements, or accelerate, delay or cancel production quantities. When customers change production volumes or request different products to be manufactured from those in their original forecast, the unavailability of components and materials for such changes could also adversely impact our revenue and working capital. See "We are dependent on third parties to supply certain materials, and our results were negatively affected by the availability of such materials in the past and may be negatively affected by the quality, availability and cost of such materials in the future."

Further, to guarantee continuity of supply for many of our customers, we are required to manufacture and warehouse specified quantities of finished goods. The uncertainty of demand in our customers' end markets, intense competition in our customers' industries and general order volume volatility from time to time may result in customers delaying or canceling the delivery of products we manufacture for them or placing purchase orders for lower volumes of products than previously anticipated. This may result in higher than expected levels of inventory, which could in turn have a material adverse impact on our operating results and working capital ~~performance~~. Although the levels of inventory we carry in any period reflect inventory required to support new program ramps and business growth, inventory levels are also impacted by demand volatility and significant product mix changes, including late changes from customers. In the past, materials constraints from suppliers also negatively impacted our inventory levels. We may not be able to return or re-sell excess inventory resulting from these factors, or we may be required to hold such inventory for a period of time, any of which may result in higher working capital needs (offset in part by customer cash deposits), and/or a requirement to record additional (and higher-than-typical) reserves for excess or obsolete inventory (as occurred in recent years). Order cancellations and delays could also lower our asset utilization, resulting in higher levels of unproductive assets, lower inventory turns, and lower margins. See "Our products and services involve inventory risk."

impacted our inventory levels. We may not be able to return or re-sell excess inventory resulting from these factors, or we may be required to hold such inventory for a period of time, any of which may result in higher working capital needs (offset in part by customer cash deposits), and/or a requirement to record additional (and higher-than-typical) reserves for excess or obsolete inventory. Order cancellations and delays could also lower our asset utilization, resulting in higher levels of unproductive assets, lower inventory turns, and lower margins. See "Our products and services involve inventory risk."

We are dependent on our customers' ability to compete and succeed in the marketplace using products we manufacture and services we provide.

Our operating results are highly dependent upon the ability of our customers (both our traditional OEM and hyperscaler customers) to compete and succeed in the marketplace using products we manufacture and services we provide. Factors that may adversely affect our customers include: rapid changes in technology (including evolving AI technologies); evolving industry standards; seasonal demand; their failure to successfully market, and/or a lack of widespread commercial acceptance of, their products and services; supply chain issues; the emergence of substitutes for products and services; dramatic shifts in demand which may cause them to lose market share or exit businesses; recessionary periods in our customers' markets; short product lifecycles resulting from continuous improvements in products and services, commoditization of certain products, changes in preferences by end customers, and the emergence of new entrants or competitors with disruptive products, services, or new business models. ~~that~~For ~~de-emphasize~~example, ~~traditional~~competition ~~OEM~~from ~~solutions~~lower‑cost and ~~distribution~~open‑source ~~channels~~AI models, together with rapid advances in model efficiency, may reduce user switching costs, increase price sensitivity, and limit our customers' ability to maintain or improve pricing for their AI‑related products and services. InIf ~~addition~~technologies or standards supported by our customers' products and services or their business models become obsolete, ~~certain~~are delayed due to regulatory certification, fail to gain widespread acceptance or are canceled, our business would be adversely affected. Certain of our customers have experienced, and may in the future experience, severe revenue erosion, pricing, margin and cash flow pressures, and excess inventories that, in turn, have adversely affected (and in the future may adversely affect) our operating results. IfSee ~~technologies~~also or"The ~~standards~~future ~~supported~~development byand ~~our~~adoption ~~customers'~~of ~~products~~AI and ~~services~~the ordeployment ~~their~~of ~~business~~data ~~models~~center ~~become~~infrastructure ~~obsolete,~~ are ~~delayed~~uncertain ~~due~~and todepend ~~regulatory~~on ~~certification,~~the ~~fail~~availability toand ~~gain~~cost ~~widespread~~of ~~acceptance~~critical orinputs ~~are~~(including ~~canceled~~power and water), which could materially affect demand for our ~~business~~products ~~would~~and beservices ~~adversely~~and ~~affected.~~our operating results."

Our exposure to financially troubled customers or suppliers has and may continue to adversely affect our financial results.

~~We may provide manufacturing, design engineering, management and other supply chain services to companies and industries that may in the future experience financial difficulty.~~ When our customers experience financial difficulty, we have difficulty recovering amounts owed to us by these customers, or demand for our products and services from these customers sometimes declines. Additionally, if our suppliers experience financial difficulty, we could have difficulty sourcing supplies necessary to fulfill production requirements and meet scheduled shipments. When one or more of our customers ~~becomes~~become insolvent or otherwise isare unable to pay for the services provided by us on a timely basis, or at all, our operating results and financial condition are adversely affected. Such adverse effects have in the past and could in the future include any one or more of the following, among others: an increase in our provision for credit losses, a charge for inventory write-offs, a reduction in revenue, and an increase in our working capital requirements due to higher inventory levels and increases in days our accounts receivables are outstanding.

We are dependent on third parties to supply certain materials, and our results were negatively affected by the availability of such materials in the past and may be negatively affected by the quality, availability and cost of such materials in the future.

The purchase of materials and electronic components represents a significant portion of our costs. ~~We rely on third parties~~ to ~~provide~~deliver ~~such~~our ~~items~~manufactured products. ~~Materials~~Some ~~shortages~~of orthese ~~other~~components ~~issues~~have ~~affecting~~in ~~timely~~the ~~access~~past toand ~~these~~could ~~materials (which often occur~~ in ~~our~~the ~~industry)~~future ~~may~~be ~~impact~~rationed ~~our~~in ~~ability~~response to ~~successfully~~supply ~~complete~~shortages. aChanges ~~program.~~in Aforecasted ~~delay~~volumes or ~~interruption~~ in ~~supply~~our ~~from~~customers' arequirements ~~component~~can ~~supplier,~~also ~~especially~~negatively ~~for~~affect ~~single-sourced~~our ~~components,~~ability ~~could~~to ~~have~~obtain acomponents. ~~significant~~We ~~impact~~work onwith our ~~operations~~suppliers and ~~on our~~ customers ifto weattempt ~~are unable~~ to ~~deliver~~ensure ~~finished~~continuity ~~products~~ in athe ~~timely~~supply ~~manner.~~of Ifthese ~~the~~components. ~~amount~~In wecases ~~are~~where ~~required~~unanticipated tocustomer ~~pay~~demand ~~for~~or ~~equipment~~supply ~~and~~shortages ~~supplies~~occur, ~~exceeds~~we ~~what~~attempt weto ~~have~~arrange ~~estimated,~~for ~~especially~~alternative insources aof ~~fixed~~supply, ~~price~~where ~~contract~~available, weor ~~may~~defer ~~suffer~~planned ~~losses~~production onin ~~these~~response ~~contracts.~~to Ifthe aavailability ~~supplier~~of orthe critical components.

20Materials shortages or other issues affecting timely access to these materials (which often occur in our industry) may impact our ability to successfully complete a program. Factors that may cause or contribute to such materials shortages or supply issues include: supplier or manufacturer delays or failures to provide components, supplies or equipment as required; quality or reliability issues at component providers; financial difficulties affecting suppliers' production and ability to supply components; and industry-wide shortages for certain electronic components. Such materials shortages or supply issues could have a significant impact on our operations and on our customers, including: inability to deliver finished products in a timely manner; losses on fixed price contracts due to increased costs for equipment and supplies; having to source items from third

manufacturer fails to provide components, supplies or equipment as required under a contract, we may be required to source these items from other third parties on a delayed basis or on less favorable terms, which could impact our profitability. Additionally, quality or reliability issues at any of our component providers, or financial difficulties that affect their production and ability to supply us with components, could halt or delay production of a customer's product, or result in claims against us for failure to meet required customer specifications, which could materially adversely impact our operating results. Shortages may also result in our carrying higher levels of inventory and extended lead-times, or result in increased component prices, which may require price increases in the products and services that we provide. Any increase in our costs that we are unable to recover would negatively impact our margins and operating results. Changes in forecasted volumes or in our customers' requirements can also negatively affect our ability to obtain components and adversely impact our operating results. 18

parties on less favorable terms; halted or delayed production of a customer's product; claims against us for failure to meet required customer specifications; and carrying higher levels of inventory and extended lead-times. We experienced materials constraints from certain suppliers in prior years, due in part to industry-wide shortages for certain electronic components, resulting in higher than expected levels of inventory. Materials constraints did not have a material impact on our revenues or expenses during recent years. However, they may negatively impact us in the future.

~~Some~~Shortages ~~sub-tier~~may ~~suppliers~~also ~~providing~~result ~~raw~~in ~~materials,~~increased ~~such~~component ~~as high-grade aluminum~~prices, ~~are~~which ~~partially~~may ~~dependent~~require onprice ~~supply~~increases ~~from~~in the ~~Russia/Ukraine~~products ~~region.~~and Inservices ~~addition,~~that ~~certain~~we ofprovide. ~~our~~Any ~~suppliers~~increase ~~are~~in ~~located~~our ~~in,~~costs ~~and~~that we ~~source~~are ~~certain~~unable ~~parts~~to ~~from,~~recover ~~the~~would ~~Middle~~negatively ~~East.~~impact ~~Although~~our ~~the~~margins ~~impacts of the Russia/Ukraine conflict~~ and ~~the~~operating ~~conflicts~~results. inWhile the ~~Middle~~prices ~~East~~of ~~area~~principal ~~(Middle~~raw ~~East~~materials ~~Conflicts)~~are ongenerally ~~our supply chain have~~ not ~~been significant to date~~volatile, weprice ~~cannot~~increases ~~assure~~have ~~that~~resulted ~~this~~from ~~will~~materials ~~continue~~shortages toin be the ~~case,~~past. ~~and~~Although we ~~may~~have ~~experience,~~been ~~among~~successful ~~other~~in ~~impacts,~~offsetting ~~export~~the ~~restrictions~~majority ~~and~~of ~~increases~~our toincreased ~~fuel~~ costs. ~~See~~resulting ~~"Our~~from ~~operations~~material ~~have~~shortages, ~~been~~inflation ~~and~~or ~~could~~other ~~continue~~factors towith beincreased ~~adversely~~pricing ~~affected~~for byour ~~events~~products ~~outside~~and ~~our~~services ~~control,"~~to ~~"Geopolitical uncertainty~~date, ~~including~~price asincreases awhich ~~result~~we ofcannot ~~the~~recover ~~military~~from ~~conflict~~our ~~between~~customers ~~Russia~~may ~~and~~in ~~Ukraine and/or~~ the ~~Middle~~future ~~East Conflicts, may~~ adversely ~~affect~~impact our ~~business, financial condition and~~ results of operations~~," and "Our products and services involve inventory risk~~."

Our products and services involve inventory risk.

For most of our products and services, we purchase some, or all, of the required materials and components based on customer forecasts or orders. Although our commercial contracts often obligate our customers to ultimately purchase inventory ordered to support their forecasts or orders, we typically finance these purchases initially. Suppliers may also require us to purchase materials and components in minimum order quantities that may exceed current customer forecast requirements. In addition, a customer's cancellation, delay or reduction of forecasts or orders can result in excess, surplus or obsolete inventory or additional expense to us. Engineering changes by a customer may result in obsolete materials or components. While we attempt to cancel, return or otherwise mitigate excess and obsolete inventory, require customers to reimburse us for these items, put up cash deposits and/or price our services to address related risks, we may not actually be reimbursed in a timely manner or in full, receive adequate cash deposits, be able to collect on these obligations, or fully protect against such risks in our pricing.

We also provide managed inventory programs for some of our customers under which we hold and manage inventories. These managed inventory programs may result in higher inventory levels, further reduce our inventory turns and increase our financial exposure with such customers. In addition, our inventory may be held at a customer's facility or warehouse, or elsewhere in a location outside of our control, which may increase the risk of loss. Even though our customers generally have contractual obligations to purchase such inventories from us, we remain subject to customers' credit risks as well as the risk of potential customer default and the need to enforce those obligations.

A change in the mix of customers and/or the types of products or services we provide could have a material adverse effect on our financial condition and operating results.

The mix of our customers and the type of products or services we provide may have an impact on our financial condition and operating results from period-to-period. For example, a higher concentration of lower-margin programs will have an adverse impact on our operating results in the relevant period. The mix of customers and the products we manufacture from period-to-period is also impacted by, among other things, the pace of technological change, the frequency of customers transferring business among EMS and/or ODM competitors, the constantly changing dynamics of the global economy, the impact of new program wins or program losses or non-renewals, overall demand variability, and limited visibility in technology end markets. See "Our revenue and operating results may vary significantly from period to period." See Item 7, MD&A — "Recent Developments" for a discussion of the impact on our operating results of customer and service mix during ~~2024~~2025. In addition, certain customer agreements require us to provide specific price reductions over the contract term, which negatively impact our financial condition and operating results if they are not offset.

Challenges associated with new customers or programs, or the provision of new services, could adversely affect our operations and financial results.

In determining whether to pursue a potential new customer, program or service, we evaluate whether it fits with our value proposition as well as its potential end-market success. Where we proceed, our goal is to ensure that our terms of engagement appropriately reflect anticipated costs, risks and rewards. The failure to make prudent engagement decisions or to establish appropriate contractual terms could adversely affect our profitability and margins.

There are also risks associated with the timing and ultimate realization of anticipated revenue from a new program or service. Certain new programs or services require us to devote significant capital and personnel to new technologies and competencies. We may not meet customer expectations, which could damage our relationships with such customers and impact our ability to timely deliver conforming products or services. The success of new programs may also depend heavily on factors including product reliability, supply chain dynamics, market acceptance, regulatory approvals and/or economic conditions. Any failure to meet expectations on these factors could adversely affect our results of operations.

competencies. We may not meet customer expectations, which could damage our relationships with such customers and impact our ability to timely deliver conforming products or services. The success of new programs may also depend heavily on factors including product reliability, supply chain dynamics, market acceptance, regulatory approvals and/or economic conditions. Any failure to meet expectations on these factors could adversely affect our results of operations.

The addition of new customers has also introduced different demand cycles. For example, cloud-based service providers have increased their use of products in our CCS segment in recent years. These customers and markets are cyclically different from our traditional OEM customers, creating changes to our historical revenue patterns and increasing the complexity of the management of our working capital requirements.

Customer relationships with emerging companies may present more risks than with established companies.

Customer relationships with emerging companies may present special risks because we do not have an extensive product or customer relationship history. There is less demonstration of market acceptance of their products making it harder for us to anticipate requirements than with established customers. Our credit risk on these customers, especially in A/R and inventories, and the risk that these customers will be unable to fulfill indemnification obligations to us, are potentially increased.

If we are unable to recruit or retain highly skilled talent in key jurisdictions and within desired timeframes, our business could be adversely affected.

The recruitment of personnel in the EMS and ODM industries is highly competitive. We believe that our future success depends, in part, on our ability to attract and retain highly skilled executive, technical and management talent in the various geographies in which we operate and within desired timeframes. Competitive dynamics, as well as the time required to replace or redistribute responsibilities related to the loss of the services of certain executive, management and technical employees, individually or in the aggregate, could have a material adverse effect on our operations, and there can be no assurance that we will be able to retain their services. Regional competitive dynamics may also impact our ability to retain and acquire talent. Organizational changes may impact our relationships with customers, vendors, and employees, potentially resulting in loss of business, loss of vendor relationships, and the loss of key employees or declines in employee productivity. Uncertainties associated with any senior management transitions could lead to concerns from current and potential third parties with whom we do business, any of which could hurt our business prospects. Turnover in key leadership positions within the Company, or any failure to successfully integrate key new hires or promoted employees, may adversely impact our ability to manage the Company efficiently and effectively, could be disruptive and distracting to management and may lead to additional departures of existing personnel, any of which could have a material adverse effect on our business, operating results, financial results and/or internal control over financial reporting.

Our revenue and operating results may vary significantly from period to period.

Our quarterly and annual results may vary significantly depending on various factors, certain of which are described below, and many of which are beyond our control:

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

•the typical short lifecycle, 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 or non-renewal of customer programs, arrangements or agreements;

•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;

•unanticipated disruptions to our cash flows;

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

•current or future litigation;

•governmental actions or changes in legislation;

•currency fluctuations; and

•changes in global economic and political conditions and world events, including the impact of ~~External~~events ~~Events~~outside of our control.

~~See~~Increased ~~Item 7,~~capital ~~MD&A — "Overview"~~expenditures ~~for~~to aexpand ~~discussion~~capacity ofto ~~additional~~support ~~factors,~~anticipated ~~including~~growth ~~rapid shifts~~ in ~~technology,~~customer ~~model~~demand ~~obsolescence,~~may ~~commoditization~~not ofproceed ~~certain~~as ~~products,~~anticipated and ~~the~~may ~~emergence~~increase ofour ~~new~~fixed‑cost ~~business models~~base, ~~that~~constrain ~~contribute~~liquidity ~~to the complexity of managing our operations~~ and ~~fluctuations~~adversely inaffect ~~our financial results~~returns.

We anticipate our 2026 capital expenditures to be approximately $1 billion (about 6% of currently anticipated revenue), a significant increase over our historical capital expenditure range of 1.5% to 2.0% of annual revenue, to support expected growth in customer demand, particularly from our hyperscaler customers. Increased capital expenditures raise our fixed‑cost base and future depreciation expenses. Our capital investments may not proceed as anticipated, or we may encounter delays in the timely completion of construction and operationalization of new or expanded assets due to various reasons such as issues with securing required materials, equipment, utilities and labor in a timely manner. We may also experience delays or challenges related to utility, power availability, grid interconnection, supply chain constraints, and other infrastructure or regulatory requirements. Any of these factors could delay the realization of anticipated capacity, increase project costs, or result in assets that are not fully operational when expected. If demand, mix, yield or utilization differ from our expectations, or if customer roadmaps change, ramp milestones are delayed, or expected volumes do not materialize, added capacity may be underutilized and returns on these investments may be lower than expected, and our financial results could be adversely affected. We may need to secure additional financing or reallocate capital resources from other initiatives and our flexibility could be limited by, among others, market conditions, our credit arrangements and other contractual commitments. See "We are dependent on a limited number of customers and end markets and are sensitive to their investment cycles and operating conditions. Revenue decline or loss of any major customer could have a material adverse effect on our operating results, financial position and cash flows", "If we are unable to recruit or retain highly skilled talent in key jurisdictions and within desired timeframes, our business could be adversely affected" and Item 7, MD&A — "Liquidity and Capital Resources."

We may encounter difficulties expanding or consolidating our operations or introducing new competencies or new offerings, which could adversely affect our operating results.

As we expand our business, open new sites, enter into new markets, products and technologies, invest in research, design and development, acquire new businesses or capabilities, transfer business within our network, consolidate certain operations, and/or introduce new business models or programs, we may encounter difficulties that result in higher than expected costs associated with such activities. Potential difficulties related to such activities include our ability: to manage growth effectively; to maintain existing business relationships during periods of transition; to anticipate disruptions in our operations that may impact our ability to deliver to customers on time, produce quality products and ensure overall customer satisfaction; and to respond rapidly to changes in customer demand or volumes.

We may also encounter difficulties in ramping and executing new programs. Ramping new programs can range from several months to over a year before production starts, and often requires significant up-front investments and increased working capital. These programs may generate lower margins or losses during and/or following the ramp period, or may not achieve the expected financial performance, due to production ramp inefficiencies, lower than expected volume, or delays in ramping to volume. In addition, our customers may significantly change these programs, or ~~even~~ cancel them altogether, due to decreases in their end-market demand or in the actual or anticipated success of their products in the marketplace. We may incur additional ramping costs as we further expand our business and ramp new programs. There can be no assurance that our increased investments will benefit us or result in business growth. As we pursue opportunities in new markets or technologies, we may encounter challenges due to our limited knowledge or experience in these areas. In addition, the success of new business models or programs ~~depends~~depend on a number of factors including: understanding the new business or markets; timely and successful product development; market acceptance; the effective management of purchase commitments and inventory levels in line with anticipated demand; the development or acquisition of appropriate IP and capital investments, to the extent required; the availability of materials in adequate quantities and at appropriate costs to meet anticipated demand; and the risk that new offerings may have quality or other defects in the early stages of introduction. Any of these factors could prevent us ~~from realizing the anticipated benefits of growth in new markets or technologies, which could materially adversely affect our business and operating results.~~

23from realizing the anticipated benefits of growth in new markets or technologies, which could materially adversely affect our business and operating results.

As part of our strategy to enhance our end-to-end service offerings, we continue to expand our design, engineering and manufacturing capabilities. Providing these services has exposed and may continue to expose us to different or greater potential risks than those we currently face. Our design services require significant investments in R&D, technology licensing, testing and tooling equipment, patent applications and talent recruitment. Our margins may be adversely impacted if we incur higher than expected investment costs, or if our customers are not satisfied with our progress, or do not approve our completed designs. In addition, our design activities often require the purchase of inventory for initial production runs before we have a firm purchase commitment from a customer. Furthermore, we face increased competition with respect to these offerings, as well as the recruitment of talent for our HPS ~~talent~~business, from companies providing similar services. As we continue to grow our HPS business globally to increase capacities and capabilities for network resilience, costs required to support our design and engineering capabilities are expected to increase and may adversely impact our profitability. In addition, some of the products we design and develop must satisfy safety and regulatory standards and/or receive government certifications. If we fail to obtain these approvals or certifications on a timely basis, we would be unable to sell these products, which would harm our revenues, profitability and reputation.

There can be no assurance that our expansion into new markets or new business will be successful, or that we will achieve the anticipated benefits. In addition, there is no assurance that we will find suitable new acquisition targets, that we will be able to consummate any such transactions on terms and conditions acceptable to us, or that we will be able to fund any such acquisitions with existing cash resources or through financing provided by external lenders. We may be unable to obtain additional capital required on terms acceptable to us or at all. If we are unable to consummate an acquisition we have deemed desirable, we may not be able to implement our intended business plan, which could adversely affect our business, results of operations and financial condition. In addition, we have incurred and may continue to incur costs to support our pursuit of acquisitions and/or other strategic opportunities, which may adversely impact our operating results, and may not result in the consummation of any such transactions. See "We have incurred ~~substantial~~ third-party debt tofor ~~fund acquisitions,~~ which ~~has increased~~ our debt service requirements, may reduce our ability to fund future acquisitions and/or ~~to respond to unexpected~~ capital ~~requirements~~expenditures, and may have other adverse impacts on our business."

We may encounter integration and other significant challenges with respect to our acquisitions and strategic transactions which could adversely affect our operating results.

We have expanded (and may continue to expand) our network, capabilities and presence in new regions and end markets through acquisitions and/or strategic transactions, including multi-year "operate-in-place" arrangements, where we manage certain production, assembly or other services for customers directly from their locations, acquire their inventory, equipment and/or other assets, hire their employees, and lease or acquire their manufacturing sites. Potential challenges related to these acquisitions and transactions include: integrating acquired operations, systems and businesses (which may include transferring production from acquired operations to our existing network, or downsizing or closing acquired locations, in each case to obtain anticipated operational synergies); meeting customers' expectations as to volume, product quality and timeliness; supporting legacy contractual obligations; retaining customer, supplier, employee or other business relationships of acquired operations; addressing unforeseen liabilities of acquired businesses; limited experience with new technologies and markets; failure to realize anticipated benefits, such as cost savings and revenue enhancements; failure to achieve anticipated business volumes or operating margins; valuation methodologies not accurately capturing the value of the acquired business; the effects of diverting management's attention from day-to-day operations to matters involving the integration of acquired businesses; incurring potentially substantial transaction costs associated with these transactions; increased burdens on our staff and on our administrative, internal control and operating systems, which may hinder our legal and regulatory compliance activities; overpayment for an acquisition; and potential impairments resulting from post-acquisition deterioration in, or reduced benefit from, an acquired business. While we often obtain indemnification rights from the sellers of acquired businesses, such rights may be difficult to enforce, the losses may exceed any dedicated escrow funds, and the indemnitors may not have the ability to financially support the indemnity. Any of these factors may prevent us from realizing the anticipated benefits of an acquisition, including additional revenue, operational synergies, and/or economies of scale. Any delay or failure to realize the anticipated benefits of acquisitions may adversely affect our business and operating results and may require us to write-down the carrying value of any related goodwill and intangible assets in periods subsequent to the acquisitions. Acquisitions may also involve businesses we are not familiar with, and expose us to additional business risks that are different than those we have traditionally experienced or anticipated at the time of acquisition.

Quality and execution issues may reduce demand for our services, damage our reputation, and/or have a material adverse effect on our business and operating results.

In any given quarter, we can experience quality and process variances related to materials, testing, or other manufacturing or supply chain activities. Although we are successful in resolving the majority of such issues, the existence of these variances could cause us to incur significant costs in relation to corrective actions, have a material adverse impact on the demand for our services in future periods from any affected customers, damage our reputation, and/or have a material adverse effect on our business and operating results.

demand for our services in future periods from any affected customers, damage our reputation, and/or have a material adverse effect on our business and operating results.

Our operations have been and could continue to be adversely affected by events outside our control.

Our operations and those of our customers, component suppliers and/or our logistics partners may be disrupted by global or local events outside our control, including: fires and related disruptions; political instability; increased political tension between countries (including increased tensions between U.S. and other countries and between mainland China and Taiwan); geopolitical dynamics; terrorism; armed conflict (including the Russia/Ukraine conflict and the conflicts in the Middle East area (Middle East Conflicts)); labor or social unrest; criminal activity; disease or illness or other widespread health concerns, pandemics, epidemics or outbreaks of illness that affects local, regional, national or international economies; natural disasters and unusually adverse weather conditions ~~(including those caused by climate change)~~, such as hurricanes, tornados, other extreme storms, wildfires, droughts and floods; cybersecurity incidents (see "Our operations and our customer relationships may be adversely and materially affected by disruptions to our IT systems, including disruptions from cybersecurity breaches of our IT infrastructure"); and other risks present in the jurisdictions in which we, our customers, our suppliers and/or our logistics partners operate. ~~These~~Our ~~types~~production ~~of events could disrupt~~ operations atare ~~one~~also orsubject ~~more~~to ~~of our sites or those of our customers~~energy, ~~component~~power ~~suppliers~~ and~~/or~~ ~~our~~water ~~logistics partners~~dependencies, ~~with~~including ~~the~~upgrades ~~impact~~to ofmanufacturing ~~the~~capabilities ~~event~~and ~~potentially~~power ~~magnified~~enhancements inat ~~areas~~certain ~~where we or they have multiple~~ facilities, inpermitting ~~close~~and ~~proximity.~~infrastructure ~~These~~constraints, ~~events~~utility ~~could also lead to higher costs or~~ supply ~~shortages~~interruptions, and ~~may~~severe ~~disrupt~~weather ~~the~~and ~~delivery~~grid ofreliability ~~components~~issues. toAny usof orthese ~~our~~factors ~~ability~~could toaffect ~~provide~~ramp ~~finished~~timing ~~products~~at ~~or services to~~ our ~~customers~~manufacturing sites, ~~any~~increase ofour ~~which~~operating ~~could~~costs, ~~(and~~or inlimit ~~the~~capacity ~~case of materials constraints~~utilization, ~~did~~which incould ~~the past and may in the future)~~ adversely affect our ~~operating~~business ~~results materially. We carry insurance to cover damage to our sites~~ and ~~interruptions~~results toof ~~our~~ operations,. ~~including~~These ~~those~~types ~~that may occur as a result~~ of ~~natural~~risks ~~disasters,~~and ~~such as flooding, earthquakes or other~~ events. ~~Our~~could ~~insurance~~disrupt ~~policies,~~operations ~~however,~~at ~~are~~one ~~subject to deductibles, coverage limitations and exclusions, and may not provide adequate (~~or ~~any)~~ ~~coverage~~more ~~should~~of ~~such events occur. Such events could also impact~~ our ~~insurance~~sites ~~premiums.~~or Inthose ~~addition, some~~ of our ~~facilities~~customers, ~~possess~~component ~~certifications~~suppliers and/or ~~unique equipment necessary to work on specialized products that~~ our ~~other~~logistics ~~locations~~partners, ~~lack.~~with Ifthe ~~work~~impact ~~is disrupted at one~~ of ~~these facilities as a result of~~ the ~~foregoing~~event ~~events~~potentially ormagnified ~~otherwise,~~in itareas ~~may~~where ~~be impractical or~~ we ~~may be unable to transfer such specialized work to another facility without significant costs and delays. Thus, any disruption in operations at a facility possessing specialized certifications~~ or ~~equipment~~they ~~could adversely affect our ability to provide products and services to our customers, and potentially~~ have amultiple ~~negative~~facilities ~~affect~~in ~~our~~close ~~relationships and financial results.~~

proximity. These events could also lead to higher costs or supply shortages, and may disrupt the delivery of components to us or our ability to provide finished products or services to our customers, any of which could (and in the case of materials constraints, did in the past and may in the future) adversely affect our operating results materially. In addition, some of our facilities possess certifications or unique equipment necessary to work on specialized products that our other locations lack. If work is disrupted at one of these facilities as a result of the foregoing events or otherwise, it may be impractical or we may be unable to transfer such specialized work to another facility without significant costs and delays. Thus, any disruption in operations at a facility possessing specialized certifications or equipment could adversely affect our ability to provide products and services to our customers, and potentially have a negative affect on our relationships and financial results. Although we carry insurance to cover damage to our sites and interruptions to our operations, including those that may occur as a result of natural disasters such as flooding, earthquakes or other events described above, our insurance policies are subject to deductibles, coverage limitations and exclusions, and may not provide adequate (or any) coverage for the foregoing risks or events, and any claims could adversely affect insurance premiums.

Increased international political volatility, including changes to previously accepted trade or other government policies or legislation in the U.S. and Europe, instability in parts of Europe and the Middle East, as well as the ongoing refugee crisis, anti-immigrant activities, social unrest and fears of terrorism, enhanced national security measures, armed conflicts (including the Russia/Ukraine conflict and the Middle East Conflicts), security issues at the U.S./Mexico border related to illegal immigration or criminal activities associated with illegal drug activities, labor or social unrest, strained international relations, including tensions between the U.S. and other countries, and any related decline in consumer confidence arising from these and other factors may materially hinder our ability to conduct business, or may reduce demand for our products or services. Any escalation in these events or similar future events may disrupt our operations or those of our customers and suppliers and could adversely affect the availability of materials needed to manufacture our products or further disrupt the means to transport those materials to manufacturing sites and finished products to customers. Changes in policies by the U.S. or other governments could negatively affect our operating results due to changes in duties, tariffs or taxes, or limitations on currency or fund transfers, as well as government-imposed restrictions on producing certain products in, or shipping them to, specific countries.

The foregoing events have had and may in the future have an adverse impact on the U.S. and global economy in general, and on consumer confidence and spending, which may adversely affect our revenue and financial results. Such events could increase the volatility of the market price of our securities and may limit the capital resources available to us and/or our customers and suppliers. Also see "We continue to operate in an uncertain global economic and political environment," "U.S. policies or legislation could have a material adverse effect on our business, results of operations and financial condition," "Our ability to successfully manage unexpected changes or risks inherent in our global operations and supply chain may adversely impact our financial performance," and "Geopolitical uncertainty, ~~including as a result of the military conflict between Russia~~ and ~~Ukraine~~conflicts ~~and/or the Middle East Conflicts,~~ may adversely affect our business, financial condition and results of operations~~," and Item 7, MD&A — "External Factors that May Impact our Business~~."

We rely on a variety of contracted or common carriers to transport raw materials and components from our suppliers to us, and to transport our products to our customers. The use of contracted or common carriers is subject to a number of risks, including increased costs due to rising energy prices and labor, vehicle and insurance costs; hijacking and theft resulting in lost shipments; delivery delays resulting from port congestion and labor shortages and/or strikes; and other factors beyond our control. Although we attempt to mitigate our liability for any losses resulting from these risks through the use of multiple carriers and modes of transport, as well as insurance, any costs or losses relating to shipping or shipping delays that cannot be mitigated, avoided or passed on to our customers could reduce our profitability, require us to manufacture replacement products or damage our relationships with our customers. Although in the past we have incurred some increased shipping expenses and delays in connection with geopolitical conflicts, such increases and delays have not been significant to date. However, there can be no assurance that this will continue to be the case.

shipments; delivery delays resulting from port congestion and labor shortages and/or strikes; and other factors beyond our control. Although we attempt to mitigate our liability for any losses resulting from these risks through the use of multiple carriers and modes of transport, as well as insurance, any costs or losses relating to shipping or shipping delays that cannot be mitigated, avoided or passed on to our customers could reduce our profitability, require us to manufacture replacement products or damage our relationships with our customers. Although we have incurred some increased shipping expenses and delays as a result of the Middle East Conflicts, such increases and delays have not been significant to date. However, we cannot assure that this will continue to be the case.

Our operations and our customer relationships may be adversely and materially affected by disruptions to our IT systems, including disruptions from cybersecurity breaches of our IT infrastructure.

As a complex, global company, we are heavily dependent on our IT systems to support our customers' requirements and to successfully manage our business. Any inability to successfully manage the procurement, development, implementation, execution or maintenance of such systems, including matters related to system and data security, cybersecurity, privacy, reliability, compliance, performance and access, as well as any inability of these systems to fulfill their intended purpose, could have an adverse and material effect on our business.

We are increasingly reliant on IT networks and systems, including our own, those of third-party service providers and those of our customers (through "operate-in-place" arrangements), to process, transmit and store electronic information. In particular, we depend on our IT infrastructure for a variety of functions, including (among others), product manufacturing, worldwide financial reporting, inventory and other data management, procurement, invoicing, employee payroll and benefits administration, and email communications. All of these systems are susceptible to outages due to fire, floods, power loss, telecommunications failures, terrorist attacks, sabotage and similar events. These systems are also susceptible to cybersecurity threats and incidents, ranging from uncoordinated individual attempts to gain unauthorized access to our IT systems to sophisticated and targeted measures known as 'advanced persistent threats', and may include industrial espionage attacks, data theft, malware, phishing, ransomware attacks (which are becoming increasingly prevalent), or other cybersecurity threats or incidents. Similarly, third parties and infrastructure in our supply chain may become compromised or contain exploitable defects (of which we may be unaware) that could result in a breach or disruption of our systems and networks or the systems or networks of third parties that support us. Our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. While we may be entitled to damages if our third-party service providers fail to satisfy their privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award. Moreover, supply chain attacks have increased in frequency and severity, and we cannot guarantee that third parties in our supply chain have not been compromised or that their systems or networks are free from exploitable defects or bugs that could result in a breach of or disruption to our platform, systems, and networks or the systems and networks of third parties that support us and our services. We are also reliant on third-party and open source software that may contain bugs, vulnerabilities, or errors that could be exploited or disclosed before a patch or fix is available. We believe attempts to gain unauthorized access through the Internet or to introduce malicious software to our information systems are increasing in number and in technical sophistication.

If our security measures are compromised, or the security, confidentiality, integrity or availability of, our IT, software, services, communications or data is compromised, limited or fails, it could result in: damage to our system infrastructure; significant business interruption, delays or outages, either internally or at our third-party providers; significant data loss or leakage (including exposure to unauthorized persons or the public of sensitive data, including our IP, trade secrets or personal information of our employees, customers or other business partners); significant extra expense to restore data or systems; reputational loss; significant fines, penalties and liability; breach or triggering of data protection laws, privacy policies and/or data protection obligations (discussed below); loss of customers or sales, and in the case of our defense business, debarment from future participation in U.S. government programs. In addition, we have in the past and may in the future be required to expend significant resources, change our business practices or modify our operations in an effort to protect against security breaches and to mitigate, detect, and remediate actual and potential vulnerabilities that could adversely affect our business and operations and/or result in the loss of critical or sensitive information. If we are perceived to be unable to prevent or promptly identify and remedy such outages and breaches, this could result in reputational loss and/or loss of customers or sales.

While we have invested, and continue to invest, in the protection of our data and IT infrastructure, we regularly face attempts by others to access our information systems in an unauthorized manner, to introduce malicious software to such systems or both, and while we have not been materially impacted by computer viruses, malware, ransomware, hacking incidents, outages, or unauthorized access to data, we have been (and may in the future be) the target of such events. In addition, there can be no assurance that our efforts will prevent further service interruptions or identify breaches in our systems that could adversely affect our business and operations and/or result in the loss of critical or sensitive information, which could result in financial, legal, business or reputational harm to us (as described above). Although this has not been an issue to date, our liability insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cybersecurity attacks and other related breaches.

addition, there can be no assurance that our efforts will prevent further service interruptions or identify breaches in our systems that could adversely affect our business and operations and/or result in the loss of critical or sensitive information, which could result in financial, legal, business or reputational harm to us (as described above). Although this has not been an issue to date, our liability insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cybersecurity attacks and other related breaches.

We expect that risks and exposures related to cybersecurity attacks will remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, and the enhanced risk resulting from the increased number of employees that work remotely, through the increased use of home networks that may lack encryption or secure password protection, virtual meeting/conference security concerns and increase of phishing/cyber-attacks around digital resources.

We are also subject to increasing expectations and data security requirements from our customers, including those related to the U.S. Federal Acquisition Regulation, U.S. Defense Federal Acquisition Regulation Supplement, and U.S. Cybersecurity Maturity Model Certification. In addition, we must comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in various jurisdictions. For example, the European Union's General Data Protection Regulation, and similar legislation in other jurisdictions in which we operate, impose additional obligations on companies regarding the handling of personal data and provide certain individual privacy rights to persons whose data is stored. Compliance with customer expectations and existing, proposed and recently enacted laws and regulations can be costly; any failure to comply with these expectations and regulatory standards could subject us to legal and reputational risks. Misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against the Company by governmental entities or others, fines and penalties, damage to our reputation and credibility and could have a negative impact on our business and results of operations.

Compliance with customer expectations and existing, proposed and recently enacted laws and regulations can be costly; any failure to comply with these expectations and regulatory standards could subject us to legal and reputational risks. Misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against the Company by governmental entities or others, fines and penalties, damage to our reputation and credibility and could have a negative impact on our business and results of operations.

Our business is dependent on us winning competitive bid selection processes.

These selection processes are typically lengthy and can require us to dedicate significant development expenditures and engineering resources in pursuit of a single customer opportunity. Failure to obtain a particular design win may prevent us from obtaining design wins in subsequent generations of a particular product. This can result in lost revenue and could weaken our position in future competitive bid selection processes.

Changes to our operating model may adversely affect our business.

We continuously work to improve our productivity, quality, delivery performance and flexibility through various operational initiatives. Implementation of these initiatives, however, presents a number of risks, including: (i) failure to achieve anticipated margin improvements from such actions; (ii) actual or perceived disruption of service or reduction in service levels to customers; (iii) potential adverse effects on our internal control environment with respect to general and administrative functions during transitions resulting from such initiatives; (iv) actual or perceived disruption to suppliers, distribution networks and other important operational relationships and the inability to resolve potential conflicts in a timely manner; (v) diversion of management attention from ongoing business activities and strategic objectives; and (vi) failure to retain key employees. Because of these and other factors, we cannot predict whether we will fully realize the purpose and anticipated benefits or cost savings of these initiatives and, if we do not, our business and results of operations may be adversely affected. Furthermore, adverse changes to our business may require additional restructuring or reorganization activities in the future. See "We have incurred ~~significant~~ restructuring charges in the past, and expect to incur further restructuring charges in the future; we may not achieve some or all of the expected benefits from our restructuring activities, these activities may adversely affect our business, and additional restructuring actions may be required once currently-contemplated actions are complete."

~~Issues~~Adoption, integration and use of AI in ~~the~~manufacturing ~~development~~and service offerings and ~~use~~in certain of AIour internal processes may present regulatory, ethical, data and cybersecurity risks and result in reputational harm or ~~liability~~liabilities.

We ~~incorporate~~have AIincorporated ~~capabilities~~and ~~into~~may ~~certain~~in ofthe ~~our~~future ~~development~~further ~~processes,~~incorporate ~~and~~various ~~this~~types ~~technology is an element~~ of ~~our business operations.~~ AI isinto ~~also~~our anmanufacturing ~~element of the business operations~~ and ~~product and~~ service offerings ~~for~~and certain of our ~~customers~~internal processes. As with many developing technologies, AI presents risks and challenges, and may result in unintended consequences ~~that could affect its further development, adoption and use and, therefore, our business~~. Deficiencies or other failures of AI systems could subject us to competitive harm, regulatory action, penalties, legal liability or brand or reputational harm. AI is an emerging technology for which the legal and regulatory landscape is not fully developed, including, among others, potential liability for breaching IP or privacy laws and regulations. While laws and regulations applicable to AI are emerging and evolving, ~~what~~ these legal frameworks ~~will~~remain ~~look like remains~~ uncertain and they may be inconsistent from jurisdiction to jurisdiction, and compliance may require changes, updates or modifications to systems, processes and controls, and could increase costs. We may not always be able to properly respond to these legal frameworks, and our obligation to comply with them could entail significant costs, negatively affecting our business and/or materially limiting our ability to incorporate certain AI capabilities into our processes and solutions.

27Additionally, while we aim to use AI ethically and attempt to identify and mitigate associated ethical or legal issues, we may be unsuccessful in identifying or resolving ethical or legal issues presented by the use of AI. Using AI to support business operations may carry inherent risks related to IP, data privacy and security, such as intended or unintended transmission of personal data or proprietary or sensitive information, as well as challenges related to implementing, integrating, and maintaining AI tools. See also "Our operations and our customer relationships may be adversely and materially affected by disruptions to our IT systems, including disruptions from cybersecurity breaches of our IT infrastructure." Furthermore, inaccurate, biased or harmful outputs, or misuse by third parties, could lead to reputational harm, operational disruption, customer disputes, or regulatory scrutiny.

not always be able to anticipate how to respond to these legal frameworks, and our obligation to comply with them could entail significant costs, negatively affect our business or materially limit our ability to incorporate certain AI capabilities into our development processes and solutions.25

~~Additionally, leveraging AI capabilities to potentially improve internal functions and operations presents further risks, costs and challenges.~~ We ~~aim to use AI ethically and attempt to identify and mitigate ethical or legal issues presented by its use. However, we~~ may beencounter ~~unsuccessful~~integration ~~in identifying or resolving ethical or legal issues presented by the use of AI. The use of AI to support business operations may carry inherent risks related to data privacy~~ and ~~security, such as intended or unintended transmission of personal or~~ other ~~data~~significant ~~or proprietary or sensitive information, as well as~~ challenges ~~related~~with respect to ~~implementing~~our acquisitions and ~~maintaining~~strategic AItransactions ~~tools.~~which ~~Growing use of AI by third parties may also increase these risks. Further, reliance on AI~~ could ~~introduce~~adversely ~~operational~~affect ~~vulnerabilities and impact~~ our ~~relationships~~operating ~~with customers, partners, and suppliers~~results.

We have expanded and may continue to expand our network, capabilities and presence in new regions and end markets through acquisitions and/or strategic transactions, including multi-year "operate-in-place" arrangements, where we manage certain production, assembly or other services for customers directly from their locations, acquire their inventory, equipment and/or other assets, hire their employees, and lease or acquire their manufacturing sites. Potential challenges related to these acquisitions and transactions include: integrating acquired operations, systems and businesses (which may include transferring production from acquired operations to our existing network, or downsizing or closing acquired locations, in each case to obtain anticipated operational synergies); meeting customers' expectations as to volume, product quality and timeliness; supporting legacy contractual obligations; retaining customer, supplier, employee or other business relationships of acquired operations; addressing unforeseen liabilities of acquired businesses; limited experience with new technologies and markets; failure to realize anticipated benefits, such as cost savings and revenue enhancements; failure to achieve anticipated business volumes or operating margins; valuation methodologies not accurately capturing the value of the acquired business; the effects of diverting management's attention from day-to-day operations to matters involving the integration of acquired businesses; incurring potentially substantial transaction costs associated with these transactions; increased burdens on our staff and on our administrative, internal control and operating systems, which may hinder our legal and regulatory compliance activities; overpayment for an acquisition; and potential impairments resulting from post-acquisition deterioration in, or reduced benefit from, an acquired business. While we often obtain indemnification rights from the sellers of acquired businesses, such rights may be difficult to enforce, the losses may exceed any dedicated escrow funds, and the indemnitors may not have the ability to financially support the indemnity. Any of these factors may prevent us from realizing the anticipated benefits of an acquisition, including additional revenue, operational synergies, and/or economies of scale. Any delay or failure to realize the anticipated benefits of acquisitions may adversely affect our business and operating results and may require us to write-down the carrying value of any related goodwill and intangible assets in periods subsequent to the acquisitions. Acquisitions may also involve businesses we are not familiar with, and expose us to additional business risks that are different than those we have traditionally experienced or anticipated at the time of acquisition.

Transfers of business or operations have increased and may again increase our costs and cause disruptions in our ability to service our customers.

Our customers have in the past and may in the future require that we transfer the manufacturing of their products from one of our facilities to another to achieve cost reductions, tariff reductions and other objectives. These transfers have resulted in and could again result in increased costs to us due to facility downtime, less than optimal utilization of our manufacturing capacity and delays and complications related to the transition of manufacturing programs to new locations. These transfers, and any decision by a significant customer to terminate manufacturing services in a particular facility, could require us to close or reduce operations at certain facilities and, as a result, we may incur in the future significant costs for the closure of facilities, employee severance and related matters. We may be required to relocate or close additional manufacturing operations in the future and, accordingly, we may incur additional costs that decrease our net income.

Our business could be impacted as a result of actions by activist shareholders or others.

We may be subject, from time to time, to legal and business challenges in the operation of our company due to actions instituted by activist shareholders or others. Responding to such actions could be costly and time-consuming, may not align with our business strategies and could divert the attention of our Board and senior management from the pursuit of our business strategies. Perceived uncertainties as to our future direction as a result of shareholder activism may lead to the perception of a change in the direction of the business or other instability and may make it more difficult to attract and retain qualified personnel and business partners and may affect our relationships with vendors, customers and other third parties.

Climate ~~change~~and weather-related risks could adversely affect our business, results of operations and financial condition.

There is increasing concern that a gradual increase in global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases (GHGs) in the atmosphere has, and will continue to, cause significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters. Changes in weather patterns and an increased frequency, intensity and duration of extreme weather conditions could, among other things, impair our production capabilities, disrupt the operation of our supply chain, and impact our customers and their demand for our services. There are inherent climate- and weather related risks regardless of where we conduct our business. Climate ~~change-related weather events could negatively impact any of our locations or the locations of our customers,~~ and may cause us to experience work stoppages, project delays, financial losses and/or additional costs to resume operations, including increased insurance costs or loss of coverage, legal liability and reputational losses. Further, the risks caused by climate change span across the industry sectors we serve, including A&D, Industrial, HealthTech, Capital Equipment, Communications and Enterprise. The direct physical risks that climate change poses to infrastructure through chronic environmental changes, such as rising sea levels and temperatures, and acute events, such as hurricanes, droughts and wildfires, is common to each of these sectors. Infrastructure owners could face increased costs to maintain their assets, which could result in reduced profitability and fewer resources for strategic investment. These types of physical risks could in turn lead to transitional risks, including market and technology shifts, including decreased demand for our services and solutions, reputational risks, such as how our sustainability practices are viewed by external and internal stakeholders, and policy and legal risks, including the extent to which climate changeweather-related initiatives are driven by the governments in which we operate around the globe. As a result, the effects of climate change could have a long-term material adverse impact on our business, results of operations and financial condition. See "Our operations have been and could continue to be adversely affected by events outside our control," and "Our business and operations could be adversely impacted by ESG initiatives."

events could negatively impact any of our locations or the locations of our customers, and may cause us to experience work stoppages, project delays, financial losses and/or additional costs to resume operations, including increased insurance costs or loss of coverage, legal liability and reputational losses. As a result, the effects of climate and weather related risks could have a long-term material adverse impact on our business, results of operations and financial condition. See "Our operations have been and could continue to be adversely affected by events outside our control," and "Our business and operations could be adversely impacted by sustainability initiatives."

Risks Related to Our Industry

The ~~semiconductor~~future ~~industry~~development isand ~~cyclical~~adoption of AI and ~~volatile~~the indeployment ~~nature~~of data center infrastructure are uncertain and depend on the availability and cost of critical inputs (including power and water), which could materially affect demand for our products and services and our operating results.

~~The~~Recent ~~semiconductor~~investments ~~industry~~in isAI ~~highly~~infrastructure ~~cyclical~~by hyperscalers and ~~from~~other ~~time~~data tocenter ~~time~~customers ~~experiences~~have ~~significant~~increased ~~economic~~demand ~~downturns,~~for ~~often~~certain products in ~~connection~~our ~~with~~CCS segment, orincluding inour ~~anticipation~~HPS ofbusiness. However, ~~maturing~~the ~~product~~long‑term ~~cycles~~trajectory orof aAI ~~decline~~adoption inand ~~general~~related ~~economic~~data ~~conditions.~~center ~~These~~deployment ~~downturns~~is ~~are~~uncertain ~~characterized~~and bymay ~~diminished~~be ~~product~~affected ~~demand,~~by ~~lower~~a ~~volumes~~variety ~~and~~of ~~rapid~~factors ~~erosion~~outside ofour ~~average~~control, ~~selling~~including ~~prices,~~rapid ~~resulting~~changes in ~~revenue~~technology ~~erosion,~~and ~~production~~customer ~~overcapacity,~~AI ~~and~~roadmaps; ~~excess~~evolving ~~inventories.~~regulatory ~~The~~developments ~~timing,~~(including ~~length~~export controls and ~~volatility~~other ofAI-related ~~these~~measures) ~~cycles~~that ~~are~~increase ~~difficult~~our tocustomers’ ~~predict.~~costs ~~The~~or ~~quick~~restrict ~~onset~~their ofAI ~~demand~~activities; ~~changes,~~constraints ason ~~well~~specialized ascomponents ~~the~~and ~~high~~data ~~level~~center ofcapacity; ~~fixed~~and ~~costs~~the ~~associated~~availability, ~~with this business~~timing, ~~exacerbate~~reliability ~~the~~and ~~adverse~~price ~~impact~~ of ~~these~~critical ~~downturns on our operating results~~utilities. ~~Actions~~Adverse ~~taken~~developments toin ~~reduce~~any ~~our~~of ~~costs~~these ~~may~~areas becould ~~insufficient~~cause ~~to align~~ our ~~structure~~cloud-based ~~with~~and ~~prevailing~~other ~~business~~service ~~conditions~~provider customers, ~~and~~including wehyperscalers ~~may~~and beOEM ~~unable~~customers, to ~~invest~~delay, inreduce ~~R&D~~or ~~and~~cancel ~~engineering~~programs, atwhich ~~the~~could ~~levels~~adversely weimpact ~~believe~~demand ~~are~~for ~~necessary to maintain~~ our ~~competitive~~products ~~position.~~and Onservices, ~~the~~as ~~other~~well ~~hand,~~as inour ~~the~~revenue ~~event~~growth ofand aoperating ~~significant~~ results.

28AI‑driven, high‑density deployments require predictable access to power and adequate water and cooling capacity. Data center developers and operators may experience constraints arising from: generation, transmission and distribution capacity; longer lead times for grid interconnections and utility upgrades; siting and permitting limitations; evolving policy requirements (including mandates or targets relating to renewable energy sourcing); and increased utility or compliance costs. These constraints can lead to deployment deferrals, smaller‑scale builds, or lower utilization of installed infrastructure. If our customers encounter such constraints, they may defer or scale back data center expansions or adjust their capital expenditure priorities in AI infrastructure, which could in turn reduce orders for the products we design and/or manufacture, delay program ramps or result in cancellations. Any of these outcomes could have a material adverse effect on our business, financial condition and results of operations. See "We are dependent on a limited number of customers and end markets and are sensitive to their investment cycles and operating conditions. Revenue decline or loss of any major customer could have a material adverse effect on our operating results, financial position and cash flows" and "We are dependent on our customers' ability to compete and succeed in the marketplace using products we manufacture and services we provide."

upturn, we may not be able to expand our workforce and operations in a sufficiently timely manner, procure adequate resources and raw materials, or locate suitable third-party suppliers to respond effectively to changes in demand for our existing products or to the demand for new products requested by our customers. Any of the foregoing may adversely affect our margins, cash flow, and our ability to grow our revenue, and may increase the variability of our operating results from period to period.

We operate in an industry comprised of numerous competitors and aggressive pricing dynamics.

We operate in a highly competitive industry. Our competitors include large global EMS companies, ODMs that specialize in providing internally-designed products and manufacturing services, smaller EMS companies that often have a regional, product, service or industry-specific focus, as well as component and sub-system suppliers, distributors and/or systems integrators. In addition, our HPS offering may compete with our traditional OEM customers' hardware offerings. Offering products or services that compete with the offerings of our customers may negatively impact our relationship with, or result in a loss of business from, such customers. We face indirect competition from current and prospective customers who decide to manufacture products internally, or ~~insource~~in-source previously outsourced business. In addition to the foregoing, we face competition from distribution and logistics providers expanding their services across the supply chain.

The competitive environment in our industry is intense and aggressive pricing is a common business dynamic. Some of our competitors have greater scale and offer a broader range of services. Additionally, our current and/or future competitors may: be more effective than we are in increasing or shifting their presence in new lower-cost, lower-tariff or tariff-free regions to try to offset continuous competitive pressure and increasing labor costs or to secure new business; develop or acquire services comparable or superior to ours; consolidate to form larger competitors; have greater name recognition, critical mass and/or geographic market presence; have greater manufacturing, R&D and/or marketing resources; be better able to take advantage of acquisition opportunities; be willing to, or able to make sales or provide services at lower margins than we do; or adapt more quickly than we do to new technologies, evolving industry trends and changing customer requirements. In addition, our competitors may be more effective than we are in investing in IT solutions to differentiate their offerings. Some of our competitors have increased their vertical capabilities by manufacturing modules or components used in the products they assemble. Although we have also expanded our capabilities, including through acquisitions and "operate-in-place" arrangements, our competitors' expansion efforts may be more successful than ours. Competition may cause pricing pressures, reduced profits or a loss of market share (for example, from program losses, non-renewals or customer disengagements). We may not be able to compete successfully against our current and/or future competitors.

competitors have increased their vertical capabilities by manufacturing modules or components used in the products they assemble. Although we have also expanded our capabilities, including through acquisitions and "operate-in-place" arrangements, our competitors' expansion efforts may be more successful than ours. Competition may cause pricing pressures, reduced profits or a loss of market share (for example, from program losses, non-renewals or customer disengagements). We may not be able to compete successfully against our current and/or future competitors.

We may not keep pace with rapidly evolving technology.

Many of the markets for our manufacturing and engineering services are characterized by rapidly changing technology and evolving process development, and we cannot assure that we will maintain or develop the capabilities required by our customers in the future. The emergence of new technologies (including evolving AI technologies), industry standards or customer requirements may render our equipment, designs, inventory or processes obsolete or noncompetitive. In addition, we may have to invest in new processes, capabilities or equipment to support new technologies used in our customers' current or future products, and to support their supply chain processes. Additionally, as we expand our service offerings or pursue business in new markets where our experience may be limited, we may be less effective in adapting to technological change. Our manufacturing, engineering, supply chain processes, and test development efforts and design capabilities may not be successful due to rapid technological shifts in any of these areas. The acquisition and implementation of new technologies and equipment and the offering of new or additional services to our customers may require significant expense or capital investment, which could reduce our operating margins and adversely affect our operating results. ~~Our~~If ~~failure~~we fail to anticipate ~~and~~or adapt to our customers' changing technological needs and requirements, or if we are unable to hire and retain a sufficient ~~number~~personnel ~~of engineers~~ and maintain our engineering, technological and manufacturing expertise, ~~could~~our ~~have~~business, afinancial ~~material~~condition ~~adverse~~and ~~effect~~results onof ~~our~~ operations could be materially and adversely affected.

Various industry-specific standards, qualifications and certifications are required to produce certain types of products for our customers. Failure to obtain or maintain ~~those~~these certifications may adversely affect our ability to maintain existing levels of business or win new business.

The semiconductor industry is cyclical and volatile in nature.

The semiconductor industry is cyclical and from time to time experiences economic downturns, often in connection with, or in anticipation of, maturing product cycles or a decline in general economic conditions. These downturns are characterized by diminished product demand, lower volumes and rapid erosion of average selling prices, resulting in revenue erosion, production overcapacity, and excess inventories. The timing, length and volatility of these cycles are difficult to predict. The quick onset of demand changes, as well as the high level of fixed costs associated with this business, exacerbate the adverse impact of these downturns on our margins, cash flow, and our ability to grow our revenue, and may increase the variability of our operating results from period to period.

Risks Related to the International Nature of our Business

We continue to operate in an uncertain global economic and political environment.

Concerns over global economic conditions, financial markets, geopolitical issues, energy costs, inflation, and the availability and cost of credit, have contributed to increased global economic and political uncertainty. The political environment in the U.S., tensions between the U.S. and other countries, the continuing Russia/Ukraine conflict, Middle East Conflicts, and increased tensions between mainland China and Taiwan, have contributed to such uncertainty. All of the foregoing factors are outside of our control. See "Our operations have been and could continue to be adversely affected by events outside our control," "U.S. policies or legislation could have a material adverse effect on our business, results of operations and financial condition," and "Geopolitical uncertainty, ~~including as a result of the military conflict between Russia~~ and ~~Ukraine~~conflicts ~~and/or the Middle East Conflicts,~~ may adversely affect our business, financial condition and results of operations." Uncertain global economies have adversely impacted, and may continue to unpredictably impact, currency exchange rates. See "We are exposed to translation and transaction risks associated with foreign currency exchange rate fluctuations; hedging instruments may not be effective in mitigating such risks." Financial market instability may result in lower returns on our financial investments, and lower values on some of our assets.

Our operating costs have increased, and may continue to increase, as a result of the growth in inflation in recent years. Although we have been successful in offsetting the majority of our increased costs with increased pricing for our products and services to date, unrecovered increased operating costs in future periods would adversely impact our margins. We cannot predict future trends in the rate of inflation or other negative economic factors or associated increases.

services to date, unrecovered increased operating costs in future periods would adversely impact our margins. We cannot predict future trends in the rate of inflation or other negative economic factors or associated increases.

In the event of a further economic slowdown or recession, we may experience declines in revenues, profitability and cash flows from lower customer demand, including as a result of payment delays to, collection difficulties by, and increased pricing pressures and other factors caused by the impact of adverse economic conditions on, our customers. Adverse conditions in the financial and credit markets, lower consumer confidence and spending, inflation, higher labor, healthcare, and insurance costs, fluctuating fuel and commodities costs and their effects on the U.S. and global economies and markets are all examples of negative factors which could cause customers to delay or forgo use of our services. These economic conditions may also reduce our customers' operating budgets or ability to commit funds to purchase our solutions or renew their existing contracts with us. If an economic recession is followed by a slow and relatively weak recovery, the effects from a broadening or protracted extension of these negative economic conditions on our customers could have a significant adverse effect on our revenues, cash flows and results of operations.

General uncertainty surrounding the global economic environment and geopolitical outlook may impact current and future demand for some of the products we manufacture or services we provide, the financial condition of our customers and/or suppliers, as well as the number and pace of customer consolidations. If any of the foregoing impacts the financial condition of our customers, they may delay payments to us or request extended payment terms, which could have an adverse effect on our financial condition and working capital. If any of the foregoing impacts the financial condition of our suppliers, this may have an adverse effect on our operations, financial condition and/or customer relationships. We cannot predict the precise nature, extent, or duration of these economic or political conditions or if they will have any impact on our financial results. A deterioration in the economic environment may exacerbate the effect of the various risk factors described in this Annual Report and could result in other unforeseen events that may adversely impact our business and financial condition.

A decline in the U.S. and other government budgets, changes in spending or budgetary priorities, or delays in contract awards may ~~significantly and~~ adversely affect our future revenue and limit our growth prospects.

Because we generate a portion of our revenue from contracts with the U.S. government and ~~government~~its ~~agencies~~contractors, our results of operations could be adversely affected by relevant spending caps or changes in budgetary priorities, as well as by delays in the budget process, program starts, or the award of contracts or orders. U.S. government spending levels for defense-related and other programs may decrease or fluctuate in future periods, including as a result of budgetary constraints, spending cuts, and/or uncertain funding of programs. Spending and program authorizations may not increase or may decrease or shift to programs in areas in which we do not provide services or are less likely to be awarded contracts. Such changes in spending authorizations and budgetary priorities may occur as a result of shifts in spending priorities from defense-related and other programs as a result of competing demands for federal funds and the number and intensity of military conflicts or other factors. A significant decline in overall U.S. government spending, a significant shift in spending priorities, the substantial reduction or elimination of particular defense-related programs, or significant budget-related delays in contract or task order awards for ~~large~~ programs could adversely affect ~~our~~ future revenue and limit ~~our~~ growth prospects in certain of our business.

Geopolitical uncertainty, including as a result of the military conflict between Russia and Ukraine and/or the Middle East Conflicts, may adversely affect our business, financial condition and results of operations.

The Russia/Ukraine conflict, the Middle East Conflicts, other hostilities or armed conflicts, or any related interruption or curtailment of trade or transport among the countries where our and our customers' facilities are located, could adversely affect our business, financial condition and results of operations. Further, political, economic and military instability in these or other regions could lead to an increase in cyberattacks and disruptions and instability in global markets (including increases in inflation rates, increases in energy prices and adverse effects on currency exchange rates and financial markets), supply chains and industries that could negatively impact our business, financial condition and results of operations. Although the impact of the Russia/Ukraine conflict and the Middle East Conflicts on our supply chain has not been significant to date, we cannot assure that this will continue to be the case. It is not possible to predict the long-term implications of these or other conflicts. Further, tensions between mainland China and Taiwan have escalated in recent periods. Geopolitical changes in China-Taiwan relations, or conflict between China and Taiwan could disrupt our supply chain for semiconductors and other electronic components or the operations of our suppliers, limit access to key ports, and/or result in potential international sanctions, any of which could adversely affect our results of operations or increase our costs. Any such disruptions may also magnify the impact of other risks described in this "Risk Factors" section.

We are exposed to translation and transaction risks associated with foreign currency exchange rate fluctuations; hedging instruments may not be effective in mitigating such risks.

Global currency markets can be volatile. Although we conduct the majority of our business in U.S. dollars, our global operations subject us to translation and transaction risks associated with fluctuations in currency exchange rates that could have a material adverse impact on our operating results and/or financial condition. A significant portion of our operational costs (including payroll, pensions, site costs, costs of locally sourced supplies and inventory, and income taxes) are denominated in various currencies other than the U.S. dollar. Fluctuations in currency exchange rates may significantly increase the amount of translated U.S. dollars required for costs incurred in other currencies or significantly decrease the U.S. dollars received from non-U.S. dollar revenues.

Although our functional currency is the U.S. dollar, currency risk on our income tax expense arises as we are generally required to file our tax returns in the local currency for each particular country in which we have operations. A weakening of the local currency against the U.S. dollar could have a negative impact on our income taxes payable (related to increased local-currency taxable profits) and on our deferred tax costs (primarily related to the revaluation of non-monetary foreign assets from historical average exchange rates to the period-end exchange rates). See note 19 to the 2024 AFS included herein. While our hedging program is designed to mitigate currency risk vis-à-vis the U.S. dollar, we remain subject to taxable foreign exchange impacts in our translated local currency financial results relevant for tax reporting purposes.

As part of our risk management program, we enter into foreign currency forward and swap contracts to lock in the exchange rates for future foreign currency transactions, which is intended to reduce the foreign currency risk related to our operating costs and future cash flows denominated in local currencies. While these contracts are intended to reduce the effects of fluctuations in foreign currency exchange rates, our hedging strategy does not mitigate the longer-term impacts of changes to foreign exchange rates. In addition, these instruments are subject to transaction costs, credit requirements and counterparty risk. If our hedging program is not successful, or if we change our hedging activities in the future, we may experience significant unexpected expenses from fluctuations in exchange rates.

Our financial results have been adversely impacted by negative foreign currency translation effects, and such adverse effects, some of which may be substantial, may recur in the future.

Our ability to successfully manage unexpected changes or risks inherent in our global operations and supply chain may adversely impact our financial performance.

We have sites in the following countries: Canada, the U.S., China, Ireland, Japan, Laos, Malaysia, Mexico, Romania, Singapore, South Korea, Spain, Indonesia, Philippines, India and Thailand. During ~~2024~~2025, approximately 80% of our revenue was produced at locations outside of North America. WeComponents ~~also~~and ~~purchase~~raw ~~the~~materials are sourced globally, with a majority of ~~our~~electronic components ~~and~~originating ~~materials~~ from ~~international~~countries ~~suppliers~~in Asia.

Global operations are subject to inherent risks which may adversely affect us, including:

•changes in local tax rates and tax incentives and the adverse tax consequences of repatriating earnings;

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

•cultural differences and/or differences in local business customs;

•negative impacts, or ineffectiveness, of our restructuring activities;

•changes in regulatory requirements;

•inflationary trends and rising costs;

•changes in international political relations;

•difficulty in staffing (including skilled labor availability and cost) and managing foreign operations;

•challenges in building and maintaining infrastructure to support operations;

•compliance with a variety of foreign laws, including import and export tariffs and regulations;

•adverse changes in trade policies and/or agreements between countries in which we maintain operations (including the potential tariffs implemented by U.S. government and retaliatory tariffs from and other actions by those affected countries or parties);

•limitations on imports or exports of components or products, or other trade sanctions;

•changes in logistics costs;

•changes in the availability, lead time, and cost of components and materials;

•weaker laws protecting IP rights and/or greater difficulty enforcing such rights;

•global economic, political and/or social instability, including armed conflict and military actions ~~(including the Russia/Ukraine conflict and the Middle East Conflicts)~~, protectionism and reactive countermeasures, economic or other sanctions or trade barriers;

•potential restrictions on the transfer of funds and/or other restrictive actions by foreign governments;

•the effects of terrorist activity;

•natural disasters, fires and widespread health concerns, pandemics, epidemics or outbreaks of illness); and

•global currency fluctuations.

Any of ~~these~~the foregoing risks could disrupt the supply of our components or materials, slow or stop our production, and/or increase our costs. Although in the past we have incurred some increased shipping expenses and delays asin aconnection ~~result~~with ofgeopolitical ~~the Middle East Conflicts~~conflicts, such increases and delays have not been significant to date. However, there can be no assurance that this will continue to be the case. Compliance with trade and foreign tax laws may increase our costs and actual or alleged violations of such laws could result in enforcement actions or financial penalties that could result in substantial costs. Furthermore, U.S. export control laws and economic sanctions prohibit the shipment of certain products to U.S. embargoed or sanctioned countries, governments, and persons. Even though we take precautions to ensure that our channel partners comply with all relevant regulations, any failure by our channel partners to comply with such regulations could have negative consequences for us, including reputational harm, government investigations, and penalties. In addition, the introduction or expansion of certain social programs in foreign jurisdictions may increase our costs, and certain supplier's costs, of doing business.

In particular, a portion of our manufacturing, design, ~~support~~ and ~~storage~~support operations are conducted in our facilities in China. ~~Revenues~~Our ~~associated with our China operations account for 5% of total revenue in 2024 (2023 — 7%; 2022 — 11%). Therefore, our~~ business, financial condition and results of operations may be adversely affected by economic, political, legal, regulatory, competitive and other factors in China. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement and control over economic growth. ~~In addition, our operations in China are governed by Chinese laws, rules and regulations, some of which are relatively new.~~ The Chinese legal system continues to rapidly evolve, which may result in uncertainties with respect to the interpretation and enforcement of Chinese laws, rules and regulations that could have a material adverse effect on our business. China experiences high turnover of direct labor in the manufacturing sector, and engineers in our design centers, due to the intensely competitive and fluid market for labor, and the retention of adequate ~~labor~~talent is a challenge. If our labor turnover rates are higher than we expect, or we otherwise fail to adequately manage our labor needs, then our business and results of operations could be adversely affected. We are also subject to risks associated with our subsidiaries organized in China. For example, regulatory and registration requirements and government approvals affect the financing that we can provide to our subsidiaries. If we fail to receive required registrations and approvals to fund our subsidiaries organized in China, or if our ability to remit currency out of China is limited, then our business and liquidity could be adversely affected.

32In addition, international trade disputes with China have resulted in increased tariffs and other measures that have, and may continue to, adversely affect the Company's business. Our Capital Equipment business and our CCS segment have been in prior periods and may continue to be negatively impacted by U.S. technology/data export controls, including controls on cross-border technology/data access, with respect to China and other countries, and China's policy supporting its private sector businesses. More generally, changes to, among other things, laws or policies in the U.S. regarding foreign trade, import/export duties and controls, tariffs or taxes, manufacturing and/or investments, or other events outside of our control, could materially adversely affect our U.S. and foreign operations. See "U.S. policies or legislation could have a material adverse effect on our business, results of operations and financial condition," and "Our operations have been and could continue to be adversely affected by events outside our control."

InGeopolitical ~~addition,~~uncertainty ~~international trade disputes with China have resulted in increased tariffs~~ and ~~other~~conflicts ~~measures that have, and~~ may ~~continue to,~~ adversely affect the Company's business. U.S. technology export controls with respect to China (which are intended, in part, to restrict China's ability to obtain advanced computing chips, develop and maintain supercomputers, and manufacture advanced semiconductors) have adversely impacted our ~~Capital Equipment~~ business ~~and our CCS segment. More generally~~, ~~changes~~financial ~~to,~~condition ~~among other things, laws or policies in the U.S. regarding foreign trade, import/export duties~~ and controls, tariffs or taxes, manufacturing and/or investments, or other events outside of our control, could materially adversely affect our U.S. and foreign operations. See "U.S. policies or legislation could have a material adverse effect on our business, results of operations ~~and financial condition," "Our operations have been and could continue to be adversely affected by events outside our control," and Item 7, MD&A — "External Factors that May Impact our Business~~."

~~Regulation~~Hostilities ofor AIarmed conflicts (including the Russia/MLUkraine ~~technology~~conflict ~~may~~and ~~materially~~the Middle East Conflicts), or any related interruption or curtailment of trade or transport among the countries where our and our customers' facilities are located, could adversely ~~impact~~affect our business, financial condition and results of operations. Further, political, economic and military instability

In recent periods, growth in the advancement and commercialization of AI/ML technology has resulted in high levels of capital expenditure investments by our hyperscaler customers, and corresponding demand increases for AI/ML compute products in our CCS segment. However, the regulatory landscape for AI/ML technology is evolving rapidly. The U.S. federal government, as well as several U.S. states and foreign governmental bodies and agencies have enacted, proposed, or are considering new laws and regulations with respect to the development and use of this technology. Additionally, existing laws and regulations may be interpreted to have similar impact. Unfavorable regulatory developments may increase our hyperscaler customers’ R&D and compliance costs and/or limit their use of such technology, which may result in a significant or material decrease in their capital expenditure investments in this area. This would in turn adversely impact demand for our AI/ML compute products, negatively impact our long-term growth expectations with respect to hyperscaler demand, and/or may have a material adverse effect on our business, operations or financial condition.30

in these or other regions could lead to an increase in cyberattacks and disruptions and instability in global markets (including increases in inflation rates, increases in energy prices and adverse effects on currency exchange rates and financial markets), supply chains and industries that could negatively impact our business, financial condition and results of operations. Although the impact of geopolitical conflicts on our supply chain has not been significant to date, we cannot assure that this will continue to be the case. Further, tensions between mainland China and Taiwan have escalated in recent periods. Geopolitical developments in China-Taiwan relations, or conflict between China and Taiwan could disrupt our supply chain for semiconductors and other electronic components or the operations of our suppliers, limit access to key ports, and/or result in potential international sanctions, any of which could adversely affect our results of operations or increase our costs. Any such disruptions may also magnify the impact of other risks described in this "Risk Factors" section.

We are exposed to translation and transaction risks associated with foreign currency exchange rate fluctuations; hedging instruments may not be effective in mitigating such risks.

Although our functional currency is the U.S. dollar, currency risk on our income tax expense arises as we are generally required to file our tax returns in the local currency for each particular country in which we have operations. A weakening of the local currency against the U.S. dollar could have a negative impact on our income taxes payable (related to increased local-currency taxable profits) and on our deferred tax costs (primarily related to the revaluation of non-monetary foreign assets from historical average exchange rates to the period-end exchange rates). See note 18 to the 2025 AFS included herein. While our hedging program is designed to mitigate currency risk vis-à-vis the U.S. dollar, we remain subject to taxable foreign exchange impacts in our translated local currency financial results relevant for tax reporting purposes.

Our financial results have been adversely impacted by negative foreign currency translation effects, and such adverse effects, some of which may be substantial, may recur in the future.

Financial Risks

WeDeterioration ~~are~~in ~~subject~~financial markets or in the macro-economic environment may adversely affect our ability to ~~interest~~raise ~~rate~~funds ~~fluctuations~~or increase the cost of raising funds.

~~Borrowings~~Our ~~under~~ability ~~our~~to ~~credit~~borrow ~~agreement~~or ~~generally~~raise ~~bear~~capital, ~~interest~~or atrefinance aor ~~floating~~increase ~~rate,~~our ~~plus~~third-party aindebtedness ~~margin~~may be impacted if financial markets are unstable. ~~These~~Disruptions ~~borrowings~~in ~~expose~~the uscapital toand ~~interest~~credit ~~rate~~markets ~~risks~~could ~~due~~adversely affect our ability to ~~fluctuations~~draw inon ~~these~~our ~~rates~~revolver ~~and~~(or ~~margins~~any successor or additional facility), ~~and~~or our ~~interest~~ability ~~rate~~to ~~swap~~sell ~~agreements~~desired ~~only~~amounts ~~apply~~of toA/R aunder ~~portion~~our ofA/R ~~the~~sales ~~total~~program ~~borrowings~~or customer supplier financing programs. Our access to funds under our ~~term~~credit ~~loans.~~facility ~~Significant~~(or ~~interest~~any ~~rate~~successor ~~fluctuations~~or ~~may~~additional ~~adversely~~facility) ~~affect~~will be dependent on the ability of our ~~business,~~senior ~~operating~~lenders ~~results~~to ~~and~~meet ~~financial~~their ~~condition~~funding commitments. ~~Also~~They ~~see~~may ~~"We~~not ~~have~~be ~~entered~~able ~~into~~to ~~the~~meet ~~TRS~~their ~~Agreement~~funding incommitments ~~respect~~to us if they experience shortages of ~~our~~capital ~~Common~~and ~~Shares,~~liquidity ~~which~~or ~~exposes~~if they experience excessive volumes of borrowing requests from us toand ~~certain~~other ~~risks,~~borrowers ~~including~~within ~~Common~~a ~~Shares~~short ~~price~~period ~~decrease~~of ~~risk,~~time. ~~counterparty~~Longer ~~risk~~term disruptions in the capital and ~~interest~~credit ~~rate~~markets ~~risk~~as a result of uncertainty, ~~any~~changing or increased regulation, reduced alternatives, or failures of ~~which~~significant financial institutions could adversely affect our ~~financial~~access ~~condition~~to ~~and/or~~liquidity ~~financial~~needed ~~results~~for our business." Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding sources can be

~~Volatility in commodity prices may negatively impact our operating results.~~ 31

arranged. Such measures could include deferring our planned capital expenditure investments and reducing or eliminating discretionary uses of cash.

Volatility in energy and commodity prices may negatively impact our operating results.

We rely on various energy sources in our production and transportation activities. Increases in prices for energy and other commodities have resulted in, and may result in further increased raw material and component costs and transportation costs. Any increase in our costs that we are unable to recover in our pricing to our customers would negatively impact our margins and operating results.

Our results may be negatively affected by rising labor costs.

There is some uncertainty with respect to the pace of rising labor costs (including minimum wage increases that are government-mandated from time to time), and increasing competition for specific talent/resources in various regions in which we operate. Any increase in labor costs that we are unable to recover in our pricing to our customers would negatively impact our margins and operating results.

Deterioration in financial markets or in the macro-economic environment may adversely affect our ability to raise funds or increase the cost of raising funds.

Our ability to borrow or raise capital, or refinance or increase our third-party indebtedness may be impacted if financial markets are unstable. Disruptions in the capital and credit markets could adversely affect our ability to draw on our revolver (or any successor or additional facility), or our ability to sell desired amounts of A/R under our A/R sales program or customer supplier financing programs. Our access to funds under our credit facility (or any successor or additional facility) will be dependent on the ability of our senior lenders to meet their funding commitments. They may not be able to meet their

funding commitments to us if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from us and other borrowers within a short period of time. Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives, or failures of significant financial institutions could adversely affect our access to liquidity needed for our business. Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding sources can be arranged. Such measures could include deferring capital expenditures and reducing or eliminating discretionary uses of cash.

We are subject to financial and reputational risk due to non-performance by counterparties.

A failure by counterparties, including customers, suppliers, financial institutions (including the issuers of our purchased annuities and the counterparty to our TRS Agreement), or other third parties with whom we conduct business, to fulfill their contractual obligations, may result in financial loss to us and may have adverse effects on our business.

If a key supplier, or any company within such supplier's supply chain, experiences financial or other difficulties, such difficulties may affect their ability to supply us with materials, components or services, which could halt or delay the production of a customer's products, and/or have a material adverse impact on our operations, financial results, and customer relationships. In addition, our ability to collect outstanding A/R depends, in part, on the financial strength of our customers. ~~See Item 7, MD&A — "External Factors that May Impact our Business" for further detail.~~ At December 31, ~~2024~~2025, we had ~~one~~two ~~customer~~customers (in our CCS segment) that individually represented 10% or more of total A/R (December 31, ~~2023~~2024 — ~~two customers,~~ one customer in our CCS segment ~~and one in our ATS segment~~). If a customer bankruptcy occurs, our profitability may be adversely impacted if affected A/R are in excess of our allowance for credit losses~~. Additionally~~, and our future revenues could also be adversely impacted ~~by a customer bankruptcy~~. Inability to collect A/R and/or the loss of one or more major customers could adversely impact our operating results, financial position and cash flows. See Item 7A, Quantitative and Qualitative Disclosures About Market Risk for description of our credit risks. We cannot reasonably determine the extent to which a customer or supplier may have financial difficulties, or whether we will be required to adjust customer pricing, payment terms and/or the amounts we pay to suppliers for materials and components.

To mitigate the actuarial and investment risks of our defined benefit pension plans, we purchase annuities (using existing plan assets) from time to time from third party insurance companies for certain, or all, of our obligations under specified pension plans. Failure by the insurance companies to fulfill their contractual obligations would result in a significant financial loss to us, as we retain ultimate responsibility for the payment of benefits to plan participants unless and until such pension plans are wound-up.

We may use cash on hand, issue debt or equity securities, and/or incur additional third-party debt (or any combination thereof) to complete future acquisitions or otherwise fund our operations, which may adversely affect our liquidity, credit ratings, financial condition and/or results of operations.

Any significant use of cash (for future acquisitions or otherwise) would adversely impact our cash position and liquidity. In addition, we may choose to issue debt securities or otherwise incur additional debt to fund future acquisitions or otherwise fund our operations. Any additional incurrence of debt (either through the issuance of debt securities or through a new or refinanced credit facility) would increase our debt leverage and debt service requirements (necessitating the use of additional cash flow for this purpose), may reduce our debt agency ratings, may further adversely impact our ability to fund future acquisitions and/or ~~respond to unexpected~~ capital ~~requirements~~expenditures, may impose additional restrictions on our operations, and may have a variety of additional adverse effects, including, but not limited to, those described in "We have incurred ~~substantial~~ third-party debt tofor ~~fund acquisitions,~~ which ~~has increased~~ our debt service requirements, may reduce our ability to fund future acquisitions and/or ~~to respond to unexpected~~ capital ~~requirements~~expenditures, and may have other adverse impacts on our business." To the extent we sell equity or convertible debt securities, the issuance of these securities (the pricing of which would be subject to market conditions at the time of issuance) could result in material dilution to our stockholders. Sales of our equity securities or convertible debt, or the perception that these sales could occur, could also cause the market price for our Common Shares to fall, and new securities could have rights, preferences and privileges senior to the holders of our Common Shares.

We have incurred substantial third-party debt to fund acquisitions, which has increased our debt service requirements, may reduce our ability to fund future acquisitions and/or to respond to unexpected capital requirements, and may have other adverse impacts on our business. 32

34our stockholders. Sales of our equity securities or convertible debt, or the perception that these sales could occur, could also cause the market price for our Common Shares to fall, and new securities could have rights, preferences and privileges senior to the holders of our Common Shares.

~~Our~~We ~~outstanding~~are ~~indebtedness,~~subject ~~together with the mandatory prepayment provisions of our credit facility, require us~~ to ~~dedicate a portion of our cash flow to make~~ interest ~~and~~rate principal payments on such indebtedness, thereby limiting the availability of our cash flow for other purposes, and may reduce our ability to fund future acquisitions and/or to respond to unexpected capital requirementsfluctuations. Such indebtedness (which may increase if we are unable to sell desired amounts under our uncommitted A/R sales program or supplier financing programs) may also: require us to pursue additional term financing for potential investments, which may not be available on acceptable terms or at all; limit our ability to obtain additional financing for working capital, business activities, and other general corporate requirements; limit our ability to refinance our indebtedness on terms acceptable to us or at all; limit our flexibility to plan for and adjust to changing business and market conditions; and increase our vulnerability to general adverse economic and industry conditions. In addition, such indebtedness could have a variety of other adverse effects, including: (i) default and foreclosure on our assets if we have insufficient funds to repay the debt obligations; (ii) acceleration of such indebtedness or cross-defaults if we breach financial or other covenants under applicable debt agreements and such breaches are not waived; (iii) increased vulnerability to adverse changes in competitive conditions or government regulation; (iv) other disadvantages compared to our competitors who have less debt; and (v) negatively impact on our credit ratings (see "Our credit rating may be downgraded"). Our credit facility also limits share repurchases for cancellation if our consolidated secured leverage ratio (as defined in such facility) exceeds a specified amount.

WeBorrowings ~~are~~under ~~subject~~our tocredit ~~the~~agreement ~~risk~~generally ofbear ~~increasing~~interest ~~income~~at ~~and~~a ~~other~~floating ~~taxes~~rate, ~~tax~~plus ~~audits~~a margin. These borrowings expose us to interest rate risks due to fluctuations in these rates and ~~the~~margins, ~~challenges~~and our interest rate swap agreements only apply to a portion of ~~successfully~~the ~~defending~~total borrowings under our ~~tax~~term ~~positions~~loans. Significant interest rate fluctuations may adversely affect our business, operating results and ~~obtaining,~~financial ~~renewing~~condition. orAlso ~~meeting~~see "We have entered into the ~~conditions~~TRS Agreement in respect of ~~tax~~our ~~incentives~~Common Shares, which exposes us to certain risks, including Common Shares price decrease risk, counterparty risk and ~~credits~~interest rate risk, any of which ~~may~~could adversely affect our financial ~~performance.~~condition and/or financial results."

We conduct business operations in a number of countries where tax incentives have been extended to encourage foreign investment or where income tax rates are low. Our income tax expense could increase significantly if certain tax incentives from which we benefit are retracted. A retraction could occur if we fail to satisfy the conditions on which these tax incentives are based, or if they are not renewed or replaced upon expiration. Our income tax expense could also increase if tax rates applicable to us in such jurisdictions are otherwise increased, or due to changes in legislation or administrative practices. Changes in our outlook in any particular country could impact our ability to meet the required conditions. See Item 7, MD&A — "Operating Results — Income taxes" and note 18 and 21 to the 2024 AFS included herein for a discussion of our existing tax incentives, and challenges to our Romanian and Thailand tax positions.

We develop our tax filing positions based upon the anticipated nature and structure of our business and the tax laws, administrative practices and judicial decisions currently in effect in the jurisdictions in which we have assets or conduct business, all of which are subject to change or differing interpretations, some of which with retroactive effect (e.g., Canada's Pillar Two legislation). In addition, the Organization for Economic Cooperation and Development continues to issue guidelines and proposals related to Base Erosion and Profit Shifting which may result in further legislative changes that could reshape international tax rules in numerous countries and negatively impact our effective tax rate. We cannot predict the outcome or timing of any specific legislative proposals or initiatives, and we cannot provide assurance that any such legislation or initiative will not apply to us. In addition, we cannot assure that operational adjustments will be sufficient to mitigate the impact of such legislation, in part or at all. Legislation or other changes in U.S. and/or international tax laws could increase our tax liability or adversely affect our overall profitability and results of operations.

Certain of our subsidiaries provide financing or products and services to, and may from time to time undertake certain significant transactions with, other subsidiaries in different jurisdictions. Moreover, several jurisdictions in which we operate have tax laws with detailed transfer pricing rules which require that all transactions with non-resident related parties be priced using arm's-length pricing principles, and that contemporaneous documentation must exist to support such pricing.

We are subject to tax audits in various jurisdictions, which could result in additional tax expense in future periods related to prior results. Any such increase in our income tax expense and related interest and/or penalties could have a significant adverse impact on our future earnings and future cash flows. The successful pursuit of assertions made by any tax authority could result in our owing significant amounts of tax, interest, and possibly penalties. We believe we adequately accrue for any probable potential adverse tax ruling. However, there can be no assurance as to the final resolution of any claims and any resulting proceedings. If any claims and any ensuing proceedings are determined adversely to us, the amounts we may be required to pay could be material, and in excess of amounts accrued.

At December 31, 2024, a significant portion of our cash and cash equivalents was held by foreign subsidiaries outside of Canada, a large part of which may be subject to withholding taxes upon repatriation under current tax laws. We repatriated in

2024, and currently expect to repatriate in the foreseeable future, an aggregate of approximately $500 million from various foreign subsidiaries (2023 — approximately $480 million).

We have incurred significant restructuring charges in the past, and expect to incur further restructuring charges in the future; we may not achieve some or all of the expected benefits from our restructuring activities, these activities may adversely affect our business, and additional restructuring actions may be required once currently-contemplated actions are complete.

Implementation of our restructuring activities may be costly and disruptive to our business, and we may not achieve the cost savings and benefits anticipated from such activities. We may not be able to retain or expand existing business due to execution issues relating to anticipated headcount reductions, plant closures or product/service transfers, and we may incur higher operating expenses during the periods of transition. Additionally, restructuring actions may result in a loss of continuity and accumulated knowledge in our workforce and related operational inefficiencies, as well as negative publicity. Headcount reductions can also have a negative impact on morale and our ability to attract and hire new qualified personnel in the future. Our restructuring activities require a significant amount of management and other employees' time and focus, which may divert attention from operating and growing our business. Any failure to achieve some or all of the expected benefits of our restructuring activities, including any delay in implementing planned related restructuring actions, may have a material adverse effect on our competitive position and operating results. In addition, we may implement additional future restructuring actions or divestitures as a result of changes in our business, the marketplace and/or our exit from less profitable, under-performing, non-core or non-strategic operations.

We have incurred impairment charges and operating losses in certain of our businesses, and may incur such charges and losses in future periods.

We record impairment charges when we determine that the carrying amount of long-lived assets or goodwill may not be recoverable. We may record charges to accelerate the depreciation of specified assets in connection with our restructuring actions. Determining the fair value of long-lived assets or reporting units, including goodwill, is subjective and requires management to exercise significant judgment in estimating future growth, profitability, discount and terminal growth rates, and in projecting future cash flows, among other factors, including the impact of market conditions on management's assumptions. Future events and changing market conditions may impact our assumptions as to prices, costs, or other factors that may result in changes to our estimates of future cash flows, which may in turn result in impairment charges, which could be substantial and adversely affect our financial results. Factors that might reduce the fair value of these assets below their respective carrying values include declines in our stock price and market capitalization, reduced future cash flow estimates, slower growth rates, or significant operating losses in any of our businesses. Sustained market price decreases, demand softness, and/or failure to realize future revenue at an appropriate profit margin in any reporting units could negatively impact our operating results, including the incurrence of restructuring charges and/or impairment losses for such reporting units or operating losses for the relevant business. Similar risks apply to assessing the recoverability of our deferred tax assets.

We are subject to the risk of increasing income and other taxes, tax audits and the challenges of successfully defending our tax positions, and obtaining, renewing or meeting the conditions of tax incentives and credits, any of which may adversely affect our financial performance.

We conduct business operations in a number of countries where tax incentives have been extended to encourage foreign investment or where income tax rates are low. Our income tax expense could increase significantly if certain tax incentives from which we benefit are retracted. A retraction could occur if we fail to satisfy the conditions on which these tax incentives are based, or if they are not renewed or replaced upon expiration. Our income tax expense could also increase if tax rates applicable to us in such jurisdictions are otherwise increased, or due to changes in legislation or administrative practices. Changes in our outlook in any particular country could impact our ability to meet the required conditions. See Item 7, MD&A — "Operating Results — Income taxes and tax contingencies" and note 17 and 20 to the 2025 AFS included herein for a discussion of our existing tax incentives, and challenges to our Romanian and Thailand tax positions.

We develop our tax filing positions based upon the anticipated nature and structure of our business and the tax laws, administrative practices and judicial decisions currently in effect in the jurisdictions in which we have assets or conduct business, all of which are subject to change or differing interpretations, some of which with retroactive effect. In addition, the Organization for Economic Cooperation and Development continues to issue guidelines and proposals related to Pillar Two (global minimum tax) legislation in Canada which may result in further legislative changes that could negatively impact our effective tax rate. We cannot predict the outcome or timing of any specific legislative proposals or initiatives, and we cannot provide assurance that any such legislation or initiative will not apply to us. In addition, we cannot assure that operational adjustments will be sufficient to mitigate the impact of such legislation, in part or at all. Legislation or other changes in U.S. and/or international tax laws, treaties or regulations, or their interpretation or enforcement, could become more stringent which could increase our tax liability or adversely affect our overall profitability and results of operations.

have tax laws with detailed transfer pricing rules which require that all transactions with non-resident related parties be priced using arm's-length pricing principles, and that contemporaneous documentation must exist to support such pricing.

Tax authorities in certain jurisdictions are adopting increasingly assertive enforcement approaches and conducting broader examinations of both direct and indirect taxes. They may oppose the judgments we make and challenge the positions we have taken in current or prior periods and outcomes may differ materially from our estimates. As a result, we could face additional assessments of tax, interest and penalties that exceed our provisions. The timing and ultimate resolution of examinations are inherently uncertain and can take many years; in some cases, we may be required to pay, secure or otherwise fund disputed amounts while we pursue administrative or judicial remedies. Any of these developments could adversely affect our liquidity, cash flows, effective tax rate and results of operations. See also Item 7, MD&A "Operating Results — Income taxes and tax contingencies".

We are also subject to tax audits in various jurisdictions, which could result in additional tax expense in future periods related to prior results. Any such increase in our income tax expense and related interest and/or penalties could have a significant adverse impact on our future earnings and future cash flows. The successful pursuit of assertions made by any tax authority could result in our owing significant amounts of tax, interest, and possibly penalties. We believe that adequate amounts have been accrued in accordance with GAAP (ASC 740 Income Taxes) for any adjustments to the income tax expense or other tax items that may ultimately result from these examinations. However, there can be no assurance as to the final resolution of any claims and any resulting proceedings. If any claims and any ensuing proceedings are determined adversely to us, the amounts we may be required to pay could be material, and in excess of amounts accrued.

At December 31, 2025, approximately 80% of our cash and cash equivalents were held by foreign subsidiaries outside of Canada. We have repatriated and expect to continue repatriating funds from our foreign subsidiaries. Repatriation of certain foreign funds could result in additional tax liabilities under current tax laws. We have recorded tax liabilities in our consolidated financial statements for the anticipated repatriations in the foreseeable future.

We have incurred restructuring charges in the past, and expect to incur further restructuring charges in the future; we may not achieve some or all of the expected benefits from our restructuring activities, these activities may adversely affect our business, and additional restructuring actions may be required once currently-contemplated actions are complete.

We may not be able to prevent or detect all errors or fraud.

Due to the inherent limitations of internal control systems, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. Accordingly, we cannot provide absolute assurance that all control issues, errors or instances of fraud, if any, impacting us have been or will be prevented or detected. In addition, over time, certain aspects of a control system may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate, which we may not be able to address quickly enough to prevent all instances of error or fraud. In connection with our ongoing assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses" in our internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The existence of any material weakness may require management to devote significant time and incur significant remediation expense. The existence of any material weakness in our internal control over financial reporting may result in errors in our financial statements that could require us to make corrective adjustments, restate our financial statements, cause us to fail to meet our reporting obligations, and cause shareholders to lose confidence in our reported financial information, all of which could materially and adversely affect the market price of our securities. If we are unable to successfully identify and remediate any material weaknesses that may arise in a timely manner, the accuracy and timing of our financial reporting may be adversely affected, and we may be unable to

3634

make corrective adjustments, restate our financial statements, cause us to fail to meet our reporting obligations, and cause shareholders to lose confidence in our reported financial information, all of which could materially and adversely affect the market price of our securities. If we are unable to successfully identify and remediate any material weaknesses that may arise in a timely manner, the accuracy and timing of our financial reporting may be adversely affected, and we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports and applicable stock exchange listing requirements.

We may be required to make larger contributions to our defined benefit pension and other benefit plans in the future.

We maintain defined benefit pension and other benefit plans globally. Our pension obligations are based on certain assumptions relating to plan asset performance, salary changes, employee turnover, retirement ages, life expectancy, expected healthcare costs, the performance of the financial markets, future interest rates, and plan and legislative changes. If actual results or future expectations differ from these assumptions or if statutory funding requirements change, the amounts we are obligated to contribute to the pension plans may increase and such increase could be significant. We are also required to contribute amounts to our other benefit plans to meet local statutory or such plans' funding requirements. The amounts we are obligated to contribute may increase due to legislative or other changes.

Changes in judgments, estimates and assumptions could have a material effect on our financial position and results of operations.

We prepare our consolidated financial statements in conformity with generally accepted accounting principles in the United States (GAAP). The preparation of our financial statements in accordance with GAAP requires that we make estimates and assumptions that affect the recorded amounts of assets, liabilities and net earnings during the reporting period. A change in the facts and circumstances surrounding those estimates could result in a change to our estimates and could impact our future operating results.

Our credit agreement contains restrictive and financial covenants that may impair our ability to conduct business, and the failure to comply with such covenants could cause our outstanding debt to become immediately payable.

Our credit agreement contains restrictive covenants that limit our management's discretion with respect to certain business matters. Among other factors, these covenants limit our ability and our subsidiaries' ability to incur additional debt, create liens or other encumbrances, change the nature of our business, sell or otherwise dispose of assets, make certain investments and payments, repurchase Common Shares for cancellation if a defined consolidated secured leverage ratio exceeds a specified amount, merge or consolidate with other entities, or effect specified changes in control. This agreement also contains certain financial covenants related to indebtedness and interest coverage. If we are not able to comply with these covenants, our outstanding debt could become immediately due and payable, and the incurrence of additional debt under our revolving credit facility may not be allowed, either of which could have a material adverse effect on our liquidity and ability to conduct our business.

We have entered into the TRS Agreement in respect of our Common Shares, which exposes us to certain risks, including Common Shares price decrease risk, counterparty risk and interest rate risk, any of which could adversely affect our financial condition and/or financial results.

Under our TRS Agreement, the counterparty is obligated to make a payment to us based on the increase in the value of the TRS (as defined in such agreement) over the agreement's term, in exchange for specified periodic payments based on a variable interest rate. However, if the value of the TRS decreases over the agreement's term, we are obligated to pay the amount of such decrease to the counterparty, which could be material. In addition, an increase in the variable interest rate would result in an increase in interest payment amounts payable by us to the counterparty. Our TRS Agreement is also subject to the risk that the counterparty will default on its payment obligations thereunder, or that we will not be able to meet our obligations to the counterparty. Further, if the counterparty chooses to exercise its termination rights under the TRS, it is possible that, because of adverse market conditions existing at the time of such termination, we will owe more to the counterparty (or will be entitled to receive less from the counterparty) than we would otherwise have if we controlled the timing of such termination.

Our credit ratings may be downgraded.

Our credit ratings impact the cost and availability of future borrowings and, accordingly, our cost of capital. Our ratings reflect the opinions of the ratings agencies of our financial strength, operating performance and ability to meet our debt obligations. There can be no assurance that we will achieve or maintain a particular rating in the future, which could place us at a disadvantage compared to our competitors and prevent us from taking actions that could benefit us in the long term. Any negative change in our credit ratings or outlook may make it more expensive for us to raise additional capital in the future on terms that are acceptable to us, if at all. We may not be able to obtain financing arrangements on acceptable terms or in amounts sufficient to meet our needs in the future, which could harm our ability to grow our business, internally or through acquisitions.

We have incurred third-party debt for which our debt service requirements may reduce our ability to fund future acquisitions and/or capital expenditures, and may have other adverse impacts on our business.

Our outstanding indebtedness, together with the mandatory prepayment provisions of our credit facility, require us to dedicate a portion of our cash flow to make interest and principal payments on such indebtedness, thereby limiting the availability of our cash flow for other purposes, and may reduce our ability to fund future acquisitions and/or capital expenditures. Such indebtedness (which may increase if we are unable to sell desired amounts under our uncommitted A/R sales program or supplier financing programs) may also: require us to pursue additional term financing for potential acquisitions and/or future capital expenditures, which may not be available on acceptable terms or at all; limit our ability to obtain additional financing for working capital, business activities, and other general corporate requirements; limit our ability to refinance our indebtedness on terms acceptable to us or at all; limit our flexibility to plan for and adjust to changing business and market conditions; and increase our vulnerability to general adverse economic and industry conditions. In addition, such

indebtedness could have a variety of other adverse effects, including: (i) default and foreclosure on our assets if we have insufficient funds to repay the debt obligations; (ii) acceleration of such indebtedness or cross-defaults if we breach financial or other covenants under applicable debt agreements and such breaches are not waived; (iii) increased vulnerability to adverse changes in competitive conditions or government regulation; (iv) other disadvantages compared to our competitors who have less debt; and (v) negatively impact on our credit ratings (see "Our credit ratings may be downgraded"). Our credit facility also limits share repurchases for cancellation if our consolidated secured leverage ratio (as defined in such facility) exceeds a specified amount.

We anticipate that we will refinance outstanding indebtedness from time to time, and an inability to refinance on favorable terms, or at all, would have a material adverse effect on our operating results and financial condition.

We anticipate that we will repay outstanding debt from time to time through refinancing. The amount of our existing indebtedness may impede our ability to obtain such refinancing on acceptable terms, or at all. If we cannot refinance, extend, or pay principal payments due at maturity with the proceeds of other capital transactions, our cash flows may not be sufficient to repay our debt upon maturity. In such event, we may be forced to dispose of one or more assets on disadvantageous terms. In addition, refinanced debt may carry higher interest rates and have more restrictive covenants than our current outstanding indebtedness. Although we anticipate that we will be able to repay or refinance our existing indebtedness when it matures, there can be no assurance we will be able to do so, or that the terms of any such refinancing will be favorable. An inability to refinance, extend or otherwise satisfy our debt as it matures would have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

37We may be required to make larger contributions to our defined benefit pension and other benefit plans in the future.

~~addition,~~We ~~refinanced~~maintain ~~debt~~defined ~~may~~benefit ~~carry~~pension ~~higher~~and ~~interest~~other ~~rates~~benefit ~~and~~plans ~~have~~globally. ~~more~~Our ~~restrictive~~pension ~~covenants~~obligations ~~than~~are ~~our~~based ~~current~~on ~~outstanding~~certain ~~indebtedness.~~assumptions ~~Although~~relating weto ~~anticipate~~plan ~~that~~asset weperformance, ~~will~~salary bechanges, ~~able~~employee toturnover, ~~repay~~retirement orages, ~~refinance~~life ~~our~~expectancy, ~~existing~~expected ~~indebtedness~~healthcare ~~when~~costs, itthe ~~matures~~performance of the financial markets, ~~there~~future ~~can~~interest berates, noand ~~assurance~~plan weand ~~will~~legislative bechanges. ~~able~~If toactual doresults ~~so,~~or future expectations differ from these assumptions or ~~that~~if statutory funding requirements change, the ~~terms~~amounts ofwe ~~any~~are obligated to contribute to the pension plans may increase and such ~~refinancing~~increase ~~will~~could be ~~favorable~~significant. AnWe ~~inability~~are toalso ~~refinance,~~required ~~extend~~to orcontribute ~~otherwise~~amounts ~~satisfy~~to our ~~debt~~other asbenefit itplans ~~matures~~to ~~would~~meet ~~have~~local astatutory ~~material~~or ~~adverse~~such ~~effect~~plans' onfunding ~~our~~requirements. ~~business,~~The ~~contracts,~~amounts ~~financial~~we ~~condition,~~are ~~operating~~obligated ~~results,~~to ~~cash~~contribute ~~flow,~~may ~~liquidity~~increase ~~and~~due ~~prospects~~to legislative or other changes.

~~Our~~Changes ~~credit~~in ~~rating~~judgments, ~~may~~estimates beand ~~downgraded~~assumptions could have a material effect on our financial position and results of operations.

~~Our~~We ~~credit~~prepare ~~ratings~~our ~~impact~~consolidated ~~the~~financial ~~cost~~statements ~~and~~in ~~availability~~conformity ofwith ~~future~~generally ~~borrowings~~accepted ~~and,~~accounting ~~accordingly,~~principles ~~our~~in ~~cost of capital. Our ratings reflect~~ the ~~opinions~~United ofStates ~~the~~(GAAP). ~~ratings~~The ~~agencies~~preparation of our financial ~~strength,~~statements ~~operating~~in ~~performance~~accordance ~~and~~with ~~ability~~GAAP torequires ~~meet our debt obligations. There can be no assurance~~ that we ~~will~~make ~~achieve~~estimates aand ~~particular~~assumptions ~~rating~~that oraffect ~~maintain~~the arecorded ~~particular~~amounts ~~rating~~of ~~in the future~~assets, ~~which~~liabilities ~~could place us at a disadvantage compared to our competitors~~ and ~~prevent~~net usearnings ~~from~~during ~~taking actions that could benefit us in~~ the ~~long~~reporting ~~term~~period. ~~Any~~A ~~negative~~ change in ~~our~~the ~~credit~~facts ~~rating~~and orcircumstances ~~outlook~~surrounding ~~may~~those ~~make~~estimates itcould ~~more~~result ~~expensive for us to raise additional capital~~ in ~~the~~a ~~future~~material onchange ~~terms that are acceptable~~ to ~~us, if at all. We may not be able to obtain financing arrangements on acceptable terms or in amounts sufficient to meet~~ our ~~needs~~estimates inand ~~the future, which~~ could ~~harm~~impact our ~~ability~~future tooperating ~~grow our business, internally or through acquisitions~~results.

Legal/Regulatory Risks

We may not adequately protect our IP or the IP of others.

We believe that certain of our proprietary IP rights and information provide us with a competitive advantage. Accordingly, we take steps to protect this proprietary IP information, including obtaining patents to safeguard our ~~HPS~~ IP, entering into non-disclosure agreements with customers, suppliers, employees and other parties, and by implementing security measures. However, these measures may not be sufficient to prevent or detect the misappropriation or unauthorized use or disclosure of our IP or information. We also conduct business in some countries where the extent of effective legal protection for IP rights is uncertain. Even if we have IP rights, there is no guarantee that such rights will provide adequate protection of items we consider to be proprietary. We may also be required to compromise protections or yield rights to technology, data or IP in order to conduct business in or access markets in certain jurisdictions, either through formal written agreements or due to legal or administrative requirements in the host nation. If we are not able to protect our IP rights, our business, financial condition and results of operations may be adversely affected.

There is also a risk that claims of IP infringement could be brought against us, our customers and/or our suppliers. If such claims are successful, we may be required to spend significant time and financial resources to develop non-infringing processes, technology or information or to obtain appropriate licenses from the owner. We may not be successful in such development, or any such licenses may not be available on commercially acceptable terms, if at all. In addition, any litigation could be lengthy and costly and could adversely affect us even if we are successful. As we expand our service offerings, we may be less effective in anticipating or mitigating the IP risks related to new manufacturing, design and other services, which could be significant.

U.S. policies or legislation could have a material adverse effect on our business, results of operations and financial condition.

The ~~former~~policies ~~U.S.~~and ~~administrations~~legislation ~~previously~~of ~~created, and~~ the ~~current~~ U.S. administration ~~may~~have ~~create~~created, ~~uncertainty~~and ~~with~~may ~~respect~~continue to create, ~~among~~uncertainty ~~other~~regarding ~~things,~~ trade agreements and free trade generally, and have resulted in and may ~~impose~~result in further significant new increases onin country‑specific "reciprocal" tariffs on goods imported into the U.S. from specified countries, ~~(including~~certain ~~Canada,~~of ~~Mexico~~which ~~and~~have ~~China)~~imposed, ~~each~~and ofmay ~~which~~continue ~~may~~to impose, retaliatory tariffs and non‑tariff measures. These actions, and/or other governmental actions related to tariffs or international trade agreements, have in the past increased (and could further increase) the cost to our U.S. customers who use our non-U.S. manufacturing sites and components, and vice versa, which may materially and adversely impact demand for our services, our results of operations or our financial condition.

In addition, the U.S. government has imposed and may continue to impose additional export controls, including on certain advanced computing semiconductor chips, integrated circuits, semiconductor manufacturing items and related transactions. ~~These~~and ~~export~~ controls ~~are,~~on incross-border ~~part, intended to restrict China's and~~technology/ordata ~~other~~access ~~nations'~~with ~~ability~~respect to ~~obtain~~China ~~advanced computing chips, develop~~ and ~~maintain~~other ~~supercomputers, and manufacture advanced semiconductors~~countries. The implementation, interpretation, timing and impact on our business of these rules and other regulatory actions taken by the U.S. government is uncertain and evolving. These actions have adversely impacted and continue to adversely impact our Capital Equipment business and our CCS segment. The future adverse impact of these and/or other actions taken by the governments of either the U.S. or China, or both, or other governments (including in response to continuing tensions), could be material.

38Given the uncertainty regarding the scope and duration of these (or further) trade and export actions, whether trade tensions will escalate further, and whether our customers will continue to bear the cost of the tariffs and/or avoid such costs by insourcing or shifting business to other providers, their impact on the demand for our services, our operations and results for future periods cannot be currently quantified, but may be material.

~~impacted~~In ~~our~~addition, ~~Capital~~we ~~Equipment~~cannot ~~business~~predict ~~and~~whether ~~our~~new ~~CCS segment~~U.S. ~~The~~laws ~~future~~will ~~adverse~~be ~~impact~~passed ofor ~~these~~new ~~and/~~regulatory proposals will be adopted, if any (or ~~other~~whether ~~actions~~current ~~taken~~laws byor regulations will be rolled back), or the ~~governments~~effect ofthat ~~either~~such events may have on the economy and/or our business. However, changes in U.S. orsocial, ~~China~~political, regulatory and economic conditions or ~~both~~laws ~~(including~~and policies governing foreign trade and exports, taxes, manufacturing, clean energy, the healthcare industry, AI technologies, development and investment in ~~response~~the tojurisdictions ~~continuing~~in ~~tensions)~~which we and/or our customers or suppliers operate, could bematerially ~~material~~adversely affect our business, results of operations and financial condition. See "We are subject to the risk of increasing income and other taxes, tax audits, and the challenges of successfully defending our tax positions, and obtaining, renewing or meeting the conditions of tax incentives and credits, any of which may adversely affect our financial performance."

~~Given~~There ~~the~~may ~~uncertainty~~be ~~regarding~~issues ~~the~~with ~~scope and duration of these (or further) trade and export actions, whether trade tensions will escalate further, and whether our customers will continue to bear~~ the ~~cost~~products ofwe ~~the~~design ~~tariffs and/~~or ~~avoid~~manufacture ~~such~~that ~~costs~~could byresult in~~-sourcing~~ orliability/warranty ~~shifting~~claims ~~business~~against ~~to other providers~~us, ~~their~~which ~~impact~~may onreduce ~~the~~ demand for our services, damage our ~~operations~~reputation, and/or ~~results~~cause ~~for~~us ~~future~~to ~~periods~~incur ~~cannot~~significant ~~be currently quantified, but may be material~~costs. ~~See Item 7, MD&A — "External Factors that May Impact our Business" for further detail.~~

In ~~addition~~most of our sales contracts, we ~~cannot~~provide ~~predict~~warranties ~~whether~~against ~~new~~defects ~~U.S.~~or ~~laws~~deficiencies ~~will~~in beour ~~passed~~products, services, or ~~new~~designs. ~~regulatory~~We ~~proposals~~generally ~~will~~design beand ~~adopted~~manufacture products to our customers' specifications, ifmany ~~any~~of ~~(or~~which ~~whether~~are ~~current~~highly ~~laws~~complex, orand ~~regulations~~include ~~will~~products befor ~~rolled~~regulated ~~back)~~industries, orsuch ~~the~~as ~~effect~~HealthTech and A&D. The customized design solutions that ~~such~~form a ~~events~~part ~~may~~of ~~have~~our onHPS offering also subject us to the ~~economy~~risk ~~and/~~of liability claims if defects are discovered or alleged. Despite our ~~business.~~quality ~~However,~~control ~~changes~~and inassurance ~~U.S. social~~efforts, ~~political,~~problems ~~regulatory~~may ~~and~~occur ~~economic~~or ~~conditions~~be alleged, in or ~~laws~~resulting from the design and/or ~~policies~~manufacture ~~governing~~of ~~foreign~~these ~~trade~~products. ~~and~~Whether ~~exports,~~or ~~taxes,~~not ~~manufacturing,~~we ~~clean~~are ~~energy~~responsible, issues in the ~~healthcare~~products ~~industry,~~we ~~development~~design and/or ~~investment~~manufacture, or in ~~the~~products ~~jurisdictions~~which ininclude ~~which~~components we ~~and/or~~manufacture, ~~our~~whether ~~customers~~real or ~~suppliers operate~~alleged, ~~could~~whether ~~materially~~caused ~~adversely~~by ~~affect~~faulty ~~our~~customer ~~business~~specifications, ~~results~~the ofdesign ~~operations~~or ~~and~~manufacturing ~~financial~~processes ~~condition.~~or ~~See~~a ~~"We~~component ~~are~~defect, ~~subject~~may toresult ~~the~~in ~~risk~~increased ofcosts ~~increasing~~to ~~income~~us, ~~and~~as ~~other~~well ~~taxes,~~as ~~tax~~delayed ~~audits~~shipments to our customers, and/or ~~the~~reduced ~~challenges~~or ofcanceled ~~successfully~~customer ~~defending~~orders. ~~our~~These ~~tax~~potential ~~positions,~~claims ~~and~~may ~~obtaining,~~include ~~renewing~~damages orfor ~~meeting~~ the ~~conditions~~recall of ~~tax~~a ~~incentives~~product and/or ~~credits,~~injury ~~any~~to ofperson ~~which~~or ~~may~~property, ~~adversely~~including ~~affect~~consequential ~~our~~and/or ~~financial~~punitive ~~performance~~damages."

There may be problems with the products we design or manufacture that could result in liability/warranty claims against us, which may reduce demand for our services, damage our reputation, and/or cause us to incur significant costs. 37

In most of our sales contracts, we provide warranties against defects or deficiencies in our products, services, or designs. We generally design and manufacture products to our customers' specifications, many of which are highly complex, and include products for regulated industries, such as HealthTech and A&D. The customized design solutions that form a part of our HPS offering also subject us to the risk of liability claims if defects are discovered or alleged. Despite our quality control and assurance efforts, problems may occur or be alleged, in or resulting from the design and/or manufacture of these products. Whether or not we are responsible, problems in the products we design and/or manufacture, or in products which include components we manufacture, whether real or alleged, whether caused by faulty customer specifications, the design or manufacturing processes or a component defect, may result in increased costs to us, as well as delayed shipments to our customers, and/or reduced or canceled customer orders. These potential claims may include damages for the recall of a product and/or injury to person or property, including consequential and/or punitive damages.

Even if customers or third parties, such as component suppliers, are responsible for defects, they may not, or may not be able to, assume responsibility for any such costs or required payments to us. While we seek to insure against many of these risks, insurance coverage may be inadequate, not cost effective or unavailable, either in general or for particular types of products or issues.

As we expand our service offerings (including our HPS offerings) and pursue business in new end markets, our warranty obligations have increased and we may not be successful in pricing our products to appropriately cover our warranty costs. A successful claim for damages arising from defects or deficiencies for which we are not adequately insured, and for which indemnification from a third party is not timely (or otherwise) available, could have a material adverse effect on our reputation and/or our operating results and financial condition.

Any failure to comply with customer-driven policies and standards, and third party certification requirements could adversely affect our business and reputation.

In addition to government regulations and industry standards, our customers may require us to comply with their own policies and standards related to climate ~~change~~and weather-related risks, social responsibility, conflict minerals, quality or other business policies or standards, which may be more restrictive than current laws and regulations and our pre-existing policies. Such policies or standards may be customer-driven, established by the industries in which we operate, or imposed by third party organizations. For example, we are a member of the RBA. The RBA is a non-profit coalition of companies that, among other things, establishes standards for its members in responsible and ethical practices in the areas of labor, environmental compliance, employee health and safety, ethics and social responsibility. Our compliance with these policies, standards and third-party certification requirements could be costly, and our failure to comply could adversely affect our operations, customer relationships, reputation and profitability.

39Compliance or the failure to comply with governmental laws, regulations, and obligations could be costly and may negatively impact our financial performance.

Compliance with governmental laws, regulations, and obligations could be costly and may negatively impact our financial performance; any failure to comply may negatively impact our financial performance.

We are subject to various federal/national, state/provincial, local, foreign and supra-national environmental laws and regulations. Maintaining compliance with and responding to increasingly stringent environmental regulations requires a significant investment of time and resources and may restrict our ability to modify or expand our manufacturing sites or to continue production. Although our environmental management systems and practices have been designed to provide for compliance with these laws and regulations, such compliance cannot be assured, and any failure to comply with these laws and regulations may result in significant fines and penalties, our operations may be suspended or subjected to increased oversight, and our cost of related investigations could be material in any period.

More complex and stringent environmental legislation continues to be imposed globally, including laws that place increased responsibility and requirements on the "producers" of electronic equipment and, in turn, their providers and suppliers. Such laws may relate to product inputs (such as hazardous substances and energy consumption), product use (such as energy efficiency and waste management/recycling), and/or operational outputs/by-products from our manufacturing processes that can result in environmental contamination (such as waste water, air emissions and hazardous waste). Non-compliance with these requirements could result in substantial costs, including fines and penalties, and we may incur liability to our customers and consumers.

Even where compliance responsibility rests primarily with our customers, they may request our assistance in meeting their obligations. Our customers remain focused on issues such as waste management (including recycling), climate ~~change~~and weather-related risks (including the reduction of carbon emissions) and product stewardship, and expect their EMS providers to be environmental leaders. We strive to meet such customer expectations, although these demands may extend beyond our regulatory obligations and require significant investments of time and resources to attract and retain customers.

We generally conduct environmental assessments, or review assessment reports undertaken by others, for our manufacturing sites at the time of acquisition or leasing. However, such assessments may not reveal all environmental liabilities, and assessments have not been obtained for all sites. In addition, some of our operations involve the use of hazardous substances that could cause environmental impacts. While we have operational systems to provide environmental management, we cannot rule out all risk of non-compliance and could incur substantial costs to comply. Although if deemed necessary, we may investigate, remediate or monitor emissions and site conditions at some of our owned or leased sites (such as air, soil and/or groundwater conditions), we may not be aware of, or adequately address, all such emissions and conditions, and we may incur significant costs should such work be required. In many jurisdictions in which we operate, environmental laws impose liability for the costs of removal, remediation or risk assessment of hazardous or toxic substances on an owner, occupier or operator of real estate, even if such person or company was unaware of or not responsible for the discharge or migration of such substances. In some instances, where soil or groundwater contamination existed prior to our ownership or occupation, landlords or former owners may have retained some contractual responsibility or regulatory liability, but this may not provide sufficient protection to reduce or eliminate our liability. Third-party claims for damages or personal injury are also possible and could result in significant costs to us. If more stringent compliance or cleanup standards under environmental laws or regulations are imposed, or the results of future testing and analyses at our current or former operating sites indicate that we are responsible for the release of hazardous substances into the air, ground and/or water, we may be subject to additional liability. Additional environmental matters may arise in the future at sites where no problem is currently known or at sites that we may acquire in the future.

or former owners may have retained some contractual responsibility or regulatory liability, but this may not provide sufficient protection to reduce or eliminate our liability. Third-party claims for damages or personal injury are also possible and could result in significant costs to us. If more stringent compliance or cleanup standards under environmental laws or regulations are imposed, or the results of future testing and analyses at our current or former operating sites indicate that we are responsible for the release of hazardous substances into the air, ground and/or water, we may be subject to additional liability. Additional environmental matters may arise in the future at sites where no problem is currently known or at sites that we may acquire in the future.

Our HealthTech business is subject to regulation by the U.S. Food and Drug Administration, Health Canada, the European Medicines Agency, and similar regulatory bodies in other jurisdictions, relating to the medical devices and hardware we manufacture for our customers. Our sites that deliver products to the healthcare industry are certified or registered in applicable quality management standards. We are required to comply with various statutes and regulations related to the design, development, testing, manufacturing and labeling of our medical devices. Any failure to comply with these regulations could result in fines, injunctions, product recalls, import detentions, additional regulatory controls, suspension of production, and/or the shutting down of one or more of our sites, among other adverse outcomes. Failure to comply with these regulations may also materially affect our reputation and/or relationships with customers and regulators.

We provide ~~design,~~ engineering and manufacturing related services to our customers in the A&D business. As part of these services, we are subject to substantial regulation from government agencies including the U.S. Department of Defense (DOD) and the U.S. Federal Aviation Administration. Our A&D sites are certified in quality management standards applicable to the A&D industry. Failure to comply with these regulations or the loss of any of our quality management certifications may result in fines, penalties and injunctions, and could prevent us from executing on current or winning future contracts, any of which may materially adversely affect our financial condition and operating results. In addition to quality management standards, there are several other U.S. regulations with which we are required to comply, including the Federal Acquisition Regulations, which provides uniform policies and procedures for acquisition; the Defense Federal Acquisition Regulation Supplement, a DOD agency supplement to the FAR that provides DOD-specific acquisition regulations that DOD government acquisition officials, and those contractors doing business with DOD, must comply with in the procurement process for goods and services; and the Truth in Negotiations Act, which requires full and fair disclosure by contractors in the conduct of negotiations with the government and its prime contractors. These rules are complex, our performance under them is subject to audit by the U.S. Defense Contract Audit Agency, the U.S. Office of Federal Contract Compliance Programs and other government regulators, and in most cases must be complied with by our suppliers. If an audit or investigation reveals a failure to comply with regulations, we could become subject to civil or criminal penalties and administrative sanctions by either the government or the prime customer, including government pre-approval of our government contracting activities, termination of the contract, payment of fines and suspension or debarment from doing further business with the U.S. government. Any of these actions could increase our expenses, reduce our revenue and damage our reputation as a reliable U.S. government supplier. We are also subject to the export control laws and regulations of the countries in which we operate, including, but not limited to, the U.S. International Traffic in Arms Regulations and the Export Administration Regulations.

to the A&D industry. Failure to comply with these regulations or the loss of any of our quality management certifications may result in fines, penalties and injunctions, and could prevent us from executing on current or winning future contracts, any of which may materially adversely affect our financial condition and operating results. In addition to quality management standards, there are several other U.S. regulations with which we are required to comply, including the Federal Acquisition Regulations, which provides uniform policies and procedures for acquisition; the Defense Federal Acquisition Regulation Supplement, a DOD agency supplement to the FAR that provides DOD-specific acquisition regulations that DOD government acquisition officials, and those contractors doing business with DOD, must comply with in the procurement process for goods and services; and the Truth in Negotiations Act, which requires full and fair disclosure by contractors in the conduct of negotiations with the government and its prime contractors. These rules are complex, our performance under them is subject to audit by the U.S. Defense Contract Audit Agency, the U.S. Office of Federal Contract Compliance Programs and other government regulators, and in most cases must be complied with by our suppliers. If an audit or investigation reveals a failure to comply with regulations, we could become subject to civil or criminal penalties and administrative sanctions by either the government or the prime customer, including government pre-approval of our government contracting activities, termination of the contract, payment of fines and suspension or debarment from doing further business with the U.S. government. Any of these actions could increase our expenses, reduce our revenue and damage our reputation as a reliable U.S. government supplier. We are also subject to the export control laws and regulations of the countries in which we operate, including, but not limited to, the U.S. International Traffic in Arms Regulations and the Export Administration Regulations.

Our international operations require us to comply with various anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the Corruption of Foreign Public Officials Act (Canada) (CFPOA). In some countries in which we operate, it may be customary for businesses to engage in business practices that are prohibited by the FCPA, CFPOA or other laws and regulations. Although we have implemented policies and procedures designed to ensure compliance with the FCPA, CFPOA and similar laws in other jurisdictions, there can be no assurance that all of our employees and agents, as well as those companies to which we outsource certain business operations, will not be in violation of these laws and our policies or procedures. In addition to the difficulty of monitoring compliance, any suspected or alleged activity would require a costly investigation by us and may result in the diversion of management's time, resources and attention. Failure to comply with these laws may subject us to, among other things, adverse publicity, penalties and legal expenses that may harm our reputation and have a material adverse effect on our business, financial condition and operating results.

As a public company, we are subject to stringent laws, regulations and other requirements, including the U.S. Sarbanes-Oxley Act and the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), affecting, among other areas, our accounting, internal controls, corporate governance practices, securities disclosures and reporting. For example, due to our complex supply chain, compliance with Dodd-Frank diligence, disclosure and reporting requirements with respect to defined "conflict minerals" is time-consuming and costly. If we are unable to ascertain the origins of all such minerals used in the manufacturing of our products through the due diligence procedures we implement, we may be unable to satisfy our customers' certification requirements. This may harm our reputation, damage our customer relationships and result in a loss of revenue. If the SEC rules or other new social or environmental standards limit our pool of suppliers in order to produce "conflict free" or "socially responsible" products, or otherwise adversely affect the sourcing, supply and pricing of materials used in our products, we could also experience cost increases and a material adverse impact on our operating results.

revenue. If the SEC rules or other new social or environmental standards limit our pool of suppliers in order to produce "conflict free" or "socially responsible" products, or otherwise adversely affect the sourcing, supply and pricing of materials used in our products, we could also experience cost increases and a material adverse impact on our operating results.

In addition, whenever we pursue business in new end markets, or our customers pursue new technologies or businesses, we are required to navigate the potentially heavy regulatory and legislative burdens of such end markets or technologies, as well as applicable quality standards with respect thereto.

The regulatory climate can itself affect the demand for our services. For example, government reimbursement rates and other regulations, as well as the financial health of healthcare providers, changes in how healthcare in the U.S. is structured, and how medical devices are taxed, could affect the willingness and ability of end customers to purchase the products of our customers in this market as well as impact our margins.

Our customers and channel partners are also required to comply with various government regulations, legal requirements and industry standards, including many of the industry-specific regulations discussed above. ~~Our~~Their ~~customers'~~ failure to comply could affect their businesses, which in turn would affect our sales to them. In addition, if our customers and channel partners are required by regulation or other requirements to make changes in their product lines, these changes could significantly disrupt particular programs for ~~these~~them ~~customers~~ and create inefficiencies in our business.

In addition, a failure by a supplier or manufacturer to comply with applicable laws, regulations or customer requirements could negatively impact our business, and for governmental customers, could result in fines, penalties, suspension or even debarment being imposed on us, which could have a material adverse impact on our business, financial condition and results of operations.

Compliance or the failure to comply with employment laws and regulations may negatively impact our financial performance.

We are subject to a variety of domestic and foreign employment laws, including those related to: workplace safety, discrimination, harassment, whistle-blowing, wages and overtime, personal taxation, classification of employees, work authorizations and severance. Compliance with such laws may increase our costs. In addition, such laws are subject to change, and enforcement activity relating to these laws, particularly outside of the U.S., may increase as a result of greater media attention due to alleged violations by other companies, changes in law, political and other factors. There can be no assurance that, in the future, we will not be found to have violated elements of such laws. Any such violations could lead to the assessment of fines or damages against us by regulatory authorities or claims by employees, any of which could adversely affect our operating results and/or our reputation.

We are subject to litigation and proceedings, which may result in substantial expenses, settlement costs or judgments, require the time and attention of key management resources, and result in adverse publicity, any of which may negatively impact our financial performance.

We are from time to time party to various copyright, patent and trademark infringement, unfair competition, breach of contract, customs, employment and other legal actions incidental to our business, as plaintiff or defendant, as well as various other claims, suits, investigations and legal or governmental proceedings (including securities class action and shareholder derivative lawsuits which have been settled or dismissed). Additional legal claims or regulatory matters may arise in the future and could involve matters relating to commercial disputes, government regulation and compliance, IP, antitrust, tax, employment or shareholder issues, product liability claims and other issues on a global basis. Regardless of the merits of the claims, litigation or governmental proceedings may be both time-consuming and disruptive to our business. The defense and ultimate outcome of any lawsuits or other legal proceedings may result in higher expenses, which could have a material adverse effect on our business, financial condition, or results of operations. We cannot predict the final outcome of such lawsuits or proceedings or the likelihood that other proceedings will be initiated against us. Accordingly, the cost of defending against such lawsuits or proceedings, or any future lawsuits or proceedings may be high and, in any event, these legal proceedings may result in the diversion of our management's time and attention away from our business. In the event that there is an adverse ruling in any legal proceeding, we may be required to make payments to third parties that could be in excess of any amounts accrued, and could have a material adverse effect on our reputation, financial condition and/or results of operations.

Compliance or the failure to comply with employment laws and regulations may negatively impact our financial performance.

Changes in accounting standards enacted by the relevant standard-setting bodies may adversely affect our reported operating results, profitability and financial performance.

We prepare our financial statements in conformity with GAAP. These principles are subject to interpretation by the Financial Accounting Standards Board (FASB), the American Institute of Certified Public Accountants, the SEC, and various bodies formed to interpret and create appropriate accounting policies. While periodic accounting changes do not typically affect the economics of our business, a change in these policies can have a significant effect on our reported results and may affect our reporting of transactions that are completed before a change is announced. Changes to those rules or questions as to how we interpret or implement them may have a material adverse effect on our reported financial results or on the way we conduct business.

Potential unenforceability of judgments.

We are incorporated under the laws of the Province of Ontario, Canada. One of our directors and three of our executive officers are residents of Canada. Also, a substantial portion of our assets and the assets of these persons are located outside of the U.S. As a result, it may be difficult to effect service of process within the U.S. upon those directors or officers who are not residents of the U.S., or to enforce judgments in the U.S. obtained in courts of the U.S. It may also be difficult for shareholders to enforce a U.S. judgment in Canada predicated upon the civil liability provisions of U.S. federal or state securities laws or to succeed in a lawsuit in Canada based only on U.S. federal or state securities laws.

42Our business and operations could be adversely impacted by sustainability initiatives.

~~Our~~There ~~business~~is an increased focus by foreign, federal, state, provincial and ~~operations~~local ~~could~~regulatory and legislative bodies, investors and other stakeholders regarding environmental and corporate responsibility policies relating to climate and weather-related risks, regulating GHG emissions, carbon taxes, emissions trading schemes, sustainability, human rights and inclusion matters, and disclosure regarding the foregoing, many of which may be ~~adversely~~ambiguous, ~~impacted~~inconsistent, bydynamic ~~ESG~~or ~~initiatives~~conflicting. We expect to experience or be subject to increased restrictions, compliance and assurance costs, recurring investments in data gathering and reporting systems, and legal expenses related to such new or changing legal or regulatory requirements, which could increase our operating costs. In addition, we may still be subject to penalties or potential litigation if such laws and regulations are interpreted or applied in a manner inconsistent with our practices.

~~There~~Proposed ~~is an increased focus by foreign, federal, state, provincial~~ and ~~local~~existing ~~regulatory~~efforts ~~and~~to ~~legislative~~address ~~bodies~~climate ~~investors~~ and ~~other~~weather-related ~~stakeholders~~risks ~~regarding~~by ~~environmental~~reducing ~~and~~GHG ~~corporate~~emissions ~~responsibility~~could ~~policies~~directly ~~relating~~or toindirectly ~~climate~~affect ~~change,~~our ~~regulating~~costs ~~GHG~~of ~~emissions~~energy, ~~carbon taxes~~materials, ~~emissions trading schemes~~manufacturing, ~~sustainability~~distribution, ~~human~~packaging ~~rights~~ and ~~inclusion~~other ~~matters,~~operating ~~and disclosure regarding the foregoing~~costs, ~~many of~~ which ~~may~~could beadversely ~~ambiguous,~~impact ~~inconsistent,~~our ~~dynamic~~business orand ~~conflicting~~financial results. WeIn ~~expect~~addition, togovernmental ~~experience~~bodies orare beincreasingly ~~subject~~adopting ~~to increased restrictions, compliance~~ and ~~assurance~~proposing ~~costs,~~additional ~~recurring~~mandatory ~~investments~~climate-related ~~in data gathering and~~ reporting ~~systems,~~obligations. ~~and~~Complying ~~legal~~with ~~expenses~~any ~~related to such~~ new orapplicable ~~changing~~reporting ~~legal or regulatory~~ requirements, ~~which~~will ~~could~~require ~~increase~~increased ~~our~~corporate, ~~operating~~operational, ~~costs.~~and Inadministrative ~~addition~~efforts, ~~we may still be subject to penalties or potential litigation if such laws~~ and ~~regulations~~result ~~are interpreted or applied~~ in aincreased ~~manner~~costs ~~inconsistent~~and ~~with our practices~~expenses.

Further, ~~Proposed~~certain investors are placing a greater emphasis on non-financial factors, including sustainability factors, when evaluating investment opportunities. Although we actively manage a broad range of sustainability matters, including the potential impact of our business on the environment, society and ~~existing~~matters ~~efforts~~relating to ~~address~~an ~~climate~~inclusive ~~change~~workplace, bythere ~~reducing~~can ~~GHG~~be ~~emissions~~no ~~could~~certainty ~~directly~~that we will manage such issues effectively, or ~~indirectly~~that ~~affect~~we ~~our~~will ~~costs~~successfully meet society's expectations in this regard. The perception of ~~energy~~our operations held by our shareholders, ~~materials~~potential investors, ~~manufacturing~~suppliers, ~~distribution~~customers, ~~packaging~~other ~~and~~stakeholders, ~~other~~or ~~operating~~the ~~costs,~~communities in which ~~could~~we ~~adversely~~do ~~impact~~business ~~our~~may ~~business~~depend, in part, on the sustainability standards we have chosen to aspire to meet, whether or not we meet these standards on a timely basis or at all, and ~~financial~~whether ~~results~~or not we meet external sustainability factors they deem relevant. In addition, ~~governmental~~notwithstanding ~~bodies~~our ~~are~~achievements ~~increasingly~~in ~~adopting~~these regards, the subjective nature and ~~proposing~~wide ~~additional~~variety ~~mandatory~~of ~~climate-related~~methods ~~reporting~~and ~~obligations.~~processes ~~Complying~~used by various stakeholders, including investors, to assess a company with ~~any~~respect ~~new~~to ~~applicable~~sustainability ~~reporting~~criteria ~~requirements~~can ~~will~~result ~~require~~in ~~increased~~the ~~corporate,~~perception ~~operational,~~of negative sustainability factors or a misrepresentation of our sustainability policies and ~~administrative~~practices. ~~efforts~~In addition, by electing to set and publicly share our sustainability standards, our business may face increased scrutiny related to sustainability activities. As a result, our reputation could be harmed if we fail to act effectively in ~~increased~~the ~~costs~~areas ~~and~~in ~~expenses~~which we report. In addition, our failure to achieve progress on our sustainability policies and practices on a timely basis, or at all, or to meet sustainability criteria set by third parties, could adversely affect our Common Shares price, business, financial performance, or growth.

Further, certain investors are placing a greater emphasis on non-financial factors, including ESG factors, when evaluating investment opportunities. Although we actively manage a broad range of ESG matters, including the potential impact of our business on society and the environment, and matters relating to an inclusive workplace, there can be no certainty that we will manage such issues effectively, or that we will successfully meet society's expectations in this regard. The perception of our operations held by our shareholders, potential investors, suppliers, customers, other stakeholders, or the communities in which we do business may depend, in part, on the ESG standards we have chosen to aspire to meet, whether or not we meet these standards on a timely basis or at all, and whether or not we meet external ESG factors they deem relevant. In addition, notwithstanding our achievements in these regards, the subjective nature and wide variety of methods and processes used by various stakeholders, including investors, to assess a company with respect to ESG criteria can result in the perception of negative ESG factors or a misrepresentation of our ESG policies and practices. In addition, by electing to set and publicly share our ESG standards, our business may face increased scrutiny related to ESG activities. As a result, our reputation could be harmed if we fail to act effectively in the areas in which we report. In addition, our failure to achieve progress on our ESG policies and practices on a timely basis, or at all, or to meet ESG criteria set by third parties, could adversely affect our Common Shares price, business, financial performance, or growth. 41

Because we have ceased to be a foreign private issuer, we are required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we have incurred and may continue to incur additional legal, accounting, and other expenses that we would not incur as a foreign private issuer.

In July 2024, we announced that, in accordance with the definition of a “foreign private issuer” in Rule 405 under the U.S. Securities Act, and Rule 3b-4 under the Exchange Act, which require a foreign company to determine its status as a foreign private issuer on an annual basis, we determined that we no longer met such definition at the end of the second quarter of 2024. Accordingly, as of January 1, 2025, we do not use the forms and rules designated for foreign private issuers and are subject to the same reporting and disclosure requirements applicable to U.S. domestic issuers. We are now required to file periodic reports and financial statements prepared in accordance with GAAP with the SEC on Form 10-K and Form 10-Q, as applicable, as well as current reports on Form 8-K, which are more detailed and extensive than the forms available to a foreign private issuer. We must also comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders have become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we have lost our ability to rely upon exemptions from certain NYSE corporate governance requirements. As a U.S.-listed public company, we are subject to the same reporting and disclosure requirements applicable to U.S. domestic issuers, and we have incurred and may continue to incur significant additional legal, accounting and other expenses that we did not incur as a foreign private issuer, and may incur accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange.

Risks Related to our Common Shares

The market price of our Common Shares has been volatile.

Volatility in our business can result in significant Common Share price and volume fluctuations. Factors such as changes in our financial estimates or operating results, buy/sell recommendations by securities analysts, the timing of announcements by us, or our competitors, customers or vendors concerning significant product developments, acquisitions or financial performance, other events affecting companies in the ~~electronics~~contract manufacturing and design industry (including EMS and ODM companies), or the markets in which we operate, currency fluctuations, general market fluctuations, macro-economic conditions, general stock market conditions, substantial sales of our Common Shares and/or other external factors may cause the market price of our Common Shares to decline. In addition, if our operating results do not meet the expectations of securities analysts or investors, the price of our Common Shares could decline. Furthermore, the existence of our NCIB may cause our Common Share price to be higher than it would be in the absence of such a program, and repurchases under the NCIB expose us to risks resulting from a reduction in the size of our "public float," which may reduce our trading volume as well as our Common Share price.

There can be no assurance that we will continue to repurchase Common Shares for cancellation.

Although we currently have an NCIB in effect, whether we repurchase Common Shares under such NCIB for cancellation, and the amount and timing of any such repurchases, is subject to the restrictions under our credit facility, capital availability and periodic determinations by our Board that Common Share repurchases are in the best interest of our shareholders and are in compliance with all applicable laws and agreements, among other factors. Any future permitted Common Share repurchases, including their timing and amount, may be affected by, among other factors: our consolidated leverage ratio (as defined in our credit facility); our views on potential future capital requirements for strategic transactions or investments in our operations, including acquisitions; debt service requirements; our credit ~~rating~~ratings; changes to our business model; and/or changes to applicable tax laws or corporate laws (including equity buyback taxes enacted in Canada and the U.S.). In addition, the amount we spend and the number of Common Shares we are able to repurchase for cancellation under any NCIB or substantial issuer bid may further be affected by a number of other factors, including the Common Shares we arrange to be purchased by non-independent brokers to satisfy stock-based compensation awards, the price of our Common Shares, ~~and~~ blackout periods in which we are restricted from repurchasing Common Shares, and our available liquidity. Our Common Share repurchases may change from time to time, and even if permitted under our credit facility, we cannot provide assurance that we will continue to repurchase Common Shares for cancellation in any particular amounts, or at all. A reduction in or elimination of our Common Share repurchases could have a negative effect on our stock price.

WePotential ~~are~~dilution nofrom ~~longer~~equity acompensation ~~controlled company,~~ and ~~may~~other ~~therefore~~share ~~become more vulnerable to take-over or tender offer~~issuances.

~~Following~~We ~~the~~have ~~completion~~granted ofand anwill ~~underwritten~~continue ~~secondary~~to ~~public~~grant ~~offering~~additional inshare‑based ~~August~~awards, ~~2023~~including stock options, ~~Onex~~restricted isshare nounits, ~~longer~~performance ~~our~~share ~~controlling~~units, ~~shareholder.~~director Asshare aunits ~~result~~and deferred share units, ~~the~~as ~~Company~~compensation ~~has~~to ~~lost~~attract, ~~the~~retain ~~benefit~~and ofincentivize directors and certain employees. Under the ~~stability~~terms ~~afforded~~of tothese itawards byand ~~having~~our aequity ~~committed~~incentive plans, ~~long-term~~we ~~controlling~~may ~~shareholder.~~settle Incertain ~~addition,~~vested ~~voting~~awards ~~power~~in iscash ~~spread~~or ~~out~~in ~~among~~shares. aIf ~~wide~~share-based ~~shareholder~~awards ~~base~~are ~~and~~settled ~~the~~with ~~inherent~~shares ~~protection~~issued from antreasury ~~unsolicited~~and ~~take-over~~we ~~bid~~do ~~afforded~~not byoffset athe ~~dual~~dilution ~~class~~from these share ~~structure~~settlements nowith ~~longer~~share ~~exists~~repurchases, the number of outstanding Common Shares will increase, which will dilute our shareholders’ percentage ownership. ~~Accordingly~~Furthermore, we may ~~become~~in ~~more~~the ~~vulnerable~~future issue equity or convertible securities for purposes other than compensating our employees and directors, including in connection with financings, strategic transactions or acquisitions. Any such future issuances could result in additional dilution to aour ~~take~~shareholders. Anti-~~over~~dilution ~~bid~~or adjustment features in outstanding instruments may further increase the number of shares issuable upon conversion or aexercise ~~tender~~following ~~offer~~any such issuances. Any or all of the foregoing could adversely affect the market price of our Common Shares. See also Item 7, MD&A — "Outstanding Share Data", and notes 2(l) and 12 to the 2025 AFS included herein.

General Risk Factors

Negative publicity could adversely affect our reputation as well as our business, financial results and ~~share~~ the price of our Common Shares.

Unfavorable media related to our industry, company, brand, marketing, personnel, operations, business performance, or prospects, actions from securities regulators and law enforcement agencies or law suits from aggrieved parties may affect our share price and the performance of our business, regardless of its accuracy or inaccuracy. The speed at which negative publicity can be disseminated has increased dramatically with the capabilities of electronic communication, including social media outlets, websites, blogs, and newsletters. Our success in maintaining, extending, and expanding our brand image depends on our ability to adapt to this rapidly changing media environment. Adverse publicity or negative commentary from any media outlet could damage our reputation and reduce the demand for our products, which would adversely affect our business.

can be disseminated has increased dramatically with the capabilities of electronic communication, including social media outlets, websites, blogs, and newsletters. Our success in maintaining, extending, and expanding our brand image depends on our ability to adapt to this rapidly changing media environment. Adverse publicity or negative commentary from any media outlet could damage our reputation and reduce the demand for our products, which would adversely affect our business.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

We prioritize the effective management of cybersecurity risks through a strategy focused on identifying, assessing, and responding to cybersecurity vulnerabilities, threats and incidents. Our primary objectives are to safeguard information assets (both data and systems), prevent their misuse or loss, and minimize business disruptions, through a comprehensive cybersecurity program intended to detect, analyze, contain and address cybersecurity risk exposures, threats and incidents.

Our Board has oversight of our strategic and business risk management, including cybersecurity risk management, with support from our Audit Committee (described under “Governance” below). The Audit Committee is responsible for ~~ensuring~~overseeing ~~that~~ management's ~~has~~ processes ~~in place~~ designed to identify and evaluate cybersecurity risks to which we are exposed and to implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents.

We use various processes to inform our assessment, identification and management of risk from cybersecurity threats, including technical security controls, policy enforcement mechanisms, monitoring systems, employee training, contractual arrangements, tools and related services from third-party providers, and management oversight to assess, identify and manage material risks from cybersecurity threats. Key areas of our cybersecurity risk management processes and strategy include the following:

Multidisciplinary Coordination: Our IT Security Team, which includes IT Site Managers, an IT Risk & Compliance Team, a Global Information Security Team and Cybersecurity Incident Managers, has first-line responsibility for our cybersecurity risk management processes, and is responsible for implementing cybersecurity policies, procedures and strategies. This team is led by our Vice President, Security, Infrastructure & Site IT (VP Information Security), who reports to our Chief Information Officer (CIO), who in turn reports to our Chief Operations Officer (COO). The IT Security Team is subject to oversight from several cross-functional teams, including our Executive Leadership Team, our IT Security Council and our Compliance Council. Our IT Security Council, a global IT security strategy team, meets monthly to discuss IT security roadmaps and strategies, control enhancements, compliance matters and customer requirements. Our Compliance Council includes representatives from, among others, our legal, compliance, ethics, internal audit, operations, security, and supply chain teams to assess the Company’s risk exposures, and mitigation strategies and policies, and meets quarterly to discuss risks, policies and compliance issues, including with respect to cybersecurity.

Internal Audit: Our Internal Audit department performs audits, and our IT Risk and Compliance Team, which reports to the VP Information Security, monitors certain IT systems controls that are integrated into our larger internal control environment.

Cyber Incident Response: We maintain a cross-functional cyber incident response plan with defined roles, responsibilities and reporting protocols, which is evaluated and tested on a regular basis. The Company has a process for employees to report suspected or confirmed cybersecurity threats or incidents. Generally, if a suspected or confirmed breach is identified, a Cybersecurity Incident Manager from the Global Information Security Team is assigned to evaluate and escalate the issue as needed to the VP Information Security. The Company’s response to cybersecurity incidents (which includes prompt steps to protect our systems and information by containing and mitigating the impact of any incident) is managed by the VP Information Security, in consultation with the CIO, and when appropriate, with the CFO, COO, CEO and our Chief Legal Officer. These leaders will assess the materiality of a particular incident (alone or in combination with other factors), and the Chief Legal Officer will determine whether any reporting or notification responsibilities have been triggered. The CEO is responsible for informing our Board and the Audit Committee regarding any significant incidents, and coordinates management’s recommendations concerning materiality.

Continuous Evaluation: We update our information security management system periodically and employ standards and frameworks as we deem necessary to assist us in monitoring compliance with regulatory, industry and evolving data privacy requirements. In addition, we monitor our IT systems and processes on an ongoing basis with the goal of identifying and remediating real and potential threats as they arise. We adjust our systems, procedures and policies regularly as we deem necessary in response to identified threats and risks. 43

~~Training~~Continuous Evaluation: We ~~provide~~update ~~cybersecurity~~our ~~and~~ information security ~~compliance~~management ~~training~~system ~~for~~periodically ~~our~~and ~~employees~~employ ~~once~~standards ~~per~~and ~~year,~~frameworks ~~track~~as ~~completion,~~we ~~and~~deem ~~require~~necessary ~~attestations.~~to Weassist ~~conduct~~us ~~monthly~~in ~~mock~~monitoring ~~phishing~~compliance ~~attacks~~with ~~to all employees~~regulatory, industry and ~~cater~~evolving ~~training~~data ~~specifically~~privacy toand ~~our~~security ~~needs~~requirements. In addition, ~~based~~we onmonitor ~~industry~~our ~~trends~~IT systems and ~~potential~~processes ~~threats.~~on ~~Select~~an ~~members~~ongoing basis with the goal of ~~our~~identifying ITand ~~Security~~remediating ~~Team~~real ~~participate~~and inpotential ~~security~~threats ~~training~~as ~~focusing~~they onarise. ~~emergency~~We ~~preparedness~~adjust ~~and~~our ~~remediation~~systems, ~~including~~procedures ~~annual~~and ~~table~~policies ~~top~~regularly ~~exercises~~as towe ~~test~~deem ~~our~~necessary ~~security~~in ~~protocols~~response ~~and~~to ~~response~~identified ~~times~~threats and risks.

45Training: Our cybersecurity program includes mandatory awareness training for all employees and contractors upon hire and annually thereafter. These efforts are supplemented by monthly phishing simulations and specialized role-based training tailored to the specific risk profiles of our technical and administrative personnel. Select members of our IT Security Team participate in security training focusing on emergency preparedness and remediation, including annual table top exercises to test our security protocols and response times.

Outside Consultants: Third party experts are engaged to conduct National Institute of Standards and Technology (NIST) CSF (Cyber Security Framework) ~~Audits~~Assessments to measure the Company’s cybersecurity maturity level, in addition to providing assistance with our cybersecurity risk management and strategy. Other third-party providers provide us with ongoing assistance including threat monitoring, mitigation strategies, and updates on emerging security trends and developments while we have others engaged on retainer to provide targeted assistance forensic expertise as needed.

Monitoring of Third Parties: InOur ~~2023,~~third-party werisk ~~implemented~~management process includes a Third-Party Risk Management Program to perform IT security controls assessments for our third-party suppliers and vendors and measure the IT security rating of Celestica and these entities through an external security rating solution platform. Through this program, our IT Risk and Compliance team assesses, monitors, and mitigates potential cybersecurity risks from our third-party suppliers and vendors. In addition, an external service is used to assess the cybersecurity risk rating of third -party suppliers and vendors.

Certifications: Certain of our manufacturing sites are certified to ISO27001 (an international standard focused on information security), and we continue to perform assessments of our A&D sites and systems that support A&D data under U.S. NIST 800-171 Enhanced Cybersecurity Measures for Government Contractors.

While we have invested, and continue to invest, in the protection of our data and IT infrastructure, we regularly face attempts by others to access our information systems in an unauthorized manner, to introduce malicious software to such systems or both, and while we have not been materially impacted by computer viruses, malware, ransomware, hacking incidents, outages, or unauthorized access to data, we have been (and may in the future be) the target of such events. However, to date, we have not identified any risks from cybersecurity threats (including any previous cybersecurity incidents) that have materially affected the Company, our business strategy, our results of operations or our financial condition. For a discussion of risks from cybersecurity threats that could be ~~reasonably~~ likely to materially affect us, please see Item 1A, Risk Factors — “Our operations and our customer relationships may be adversely and materially affected by disruptions to our IT systems, including disruptions from cybersecurity breaches of our IT infrastructure" in this Annual Report.

Governance

As part of its oversight responsibilities, which include the identification of the principal risks of the business and ~~ensuring the~~ implementation of appropriate systems to manage such risks, the Board devotes significant time and attention to information security and risk management, including cybersecurity, and regulatory compliance, supported by the Audit Committee.

The Audit Committee is responsible for evaluating Celestica’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee’s Mandate also requires it to discuss guidelines, policies and steps to govern the process by which risk assessment and management is undertaken (including risks related to AI, information security, cybersecurity and data protection) and the establishment and management of appropriate systems to manage such risks as they relate to financial reporting integrity and disclosure controls. The Audit Committee reviews cybersecurity risks through quarterly reports from management, and monitors the status of existing information security controls and practices to mitigate the potential risk from evolving cybersecurity threats.

In addition, in accordance with its Mandate, the Board receives a quarterly report from management regarding the principal cyber security risks inherent in the business ~~of the Corporation, including appropriate crisis preparedness, business continuity, information system controls, cybersecurity and information security, and disaster recovery plans~~. These reports address a range of topics, including industry trends, benchmark and assessment reports, information security projects and updates on cyber related metrics, technology ~~modernization, policies and practices, and specific and ongoing efforts to prevent, detect, and respond to internal and external critical threats.~~

4644

modernization, policies and practices, and specific and ongoing efforts to prevent, detect, and respond to internal and external critical threats.

Management’s role:

Our IT Security Team is composed of several support teams (including our IT Site Managers, our Cybersecurity Incident Managers, our Global Information Security Team, and our IT Risk and Compliance Team) that address and respond to cybersecurity risks and incidents, including risks related to security architecture and engineering, identity and access management and security operations. As noted above, our IT Security Team is led by our VP Information Security, who has 1516 years of experience in leading global security and compliance functions and strategies and holds several certifications including Certified Information Systems Security Professional (CISSP), Information Systems Security Management Professional (ISSMP), Certified Information Systems Auditor (CISA), Certified in Risk and Information Systems Control (CRISC), and Certified Information Security Manager (CISM). Our CIO has over 20 years of experience in leading security, compliance and digital forensics functions. Collectively, the other members of our IT Security Team have decades of relevant education and experience and maintain a wide range of industry certifications. In addition, we invest in regular, ongoing cybersecurity training for our IT Security Team. Risks are updated by management each quarter, based on findings from external assessments and internal cybersecurity metrics.

Management (including our VP of Internal Audit) reports quarterly to the Audit Committee on information security. These presentations address a wide range of topics, including trends in cyber threats and the status of initiatives intended to bolster our security systems and the cyber readiness of our personnel.

Management takes several steps intended to mitigate the impact of cybersecurity and information security risks and incidents, including an annual management risk assessment (including cybersecurity risk), continued enhancement of information security and data loss prevention controls, maintenance of a robust crisis response plan, engaging an external consultant (described above), and ensuring that the Company maintains cybersecurity insurance coverage deemed appropriate. Management oversight procedures include: (i) a methodology to ensure cybersecurity events are promptly escalated and that appropriate internal and external reporting occurs; (ii) a monthly Information Security Governance Council meeting with site IT managers; and (iii) quarterly meetings between senior executives and our Internal Audit department to discuss the outlook for the following year, focusing on the current risk environment.

4745

Item 2. Properties

The following table summarizes our principal owned and leased properties asat of February 2827, ~~2025~~2026. These sites are used to provide manufacturing ~~services and solutions~~, including the manufacture of PCBs, assembly and configuration of final systems, complex mechanical assembly, precision machining, as well as other related services and customer support activities, including design and ~~development,~~engineering ~~warehousing, distribution, fulfillment~~ and ~~after-market~~other services, with a total of approximately 78.30 million square feet of productive capacity.

Major locations

Estimated square footage (in thousands)

Segment

Owned/Leased

Lease Expiration Dates

Canada(1)(2)

341

ATS/CCS

Leased

between 2025 and 2028

Canada(1)

223

ATS/CCS

Leased

2028

Arizona

111

ATS

Leased

2027

California(2)

202

ATS/CCS

Leased

between 2025 and 2028

California(2)(4)

153

ATS/CCS

Leased

between 2026 and 2030

China(2)(3)

1,026

ATS/CCS

Owned/Leased

between 2025 and 2056

China(2)

546

ATS/CCS

Owned/Leased

between 2026 and 2028

Georgia(2)

CCS

Leased

~~between 2025 and~~ 2026

India

CCS

Leased

2027

India(2)

CCS

Leased

between 2027 and 2028

Indonesia(3)

169

ATS

Owned/Leased

2028

Indonesia(2)(3)

221

ATS

Owned/Leased

between 2026 and 2028

Ireland(2)

89132

ATS/CCS

Leased

~~between~~ 2030 ~~and 2034~~

Japan(2)

544

ATS/CCS

Owned/Leased

2026

Laos

114

CCS

Leased

2026

Malaysia(2)(3)

1,~~476~~635

ATS/CCS

Owned/Leased

between ~~2025~~2026 and 2060

Massachusetts

ATS

Owned

N/A

Minnesota(2)

ATS

Leased

between 2025 and 2032

Minnesota

ATS

Leased

2032

Mexico(2)

~~699~~732

ATS/CCS

Leased

between 2027 and 2032

New Hampshire

CCS

Leased

2028

Oregon

~~165~~198

ATS

Leased

2026

Romania

~~286~~313

ATS/CCS

Owned

N/A

Singapore(2)(3)

~~188~~138

ATS/CCS

Owned/Leased

between ~~2025~~2026 and 2053

South Korea(2)

~~207~~208

ATS

Owned/Leased

2026

Spain

109

ATS

Owned

N/A

Texas(4)

~~274~~673

ATS/CCS

Leased

2032

Thailand(2)(3)

1,011

ATS/CCS

Owned/Leased

between 2025 and 2048

Thailand(2)(3)(4)

1,695

ATS/CCS

Owned/Leased

between 2026 and 2055

(1).In connection with our March 2019 Toronto real property sale, we entered into a 10-year lease with the purchaser of such property for our then-anticipated corporate headquarters, to be built by such purchaser on the site of our former location (Purchaser Lease). The Purchaser lease started in June 2024. In November 2022, we extended (on a long-term basis) the lease on our current corporate headquarters, and in 2023 and 2025, we executed asubleases ~~sublease~~ for ~~a portion of~~ the space under the Purchaser Lease. Leased square footage under the Purchaser Lease and our corporate headquarters was excluded from the table above.

(2).Represents multiple locations.

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

(4~~)We~~.Excludes ~~are~~leased ~~committed~~manufacturing ~~to leasing additional~~ space atunder ~~this~~renovation ~~site~~or ~~starting~~construction ~~April~~at ~~2027. See Item~~February 727, ~~MD&A —~~ ~~"Liquidity — Cash requirements — Contractual Obligations~~2026."

We consider each of the properties in the table above to be adequate for its purpose and suitably utilized according to the individual nature and requirements of the relevant operations. We currently expect to be able to extend the terms of expiring leases or to find replacement sites on commercially acceptable terms. Our ~~principal~~corporate ~~executive~~headquarters ~~office~~ is located at 5140 Yonge Street, Suite 1900, Toronto, Ontario, Canada M2N 6L7.

Item 3. Legal Proceedings

In the normal course of our operations, we may be subject to litigation, investigations and other claims, including legal, regulatory and tax proceedings. In the opinion of management, the ultimate resolutions of all such currently pending matters will not have a material adverse effect on our consolidated financial position or results of operations. There are no material proceedings in which any of our directors, officers, affiliates, or owners of more than 5% of our Common Shares is either a party adverse to us or our subsidiaries or has a material interest adverse to us or our subsidiaries. Information concerning the status of certain tax matters is disclosed in Item 7, MD&A — Liquidity and Capital Resources — Litigation and Contingencies (including indemnities), and note 21 to the 2024 AFS herein.

either a party adverse to us or our subsidiaries or has a material interest adverse to us or our subsidiaries. Information concerning the status of certain tax matters is disclosed in Item 7, MD&A — "Liquidity and Capital Resources — Litigation and Contingencies", and note 20 to the 2025 AFS herein.

Item 4. Mine Safety Disclosure

Not applicable.

Part II.

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

The Common Shares are listed on the NYSE and the TSX (in each case under the symbol "CLS").

Holders

As of February 20 19, ~~2025~~2026, based on information provided to us by our transfer agent, there were 1,~~501~~429 holders of record of Common Shares, of which ~~373~~368 holders, holding approximately 9697.41% of the outstanding Common Shares, were resident in the U.S. and ~~277~~251 holders, holding approximately 32.58% of the outstanding Common Shares, were resident in Canada. These numbers are not representative of the number of beneficial holders of our Common Shares nor are they representative of where such beneficial holders reside, since many of such shares are held of record by brokers or other nominees. We do not have knowledge of the identities of the beneficial owners of Common Shares registered through intermediaries.

Dividend Policy

We have not declared or paid any dividends to our shareholders. We intend to retain earnings for general corporate purposes to promote future growth; as such, our Board does not anticipate paying any dividends at this time. Our Board will review this policy from time-to-time, having regard to our financial condition, financing requirements and other relevant factors.

Performance Graph

The following chart compares the cumulative total shareholder return (TSR) of $100 invested in Common Shares with the cumulative TSR of the S&P/TSX Composite Total Return Index and S&P 500 Information Technology Total Return for the period from December 31, ~~2019~~2020 to December 31, ~~2024~~2025.

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~~Table 1:~~ Performance Graph*

* For the purpose of the graph, it was assumed that CAD:US dollar conversion ratio remained at 1:1 for the years presented.

Recent Sales of Unregistered Securities

On January 29, 2024, an aggregate of 581 deferred share units (DSUs), valued at $29.28 per share, the closing price of the Common Shares on the NYSE on the last trading day of the preceding fiscal quarter; on March 31, 2024, an aggregate of 7,091 DSUs, valued at $44.94 per share, the closing price of the Common Shares on the NYSE on the last trading day prior to the date of grant; on June 30, 2024, an aggregate of 5,719 DSUs, valued at $57.33 per share, the closing price of the Common Shares on the NYSE on the last trading day prior to the date of grant; on July 30, 2024, an aggregate of 196 DSUs, valued at $57.33 per share, the closing price of the Common Shares on the NYSE on the last trading day of the preceding fiscal quarter; and on September 30, 2024, an aggregate of 5,767 DSUs, valued at $51.12 per share, the closing price of the Common Shares on the NYSE on the date of grant, were issued to our non-employee directors as compensation earned for service on the Board in reliance on the exemption from registration under Section 4(a)(2) of the U.S. Securities Act. Each DSU represents the right to receive one Common Share or an equivalent value in cash (at the Corporation’s discretion) when the director ceases to be (a) a director of the Corporation or (b) an employee of the Corporation (Retires). DSUs that vest on retirement will be settled on the date that is 45 days following the date on which the director Retires, or the following business day if the 45th day is not a business day (Valuation Date), or as soon as practicable thereafter. The amount used to cash-settle DSUs (if applicable) will be based on the closing price of the Common Shares on the Valuation Date. DSUs will in all cases be redeemed and payable on or prior to the 90th day following the date on which the director Retires.

Issuer Purchases of Equity Securities

ISSUER PURCHASES OF EQUITY SECURITIES

Period	(a) Total Numberof Common SharesPurchased (in millions)	(b) Average Price Paidper Common Share	(c) Total Number of Common Shares Purchased asPart of PubliclyAnnounced Plans orprograms (in millions)	(d) MaximumNumber of Common Shares that MayYet Be PurchasedUnder the Plansor Programs (in millions)
October 1 — 31, 2024(1)	—	$—	—	8.9
October 1 — 31, 2025(1)	—	$—	—	7.1
November 1 — 30, 2024(2)	—	$—	—	8.6
November 1 — 30, 2025(2)	0.04	$272.40	0.04	5.7
December 1 — 31, 2024(2)	0.5(3)	$86.90	0.3	8.3
December 1 — 31, 2025(2)	0.09	$270.03	0.09	5.6
Total	0.513	$86270.9074	0.313

(1) On ~~December~~October 1230, ~~2023~~2024, the TSX accepted our notice to launch, ~~and we announced,~~ a NCIB (~~2023~~2024 NCIB). The ~~2023~~2024 NCIB allowed us to repurchase, at our discretion, from ~~December~~November 141, ~~2023~~2024 until the earlier of ~~December~~October 1331, ~~2024~~2025 ~~(unless terminated earlier)~~ or the completion of purchases thereunder, up to 118,~~763~~609,~~330~~693 of our Common Shares in the open market, or as otherwise permitted, subject to the normal terms and limitations of such bids and compliance with applicable ~~law~~securities laws, TSX rules, and the volume and other limitations under Rule 10b-18 under the Exchange Act. In October ~~2024~~2025, we purchased and cancelled ~~nil~~no Common Shares under the ~~2023~~2024 NCIB. The ~~2023~~2024 NCIB ~~was~~expired ~~early terminated~~ on October 3031, ~~2024~~2025.

50(2) On October 29, 2025, the TSX accepted our notice to launch a new NCIB (2025 NCIB). The 2025 NCIB allows us to repurchase, at our discretion, from November 3, 2025 until the earlier of November 2, 2026 or the completion of purchases thereunder, up to 5,722,527 of our Common Shares in the open market, or as otherwise permitted, subject to the normal terms and limitations of such bids and compliance with applicable securities laws, TSX rules, and the volume and other limitations under Rule 10b-18 under the Exchange Act. The maximum number of Common Shares we are permitted to repurchase for cancellation under the 2025 NCIB will be reduced by the number of Common Shares we arrange to be purchased by any non-independent broker in the open market during its term to satisfy delivery obligations under our SBC plans, if any.

(2) On October 30, 2024, the TSX accepted our notice to launch, and we announced, a NCIB (2024 NCIB). The 2024 NCIB allowed us to repurchase, at our discretion, from November 1, 2024 until the earlier of October 31, 2025 or the completion of purchases thereunder, up to 8,609,693 of our Common Shares in the open market, or as otherwise permitted, subject to the normal terms and limitations of such bids and compliance with applicable law and the volume and other limitations under Rule 10b-18 under the Exchange Act. The maximum number of Common Shares we are permitted to repurchase for cancellation under the 2024 NCIB will be reduced by the number of Common Shares we arrange to be purchased by any non-independent broker in the open market during its term to satisfy delivery obligations under our SBC plans, if any. In December 2024, we purchased 0.3 million Common Shares under the 2024 NCIB.

(3) From time-to-time, we enter into Automatic Share Purchase Plans (ASPPs) complying with Rule 10b5-1 under the Exchange Act covering a defined period, instructing a broker to purchase in the open market a specified number of shares (subject to specified conditions) to settle vested employee awards under our SBC plans (SBC ASPPs). In December 2024, 0.2 million Common Shares were purchased on our behalf by an independent broker under a SBC ASPP. The maximum number of Common Shares we were permitted to repurchase for cancellation under the 2024 NCIB was not reduced by the number of Common Shares we arranged to be purchased by such independent broker.

Item 6. [Reserved]

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with our ~~2024~~2025 audited consolidated annual financial statements (~~2024~~2025 AFS) and related notes, which we prepared in accordance with U.S. generally accepted accounting principles (GAAP). Unless otherwise noted, all dollar amounts are expressed in United States (U.S.) dollars. The information in this discussion is provided as of February 2827, ~~2025~~2026 unless we indicate otherwise. As used herein, "Q1," "Q2," "Q3," and "Q4" followed by a year refers to the first quarter, second quarter, third quarter and fourth quarter of such year, respectively.

Certain statements contained in this MD&A constitute “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (U.S. Securities Act) and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (U.S. Exchange Act), and “forward-looking information” within the meaning of applicable Canadian securities laws (collectively, forward-looking statements), including, without limitation, statements related to: our priorities, intended areas of focus, targets, objectives and goals; ~~trends~~our inexpanded capital investment plans and capacity additions and the ~~electronics~~funding ~~manufacturing~~therefor; ~~services~~market ~~(EMS)~~opportunities and investments in technology platforms and roadmaps; expected research and development and other capital expenditures; developments related to new customer or program wins; timing of production ramps, deliveries and availabilities of certain key components; anticipated economic conditions, industry and market trends and projections, underlying market growth rates, customer demand, prospects and opportunities; strategic initiatives; trends in our segments (and/or their constituent businesses~~) and their anticipated impact~~; the anticipated impact of current market conditions and customer-specific factors on each of our segments (and/or their constituent businesses) and near term expectations; potential restructuring and divestiture actions; our anticipated financial and/or operating results and outlook, including expected revenue increases and decreases (or remaining flat), as well as growth in certain segments, businesses and end markets; our strategies; our credit risk; the potential impact of acquisitions, or program wins, transfers, losses or disengagements; materials, component and supply chain constraints; anticipated expenses, ~~capital expenditures~~ and other working capital requirements and contractual obligations (and intended methods of funding such items); the potential impact of trade policies between countries in which we conduct business (including the ~~potential~~ tariffs proposed and implemented by the U.S. government, and any reciprocal or retaliatory tariffs); the adoption, integration and use of artificial intelligence (AI) in manufacturing and service offerings and in certain of our internal processes; the impact of our price reductions and longer payment terms; our intended repatriation of certain undistributed earnings from non-Canadian subsidiaries ~~(and amounts we do not intend to repatriate in the foreseeable future)~~; the potential impact of tax and litigation outcomes; investor dissatisfaction with inclusion, employee engagement, and other ~~environmental,~~sustainability ~~social and governance (ESG)~~ matters; our ~~intention to settle employee share unit awards in common shares (Common Shares); our~~ ability to use certain tax losses; ~~intended~~planned investments in our business; the potential impact of the pace of technological changes (including with respect to AI technologies), customer outsourcing, program transfers, and the global economic environment; the intended method of funding common share (Common Share) repurchases; the impact of our outstanding indebtedness; liquidity and the sufficiency of our capital resources; our intention to settle outstanding ~~equity~~share unit awards with Common Shares; our financial statement estimates and assumptions; recently-issued accounting pronouncements and amendments; the potential adverse impacts of events outside of our control (including those described under "External Factors that May Impact our Business" below) ~~(External Events)~~; mandatory prepayments under our credit facility; pension plan funding requirements and obligations, and the impact of annuity purchases; our compliance with covenants under our credit facility; refinancing debt at maturity; interest rates and expense; income tax incentives; ~~accounts payable cash flow levels; accounts receivable sales;~~ expectations with respect to reporting units with goodwill; our future warranty obligations; cybersecurity threats and incidents; our intentions with respect to environmental assessments for newly-leased or acquired properties; our expectations with respect to expiring leases; our intention to retain earnings for general corporate purposes; costs in connection with our pursuit of acquisitions and strategic transactions; and expectations regarding the acceptance of offers to sell accounts receivable (A/R) under our A/R sales programs and supplier financing programs. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “continues,” “project,” “target,” "objective," “goal,” “potential,” “possible,” “contemplate,” “seek,” or similar expressions, or may employ such future or conditional verbs as “may,” “might,” “will,” “could,” “should,” or “would,” or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995, where applicable, and applicable Canadian securities laws.

Forward-looking statements contained in this ~~Annual~~MD&A ~~Report~~ are based on various assumptions, many of which involve factors that are beyond our control. Our material assumptions include: growth in manufacturing outsourcing from customers in diversified markets; technology upgrade cycles; our ability to retain programs and customers, including no unexpected customer or program transfers, losses or disengagements; no unforeseen adverse changes in our mix of businesses; no undue negative impact on our customers' ability to compete and succeed using products we manufacture and services we provide; continued growth in our end markets; our ability to successfully diversify our customer base and develop new capabilities; anticipated demand levels across our businesses; continued growth in the advancement and commercialization of artificial intelligence (AI) technologies and cloud computing; supporting sustained high levels of capital expenditure investments by leading hyperscaler, AI and data center customers; no significant unforeseen negative impacts to our operations; no unforeseen materials price increases,

5249

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

Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Achievement of anticipated results is subject to substantial risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements, and you are cautioned not to put undue reliance on forward-looking statements. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law or by the rules and regulations of the U.S. Securities and Exchange Commission (SEC). You are advised, however, to consult any further disclosures we make on related subjects. Factors that might cause such differences include, but are not limited to, those discussed in the Risk Factor Summary and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 (referred to herein as this "Annual Report") (of which this MD&A forms a part) under the heading “Risk Factors,” which are incorporated herein by reference, and subsequent Quarterly Reports on Form 10-Q and other documents filed with the SEC, and as applicable, the Canadian Securities Administrators.

Overview

Celestica's ~~business~~Business:

WeCelestica ~~deliver~~is ~~innovative~~a ~~supply~~technology ~~chain~~leader ~~solutions~~with ~~globally~~deep toexpertise ~~customers~~ in ~~two~~design, ~~operating~~engineering, ~~and~~manufacturing, ~~reportable~~supply ~~segments:~~chain, ~~Advanced Technology Solutions (ATS)~~ and ~~Connectivity~~platform ~~& Cloud Solutions (CCS)~~solutions. ~~Our~~Celestica ~~ATS~~enables ~~segment~~critical ~~consists~~data ofcenter ~~our~~infrastructure ~~ATS~~for ~~end market~~AI, ~~and~~cloud ~~is comprised of our Aerospace~~ and ~~Defense~~hybrid ~~(A&D)~~cloud, ~~Industrial,~~and ~~HealthTech,~~advances ~~and~~technologies ~~Capital~~in ~~Equipment~~high-growth ~~businesses~~markets. Our ~~CCS~~global ~~segment~~headquarters ~~consists~~is oflocated ~~our~~in ~~Communications~~Toronto, ~~and~~Ontario, ~~Enterprise~~Canada. ~~(servers~~We ~~and~~operate ~~storage)~~a ~~end~~network ~~markets.~~of ~~Additional~~sites ~~information~~and ~~regarding~~design ~~our~~centers ~~segments~~strategically islocated ~~included~~ in ~~note~~North 22America, toAsia, ~~the~~and ~~2024 AFS~~Europe.

~~Our~~We ~~customers~~serve ~~include~~across ~~original~~two ~~equipment~~operating ~~manufacturers (OEMs), cloud-based~~ and ~~other~~reportable ~~service~~segments: ~~providers,~~Connectivity ~~including hyperscalers,~~ and ~~other~~Cloud ~~companies~~Solutions in(CCS) aand ~~wide~~Advanced ~~range~~Technology ofSolutions ~~industries~~(ATS). ~~We are incorporated under the laws of the Province of Ontario, Canada.~~ Our ~~global~~CCS ~~headquarters~~segment ~~are~~consists ~~located in Toronto, Ontario, Canada. We operate a network~~ of ~~sites~~our ~~and~~Communications ~~centers of excellence strategically located in North America, Europe~~ and ~~Asia,~~Enterprise ~~with specialized~~ end~~-to-end~~ ~~supply~~markets. ~~chain~~Our ~~capabilities~~Enterprise ~~tailored to meet specific market and customer product lifecycle requirements.~~

We offer a comprehensive range of product manufacturing and related supply chain services to customers in both of our segments, including design and development, new product introduction, engineering services, component sourcing, electronics manufacturing and assembly, testing, complex mechanical assembly, systems integration, precision machining, order fulfillment, logistics, product licensing, and after-market repair, return and information technology (IT) asset management and disposition (ITAM/ITAD) services. Our Hardware Platform Solutions (HPS) offering (within our CCS segment) includes the development of infrastructure platforms, hardware and software design solutions, including open-source software that complements our hardware offerings, and services that can be used as-is, or customized for specific applications in 50

53end market is comprised of our servers and storage businesses. Our ATS segment consists of our ATS end market, and is comprised of our Aerospace and Defense (A&D), Industrial, HealthTech, and Capital Equipment businesses. Additional information regarding our segments is included in note 21 to the 2025 AFS. Customers in our CCS segment include cloud-based service providers, hyperscalers and other data center customers (including digital native companies), as well as hardware original equipment manufacturer (OEMs) and enterprise customers. Customers in our ATS segment include OEMs in a range of diversified markets that we serve.

~~collaboration~~We ~~with~~offer ~~our~~a ~~customers,~~comprehensive range of products and ~~management~~services ofthat ~~program~~cover the entire technology product lifecycle, including hardware design and ~~aspects~~development, ofnew ~~the~~product introduction, engineering services, supply chain management and logistics, electronics manufacturing, and ~~after-market~~assembly, ~~support~~complex mechanical assembly, precision machining, systems integration, testing, product licensing, software enablement solutions, and services, including asset management and disposition (ITAM/ITAD) services.

Products ~~and services~~ in our ~~ATS~~CCS segment ~~are~~consist ~~extensive~~predominantly of data communications and ~~are~~information ~~often~~processing ~~more~~infrastructure ~~regulated~~products ~~than~~and systems primarily used in ~~our~~hyperscale ~~CCS~~data ~~segment,~~centers. ~~and~~These ~~can~~products include ~~the~~networking ~~following:~~switches, ~~government-certified~~optical ~~and~~systems, ~~highly-specialized~~data ~~manufacturing~~center racks, ~~electronic~~servers and ~~enclosure-related~~storage ~~services~~products ~~for~~used ~~A&D~~primarily ~~customers;~~by ~~high~~cloud-~~precision~~based ~~semiconductor~~ and ~~display~~other ~~equipment~~service ~~and~~providers ~~integrated~~(including ~~subsystems;~~AI aservice ~~wide~~providers), ~~range~~as ofwell ~~industrial~~as ~~automation,~~enterprise ~~controls~~customers, ~~test~~for ~~and~~a ~~measurement~~range ~~devices;~~of ~~engineering-focused~~applications ~~engagements,~~ including inAI ~~the~~workloads ~~areas~~and ofcloud ~~telematics,~~computing ~~human~~services. ~~machine~~Our ~~interface,~~Hardware ~~Internet-of-Things~~Platform ~~and~~Solutions ~~embedded~~(HPS) ~~systems;~~offering ~~advanced~~within ~~solutions~~our ~~for~~CCS ~~surgical~~segment ~~instruments,~~enables ~~diagnostic~~the ~~imaging~~development ~~and~~of ~~patient~~customized ~~monitoring;~~technology platforms, including hardware and ~~efficiency~~systems-level ~~products~~design, tosoftware ~~help~~solutions ~~manage~~(including ~~and~~open-source ~~monitor~~software ~~the~~that ~~energy~~complements ~~and~~our ~~power~~hardware ~~industries.~~offerings, ~~Our~~and ~~ATS~~that ~~segment~~can ~~businesses~~be ~~typically~~used ~~have~~as-is ~~higher~~or ~~margin~~customized ~~profiles~~for ~~and~~specific ~~margin~~applications ~~volatility,~~in ~~higher~~collaboration ~~working~~with ~~capital~~our ~~requirements~~customers), ~~and~~management ~~longer~~of ~~product~~program ~~life~~design ~~cycles~~and ~~than~~aspects of the ~~traditional~~supply ~~businesses~~chain, inmanufacturing, ~~our~~and ~~CCS segment~~services.

~~Products~~Our ~~and services in our~~ CCS segment ~~consist predominantly of enterprise-level data communications and information processing infrastructure products and systems~~businesses, ~~and~~compared ~~can~~to ~~include~~our ~~routers,~~ATS ~~switches~~businesses, ~~data~~typically ~~center~~have ~~interconnects,~~higher ~~edge~~margin ~~solutions,~~profiles and ~~servers~~larger ~~and~~program ~~storage-related~~volumes, ~~products~~as ~~used~~well byas amore ~~wide~~significant ~~range~~concentration ofwith ~~businesses~~major ~~and cloud-based and other service providers to manage digital connectivity, commerce and social media applications~~customers. ~~Our~~We ~~CCS~~engage ~~segment~~with iscustomers ~~subject~~in toour ~~negative~~capacity ~~pricing~~as ~~pressures~~an ~~driven~~original bydesign ~~the~~manufacturer ~~highly~~(ODM) ~~competitive nature of this market~~ and iselectronics ~~experiencing~~manufacturing ~~technology-driven~~services ~~demand~~(EMS) ~~shifts~~provider, ~~which~~as ~~are~~well ~~not~~as ~~expected~~offering tovarious ~~abate.~~software ~~Our~~solutions ~~traditional CCS segment businesses typically have lower margin profiles, lower working capital requirements,~~ and ~~higher volumes than the businesses in our ATS segment~~services. Within our CCS segment, ~~however,~~ our HPS business, (which ~~includes~~is ~~firmware/software~~broadly ~~enablement~~characterized ~~across~~as ~~all~~ODM ~~primary~~in ITnature ~~infrastructure~~(see ~~data center technologies~~below), ~~open source software offerings that complement our hardware platforms, and aftermarket services including ITAM/ITAD)~~ typically has a higher margin profile than our traditional ~~CCS~~EMS businesses, ~~but~~as ~~also~~we ~~requires~~are ~~specific~~solely ~~investments~~or ~~(including~~jointly ~~research~~involved ~~and~~in ~~development~~the ~~(R&D))~~design ~~and~~of ~~higher~~the ~~working capital~~solution. ~~Our CCS segment generally experiences a high degree of volatility in terms of revenue and product/service mix~~However, ~~and~~due ~~as a result, our CCS segment margin can fluctuate from period~~ to ~~period. In recent periods, we have experienced an increasing shift in~~ the ~~mix~~nature of ~~our~~these programs ~~towards cloud-based and other service providers~~, ~~which~~it ~~are~~also ~~cyclically~~requires ~~different~~us ~~from~~to ~~our~~make ~~traditional~~specific ~~OEM customers~~investments, ~~creating~~including ~~more volatility and unpredictability~~ in ~~our~~research ~~revenue patterns,~~ and ~~additional~~development ~~challenges with respect to the management of our supply chain and working capital requirements~~(R&D).

~~Overview~~In recent years, we have experienced an increasing shift in the mix of our programs towards cloud-based and other service providers, primarily hyperscalers, which are cyclically different from our traditional OEM customers, and currently experiencing a period of significant increases in product deployments to support their build-out of data center infrastructure, including to support AI applications. This demand growth has required our business ~~environment:~~to place a greater focus on various operational factors, including the management of our manufacturing capacity, human capital dedicated to these programs, supply chain, capital investments, and working capital requirements.

~~The~~Products ~~EMS~~and ~~industry~~services isin ~~highly~~our ~~competitive.~~ATS ~~Demand~~segment ~~can~~are ~~be volatile from period to period~~extensive, ~~and~~serving ~~aggressive pricing is~~ a ~~common~~broader ~~business~~customer ~~dynamic.~~base ~~Customers may shift production between EMS~~ and ~~ODM~~are ~~providers~~often ~~for~~more aregulated ~~variety~~than ofthose ~~reasons, including changes~~ in ~~demand~~our ~~for~~CCS ~~their products~~segment, ~~pricing~~and ~~concessions,~~can ~~more~~include: ~~favorable~~government-certified ~~terms~~ and ~~conditions,~~highly-specialized ~~execution or quality issues~~manufacturing, ~~their~~electronic ~~preference~~and orenclosure-related ~~need~~services tofor ~~modify~~A&D orcustomers; ~~consolidate~~high-precision ~~their~~semiconductor ~~supply~~equipment ~~chain~~and ~~capacity~~integrated orsubsystems; ~~change~~a ~~their~~wide ~~supply~~range ~~chain~~of ~~partners~~industrial automation, ~~tax benefits~~controls, ~~new~~test ~~trade~~ and~~/or~~ ~~export~~measurement ~~policies~~devices; orengineering-focused ~~legislation~~engagements, orincluding ~~consolidation~~in ~~among customers. Customers may also change~~ the ~~amount~~areas of ~~business they outsource~~telematics, orhuman ~~the~~machine ~~concentration~~interface, orInternet-of-Things ~~location~~and ofembedded ~~their~~systems; ~~EMS~~advanced ~~suppliers.~~solutions Asfor asurgical ~~result~~instruments, ~~customer~~diagnostic imaging and ~~segment~~patient ~~revenue~~monitoring; and ~~mix,~~efficiency asproducts ~~well as overall profitability, are difficult~~ to ~~forecast.~~help ~~The~~manage ~~loss~~and ofmonitor ~~one~~the orenergy ~~more major customers could have a material adverse effect on our operating results, financial position~~ and ~~cash~~power ~~flows~~industries.

~~Managing~~Customer ~~our~~engagements ~~operations~~in ~~is complex, and~~ our ~~financial~~ATS ~~results~~segment ~~often~~may ~~fluctuate,~~increasingly ininvolve ~~each~~engineering ~~case~~services asand asupport. ~~result of~~However, ~~among~~unlike ~~other factors, product lifecycles in the markets we serve, production lead times required by~~ our ~~customers,~~HPS ~~our~~business ~~ability~~within ~~to secure materials and components,~~ our ~~ability~~CCS ~~to manage staffing and talent dynamics~~segment, ~~rapid~~we ~~shifts~~do innot ~~technology,~~generally ~~model~~collaborate ~~obsolescence,~~with ~~commoditization~~ATS ofcustomers ~~certain~~on ~~products,~~ the ~~emergence~~design of ~~new~~the ~~business~~solutions ~~models,~~we ~~shifting patterns of demand~~manufacture, ~~the~~or ~~proliferation~~engage ofin ~~software-defined~~R&D ~~technologies enabling the disaggregation of software~~ and ~~hardware,~~ product ~~oversupply,~~development ~~changing~~for ~~supply~~our ~~chains~~own ~~and~~proprietary ~~customer~~portfolio ~~supply chain requirements, and the build-up by customers~~ of ~~inventory buffers~~solutions. ~~For~~As ~~example~~such, the ~~shift~~nature ~~from~~of ~~traditional~~the ~~network~~programs ~~and~~in ~~data~~our ~~center~~ATS ~~infrastructures~~business toare ~~highly~~broadly ~~scalable,~~characterized ~~virtualized,~~as ~~cloud-based~~EMS ~~environments~~engagements, ~~have~~and ~~adversely~~the ~~impacted~~relationships ~~some~~with ofthese ~~our traditional CCS segment~~ customers, ~~and~~are ~~favorably~~more ~~impacted~~consistent ~~our~~with ~~service provider customers and~~ our ~~HPS~~traditional business model.

~~Capacity~~Industry utilization, customer mix and the types of products and services we provide are important factors affecting our financial performance. The number of sites, the location of qualified personnel, the manufacturing and engineering capacity and network, and the mix of business through that capacity are also vital considerations for EMS and ODM providers in terms of generating appropriate returns. Because the EMS industry is working capital intensive, we believe that non-GAAP adjusted return on invested capital (ROIC), which is primarily based on adjusted operating earnings (each discussed in "Non-GAAP Financial Measures" below) and investments in working capital and equipment, is an important metric for measuring an EMS provider's financial performance.Overview:

54Celestica operates in the contract design and manufacturing industry and competes with a variety of providers from EMS companies to ODMs. The EMS companies that Celestica competes with, typically manage global manufacturing and logistics networks that are capable of delivering customized solutions, and may offer, depending on the extent of their

capabilities, end-to-end services covering the full product lifecycle, which can include assembly, supply chain management, testing, system integration, fulfillment and other services. ODMs offer a similar range of services, and also typically support the design and development of products they manufacture for their customers.

Celestica is increasingly engaged as an ODM by our customers. As part of Celestica's ODM offerings, we design and manufacture products, either as customized solutions, white box solutions or under Joint Design and Manufacturing engagements in collaboration with our customers. An ODM provider may engage in R&D activities related to new product design, optimization and other innovations, which often results in the creation of intellectual property. This business is primarily within our HPS business.

Our customers, which include cloud-based and other service providers (including hyperscalers), OEMs and enterprise customers in a wide range of industries, outsource these services to address challenges related to cost, asset utilization, quality, time-to-market, demand volatility, customer support, and rapidly changing technologies. In particular, hyperscalers have utilized our services to increase deployments of customized advanced hardware and systems-level solutions, in order to expand and optimize their data center infrastructure.

Capacity utilization, customer mix and the types of products and services we provide are important factors affecting our financial performance. The number of sites, the location of qualified personnel, the manufacturing and engineering capacity and network, and the mix of business through that capacity are also vital considerations for us in terms of generating appropriate returns. Because the contract design and manufacturing industry is working capital intensive, we believe that non-GAAP adjusted return on invested capital (ROIC), which is primarily based on adjusted operating earnings and net invested capital (each discussed in "Non-GAAP Financial Measures" below), is an important metric for measuring our financial performance.

Recent Developments

Conversion from International Financial Reporting Standards (IFRS) to U.S. GAAP (GAAP)

As previously disclosed, as of the end of Q2 2024, the Company no longer met the definition of a "foreign private issuer" under U.S. federal securities regulations. As a result, the Company is required to file an annual report on Form 10-K covering the year ended December 31, 2024. The Company is also, as of January 1, 2025, obligated to comply with additional reporting requirements of the U.S. Exchange Act applicable to domestic issuers, including filing quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy statements in accordance with U.S. Exchange Act rules.

In addition, the Company is required to prepare financial statements included in SEC filings in accordance with GAAP. Previously, our consolidated financial statements were presented in accordance with IFRS as issued by the International Accounting Standards Board. Consequently, this MD&A contains, for the year ended December 31, 2024, audited annual financial statements which have been prepared in accordance with GAAP. All financial statements and selected financial data for prior periods presented herein have been converted from IFRS into GAAP.

Segment Environment:

ATS Segment

ATS segment revenue for 2024 decreased 5% to $3.2 billion compared to $3.3 billion for 2023, driven by the anticipated demand softness in our Industrial business, partially offset by strength in our A&D and Capital Equipment businesses.

ATS segment margin decreased to 4.6% for 2024 compared to 4.7% in 2023, primarily due to reduced operating leverage in our Industrial end market, partly offset by improved profitability in our Capital Equipment and A&D businesses.

Overall, we expect ATS segment revenue to remain relatively flat in 2025 compared to 2024. Demand in our Industrial business is expected to stabilize in the first half of 2025 and to recover in the second half of 2025. Demand in our Capital Equipment business increased in 2024 and we expect our Capital Equipment business to continue to grow in 2025, driven by solid demand and program ramps. Demand in our A&D business is expected to remain healthy, supported by customer wins and program ramps. However, due to our decision not to renew a dilutive margin program, we anticipate lower A&D business revenue in 2025 compared to 2024.

CCS Segment

CCS segment revenue for ~~2024~~2025 increased 4042% to $69.519 billion compared to $4.6.49 billion in ~~2023, driven by strong growth in both our Enterprise end market and Communications end market~~2024. Revenue in our Enterprise end market ~~increased~~decreased by 2919% in ~~2024~~2025 compared to ~~2023~~2024, driven ~~primarily~~ by ~~stronger~~a ~~demand~~technology transition in ~~our~~an ~~storage~~AI/machine ~~business~~learning ~~and~~(ML) ~~stronger~~compute ~~demand~~program ~~for~~with ~~compute~~one ~~products~~of ~~from~~ our hyperscaler customers. Revenue in our Communications end market increased by 4881% in ~~2024~~2025 compared to ~~2023~~2024, driven by ~~increased~~data ~~demand~~center ~~from~~networking ~~our~~demand, ~~hyperscaler~~including ~~customers~~the ~~for~~ramping of our ~~HPS~~switch ~~networking products~~programs. HPS revenue for ~~2024~~2025 accounted for 41% of our total revenue and increased 6381% compared to ~~2023~~2024, ~~and~~driven ~~accounted~~by ~~for~~accelerating ~~29%~~volumes ofin our ~~total~~ramping ~~revenue~~networking switch programs with hyperscaler customers.

CCS segment margin improved to 78.42% in ~~2024~~2025 compared to 67.24% in ~~2023~~2024, driven by ~~greater~~improved ~~operating~~mix ~~leverage,~~and asoperating ~~well as improved mix~~leverage.

We currently anticipate continued growth in our CCS segment in ~~2025~~2026. WeIn ~~expect strong growth in~~ our Communications end market ~~throughout 2025~~, ~~driven~~we byexpect ~~program~~strong ~~ramps and robust~~ demand. Infrom ~~our~~hyperscalers ~~Enterprise~~throughout ~~end market~~2026, as we continue to ~~expect~~ramp ~~demand~~multiple ~~softness~~networking inswitching ~~the~~programs. ~~first~~In ~~half~~our ofEnterprise ~~2025~~end market, ~~driven~~we byexpect ~~the~~volume ~~technology~~growth ~~transition~~ in an2026 ~~AI/machine~~in ~~learning~~our (AI/ML) compute ~~program~~programs with aour ~~large~~ hyperscaler ~~customer~~customers. ~~However,~~We wecurrently ~~expect~~anticipate ~~Enterprise~~our ~~end~~CCS ~~market~~growth ~~revenue~~trajectory to ~~improve~~be ~~during~~sustained ~~the~~into ~~second half of 2025 compared to the first half, supported by the ramping of AI/ML compute programs~~2027.

ATS Segment

ATS segment revenue for 2025 increased 1% to $3.20 billion compared to $3.16 billion for 2024, as the growth from our Capital Equipment and Industrial businesses was largely offset by the revenue decrease in our A&D business.

ATS segment margin increased to 5.3% for 2025 compared to 4.6% in 2024, primarily due to improved profitability in our A&D business, aided by the discontinuation of a margin dilutive program.

We currently expect ATS segment revenue to remain relatively flat or slightly increase in 2026 compared to 2025. For 2026, we expect growth in our Industrial and HealthTech businesses, supported primarily by the new program ramps, partially

offset by lower volumes in our Capital Equipment business in the near term and the impact of the discontinuation of the margin dilutive program in our A&D business.

Common Share Repurchases:

On October 3029, ~~2024~~2025, wethe ~~terminated~~Toronto Stock Exchange (TSX) accepted our notice to launch a ~~prior~~new NCIB ~~which~~(2025 ~~commenced~~NCIB). onThe ~~December~~2025 14NCIB allows us to repurchase, ~~2023~~at ~~and~~our ~~was~~discretion, ~~scheduled~~from November 3, 2025 until the earlier of November 2, 2026 or the completion of purchases thereunder, up to ~~expire~~approximately on5.7 million ~~December~~Common 13Shares in the open market, ~~2024~~or ~~(Prior~~as ~~Bid)~~otherwise permitted, subject to the normal terms and limitations of such bids. The maximum number of Common Shares we are permitted to repurchase for cancellation under the ~~Toronto~~2025 ~~Stock~~NCIB ~~Exchange~~will be reduced by the number of Common Shares we arrange to be purchased by any non-independent broker in the open market during its term to satisfy delivery obligations under our stock-based compensation (~~TSX~~SBC) ~~accepted~~plans. ~~our~~From ~~notice~~the commencement of the 2025 NCIB through February 19, 2026, we paid a total of $55.7 million (including transaction fees and excluding share buyback taxes) to ~~launch~~repurchase 0.2 million Common Shares, at a ~~new~~weighted ~~NCIB~~average price of $271.76 per share, for cancellation.

55See note 12 to our 2025 AFS for details of our Common Share repurchase activities.

(New Bid). Under the Prior Bid, we purchased and cancelled a total of 2.9 million Common Shares, out of the 11.8 million Common Shares we were authorized to repurchase. As a result of the early termination and renewal of the Prior Bid, the 2.9 million Common Shares purchased under the Prior Bid were deducted from the New Bid's annual limit as per the requirements of the TSX. Under the New Bid, we may repurchase at our discretion, from November 1, 2024 until the earlier of October 31, 2025 or the completion of purchases thereunder, up to approximately 8.6 million Common Shares in the open market (representing approximately 10.0% of the "public float" (within the meaning of the rules of the TSX) at October 18, 2024 less the 2.9 million Common Shares purchased under the Prior Bid), or as otherwise permitted, subject to the normal terms and limitations of such bids. The maximum number of Common Shares we are permitted to repurchase for cancellation under the New Bid will be reduced by the number of Common Shares we arrange to be purchased by any non-independent broker in the open market during its term to satisfy delivery obligations under our stock-based compensation (SBC) plans. From the commencement of the New Bid through February 20, 2025, we paid a total of: (i) $57.5 million (including transaction fees) to repurchase 0.5 million Common Shares, at a weighted average price of $105.18 per share, for cancellation; and (ii) $239.6 million (including transaction fees) to repurchase 1.9 million Common Shares, at a weighted average price of $126.10 per share, for delivery obligations under our SBC plans.

During 2024, we paid an aggregate of $152.0 million (including transaction fees) to repurchase a total of 3.2 million Common Shares for cancellation (2.9 million under the Prior Bid and 0.3 million under the New Bid), at a weighted average price of $47.15 per share. We also paid an aggregate of $119.6 million in 2024 to purchase 3.0 million Common Shares in the open market through an independent broker for delivery obligations under our SBC plans.

See note 12 to our 2024 AFS for further details.

Operating Goals and Priorities

Our current operating goals and priorities are set forth below.

Evolving our Revenue Portfolio — To evolve our revenue portfolio, we intend to continue to focus on: (i) pursuing revenue growth in attractive markets, which are aligned with our broader portfolio strategy and where we believe we can establish a competitive presence, including in our HPS business,; (ii) driving sustainable, profitable revenue growth,; (iii) growing our aggregate ATS segment revenue ~~organically~~at by an average rate above that of ~~10%~~the ~~per~~underlying ~~year~~markets, over the long term,; (iv) supplementing our organic growth with ~~disciplined~~targeted and ~~targeted~~strategic acquisitions, investments and partnerships intended to expand capabilities,; and (v) optimizing our portfolio to drive more consistent returns and profitability.

Margins and Non-GAAP adjusted earnings per share (EPS)* — Our goal is to: (i) ~~grow~~compound non-GAAP adjusted EPS* atconsistently ~~10%+~~and CAGR**sustainably over the long-term,; and (ii) continue to focus on improvements to our ~~segment margins† and~~ non-GAAP adjusted operating margin*.

~~The~~Balanced ~~duration~~Approach ~~and~~to ~~impact~~Capital ofAllocation ~~global~~— ~~supply~~We ~~constraints,~~are ~~other~~focused ~~industry~~on ~~market~~maintaining ~~conditions~~a strong balance sheet, generating non-GAAP free cash flow* and ~~other~~balancing ~~external~~our ~~factors~~debt ~~described~~and ~~herein~~capital ~~are~~levels, ~~not~~while ~~within~~maintaining ~~our~~optimal ~~control~~financial flexibility. In terms of capital allocation, our goal is to: (i) invest in capital expenditures and ~~may~~R&D ~~therefore~~to ~~impact~~support our ~~ability~~organic togrowth ~~achieve~~over the ~~foregoing~~long ~~goals~~term; (ii) return capital to shareholders, primarily through share repurchases, on an opportunistic basis; and (iii) pursue potential targeted and strategic acquisitions, investments and partnerships as part of a disciplined capital allocation framework.

~~Balanced~~Historically, ~~Approach~~we tohave ~~Capital~~targeted ~~Allocation~~capital —expenditures Wein ~~are~~the ~~focused~~range onof ~~maintaining~~1.5% ato ~~strong~~2.0% ~~balance~~of ~~sheet,~~revenue ~~generating~~annually. ~~non-GAAP~~However, ~~free~~we ~~cash~~are flow*currently ~~and~~experiencing ~~balancing~~a ~~our~~period ~~debt~~of ~~and~~historically ~~capital~~strong ~~levels~~demand, ~~while~~particularly ~~maintaining~~with ~~optimal~~hyperscaler ~~financial~~customers ~~flexibility.~~in Inour ~~terms~~CCS ~~of capital allocation~~segment, ~~our~~which ~~goal~~we anticipate is likely to: ~~(i)~~continue. ~~return~~As ~~capital~~such, to ~~shareholders,~~support ~~primarily~~this ~~through~~anticipated ~~share~~growth ~~repurchases,~~in oncustomer ~~an opportunistic basis~~demand, ~~(ii)~~we ~~generally~~plan to invest ~~1.5%~~higher tolevels ~~2.0%~~ of ~~annual revenue in~~ capital expenditures toin ~~support~~2026 ~~our~~(approximately ~~organic~~$1 ~~growth~~billion ~~over~~or ~~the~~6% ~~long~~of ~~term,~~currently ~~and~~anticipated ~~(iii~~revenue) ~~pursue~~and ~~potential~~2027 ~~strategic acquisitions~~ as ~~part~~compared ofto aour ~~disciplined~~historical ~~capital allocation framework~~range.

The foregoing priorities and areas of intended focus constitute our objectives and goals, and are not intended to be projections or forecasts of future performance. Our future performance is subject to risks, uncertainties and other factors that could cause actual outcomes and results to differ materially from the goals and priorities described above.

†* ~~Segment~~Non-GAAP ~~performance~~adjusted isEPS, ~~evaluated~~non-GAAP adjusted operating margin (each a ratio based on ~~segment~~a ~~revenue~~non-GAAP financial measure), ~~segment~~and ~~income~~non-GAAP free cash flow are non-GAAP financial measures without standardized meanings, and ~~segment~~may ~~margin~~not ~~(segment~~be ~~income~~comparable asto asimilar ~~percentage~~measures presented by other companies. See "Non-GAAP Financial Measures" below for the definitions and uses of ~~segment~~these ~~revenue)~~non-GAAP financial measures, ~~each~~and a reconciliation of ~~which~~these isnon-GAAP ~~defined~~financial inmeasures ~~"Operating~~to ~~Results~~the —most ~~Segment~~directly-comparable ~~income~~financial ~~and~~measures ~~margin"~~determined ~~below~~under GAAP for specified periods. We do not provide reconciliations for forward-looking non-GAAP financial measures, as we are unable to reasonably estimate the items that we exclude from GAAP to calculate comparable non-GAAP measures without unreasonable effort.

* Non-GAAP adjusted EPS, non-GAAP adjusted operating margin (each a ratio based on a non-GAAP financial measure), and non-GAAP free cash flow are non-GAAP financial measures without standardized meanings, and may not be comparable to similar measures presented by other companies. See "Non-GAAP Financial Measures" below for the definitions and uses of these non-GAAP financial measures, and a reconciliation of these non-GAAP financial measures to the most directly-53

comparable financial measures determined under GAAP for specified periods. We do not provide reconciliations for forward-looking non-GAAP financial measures, as we are unable to reasonably estimate the items that we exclude from GAAP to calculate comparable non-GAAP measures without unreasonable effort.

** CAGR (compound annual growth rate), is calculated using the formula: (Ending Value / Beginning Value)^(1/number of years) -1.

Our Strategy

We remain committed to making the investments we believe are required to support our long-term objectives and to create shareholder value, while simultaneously managing our costs and resources to maximize our efficiency and productivity. Within both of our segments, we are focused on: increasing penetration in our end markets; diversifying our customer mix and product portfolios, including increasing customer engagement on design and development, engineering, and ~~after-market services (~~higher value-added services~~, including ITAM/ITAD)~~; and ~~diversifying~~enhancing our capabilities. ~~However,~~See ~~customer~~Item ~~demand~~1, ~~dynamics~~Business or— ~~the~~"Celestica's ~~costs~~Strategy" of ~~investments~~this ~~that~~Annual ~~we deem desirable may prevent us from achieving our diversification objectives. In addition~~Report, ~~the~~of ramping activities associated with investments that we do make may be significant and could negatively impact our margins in the short and medium term. To counteract these factors, we continue to invest in and deploy automation and digital factory solutions and capabilities throughout our network to improve quality and productivity. Our Celestica Operating System, which ~~standardizes~~this ~~best~~MD&A ~~practices~~forms ~~and~~a ~~processes across our network~~part, ~~continues~~for ~~to drive operational optimization and improved supply chain resiliency. Our recent productivity initiatives and related restructuring actions were also intended to~~ further ~~streamline our business and increase operational efficiencies~~detail.

As part of our growth efforts, we have recently undertaken investments geared towards capacity and capability expansions at our Thailand, Malaysia and ~~Richardson,~~ U.S. facilities in support of our growth in AI/ML and HPS programs. WeOur ~~also~~intended ~~established~~2026 ~~design~~capital ~~centers~~spending ofincludes ~~excellence~~investments in ~~Chennai, India, Penang, Malaysia (in proximity to~~ our ~~expanded Kulim, Malaysia~~ manufacturing ~~site)~~capacities and ~~Santa~~capabilities ~~Clara,~~in the U.S., ~~and Richardson~~Thailand, ~~U.S.~~Mexico toand ~~further~~Japan, ~~increase~~as ~~the~~well ~~breadth~~as additions of new HPS ~~offerings~~design ~~available~~centers toin ~~our~~the ~~customers~~U.S. and Taiwan.

As we expand our business, open new sites, or transfer business within our network to accommodate growth or achieve synergies and supply chain resilience, we may encounter difficulties that result in higher than expected costs associated with such activities. Potential difficulties related to such activities are described in Item 1A, Risk Factors, "We may encounter difficulties expanding or consolidating our operations or introducing new competencies or new offerings, which could adversely affect our operating results" of this Annual Report on Form 10-K, of which this MD&A forms a part. Any such difficulties could prevent us from realizing the anticipated benefits of growth in our business, including in new markets or technologies, which could materially adversely affect our business and operating results.

We may, at any time, be in discussions with respect to possible acquisitions or strategic transactions. There can be no assurance that any of these discussions will result in a definitive agreement and, if they do, what the terms or timing of any such agreement would be. There can also be no assurance that any acquisition or other strategic transaction will be successfully integrated or will generate the returns we expect. We may fund our acquisitions and other strategic transactions from cash on hand, third-party borrowings, the issuance of securities, or a combination thereof.

External Factors that May Impact our Business

External factors that could have a material and adverse impact on our industry and/or business include ~~government~~the ~~legislation~~long-term sustainability and growth of data center-related investments; technology changes (including AI-related technologies); energy, ~~regulations~~power, orand ~~policies,~~water constraints in the data center infrastructure; supplier or customer financial difficulties,; ~~fires~~global economic and ~~related disruptions,~~ political ~~instability, increased political~~ tension ~~between countries~~ (including increased tensions between the U.S. and other countries and between mainland China and Taiwan); ~~as well as threats of retaliatory action from other countries,~~ geopolitical ~~dynamics,~~uncertainty ~~terrorism,~~and ~~armed~~conflicts ~~conflict~~ (including the Russia/Ukraine conflict and the conflicts in the Middle East area); government legislation, regulations, or policies (~~Middle~~including ~~East~~with ~~Conflicts~~respect to tariffs and AI technology)),; fires and related disruptions; labor or social unrest, criminal activity, cybersecurity incidents, natural disasters and unusually adverse weather conditions (including those caused by climate ~~change), such as hurricanes, tornados, other extreme storms, wildfires, droughts~~ and ~~floods,~~weather-related ~~disease or illness or other widespread health concerns, pandemics, epidemics or outbreaks of illness that affects local, national or international economies, and other~~ risks). ~~present~~See inItem ~~the jurisdictions in which we~~1A, ~~our~~Risk ~~customers, our suppliers, and/or our logistics partners operate~~Factors. These ~~types of~~ events could disrupt operations or the economics of one or more of our sites or those of our customers, component suppliers and/or our logistics partners. ~~These events could also lead to higher costs or supply shortages~~ and may ~~disrupt~~materially ~~the~~negatively ~~delivery~~impact ~~of components to us, or~~ our ~~ability~~operating ~~to provide finished products or services to our~~ results.

57Recent investments in AI infrastructure by hyperscalers and other data center customers have increased demand for certain products in our CCS segment, including our HPS business. However, the long‑term trajectory of AI adoption and related data center deployment is uncertain and may be affected by a variety of factors outside our control, including rapid changes in technology and customer AI roadmaps; evolving regulatory developments (including export controls and other AI-related measures) that increase our customers’ costs or restrict their AI activities; constraints on specialized components and data center capacity; and the availability, timing, reliability and price of critical utilities. Adverse developments in any of these areas could cause our cloud-based and other service provider customers, including hyperscalers and OEM customers, to delay, reduce or cancel programs, which could adversely impact demand for our products and services, as well as our revenue growth and operating results. See Item 1A, Risk Factors "The future development and adoption of AI and the deployment of data center infrastructure are uncertain and depend on the availability and cost of critical inputs (including power and water), which could materially affect demand for our products and services and our operating results" of this Annual Report, of which this MD&A forms a part, for further detail.

customers in a manner that is economical to us and/or them, if at all, any of which could (and in the case of materials constraints, had in the past and may in the future) have a material negative impact on our operating results.

As some sub-tier suppliers providing raw materials, such as high-grade aluminum, are partially dependent on supply from Russia/Ukraine, we will continue to closely monitor the supply availability and price fluctuations of these raw materials. However, the impact of the current Russia/Ukraine conflict on our supply chain has not been significant to date. In addition, as certain of our suppliers are located in, and we source certain parts from the Middle East, we are closely monitoring the impact of the Middle East conflicts on our supply chain. We are in close contact with our suppliers and logistics providers in the area, and neither we nor they (to our knowledge) have experienced any significant impact to date.

Our operating costs have increased, and may continue to increase, as a result of the growth in inflation. Although we have been successful in offsetting the majority of our increased costs with increased pricing for our products and services to date, we cannot assure continued success in this regard, and unrecovered increased operating costs in future periods would adversely impact our margins. We cannot predict future trends in the rate of inflation or other negative economic factors or associated increases in our operating costs. Furthermore, our customers may choose to reduce their business with us if we increase our pricing. In addition, uncertainty in the global economy (including the severity and duration of global inflation and/or recession) and financial markets may impact current and future demand for our customers' products and services, and consequently, our operations. We continue to monitor the dynamics and impacts of the global economic and financial environment and work to manage our priorities, costs and resources to anticipate and prepare for any changes we deem necessary.

Governmental actions related to international trade agreements have increased (and could further increase) the cost to our U.S. customers who use our non-U.S. manufacturing sites and components, and vice versa, which may materially and adversely impact demand for our services, our results of operations or our financial condition. Changes in policies by the U.S. or other governments could negatively affect our operating results due to changes in duties, tariffs, or taxes, or limitations on currency or fund transfers, as well as government-imposed restrictions on producing certain products in, or shipping them to, specific countries, or as the result of other similar actions by other countries or citizens affected by such changes in policies. In prior periods, our Capital Equipment business and our CCS segment were negatively impacted by U.S. technology export controls with respect to China (which are intended, in part, to restrict China's ability to obtain advanced computing chips, develop and maintain supercomputers, and manufacture advanced semiconductors), and China's policy supporting its private sector businesses. We have increased the resilience of our global network to manage this dynamic. However, given the uncertainty regarding the scope and duration of these or further trade actions and whether trade tensions will escalate further, their impact on the demand for our services, our operations and results for future periods cannot be currently quantified, but may be material. We will continue to monitor the scope and duration of trade actions by the U.S. and other governments on our business.

Uncertainties resulting from government policies or legislation, and/or increased political tensions between countries, may adversely affect our business, results of operations and financial condition. In general, changes in social, political, regulatory and economic conditions or in laws and policies governing foreign trade, taxation, manufacturing, clean energy, the healthcare industry, AI and/or development and investment in the jurisdictions in which we, and/or our customers or suppliers operate, could materially adversely affect our business, results of operations and financial condition. See Item 1A, Risk Factors, "Our operations have been and could continue to be adversely affected by events outside our control" and "U.S. policies or legislation could have a material adverse effect on our business, results of operations and financial condition" of this Annual Report on Form 10-K, of which this MD&A forms a part, for further detail.

We rely on a variety of contracted or common carriers to transport raw materials and components from our suppliers to us, and to transport our products to our customers. The use of contracted or common carriers is subject to a number of risks, including increased costs due to rising energy prices and labor, vehicle and insurance costs, hijacking and theft resulting in lost shipments, delivery delays resulting from port congestion and labor shortages and/or strikes, and other factors beyond our control. Although we attempt to mitigate our liability for any losses resulting from these risks through the use of multiple carriers and modes of transport, as well as insurance, any costs or losses relating to shipping or shipping delays that cannot be mitigated, avoided or passed on to our customers could reduce our profitability, require us to manufacture replacement products or damage our relationships with our customers. Although we have incurred some increased shipping expenses and delays as a result of the Middle East Conflicts, such increases and delays have not been significant to date. However, there can be no assurance that this will continue to be the case.

If a key supplier (or any company within such supplier's supply chain) experiences financial or other difficulties, this may affect its ability to supply us with materials, components or services, which could halt or delay the production of a customer's products, and/or have a material adverse impact on our operations, financial results and customer relationships.

The pace of technological changes (including AI-related technologies) and the frequency of customer outsourcing or transferring business among EMS and/or ODM competitors, may impact our business, results of operations and/or financial condition. Data center deployments, which have numerous, specific infrastructure requirements, have influenced our revenue variability and may continue to impact our future demand.

We ~~rely~~anticipate onour IT2026 ~~networks~~capital ~~and~~expenditures ~~systems,~~to ~~including~~increase ~~those~~compared ofto ~~third-party~~2025. ~~service providers~~However, toour ~~process,~~capital ~~transmit~~investments ~~and~~may ~~store~~not ~~electronic~~proceed ~~information.~~as ~~In particular~~anticipated, or we ~~depend~~may onencounter ~~our~~delays ITin ~~infrastructure~~the ~~for~~timely acompletion ~~variety~~of construction and operationalization of ~~functions,~~new ~~including~~or ~~product~~expanded ~~manufacturing,~~assets ~~worldwide~~due ~~financial~~to ~~reporting~~various reasons such as issues with securing required materials, ~~inventory~~equipment, utilities and ~~other~~labor ~~data~~in ~~management~~a timely manner. We may also experience delays or challenges related to utility, ~~procurement~~power availability, ~~invoicing~~grid interconnection, supply chain constraints, and ~~email~~other ~~communications~~infrastructure or regulatory requirements. Any of these ~~systems~~factors could delay the realization of anticipated capacity, increase project costs, or result in assets that are ~~susceptible~~not tofully ~~outages~~operational ~~due~~when toexpected. ~~fire~~If demand, ~~floods~~mix, ~~power~~yield ~~loss~~or utilization differ from our expectations, ~~telecommunications~~or ~~failures~~if customer roadmaps change, ~~terrorist~~ramp ~~attacks~~milestones are delayed, ~~sabotage~~or expected volumes do not materialize, ~~cybersecurity~~added ~~threats~~capacity may be underutilized and ~~incidents~~returns on these investments may be lower than expected, and ~~similar~~our ~~events.~~financial ~~Although~~results wecould ~~have~~be ~~not~~adversely ~~been~~affected. ~~materially~~See ~~impacted~~Item 1A, Risk byFactors ~~computer~~"Increased ~~viruses,~~capital ~~malware,~~expenditures ~~ransomware,~~to ~~hacking~~expand ~~incidents~~capacity orto ~~outages,~~support weanticipated ~~have~~growth ~~been~~in ~~(and~~customer demand may innot ~~the~~proceed ~~future~~as ~~be)~~anticipated ~~the~~and ~~target~~may ofincrease ~~such~~our ~~events.~~fixed‑cost base,

Insufficient customer liquidity may result in significant delays in or defaults on payments owed to us. In addition, customer financial difficulties or changes in demand for our customers' products may result in order cancellations and higher than expected levels of inventory, which could have a material adverse impact on our operating results and working capital performance. We may not be able to return or resell this inventory, or we may be required to hold the inventory for an extended period of time, any of which may result in our having to record additional inventory reserves. We may also be unable to recover all of the amounts owed to us by a customer, including amounts to cover unused inventory or capital investments we incurred to support that customer's business. Our failure to collect amounts owed to us and/or the loss of one or more major customers could have a material adverse effect on our operating results, financial position and cash flows. See "Capital Resources — Financial instruments and financial risks" below for a discussion of customer credit risk reviews we conduct. No significant credit adjustments were recorded in 2024 or to date.54

Weconstrain ~~maintain~~liquidity ~~high levels of inventory to support the growth of our business (~~and inadversely ~~prior~~affect years in response to global supply chain constraints). We continue to work with certain of our customers to obtain cash deposits to alleviate the impact of inventory purchases on our cash flows. See Item 1A, Risk Factors, returns"~~Our~~ ~~products and services involve inventory risk"~~ of this Annual Report ~~on Form 10-K~~, of which this MD&A forms a part and Item 7, ~~for~~MD&A ~~further~~— ~~detail~~"Liquidity and Capital Resources."

~~Customer~~Governmental ~~decisions~~actions related to ~~shift~~international ~~production~~trade ~~between~~agreements ~~EMS~~have increased (and ~~ODM~~could ~~providers~~further increase) the cost to our U.S. customers who use our non-U.S. manufacturing sites and components, and vice versa, which may materially and adversely impact demand for our services, our results of operations or toour ~~change~~financial condition. Changes in policies by the ~~amount~~U.S. ofor ~~business~~other ~~they~~governments ~~outsource~~could negatively affect our operating results due to changes in duties, tariffs, or ~~the~~taxes, ~~concentration~~or limitations on currency or ~~location~~fund oftransfers, ~~their~~as ~~EMS~~well ~~suppliers~~as government-imposed restrictions on producing certain products in, or shipping them to, specific countries, or as the result of other similar actions by other countries or citizens affected by such changes in policies. Our Capital Equipment business and our CCS segment have ~~impacted~~been in prior periods and may continue to ~~impact~~be negatively impacted by U.S. technology/data export controls, ~~among~~including controls on cross-border technology/data access, with respect to China and other ~~items~~countries, and China's policy supporting its private sector businesses. We have increased the resilience of our ~~revenue~~global network to manage this dynamic. However, given the uncertainty regarding the scope and ~~margins~~duration of these or further trade actions and whether trade tensions will escalate further, their impact on the ~~need~~demand for our services, our operations and results for future ~~restructuring~~periods cannot be currently quantified, but may be material. We will continue to monitor the ~~level~~scope and duration of ~~capital~~trade ~~expenditures~~actions by the U.S. and other governments on our ~~cash~~business. See Item ~~flows~~1A, Risk Factors "Our ability to successfully manage unexpected changes or risks inherent in our global operations and supply chain may adversely impact our financial performance" and "U.S. policies or legislation could have a material adverse effect on our business, results of operations and financial condition" of this Annual Report, of which this MD&A forms a part, for further detail.

We depend (and expect to continue to depend) upon a small number of customers for a substantial portion of our revenue. Insufficient customer liquidity may result in significant delays in or defaults on payments owed to us. In addition, customer financial difficulties or changes in demand for our customers' products or services may result in order cancellations and higher than expected levels of inventory, which could have a material adverse impact on our operating results and working capital performance. We may not be able to return or resell this inventory, or we may be required to hold the inventory for an extended period of time, any of which may result in our having to record additional inventory reserves. We may also be unable to recover all of the amounts owed to us by a customer, including amounts to cover unused inventory or capital investments we incurred to support that customer's business. Our failure to collect amounts owed to us and/or the loss of one or more major customers could have a material adverse effect on our operating results, financial position and cash flows. See Item 7A, Quantitative and Qualitative Disclosures About Market Risk below for a discussion of customer credit risk reviews we conduct. See note 4 to our 2025 AFS for allowance for credit losses we recorded as of December 31, 2025 and December 31, 2024.

Summary of Key Operating Results and Financial Information

Our ~~2024~~2025 AFS have been prepared in accordance with GAAP and accounting policies we adopted in accordance with GAAP. Such consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly our financial position as at December 31, ~~2024~~2025 and ~~2023~~2024 and the operating results and cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025. Also see "Recently adopted accounting pronouncements" in note 2 to our ~~2024~~2025 AFS.

The following tables set forth certain key operating results and financial information for the periods indicated (in millions, except per share amounts and percentages):

5955

	Year ended December 31
	2024		2023		2022		% Change 2024 v. 2023		% Change 2023 v. 2022
	2025		2024		2023		% Change 2025 v. 2024		% Change 2024 v. 2023
Revenue	$	912,~~646~~390.09	$	79,~~961~~646.0	$	7,~~250~~961.0	2128	%	1021	%
Gross profit	1,~~033~~494.71		~~754.~~1,033.7		~~649~~754.71		3745	%	1637	%
Selling, general and administrative expenses (SG&A)	~~293~~259.59		~~303~~293.25		~~267~~303.32		(311)	%	13(3)	%
Restructuring and other charges, net of recoveries	1929.47		1219.14		612.71		6053	%	8160	%
Net earnings	~~428~~832.05		~~244~~428.40		~~180~~244.14		7595	%	3675	%
Diluted earnings per share	$	37.6116	$	23.0361	$	12.4603	7898	%	3978	%

	Year ended December 31
Segment revenue* as a percentage of total revenue:	~~2024~~2025		~~2023~~2024		~~2022~~2023
ATS revenue (% of total revenue)	3326	%	4233	%	4142	%
CCS revenue (% of total revenue)	6774	%	5867	%	5958	%

Year ended December 31

Segment income and segment margin*:

~~2024~~2025

~~2023~~2024

~~2022~~2023

Segment Margin

ATS segment

~~144~~169.1

45.63%

~~155~~144.01

4.76%

~~140~~155.30

4.7%

CCS segment

~~478~~757.59

78.42%

~~286~~478.65

67.24%

~~217~~286.6

56.12%

* Segment performance is evaluated based on segment revenue, segment income and segment margin ~~(segment income as a percentage of segment revenue)~~, each of which are defined in "Operating Results — Segment income and margin" below.

	December 312024		December 312023
	December 312025		December 312024
Cash and cash equivalents	$	~~423~~595.36	$	~~370~~423.43
Total assets	57,~~988~~213.21		5,~~890~~988.52
Borrowings under term loans(1)	~~741~~723.27		~~608~~741.92
Borrowings under revolving credit facility(2)	—		—

(1) ~~excluding~~Excludes unamortized debt issuance costs.

(2) ~~excluding~~Excludes ordinary course letters of credit (L/Cs).

	Year ended December 31
	2024		2023		2022
	2025		2024		2023
Cash provided by operating activities	$	~~473~~659.95	$	~~326~~473.29	$	~~211~~326.12
Common Share repurchase activities:
Aggregate cost (including transaction fees) of Common Shares repurchased for cancellation(1)	$	152.0	$	35.6	$	34.6
Aggregate cost (including transaction fees and excluding share buyback taxes) of Common Shares repurchased for cancellation(1)	$	150.7	$	152.0	$	35.6
Number of Common Shares repurchased for cancellation (in millions)(2)	31.23		23.62		32.46
Weighted average price per share for repurchases	$	47111.1527	$	1347.8315	$	1013.4583
Aggregate cost (including transaction fees) of Common Shares repurchased for delivery under SBC plans(3)	$	~~119~~221.6	$	82119.36	$	4482.93
Number of Common Shares repurchased for delivery under SBC plans (in millions)(4)	31.07		3.70		3.97

(1) For 2023, excludes an accrual of $2.7 million recorded at December 31, 2023 for the estimated contractual maximum number of permitted Common Share repurchases (Contractual Maximum Quantity) under an Automatic Share Purchase Plan (ASPP) entered into in December 2023~~; for 2024, excludes an accrual of $2~~.~~8 million at December 31, 2024 for share buyback taxes.~~

(2) Includes 0.57 million, 0.95 million and 20.59 million repurchases of Common Shares for cancellation under ASPPs in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

(3) For 2023, excludes an accrual of $7.5 million recorded at December 31, 2023 for the estimated Contractual Maximum Quantity under an ASPP entered into in September 2023 for delivery obligations under our SBC plans.

(4) Consists entirely of Common Share repurchases for SBC delivery obligations under ASPPs for such purpose through an independent broker.

Other performance indicators:

In addition to the key operating results and financial information described above, management reviews the following measures:

	Q4 2024	Q3 2024	Q2 2024	Q1 2024	Q4 2023	Q3 2023	Q2 2023	Q1 2023
	Q4 2025	Q3 2025	Q2 2025	Q1 2025	Q4 2024	Q3 2024	Q2 2024	Q1 2024
Cash cycle days:
Days in A/R	63	68	70	72	73	71	71	75
Days in accounts receivable (A/R)	73	71	71	75	72	65	60	66
Days in inventory	60	65	67	68	73	75	81	93
Days in inventory	73	75	81	93	104	113	123	129
Days in accounts payable (A/P)	(50)	(54)	(54)	(51)	(55)	(56)	(59)	(62)
Days in accounts payable (A/P)	(55)	(56)	(59)	(62)	(62)	(64)	(68)	(75)
Days in cash deposits*	(12)	(14)	(17)	(20)	(22)	(24)	(29)	(38)
Days in cash deposits*	(22)	(24)	(29)	(38)	(42)	(42)	(42)	(44)
Cash cycle days	61	65	66	69	69	66	64	68
Cash cycle days	69	66	64	68	72	72	73	76
Inventory turns	6.1x	5.6x	5.4x	5.4x	5.0x	4.9x	4.5x	3.9x
Inventory turns	5.0x	4.9x	4.5x	3.9x	3.5x	3.2x	3.0x	2.8x

* We receive cash deposits from certain of our customers primarily to help reduce risks related to excess and/or obsolete inventory. See "Customer cash deposits for inventory" in the table below.

	2024								2023
	2025								2024
(in millions)	December31		September 30		June 30		March 31		December31		September 30		June 30		March 31
A/R Sales	$	—	$	—	$	—	$	~~11.6~~—	$	—	$	~~66.5~~—	$	~~253.5~~—	$	~~282~~11.6
Supplier Financing Programs* (SFPs)	—		—		13.3		65.2		18.6		92.5		112.4		128.2
Supplier Financing Programs (SFPs)*	—		—		—		—		—		—		13.3		65.2
Total	$	—	$	—	$	~~13.3~~—	$	~~76.8~~—	$	~~18.6~~—	$	~~159.0~~—	$	~~365~~13.93	$	~~410~~76.8
Customer cash deposits for inventory	$	~~511~~407.61	$	~~521~~381.16	$	~~576~~396.46	$	~~719~~471.48	$	~~904~~511.86	$	~~874~~521.81	$	~~809~~576.74	$	~~810~~719.84

* Represents A/R sold to third party banks in connection with the uncommitted SFPs. ofIn 2025 and 2024, we participated in three ~~customers~~customer SFPs (one CCS segment customer and two ATS segment customers). In early February 2026, we terminated the SFP with our CCS segment customer.

The amounts we sell under our A/R sales program and the SFPs can vary from quarter to quarter (and within each quarter) depending on our working capital and other cash requirements, including by geography. See ~~charts~~the chart above and "~~Liquidity~~Capital ~~— Cash requirements — Financing Arrangements~~Resources" below.

Days in A/R is defined as the average A/R for the quarter divided by the average daily revenue (calculated as annualized quarterly revenue divided by 365 days). Days in inventory, days in A/P and days in cash deposits are calculated by dividing the average balance for each item for the quarter by the average daily cost of sales (calculated as annualized quarterly cost of sales divided by 365 days). Cash cycle days is defined as the sum of days in A/R and days in inventory minus the days in A/P and days in cash deposits. Inventory turns are determined by dividing 365 by the number of days in inventory. A lower number of days in A/R, days in inventory, and cash cycle days, and a higher number of days in A/P, days in cash deposits, and inventory turns generally reflect improved cash management performance.

Cash cycle days decreased by 3 days in Q4 2024 compared to Q4 2023. Days in A/R for Q4 2024 increased 1 day from Q4 2023 to 73 days, primarily due to higher average A/R in Q4 2024, largely offset by the impact of higher revenue in Q4 2024. Our average A/R balance in Q4 2024 increased compared to Q4 2023 primarily due to higher revenue in Q4 2024, as well as timing of revenue and collections. Days in inventory for Q4 2024 decreased 31 days from Q4 2023 to 73 days primarily due to lower average inventory levels and higher cost of sales in Q4 2024 compared to Q4 2023. Lower average inventory levels in Q4 2024 compared to Q4 2023 were due to the alleviation of supply chain constraints, as well as the utilization of inventory in production in response to customer demand. Higher cost of sales in Q4 2024 compared to Q4 2023 was due to our business growth. Days in A/P decreased 7 days from Q4 2023 to 55 days in Q4 2024 primarily due to higher cost of sales in Q4 2024 compared to Q4 2023. Days in cash deposits decreased 20 days from Q4 2023 to 22 days in Q4 2024 primarily due to higher costs of sales and lower average cash deposits in Q4 2024 compared to Q4 2023. We received cash deposits from certain customers to help alleviate the impact of inventory purchases on our cash flows (see chart above). Our customer cash deposit balance fluctuates depending on the levels of inventory we have been asked to procure by certain customers (to secure supply

for future demand), or as we utilize the inventory in production. The decrease in average cash deposits in Q4 2024 compared to Q4 2023 were consistent with the decrease of average inventory levels.

Cash cycle days increased 3 days in Q4 2024 compared to Q3 2024. Days in A/R for Q4 2024 increased 2 days sequentially primarily due to higher average A/R balances in Q4 2024 compared to Q3 2024, partially offset by the effect of higher revenue in Q4 2024. Our average A/R balance in Q4 2024 increased compared to Q3 2024 due to higher revenue in Q4 2024, as well as timing of revenue and collections. Days in inventory for Q4 2024 decreased 2 days sequentially primarily due to lower average inventory levels in Q4 2024. Average inventory levels decreased in Q4 2024 compared to Q3 2024 due to utilization of inventory in production in response to customer demand. Days in A/P for Q4 2024 decreased 1 day sequentially primarily due to lower average A/P in Q4 2024 compared to Q3 2024 (driven by timing of payments). Days in cash deposits for Q4 2024 decreased 2 days primarily due to lower average cash deposits. The sequential decrease in average cash deposits were consistent with the sequential decrease of average inventory levels.

We believe that cash cycle days (and the components thereof) and inventory turns are useful measures in providing investors with information regarding our cash management performance and are accepted measures of working capital management efficiency in our industry.

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies, the reported amounts of assets, liabilities, revenue and expenses, and related disclosures with respect to contingent assets and liabilities. We base our judgments, estimates and assumptions on current facts, historical experience and various other factors that we believe are reasonable under the circumstances. The economic environment also impacts certain estimates and discount rates necessary to prepare our consolidated financial statements, including significant estimates and discount rates applicable to the determination of the fair value used in the impairment testing of our non-financial assets. Our assessment of these factors forms the basis for our judgments on the carrying values of our assets and liabilities, and the accrual of our costs and expenses. Actual results could differ materially from our estimates and assumptions. We review our estimates and underlying assumptions on an ongoing basis and make revisions as determined necessary by management. Revisions are recognized in the period in which the estimates are revised and may also impact future periods.

Our review of the estimates, judgments and assumptions used in the preparation of our 2024 AFS included those relating to, among others: our determination of the timing of revenue recognition, the determination of whether indicators of impairment existed for our assets and reporting units, our measurement of deferred tax assets and liabilities, our estimated inventory write-downs and expected credit losses, customer creditworthiness, and the determination of the fair value of assets acquired, liabilities assumed and contingent consideration in connection with a business combination. Any revisions to estimates, judgments or assumptions may result in, among other things, impairments of our assets or reporting units, any of which could have a material impact on our financial performance and financial condition. 57

~~Significant~~assumptions ~~accounting~~on ~~policies~~current facts, historical experience and ~~methods~~various ~~used~~other infactors that we believe are reasonable under the ~~preparation~~circumstances. ofThe economic environment also impacts certain estimates and discount rates necessary to prepare our consolidated financial statements, ~~are~~including ~~described~~significant inestimates ~~note~~and 2discount rates applicable to the determination of the fair value used in the impairment testing of our ~~2024~~non-financial ~~AFS~~assets. ~~The~~Our ~~following~~assessment isof athese ~~discussion~~factors offorms ~~accounting~~the ~~estimates~~basis ~~which~~for ~~management~~our ~~considers~~judgments toon bethe ~~"critical~~carrying values of our assets and liabilities," ~~defined~~and asthe ~~accounting~~accrual of our costs and expenses. Actual results could differ materially from our estimates ~~made~~and inassumptions. ~~accordance~~We ~~with~~review ~~GAAP~~our ~~that~~estimates ~~involve~~and aunderlying ~~significant~~assumptions ~~level~~on ofan ~~estimation~~ongoing ~~uncertainty,~~basis and ~~have~~make ~~had,~~revisions oras ~~are~~determined ~~reasonably~~necessary ~~likely~~by tomanagement. ~~have,~~Revisions aare ~~material~~recognized ~~impact~~in onthe period in which the ~~Company's~~estimates ~~financial~~are ~~condition~~revised orand ~~results~~may ofalso ~~operations~~impact future periods.

OnOur ~~February~~review 1of the estimates, judgments and assumptions used in the preparation of our 2025 AFS included those relating to, ~~the~~among ~~President~~others: our determination of the ~~United~~timing ~~States~~of ~~issued~~revenue ~~three~~recognition, ~~executive~~the ~~orders~~determination ~~directing~~of ~~the~~whether ~~U.S.~~indicators toof ~~impose~~impairment ~~new~~existed ~~tariffs~~for onour ~~imports~~assets ~~originating~~and ~~from~~reporting ~~Canada~~units, ~~Mexico~~our measurement of deferred tax assets and ~~China.~~liabilities, Onour ~~February~~estimated 3inventory write-downs and expected credit losses, ~~2025~~customer creditworthiness, and the ~~U.S.~~determination ~~announced~~of ~~that~~ the ~~implementation~~fair value of ~~tariffs~~assets onacquired, ~~Canada~~liabilities assumed and ~~Mexico~~contingent ~~would~~consideration bein ~~paused~~connection ~~for~~with 30a ~~days~~business combination. ~~Our~~Any ~~review~~revisions ofto ~~the~~ estimates, judgments ~~and~~or assumptions ~~also~~may ~~included~~result ~~consideration~~in, ofamong ~~the~~other ~~potential~~things, ~~impacts~~write-downs, ofaccelerated ~~these~~depreciation ~~tariffs~~or amortization, ~~including~~or ~~with~~impairments ~~respect~~of toour ~~the~~assets ~~determination~~or ofreporting ~~whether~~units, ~~indicators~~any of ~~impairment~~which ~~existed~~could ~~for~~have a material impact on our ~~reporting~~financial ~~units~~performance and financial condition.

~~Key~~Due ~~sources~~to ofglobal ~~estimation~~economic ~~uncertainty~~conditions, ~~and~~including ~~judgment:~~the Weimpact ~~have~~of ~~applied~~ongoing ~~significant~~trade ~~estimates~~conflicts, ~~judgments~~tariffs and ~~assumptions~~geopolitical inconflicts, ~~the~~there ~~following~~has ~~areas~~been ~~which~~and we ~~believe~~expect ~~could~~there ~~have~~will acontinue ~~significant~~to ~~impact~~be onuncertainty ~~our~~in ~~reported~~the ~~results~~global ~~and~~economy. ~~financial~~Management ~~position:~~has ~~our~~made ~~determination~~estimates ofand ~~the~~assumptions ~~timing~~based ofon ~~revenue~~information ~~recognition;~~available ~~whether~~as ~~events~~of orFebruary 27, ~~changes~~2026, intaking ~~circumstances~~into ~~are~~consideration ~~indicators~~certain ~~that~~possible animpacts ~~impairment~~due ~~review~~to ofthe ~~our~~foregoing ~~assets~~factors. orThese ~~reporting~~estimates ~~units~~may ~~should~~change, beas ~~conducted;~~new ~~the~~events ~~measurement~~occur, ofand ~~our~~additional ~~reporting~~information ~~units'~~is ~~fair value~~ obtained.

62Significant accounting policies and methods used in the preparation of our consolidated financial statements are described in note 2 to our 2025 AFS. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

using market participant assumptions, which includes estimating future growth, profitability, and discount and terminal growth rates; and the allocation of the purchase price and other valuations related to our business acquisitions.

Revenue recognition:

Where products are custom-made to meet a customer's specific requirements, and such customer is obligated to compensate us for the work performed to date, we recognize revenue over time as production progresses to completion, or as services are rendered. We generally estimate revenue for our work in progress based on costs incurred to date plus a reasonable profit margin for eligible products for which we do not have alternative uses. We apply significant estimates, judgment and assumptions in interpreting our customer contracts, determining the timing of revenue recognition and measuring work in progress.

Impairment of goodwill:

For purposes of impairment testing, we allocate goodwill to a reporting unit, which is an operating segment or one level below an operating segment (component), that we expect will benefit from the related acquisition. Goodwill is tested for impairment onannually anduring ~~annual~~the ~~basis~~fourth quarter of each year (Annual Impairment Assessment) and whenever events and changes in circumstances suggest that the carrying amount may be impaired. AWe ~~qualitative~~may ~~assessment~~elect isto ~~allowed~~perform a qualitative assessment to determine ifwhether goodwill is potentially impaired. ~~Based~~If, based on this qualitative assessment, if we determine that it is not more likely than not that the reporting unit’s fair value isexceeds ~~less than~~ its carrying value (including goodwill), ~~then~~or if we elect not to perform a ~~quantitative~~qualitative assessment, ~~otherwise~~then nowe ~~further~~perform ~~analysis~~a isquantitative ~~required~~assessment.

Recoverability of goodwill is measured at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit, which is typically measured using a discounted cash flow ~~analysis~~analyses. ~~Certain~~Such ofanalyses ~~these approaches~~ use significant unobservable inputs and require management to make various judgmental assumptions about revenue growth rates, operating margins, and discount rates. If the carrying amount of any reporting unit exceeds its fair value, we will record an impairment loss based on the difference. The impairment loss will be limited to the amount of goodwill allocated to that reporting unit. We do not reverse impairment losses in future periods.

We did not identify any triggering events during 2025, 2024 and 2023 indicating that the carrying amount of our goodwill may not be recoverable. No impairments to our goodwill were recorded as a result of our 2025, 2024 and 2023 Annual Impairment Assessments. See note 8 to our 2025 AFS for the allocation of goodwill to our reportable segments.

Impairment of long-lived assets:

Long-lived assets, including property, plant and equipment ~~(PP&E)~~, operating lease right-of-use (ROU) assets and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (asset group). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying amount of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying amount of the asset group. Fair value may be determined using a market approach or income approach and is based on management’s assumptions, including future revenue and cash flow projections. We do not reverse impairment losses in future periods.

Business combinations:

We use judgment to determine the estimates used to value identifiable assets acquired, liabilities assumed, and the fair value of contingent consideration and other potential obligations, if applicable, at the acquisition date. We may engage third parties to determine the fair value of certain inventory, ~~PP&E~~property, plant and equipment and intangible assets. We use estimates to determine cash flow projections, including the period of expected future benefit, future growth and discount rates, among other factors, to value intangible assets and contingent consideration. The fair value of acquired tangible assets are measured by applying the market, cost or replacement cost, or income approach (using discounted cash flows and forecasts prepared by management), as appropriate. The fair value of acquired intangible assets are measured by applying the income approach using a discounted cash flow model and forecasts based on management's estimates and assumptions.

Operating Results

Our product and service volumes, revenue and annual and quarterly operating results are affected by, among other factors: the level and timing of customer orders; our customer and business mix and the types of products or services we provide; the rate at which, the costs associated with, and the execution of, new program ramps; demand volumes; price competition and other competitive factors; the mix of manufacturing or service value-add; manufacturing capacity, utilization and efficiency; the degree of automation used in the assembly process; the availability of components or labor; the location of qualified personnel; costs and inefficiencies of transferring programs between sites; program completions or losses, or customer disengagements and the timing and the margin of follow-on business or any replacement business; the impact of foreign exchange fluctuations; the performance of third-party providers; our ability to manage inventory, production location and equipment effectively; our ability to manage changing labor, component, energy and transportation costs effectively; fluctuations in variable compensation costs; the timing of our expenditures in anticipation of forecasted sales levels; and the timing of any acquisitions and related integration costs. Significant period-to-period variations can also result from the timing of new programs reaching full production or programs reaching end-of-life, the timing of follow-on or next generation programs and/or the timing of existing programs being fully or partially transferred internally or to a competitor. See "Overview — Industry Overview" and "Recent Developments" above for a discussion of the impact of recent market conditions on our segments and businesses.

and efficiency; the degree of automation used in the assembly process; the availability of components or labor; the location of qualified personnel; costs and inefficiencies of transferring programs between sites; program completions or losses, or customer disengagements and the timing and the margin of follow-on business or any replacement business; the impact of foreign exchange fluctuations; the performance of third-party providers; our ability to manage inventory, production location and equipment effectively; our ability to manage changing labor, component, energy and transportation costs effectively; fluctuations in variable compensation costs; the timing of our expenditures in anticipation of forecasted sales levels; and the timing of any acquisitions and related integration costs. Significant period-to-period variations can also result from the timing of new programs reaching full production or programs reaching end-of-life, the timing of follow-on or next generation programs and/or the timing of existing programs being fully or partially transferred internally or to a competitor. See "Overview — Overview of business environment" and "Recent Developments" above for a discussion of the impact of recent market conditions on our segments and businesses.

Operating results expressed as a percentage of revenue:

	Year ended December 31
	2024		2023		2022
Revenue	100.0	%	100.0	%	100.0	%
Cost of sales	89.3		90.5		91.0
Gross profit	10.7		9.5		9.0
SG&A	3.0		3.8		3.7
R&D	0.8		0.8		0.6
Amortization of intangible assets	0.5		0.5		0.6
Restructuring and other charges, net of recoveries	0.2		0.2		0.1
Earnings from operations	6.2		4.2		4.0
Finance Costs	0.5		1.0		0.7
Miscellaneous Expense (Income)	0.2		(0.6)		—
Earnings before income taxes	5.5		3.8		3.3
Income tax expense	1.1		0.7		0.8
Net earnings	4.4	%	3.1	%	2.5	%

Revenue:

Revenue of $912.64 billion for ~~2024~~2025 increased 2128% compared to ~~2023~~2024. Revenue of $89.06 billion for ~~2023~~2024 increased 1021% compared to ~~2022~~2023.

	Year ended December 31
	2024				2023				2022
			% of total				% of total				% of total
ATS segment revenue	$	3,155.5	33	%	$	3,319.8	42	%	$	2,979.0	41	%
CCS segment revenue
Communications	$	3,946.7	41	%	$	2,675.6	33	%	$	2,865.0	40	%
Enterprise	2,543.8		26	%	1,965.6		25	%	1,406.0		19	%
	$	6,490.5	67	%	$	4,641.2	58	%	$	4,271.0	59	%
Total revenue	$	9,646.0	100	%	$	7,961.0	100	%	$	7,250.0	100	%

The following table sets forth segment revenue information (in millions, except percentages) for the periods indicated:

ATS segment revenue for 2024 decreased $164.3 million (5%) compared to 2023, driven by the anticipated demand softness in our Industrial business, partially offset by strength in our A&D and Capital Equipment businesses.


	Year ended December 31
	2025				2024				2023
			% of total				% of total				% of total
ATS segment revenue	$	3,202.4	26	%	$	3,155.5	33	%	$	3,319.8	42	%
CCS segment revenue
Communications	$	7,126.4	57	%	$	3,946.7	41	%	$	2,675.6	33	%
Enterprise	2,062.1		17	%	2,543.8		26	%	1,965.6		25	%
	$	9,188.5	74	%	$	6,490.5	67	%	$	4,641.2	58	%

Total revenue	$	12,390.9	100	%	$	9,646.0	100	%	$	7,961.0	100	%

ATS segment revenue for ~~2023~~2025 increased $~~340~~46.89 million (111%) compared to ~~2022~~2024, ~~driven~~as by the ~~ramping~~growth offrom ~~new~~our ~~programs~~Capital inEquipment ~~our~~and Industrial ~~business~~businesses ~~(29%~~was ~~revenue~~largely ~~increase),~~offset ~~improving~~by ~~demand~~the revenue decrease in our A&D business ~~(32% revenue increase)~~ .

64ATS segment revenue for 2024 decreased $164.3 million (5%) compared to 2023, driven by the demand softness in our Industrial business, partially offset by strength in our A&D and Capital Equipment businesses.

~~and~~CCS ~~solid~~segment ~~growth~~revenue infor ~~our~~2025 ~~HealthTech~~increased ~~business~~$2,698.0 million (1642%) compared to 2024. Communications end market revenue ~~increase)~~for 2025 increased $3,179.7 ~~partially~~million ~~offset~~(81%) compared to 2024, driven by data center networking demand, ~~softness~~including the ramping of our switch programs. HPS revenue for 2025 increased 81% (to $5.0 billion) compared to 2024, and accounted for 41% of our total 2025 revenue (compared to 29% of our total 2024 revenue), driven by accelerating volumes in our ~~Capital~~ramping ~~Equipment~~networking ~~business~~switch programs with hyperscaler customers. Enterprise end market revenue for 2025 decreased $481.7 million (19%) compared to 2024, driven by the technology transition in an AI/ML compute program with one of our hyperscaler customers.

CCS segment revenue for 2024 increased $1,849.3 million (40%) compared to 2023. Communications end market revenue for 2024 increased $1,271.1 million (48%) compared to 2023 driven by increased demand for HPS networking products from hyperscaler customers. HPS revenue for 2024 increased 63% (to $2.8 billion) compared to 2023, and accounted for 29% of our total 2024 revenue (compared to 21% of our total 2023 revenue), driven by strong demand for networking products from hyperscaler customers. Enterprise end market revenue for 2024 increased $578.2 million (29%) compared to 2023, driven primarily by stronger demand in our storage business and stronger demand for compute products from our hyperscaler customers.

~~CCS~~We ~~segment~~depend ~~revenue~~on ~~for~~a ~~2023~~small ~~increased~~number ~~$370.2 million~~of ~~(9%)~~customers ~~compared~~for toa ~~2022,~~substantial ~~driven~~portion byof ~~growth in~~ our ~~Enterprise~~revenue. ~~end~~In ~~market~~the aggregate, ~~offset~~our intop ~~part~~10 customers byrepresented ~~the~~79% ~~anticipated~~of ~~demand~~total ~~softness~~revenue infor ~~our~~2025, ~~Communications~~73% ~~end~~for ~~market.~~2024 ~~Communications~~and ~~end~~64% ~~market revenue~~ for 2023 ~~decreased $189~~.4 ~~million~~Three customers (~~7%)~~all ~~compared~~in toour ~~2022~~CCS ~~driven~~segment) byindividually ~~anticipated~~represented ~~demand~~10% ~~softness~~or ~~and~~more ~~strong~~of ~~comparative~~total revenue in ~~2022.~~2025 ~~Enterprise~~(32%, ~~end~~14%, ~~market~~and ~~revenue for 2023 increased $559.6 million (40~~12%). ~~compared~~Two tocustomers ~~2022,~~(both ~~driven~~in byour ~~strong~~CCS ~~demand~~segment) ~~for~~individually ~~AI/ML~~represented ~~compute~~10% ~~from~~or ~~our~~more ~~hyperscaler~~of ~~customers.~~total ~~HPS~~ revenue ~~for~~in ~~2023~~2024 ~~decreased 7~~(28% ~~(to~~and ~~$1.7 billion~~11%). ~~compared~~One tocustomer ~~2022,~~(in ~~and accounted for 21% of~~ our ~~total~~CCS ~~2023~~segment) ~~revenue~~individually ~~(compared~~represented ~~to 25~~10% ofor ~~our~~more of total ~~2022~~ revenue), ~~due to strong comparative revenue~~ in ~~2022~~2023 (22%).

We depend on a small number of customers for a substantial portion of our revenue. In the aggregate, our top 10 customers represented 73% of total revenue for 2024, 64% for 2023 and 66% for 2022. Two customers individually represented 10% or more of total revenue in 2024 (28% and 11%). One customer individually represented 10% or more of total revenue in 2023 (22%). Two customers individually represented 10% or more of total revenue in 2022 (11% for each customer).

We generally enter into master supply agreements with our customers that provide the framework for our overall relationship, although such agreements do not typically guarantee a particular level of business or fixed pricing. Instead, we bid on a program-by-program basis and receive customer purchase orders for specific quantities and timing of products. We cannot assure that our current customers will continue to award us with follow-on or new business. Customers may also cancel contracts, and volume levels can be changed or delayed, any of which could have a material adverse impact on our results of operations, working capital performance (including requiring us to carry higher than expected levels of inventory, particularly in a supply-constrained environment, to enable us to meet demand requirements), and result in lower asset utilization and lower margins. We cannot assure the replacement of completed, delayed, cancelled or reduced orders, or that our current customers will continue to utilize our services, or renew their long-term manufacturing or services contracts with us on acceptable terms or at all. In addition, in any given quarter, we can experience quality and process variances related to materials, testing or other manufacturing or supply chain activities. Although we are successful in resolving the majority of these issues, the existence of these variances could have a material adverse impact on the demand for our services in future periods from any affected customers. Further, some of our customer agreements require us to provide specific price reductions to our customers over the term of the contracts, which has had, and may continue to have a significant impact on our revenues and margins. Continuing market shifts to disaggregated solutions and open hardware platforms are adversely impacting demand from our traditional OEM Communications customers, but favorably impacting our service provider customers and our HPS business. There can be no assurance that revenue from any of our major customers will continue at historical levels or will not decrease in absolute terms or as a percentage of total revenue. A significant revenue decrease or pricing pressures from these or other customers, or a loss of a major customer or program, could have a material adverse impact on our business, our operating results and our financial position.

Gross profit:

The following table shows gross profit and gross margin (gross profit as a percentage of total revenue) for the periods indicated:

	Year ended December 31
	2024			2023			2022
	2025			2024			2023
Gross profit (in millions)	$	1,~~033~~494.71		$	~~754.~~1,033.7		$	~~649~~754.71
Gross margin	1012.71		%	910.57		%	9.05		%

Gross profit ~~for~~increased ~~2024~~by ~~increased~~45% or $~~279~~460.64 million ~~(37%)~~to $1,494.1 million in 2025 compared to ~~2023~~2024, primarily due to our strong revenue growth. Gross margin increased to 1012.71% in ~~2024~~2025 from 910.57% in ~~2023~~2024, ~~primarily~~ driven by stronger productivity, improved operating leverage and ~~production~~more ~~efficiencies~~favorable ~~in our CCS segment~~mix. Gross profit ~~for~~increase ~~2024~~in 2025 was also ~~included~~driven by $3969.67 million in higher favorable ~~total return swap~~ fair value adjustments (TRS FVAs) ~~compared~~related to ~~nil~~our ~~for~~total ~~2023.~~return ~~TRS~~swap ~~FVAs~~agreement ~~for 2023 was recorded in Miscellaneous Expense~~ (~~Income~~TRS Agreement) (~~defined~~$109.3 inmillion ~~"Non-GAAP~~gain ~~Financial Measures" below).~~

Gross profit for 2023 increased $104.4 million (16%) compared to 2022, primarily due to the revenue growth in both segments, partially offset by the effect of higher inventory write-downs in 2023 ($59.9 million) compared to 2022 ($32.1 million). Increases in inventory write-downs in 2023 compared to 2022 resulted from reduced demand for certain aged inventory. Gross margin increased to 9.5% in 2023 from 9.0% in 2022, primarily driven by volume leverage in both segments, improved mix and production efficiencies. 60

~~Certain~~in ~~of our customer agreements require us to provide specific price reductions over the contract term~~2025, ~~which~~compared ~~has significantly impacted revenue and margins. This adverse impact is expected~~ to ~~continue~~$39.6 Inmillion ~~general, multiple factors can cause gross margin to fluctuate from period to period including, among others: volume and mix of products or services; higher/lower revenue concentration~~ in lower gross margin products and businesses; pricing pressures; contract terms and conditions; production management; utilization of manufacturing capacity; changing material and labor costs, including variable labor costs associated with direct manufacturing employees and other costs that we cannot recover from our customers; manufacturing and transportation costs; start-up and ramp-up activities; new product introductions; disruption in production at individual sites, including as a result of program transfers; cost structures at individual sites; foreign exchange volatility; and the availability of components and materials2024). ~~Order~~See ~~cancellations~~"Liquidity ~~and~~— ~~delays~~Cash ~~could~~requirements ~~also~~— ~~lower~~TRS" ~~our~~below asset utilization, resulting in lower margins. Significant period-to-period changes in margins can also occur if new program wins or follow-on business are more competitively priced than past programs. In addition, customers from time to time shift programs to us from other service providers, including some for ~~lower~~a ~~complexity,~~description ~~light touch programs that are aggressively priced, which can adversely impact future operating results. Our gross profit and SG&A expenses (discussed below) are also impacted by the level~~ of ~~variable compensation expense (including awards under~~ our ~~incentive~~TRS ~~and SBC plans) we record in each period~~Agreement.

Gross profit increased by 37% or $279.6 million to $1,033.7 million in 2024 compared to 2023, primarily due to our strong revenue growth. Gross margin increased to 10.7% in 2024 from 9.5% in 2023, primarily driven by operating leverage and production efficiencies in our CCS segment. Gross profit for 2024 was also favorably impacted by TRS FVAs ($39.6 million gain in 2024, compared to nil in 2023). TRS FVAs for 2023 was recorded in Miscellaneous Expense (Income) (defined in "Non-GAAP Financial Measures" below).

SG&A:

SG&A for ~~2024~~2025 of $~~293~~259.59 million (32.01% of total revenue) decreased $933.76 million compared to $~~303~~293.25 million (3.80% of total revenue) for ~~2023. The decrease in SG&A for~~ 2024, ~~compared to 2023 was~~ primarily due to ~~the~~ $5192.43 million in higher favorable TRS FVAs ~~related~~($143.7 tomillion ~~our~~gain ~~total~~in ~~return~~2025, ~~swap~~compared ~~agreement~~to ~~(TRS~~$51.4 ~~Agreement)~~million ~~recorded~~gain in 2024), partially offset by higher variable compensation, $14.1 million in higher foreign exchange losses, and ~~variable~~$15.4 ~~spend~~million in higher expected credit losses in 2025 compared to 2024.

SG&A for ~~2023~~2024 of $~~303~~293.25 million (3.80% of total revenue) ~~increased~~decreased $~~35.~~9.7 million compared to $~~267~~303.32 million (3.78% of total revenue) for ~~2022~~2023, primarily due to ~~higher~~the ~~variable~~$51.4 ~~compensation~~million ~~and~~favorable ~~higher~~TRS ~~foreign~~FVAs ~~exchange~~recorded ~~losses~~ in ~~2023 compared to 2022~~2024, aslargely ~~well~~offset asby anhigher ~~audit~~variable ~~settlement~~compensation ~~recorded~~and invariable ~~2023 of certain historical value-added tax filings for one of our subsidiaries in Asia~~spend.

Segment income and margin:

Segment performance is evaluated based on segment revenue (set forth above), segment income and segment margin (segment income as a percentage of segment revenue). See "Summary of Key Operating Results and Financial Information" above for a table showing segment income and segment margin. Revenue is attributed to the segment in which the product is manufactured or the service is performed. Segment income is defined as a segment's revenue less its cost of sales and its allocatable portion of SG&A and R&D expenses (collectively, Segment Costs). Identifiable Segment Costs are allocated directly to the applicable segment while other Segment Costs, including indirect costs and certain corporate charges, are allocated to our segments based on an analysis of the relative usage or benefit derived by each segment from such costs. Segment income excludes employee SBC expense, amortization of intangible assets (excluding computer software), Restructuring and Other charges (Recoveries), TRS FVAs related to our TRS Agreement, Miscellaneous Expense (Income) and transitional hedge reclassifications and adjustments related to foreign currency forward contracts (FCC Transitional ADJ) (each defined in "Non-GAAP Financial Measures" below), as well as finance costs, as these costs, charges/recoveries and adjustments are managed and reviewed by our chief executive officer at the company level. See the reconciliation of segment income to our earnings before income taxes in note 21 to the 2025 AFS. Our segments do not record inter-segment revenue. Although segment income and segment margin are used to evaluate the performance of our segments, we may incur operating costs in one segment that may also benefit the other segment. Our accounting policies for segment reporting are the same as those applied to the Company as a whole.

66ATS segment income increased $25.0 million (17%) in 2025 compared to 2024 and ATS segment margin increased to 5.3% from 4.6% in 2024, primarily driven by improved profitability in our A&D business, aided by the discontinuation of the margin dilutive program.

~~directly~~ATS ~~to the applicable~~ segment ~~while~~income ~~other~~decreased ~~Segment Costs, including indirect costs and certain corporate charges, are allocated to our segments based on an analysis of the relative usage or benefit derived by each segment from such costs~~$10.9 ~~Segment~~million ~~income excludes employee SBC expense, amortization of intangible assets~~ (~~excluding computer software~~7%), ~~Restructuring~~in ~~and~~2024 ~~Other~~compared ~~charges (Recoveries), TRS FVAs related~~ to ~~our TRS Agreement~~2023, ~~Miscellaneous~~due ~~Expense~~primarily ~~(Income) and transitional hedge reclassifications and adjustments related~~ to ~~foreign~~the ~~currency~~ATS ~~forward~~revenue ~~exchange~~decrease ~~contracts (FCC Transitional ADJ) (each defined~~ in "Non-GAAP Financial Measures" below), as well as finance costs, as these costs, charges/recoveries and adjustments are managed and reviewed by our chief executive officer at the company level. See the reconciliation of segment income to our earnings before income taxes for 2022 — 2024 incompared ~~note 22~~ to ~~the 2024 AFS~~2023. ~~Our~~ATS ~~segments do not record inter-~~segment ~~revenue. Although segment income and segment~~ margin ~~are~~decreased ~~used~~ to ~~evaluate~~4.6% ~~the~~from ~~performance~~4.7% ofin ~~our segments~~2023, weprimarily ~~may~~driven ~~incur~~by ~~operating~~a ~~costs~~reduction in ~~one~~operating ~~segment~~leverage ~~that~~in ~~may~~our ~~also~~Industrial ~~benefit~~business, ~~the~~partially ~~other~~offset ~~segment.~~by ~~Our~~improved ~~accounting~~profitability ~~policies~~in ~~for~~our ~~segment~~Capital ~~reporting~~Equipment ~~are~~and ~~the~~A&D ~~same as those applied to the Company as a whole~~businesses.

~~ATS~~CCS segment income ~~for~~increased ~~2024 decreased~~ $10279.94 million (758%) in 2025 compared to ~~2023~~2024, ~~due~~as ~~primarily~~a toresult ~~ATS~~of the CCS revenue ~~decrease~~increase in ~~2024~~2025 compared to ~~2023~~2024. ~~ATS~~CCS segment margin ~~decreased~~increased to 48.62% in 2025 from 4.7.4% in ~~2023~~2024, ~~primarily~~ driven by ~~a reduction in operating leverage in our Industrial business, partially offset by~~ improved ~~profitability~~mix ~~in our Capital Equipment~~ and ~~A&D~~operating ~~businesses~~leverage.

~~ATS~~CCS segment income ~~for 2023~~ increased $14191.79 million (1067%) in 2024 compared to ~~2022~~2023, ~~due~~as ~~primarily~~a toresult ~~ATS~~of the CCS revenue increase in ~~2023~~2024 compared to ~~2022~~2023. ~~ATS~~CCS segment margin ~~remained~~increased ~~flat~~to ~~at 4.~~7.4% in ~~2023~~2024 ~~compared~~from to6.2% ~~2022 as the benefits of operating leverage and program ramps~~ in ~~our~~2023, ~~Industrial~~primarily ~~business~~driven ~~were offset~~ by ~~softness~~greater inoperating ~~our~~leverage, ~~Capital~~as ~~Equipment~~well ~~business.~~as ~~Both~~improved ~~ATS segment income and segment margin were also negatively impacted by the higher inventory write-downs in 2023 compared to 2022 noted above~~mix.

CCS segment income for 2024 increased $191.9 million (67%) compared to 2023 as a result of the revenue increase described above. CCS segment margin increased to 7.4% in 2024 from 6.2% in 2023, primarily driven by greater operating leverage, as well as improved mix.61

CCS segment income for 2023 increased $69.0 million (32%) compared to 2022 as a result of the revenue increase described above. CCS segment margin increased to 6.2% in 2023 from 5.1% in 2022, primarily driven by higher volumes and improved mix. The increase in CCS segment income and margin was partially offset by the impact of the higher inventory write-downs in 2023 compared to 2022 noted above.

SBC expense and TRS FVAs:

~~Unless~~While awe ~~grantee~~have ~~has~~the ~~been~~option ~~authorized, and elects,~~ to settle ~~these~~the share unit awards in cash or Common Shares, ~~Celestica~~we ~~intends~~intend to settle ~~all~~such ~~outstanding~~awards ~~restricted~~with ~~share~~Common ~~units~~Shares (~~RSUs)~~net ~~and~~of ~~performance~~applicable ~~share~~withholding ~~units (PSUs~~taxes) ~~with Common Shares~~. Accordingly, we account for these share unit awards as equity-settled awards.

Our SBC expense may fluctuate from period to period to account for, among other things, new grants, forfeitures resulting from employee terminations or resignations, and the recognition of accelerated SBC expense for employees eligible for retirement (generally in the first quarter of the year associated with our annual grants). The portion of our employee SBC expense that relates to performance-based compensation is subject to adjustment in any period to reflect changes in the estimated level of achievement of pre-determined performance goals and financial targets.

InWe ~~December 2022, we~~ entered into the TRS Agreement to manage our cash flow requirements and exposure to fluctuations in the share price of our Common Shares in connection with the settlement of certain outstanding equity awards under our SBC plans. See "Liquidity — Cash requirements — TRS" below for further detail.

~~The~~We ~~following~~grant ~~table~~restricted ~~shows~~share ~~employee~~units ~~SBC~~(RSUs) ~~expense~~and performance share units (~~with~~PSUs), ~~respect~~and from time to time grant stock options, ~~RSUs and PSUs granted~~ to employees),. ~~TRS~~Directors ~~FVAs,~~may ~~and~~receive ~~director~~compensation ~~SBC~~in ~~expense~~director ~~(with~~share ~~respect~~units toor deferred share units (collectively, "DSUs"), ~~and~~cash or RSUs. ~~issued~~The tofollowing ~~directors~~table asshows ~~compensation)~~employee SBC expense, TRS FVAs, and director SBC expense for the periods indicated (in millions):


	Year ended December 31
	2025		2024		2023
Employee SBC expense in cost of sales	$	30.2	$	24.8	$	22.6
Employee SBC expense in SG&A	39.6		32.6		33.0
Total employee SBC expense	$	69.8	$	57.4	$	55.6

TRS FVAs (gains) in cost of sales	$	(109.3)	$	(39.6)	$	—
TRS FVAs (gains) in SG&A	(143.7)		(51.4)		—
TRS FVAs (gains) in Miscellaneous Expense (Income)	—		—		(45.6)
Total TRS FVAs (gains)	$	(253.0)	$	(91.0)	$	(45.6)

Combined effect of employee SBC expense and TRS FVAs	$	(183.2)	$	(33.6)	$	10.0

Director SBC expense in SG&A(1)	$	2.4	$	2.4	$	2.4

	Year ended December 31
	2024		2023		2022
Employee SBC expense in cost of sales	$	24.8	$	22.6	$	20.3
Employee SBC expense in SG&A	32.6		33.0		30.7
Total employee SBC expense	$	57.4	$	55.6	$	51.0
TRS FVAs (gains) in cost of sales	$	(39.6)	$	—	$	—
TRS FVAs (gains) in SG&A	(51.4)		—		—
TRS FVAs (gains) in Miscellaneous Expense (Income)	—		(45.6)		—
Total TRS FVAs (gains)	$	(91.0)	$	(45.6)	$	—
Combined effect of employee SBC expense and TRS FVAs: expenses (recoveries)	$	(33.6)	$	10.0	$	51.0
Director SBC expense in SG&A(1)	$	2.4	$	2.4	$	2.2

(1) Expense consists of director compensation to be settled with Common Shares, or Common Shares and cash.

~~(1) Expense~~ The ~~consists~~increases ofin ~~director~~favorable ~~compensation~~aggregate TRS FVAs in 2025 compared to be2024 ~~settled~~and ~~with~~in ~~Common~~2024 ~~Shares,~~compared orto ~~Common~~2023 ~~Shares~~were ~~and~~due ~~cash,~~to asfluctuations ~~elected~~in byour ~~each~~Common ~~director.~~Share price.

The increase in favorable TRS FVAs in 2024 compared to 2023 was due to fluctuations in our Common Share price. TRS FVAs in 2022 was de minimis.

Restructuring and other charges, net of recoveries:

In addition to the items set forth below, other charges, net of recoveries for 2022 included approximately $95 million in aggregate charges representing write-downs to inventories, a building and equipment resulting from a fire accrued in June 2022 at our Batam facility in Indonesia, as well as equivalent amounts in recoveries, as we expected to fully recover the written-down amounts pursuant to the terms and conditions of our insurance policies. As a result, such event had no net impact on other charges, net of recoveries during 2022. See note 14 to the 2024 AFS. To date, we have recovered substantially all of our tangible asset losses through insurance proceeds.

(i) Restructuring charges:

We perform ongoing evaluations of our business, operational efficiency and cost structure, and implement restructuring actions as we deem necessary. Our restructuring activities consisted primarily of actions to adjust our cost base to address reduced levels of demand in certain of our businesses and geographies.

In ~~2024~~2025, we recorded $25.0 million of restructuring charges (2024 — $11.6 million; of2023 — $11.2 million). Our restructuring charges in each of 2023, ~~consisting~~2024 and 2025 consist primarily of cash charges related to employee terminations, ~~(2023~~and —in ~~$11.2~~2025 ~~million;~~also ~~2022~~included —accelerated ~~$8.4~~depreciation ~~million).~~of equipment related to disengaging programs.

Our restructuring provision at December 31, ~~2024~~2025 was $24.94 million (December 31, ~~2023~~2024 — $32.69 million), which we recorded in the accrued and other current ~~portion~~liabilities ofand provisions on our consolidated balance ~~sheet~~sheets.

We may also implement additional future restructuring actions or divestitures as a result of changes in our business, the marketplace and/or our exit from less profitable, under-performing, non-core or non-strategic operations. In addition, an increase in the frequency of customers transferring business to our competitors, changes in the volumes they outsource, pricing pressures, or requests to transfer their programs among our sites or to lower-cost locations, may also result in our taking future restructuring actions. We may incur higher operating expenses during periods of transitioning programs within our network or to our competitors. Any such restructuring activities, if undertaken, could adversely impact our operating and financial results, and may require us to further adjust our operations.

(ii) Transition Costs (Recoveries):

Transition Costs (Recoveries) are defined under "Non-GAAP Financial Measures" below. In March 2019, as part of our Toronto real property sale, we entered into a 10-year lease with the purchaser of such property for our then-anticipated headquarters, to be built by such purchaser on the site of our former location (Purchaser Lease). Due to a number of construction-related commencement date delays, in November 2022, we extended (on a long-term basis) the lease on our current corporate headquarters, and inrecorded Q3the related ROU assets and lease liabilities. In 2023 and 2025, we executed a sublease agreements for athe ~~portion~~space ofunder the ~~leased~~Purchaser ~~space~~Lease. ~~under~~The Purchaser Lease commenced in June 2024 and related ROU assets and lease liabilities were recognized in our consolidated financial statements. We recorded Transition Costs of $0.4 million in 2025 (2024 — $4.3 million; 2023 — $0.8 million) related to the sublet of the Purchaser Lease.

68See note 14 to the 2025 AFS for details of other costs and recoveries included in the restructuring and other charges, net of recoveries recorded in our consolidated statements of operations.

Lease (Sublease). The Purchaser Lease commenced in June 2024 and related ROU assets and lease liabilities were recognized in our consolidated financial statements. Consistent with our prior treatment as Transition Costs of duplicate and idle premises costs incurred as a result of our 2019 Toronto real property sale, we recorded Transition Costs of $4.3 million in 2024 and $0.8 million in 2023 related to the sublet of the Purchaser Lease. We incurred no Transition Recoveries in 2024 or 2023.

In 2022, we recorded $1.5 million of Transition Costs, related primarily to the disposal of assets reclassified as held for sale in Q1 2022, and $3.6 million of Transition Recoveries, reflecting the gain on the subsequent disposal of such assets held for sale.

(iii) Asset impairment:

Long-lived assets are reviewed for impairment whenever events or changes in circumstances (triggering events) indicate that the carrying amount of an asset may not be recoverable. Goodwill is tested for impairment on an annual basis and whenever triggering events suggest that the carrying amount may be impaired. See "Critical Accounting Estimates" above and note 2(j) to our 2024 AFS. We did not identify any triggering events during 2024, 2023 or 2022 indicating that the carrying amount of our long-lived assets or goodwill may not be recoverable. We conduct the annual impairment of goodwill in the fourth quarter of each year (Annual Impairment Assessment). No impairments to our goodwill were recorded as a result of our 2024, 2023 or 2022 Annual Impairment Assessments.

See notes 2(j) and 8 to our 2024 AFS for a discussion of when impairment losses for our long-lived assets and goodwill are recognized, and how we determine our cash flow projections for our Annual Impairment Assessment, including the cash flow projection periods, growth rates, and discount rates. Assumptions for our 2024 Annual Impairment Assessment for: (i) our Capital Equipment reporting unit include expected continued stable market demand in the near term with strong business growth over the long term; (ii) our A&D reporting unit include expected demand increases in line with industry expectations; and (iii) our PCI reporting unit include expected demand improvements from various customers and benefits from our continued execution of synergistic programs.

Our goodwill balance is allocated to the following reporting units (in millions):

	December 31
	2024		2023
Capital Equipment	$	131.0	$	131.6
A&D	66.3		66.3
PCI Private Limited (PCI)	123.8		123.8
NCS Global Services LLC (NCS), acquired in 2024	19.4		—
	$	340.5	$	321.7

(iv) Acquisition costs:

We incur consulting, transaction and integration costs relating to potential and completed acquisitions. We recorded acquisition costs of $2.5 million in 2024, related to potential acquisitions and our acquisition of NCS. We recorded $1.0 million of acquisition costs in 2023, all related to potential acquisitions, and $0.4 million of acquisition costs in 2022, all related to our PCI acquisition.

(vi) Other charges (recoveries):

In 2024, we recorded other charges of $2.3 million related to our transition as a U.S. domestic filer, offset by other recoveries of $1.3 million consisting of legal recoveries in connection with the settlement of class action lawsuits (for component parts purchased in prior periods) in which we were a plaintiff (Parts Recoveries). In 2023, we recorded Parts Recoveries of $2.7 million, offset in part by an aggregate of $1.8 million of costs, substantially all of which consisted of fees and expenses of the two underwritten secondary public offerings by Onex, our then-controlling shareholder, completed in June 2023 and August 2023 (Secondary Offerings).

Finance Costs:

Finance Costs consist of interest expense and fees related to our credit facility (including debt issuance and related amortization costs), our interest rate swap agreements, our TRS Agreement, our A/R sales program, customer SFPs, and interest expense on our finance lease obligations, net of interest income earned. ~~During 2024, we recorded Finance Costs of $52.1 million (2023 — $78.9 million; 2022 — $51.7 million).~~

WeDuring ~~recorded~~2025, we incurred Finance Costs of $2652.86 million in(2024 ~~lower~~— $52.1 million; 2023 — $78.9 million). Interest expense under our credit facility recorded in Finance Costs, inincluding ~~2024~~the ~~compared~~impact toof ~~2023,~~our ~~primarily~~interest ~~due~~rate toswap agreements (described under "Capital Resources" below), was $1544.16 million in ~~lower~~2025 ~~charges~~(2024 ~~incurred~~— ~~under~~$46.8 ~~our~~million). ~~A/R~~In ~~sales~~2023, ~~program~~we ~~and~~recorded ~~customer SFPs and~~ $1156.13 million ofinterest ~~favorable~~expense under our credit facility, with nil impact ~~from~~of ~~our~~the interest rate ~~swaps~~swap agreements recorded in ~~2024,~~Finance ~~offset~~Costs. byWe $2have entered into interest rate swaps to hedge the floating rate risks related to our term loans.8 ~~million~~As described in ~~third~~"Miscellaneous ~~party~~Expense ~~fees~~(Income)" ~~and~~below, ~~costs~~our ~~incurred~~interest inrate ~~connection~~swaps ~~with~~did not qualify for hedge accounting prior to 2024, and as a result, the ~~amendment~~effects of our ~~credit~~interest ~~facility~~rate swaps were excluded from Finance Costs in ~~June~~2023 ~~2024~~but ~~(June~~included in Finance Costs in 2024 ~~Amendment)~~and ~~(see~~2025. ~~"Liquidity~~See —15 ~~Cash~~to ~~provided~~our by2025 ~~and~~AFS ~~used~~for inthe ~~financing~~impacts ~~activities~~of —interest ~~Financing~~rate ~~and~~swaps ~~Finance~~we ~~Costs"~~recorded ~~below~~in Miscellaneous Expense (Income).

WeIn ~~incurred lower Finance Costs in~~ 2024, ~~under~~we ~~our~~also ~~A/R~~recorded ~~sales agreement and customer SFPs compared to 2023, primarily~~ as aFinance ~~result~~Costs ~~of lower aggregate amounts sold under these arrangements in 2024 (approximately~~ $~~182 million) compared to 2023 (approximately $1,959 million)~~2.8 ~~We recorded $11.1~~ million ~~of favorable impact~~ in ~~Finance~~fees ~~Costs related to our interest rate swaps in 2024,~~ and ~~recorded~~costs noincurred ~~such impact~~ in ~~2023~~connection ~~and~~with ~~2022 in Finance Costs. We have entered into interest rate swaps to hedge~~ the ~~floating~~amendment ~~rate~~of ~~risks related to~~ our ~~term~~credit ~~loans.~~facility ~~As described~~ in ~~"Miscellaneous~~June ~~Expense~~2024 (~~Income)"~~June ~~below,~~2024 ~~our~~Amendment) ~~interest~~(see ~~rate~~"Liquidity ~~swaps~~— ~~did~~Cash ~~not~~used ~~qualify~~in ~~for hedge accounting prior to 2024,~~ and asprovided aby ~~result,~~financing ~~the~~activities ~~effects~~— ofFinancing ~~our interest rate swaps were excluded from Finance Costs in 2023~~ and ~~2022 but included in~~ Finance Costs" ~~in 2024. See note 15 to our 2024 AFS for the impacts of interest rate swaps we recorded in Miscellaneous Expense (Income~~below).

We recorded $2726.28 million in ~~higher~~lower Finance Costs in ~~2023~~2024 compared to ~~2022~~2023, primarily due to $515.51 million in ~~higher~~lower charges incurred under our A/R sales program and customer SFPs, and $2011.51 million inof ~~higher~~favorable ~~interest~~impact ~~incurred~~from ~~under~~ our ~~credit facility (excluding the impacts of~~ interest rate swaps recorded in ~~both 2023 and 2022)~~2024. We incurred ~~higher~~lower Finance Costs in 2024 under our A/R sales ~~program~~agreement and customer SFPs ~~due to higher interest rates in 2023~~ compared to ~~2022~~2023, ~~offset~~primarily inas ~~part~~a byresult ~~the effect~~ of ~~selling~~ lower aggregate amounts ofsold ~~A/R in 2023 compared to 2022~~ under these arrangements ~~(aggregate~~in of2024 (approximately $~~1,959~~182 million) ~~sold during 2023~~ compared to 2023 (approximately $21,~~218~~959 million ~~sold during 2022~~). We ~~incurred~~recorded ~~higher interest under our credit facility due to higher interest rates, partially offset by lower average intra-quarter borrowings under our revolving loan facility in 2023 compared to 2022~~$11.1 ~~See~~million ~~the~~of ~~credit~~favorable ~~facility~~impact ~~activity table~~ in ~~"Liquidity — Cash provided by and used in financing activities — Financing and~~ Finance Costs" ~~for~~related ~~cumulative~~to ~~aggregate intra-quarter borrowings and repayments under~~ our ~~revolving~~interest ~~loan~~rate ~~facility~~swaps in ~~each quarter in~~ 2024, ~~2023~~ and ~~2022.~~recorded ~~Also~~no ~~see~~such ~~"Liquidity~~impact —in ~~Cash~~2023 ~~requirements~~in —Finance ~~Financing Arrangements~~Costs."

Miscellaneous Expense (Income):

Miscellaneous Expense (Income) consists primarily of: (i) certain net periodic benefit costs (credits) related to our pension and post-employment benefit plans, consisting of interest costs, ~~and~~ expected returns on ~~pension~~plan balances, and amortization of actuarial gains or losses; (ii) gains on insurance claims settlement; and (iiiii) gains or losses related to our TRS Agreement (applicable only for periods prior to 2024) and foreign currency forward ~~exchange~~ contracts and interest rate swaps that we entered into prior to 2024. Those derivative instruments were accounted for as either cash flow hedges (qualifying for hedge accounting) or economic hedges under International Financial Reporting Standards (IFRS). However, those contracts were not accounted for ~~as such under GAAP until January 1, 2024. Certain gains and losses related to those contracts were recorded in Miscellaneous Expense (Income).~~

We recorded $15.0 million in net miscellaneous expense in 2024, compared to $46.6 million in net miscellaneous income in 2023 and $1.5 million in net miscellaneous income in 2022. In 2023, we recorded $45.6 million in favorable TRS FVAs in Miscellaneous Expense (Income). See note 15 to our 2024 AFS for details of Miscellaneous Expense (Income). See "SBC expense and TRS FVAs" above for the TRS FVAs we recorded in each of 2024, 2023 and 2022.63

~~Income~~as ~~taxes:~~such under GAAP until January 1, 2024. Certain gains and losses related to those contracts were recorded in Miscellaneous Expense (Income).

~~For~~We ~~2024,~~recorded we$4.9 ~~had~~million ain net ~~income~~miscellaneous ~~tax~~ expense ofin 2025, compared to $~~104~~15.20 million onin ~~earnings~~net ~~before~~miscellaneous ~~tax~~expense ofin 2024 and $~~532~~46.26 million, ~~compared~~in ~~to a~~ net miscellaneous income ~~tax~~in ~~expense~~2023. ofIn 2023, we recorded $6145.6 million onin ~~earnings~~favorable ~~before~~TRS ~~tax~~FVAs ofin ~~$306~~Miscellaneous Expense (Income).0 ~~million~~See ~~for~~note ~~2023,~~15 ~~and~~to aour ~~net~~2025 ~~income~~AFS ~~tax~~for ~~expense~~details of ~~$59.0~~Miscellaneous ~~million~~Expense on(Income). ~~earnings~~See ~~before~~"SBC ~~tax~~expense ofand ~~$239.1~~TRS ~~million~~FVAs" above for ~~2022.~~the TRS FVAs we recorded in 2025, 2024 and 2023.

70Income taxes and tax contingencies:

~~Our~~For ~~net~~2025, ~~income~~we ~~tax~~had ~~expense for 2024 included~~ a ~~$22.3~~net ~~million~~income ~~withholding~~ tax expense ~~incurred to minimize the impact~~ of ~~the~~$150.7 ~~enactment~~million ofon ~~Pillar~~earnings ~~Two~~before ~~(global minimum~~ tax) ~~legislation~~of ~~in Canada, a~~ $14983.02 million, ~~tax~~compared ~~expense for tax uncertainties relating~~ to ~~one of our Asian subsidiaries (Tax Uncertainties) and~~ a ~~$3.9~~net ~~million~~income tax expense ~~arising from taxable temporary differences associated with the anticipated repatriation~~ of ~~undistributed earnings (Repatriation Expense) from certain of our Asian subsidiaries, offset in part by the recognition of~~ $23104.82 million ofon ~~previously~~earnings ~~unrecognized~~before ~~deferred~~ tax ~~assets arising from both our NCS acquisition in our U.S. group~~ of ~~subsidiaries and deductible temporary differences in one of our Asian subsidiaries (DTA Recognition), and~~ $11532.82 million offor ~~reversals~~2024, ~~of tax uncertainties (Reversals) relating to certain of our Asian subsidiaries. Our functional~~ and ~~reporting~~a ~~currency~~net ~~is the U.S. dollar; however, our~~ income tax expense ~~is based in certain jurisdictions on taxable income determined in the currency~~ of ~~the country of origin~~$61.6 Asmillion aon ~~result,~~earnings ~~the~~before ~~impact~~tax of ~~taxable foreign exchange affects our income tax expense from period to period~~$306.0 ~~Taxable~~million ~~foreign~~for ~~exchange impacts were not significant in 2024~~2023.

Our net income tax expense for ~~2023~~2025 included an $1168.31 million ~~tax expense arising from both the repatriation~~ of ~~undistributed~~tax ~~earnings~~benefits ~~and~~to ~~taxable~~recognize ~~temporary~~previously ~~differences~~unrecognized ~~associated~~deferred ~~with~~tax ~~anticipated~~assets ~~repatriation~~in ~~of undistributed earnings from certain of~~ our ~~Asian subsidiaries and a $4~~U.8S. ~~million~~group inof ~~Tax Uncertainties~~subsidiaries, ~~partially~~ offset by ~~the favorable impact of~~ $541.57 million intax ~~Reversals~~expenses infor ~~another of our Asian subsidiaries. Withholding~~ tax ofuncertainties ~~$5.8~~relating ~~million~~to ~~associated with the repatriation of undistributed earnings from~~ certain of our ~~Asian~~ subsidiaries, inand ~~2023~~$35.5 ~~(realized~~million asof ~~current~~withholding tax) ~~was~~expenses ~~fully~~in ~~offset~~respect ~~by the reversal~~ of ~~previously-accrued~~repatriations ~~deferred taxes~~ from ~~the~~certain ~~then-anticipated repatriation~~ of ~~such~~our ~~undistributed~~Asian ~~earnings~~subsidiaries. ~~Taxable foreign exchange impacts were not significant in 2023.~~

Our net income tax expense for ~~2022~~2024 included ~~an adverse~~ $322.53 million ~~taxable~~withholding ~~foreign~~tax ~~exchange~~expenses ~~impact~~in ~~arising~~respect ~~primarily~~of repatriations from ~~the~~certain ~~weakening~~ of ~~the~~our ~~Chinese~~Asian ~~renminbi~~subsidiaries ~~relative to the U.S. dollar~~ and a $319.35 million ~~Repatriation~~tax ~~Expense~~expenses ~~related~~for tax uncertainties relating to certain of our ~~Chinese~~ subsidiaries, offset in part by the recognition of $423.98 million inof ~~favorable~~deferred ~~Reversals~~tax assets in ~~one of~~ our ~~Asian subsidiaries~~U.S. ~~The~~group ~~withholding tax~~ of ~~$10.3~~subsidiaries ~~million~~and ~~associated~~in ~~with~~one ~~the repatriation~~ of ~~undistributed earnings from~~ our ~~certain~~Asian ~~Chinese~~ subsidiaries, inand ~~2022~~$11.8 ~~(realized~~million asof ~~current~~reversals ~~tax) was fully offset by the reversal~~ of ~~previously~~tax ~~accrued~~uncertainties ~~deferred~~relating ~~taxes~~to ~~from~~certain ~~the then-anticipated repatriation~~ of ~~such~~our ~~undistributed earnings~~subsidiaries.

WeOur ~~conduct~~net ~~business~~income ~~operations in a number of countries, including countries where~~ tax ~~incentives~~expense ~~have~~for ~~been~~2023 ~~extended~~included ~~to encourage foreign investment or where income tax rates are low~~$11.3 ~~Our~~million ~~effective~~ tax ~~rate~~expenses ~~can~~arising ~~vary significantly~~ from ~~period~~both towithholding ~~period~~taxes ~~for~~in ~~various~~respect ~~reasons, including as a result~~ of ~~the~~repatriations ~~mix~~ and ~~volume~~taxable oftemporary ~~business~~differences inassociated ~~various tax jurisdictions, and in jurisdictions~~ with ~~tax~~then-anticipated ~~holidays,~~repatriation ~~and tax incentives that have been negotiated with the respective tax authorities (see discussion below). Our effective tax rate can also vary due to the impact~~ of ~~restructuring~~undistributed ~~charges,~~earnings ~~foreign~~from ~~exchange fluctuations, operating losses, cash repatriations,~~ certain ~~tax~~of ~~exposures,~~our ~~the~~Asian ~~time period in which losses may be used under tax laws and whether management believes it is probable that future taxable profit will be available to allow us to recognize deferred income tax assets~~subsidiaries.

Our functional and reporting currency is the U.S. dollar; however, our income tax expense is based in certain jurisdictions on taxable income determined in the currency of the country of origin. As a result, the impact of taxable foreign exchange may affect our income tax expenses from period to period.

The U.S. One Big Beautiful Bill Act (The Bill) was enacted in July 2025. The Bill makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation and the expensing of domestic research costs, which may accelerate tax deductions for our anticipated investments in capital expenditures and research costs in the U.S. The Bill did not have a material impact on our annual effective tax rate in 2025.

We conduct business operations in a number of countries, including countries where tax incentives have been extended to encourage foreign investment or where income tax rates are low. Our effective tax rate can vary significantly from period to period for various reasons, including as a result of the mix and volume of business in various tax jurisdictions, and in jurisdictions with tax holidays, and tax incentives that have been negotiated with the respective tax authorities (see discussion below). Our effective tax rate can also vary due to the impact of restructuring charges, foreign exchange fluctuations, operating losses, cash repatriations, certain tax exposures, the time period in which losses may be used under tax laws and whether management believes it is more likely than not that future taxable profit will be available to allow us to recognize deferred income tax assets.

Certain countries in which we do business grant tax incentives to attract and retain our business. Our tax expense could increase if certain tax incentives from which we benefit are retracted or exhausted. A retraction could occur if we fail to satisfy the conditions on which these tax incentives are based, or if they are not renewed or replaced upon expiration. Our tax expense could also increase if tax rates applicable to us in such jurisdictions are otherwise increased, or due to changes in legislation or administrative practices. Changes in our outlook in any particular country could impact our ability to meet the required conditions.

~~Our tax incentives currently consist of tax exemptions for the profits of our Thailand and Laos subsidiaries.~~ We have ~~the~~been ~~following~~granted ~~four~~certain income tax incentives in Thailand:, ~~(i)~~including ~~a 5-year 50% income~~ tax ~~exemption~~holidays, that ~~expires~~will inexpire ~~2027; (ii) an 8-year 100% income tax and distribution tax exemption that expires~~ in ~~2028;~~whole ~~(iii)~~or ~~a 6-year 100% income tax and distribution tax exemption that expires~~ in ~~2028~~part ~~(6-year~~at ~~2028~~various ~~Thailand~~dates ~~tax~~during ~~incentive)~~2027 ~~and~~through ~~(iv)~~2029, aunless ~~6-year~~extended ~~100%~~or ~~income~~otherwise ~~tax and distribution tax exemption that expires in 2029~~renegotiated. ~~Our~~These ~~Thailand~~ tax ~~incentives~~exemptions are ~~capped~~subject atto ~~our~~certain ~~investments~~conditions in Thailand. We have reached the limit in 2024 for the 6-year 2028 Thailand tax incentive. Our tax incentive in Laos allows for a 100% income tax exemption until 2025, and a reduced income tax rate of 8% thereafter. Upon full expiry of each of the incentives, taxable profits associated with ~~such~~which ~~incentives~~we ~~become~~intend ~~fully~~to ~~taxable~~comply. The aggregate tax benefit arising from all of our tax incentives ~~was approximately $44 million~~ for ~~2024~~2025 ~~(2023~~was ~~— $40 million; 2022 — $21 million).~~

In certain jurisdictions, primarily in the Americas and Europe, we currently have significant net operating losses and other deductible temporary differences, some of which we expect will be used to reduce taxable income in these jurisdictions in future periods, although not all are currently recognized as deferred tax assets. In addition, the tax benefits we are able to record 64

71approximately $51 million ($0.44 per diluted share) (2024 — approximately $44 million ($0.37 per diluted share); 2023 — approximately $40 million ($0.33 per diluted share)).

~~related~~In tocertain ~~restructuring~~jurisdictions, ~~charges~~primarily ~~and~~in ~~SBC~~the ~~expenses~~Americas ~~may~~and ~~be limited~~Europe, aswe acurrently have significant ~~portion~~net operating losses and other deductible temporary differences, some of ~~such~~which ~~amounts~~we ~~are~~expect ~~incurred~~will be used to reduce taxable income in these jurisdictions ~~with~~in ~~unrecognized~~future periods, ~~loss~~although ~~carryforwards~~not all are currently recognized as deferred tax assets. Tax benefits we are able to record related to the accounting amortization of intangible assets are also limited based on the structure of our acquisitions. We review our deferred income tax assets at each reporting date and reduce them to the extent we believe it is no longer probable that we will realize the related tax benefits.

We develop our tax filing positions based upon the anticipated nature and structure of our business and the tax laws, administrative practices and judicial decisions currently in effect in the jurisdictions in which we have assets or conduct business, all of which are subject to change or differing interpretations~~, some of which with retroactive effect (e~~.~~g.,~~ ~~Canada's Pillar Two legislation).~~ We are subject to tax audits in various jurisdictions which could result in additional tax expense in future periods relating to prior results. Reviews by tax authorities generally focus on, but are not limited to, the validity of our inter-company transactions, including financing and transfer pricing policies which generally involve subjective areas of taxation and significant judgment, as well as withholding and indirect taxes. Any such increase in our ~~income~~ tax expense and related interest and/or penalties could have a significant adverse impact on our future earnings and future cash flows.

In 2021, the Romanian tax authorities issued a final assessment in the aggregate amount of approximately 31 million Romanian leu (approximately $67 million at ~~2024~~2025 year-end exchange rates), for additional income and value-added taxes for ~~one of~~ our Romanian ~~subsidiaries~~subsidiary for the 2014 to 2018 tax years. In order to advance our case to the appeals phase and reduce or eliminate potential interest and penalties, we paid the Romanian tax authorities the full amount assessed in 2021 (without agreement to all or any portion of such assessment). We believe that our originally-filed tax return positions are in compliance with applicable Romanian tax laws and regulations, and ~~intend~~continue to vigorously defend our position through all necessary appeals or other judicial processes.

InWe Q4are ~~2024,~~under examination by the Thailand tax authorities issued an assessment letter seeking to impose additional value-added taxes and surcharges in the aggregate amount of approximately 403 million Thai baht (approximately $12 million at 2024 year-end exchange rates) for ~~our Thai subsidiary for~~ the ~~2019~~ tax year 2019. WeThe ~~believe~~examination ~~that~~may ~~our~~lead ~~original~~to ~~positions~~adjustments ~~with respect~~ to ~~the~~our ~~value-added~~ taxes ~~are in compliance~~ with ~~applicable~~respect ~~Thai tax laws and regulations, and intend~~ to ~~vigorously~~the ~~defend~~year ~~our~~under ~~position~~examination ~~through~~as ~~all~~well ~~necessary~~as ~~appeals or~~ other ~~judicial~~consequential ~~processes~~periods.

~~The~~In ~~successful~~2024, ~~pursuit~~the ofThailand ~~assertions~~tax ~~made~~authorities byissued ~~any~~an ~~government~~assessment ~~authority,~~letter ~~including~~seeking ~~tax~~to ~~authorities,~~impose ~~could~~additional ~~result~~value-added intaxes ~~our~~and ~~owing~~surcharges ~~significant~~in ~~amounts~~the aggregate amount of ~~tax~~approximately or403 ~~other~~million ~~reimbursements,~~Thai ~~interest~~baht ~~and~~(approximately ~~possibly~~$13 ~~penalties.~~million Weat ~~believe~~2025 weyear-end ~~adequately~~exchange ~~accrue~~rates) for ~~any~~our ~~probable~~Thai ~~potential~~subsidiary ~~adverse~~for ~~ruling~~the 2019 tax year. ~~However,~~We ~~there~~believe ~~can~~that beour nooriginal ~~assurance~~positions aswith respect to the ~~final~~value-added ~~resolution~~taxes ofare ~~any~~in ~~claims~~compliance ~~and~~with ~~any~~applicable ~~resulting~~Thai ~~proceedings.~~tax Iflaws ~~any~~and ~~claims~~regulations, and ~~any~~continue ~~ensuing~~to ~~proceedings~~vigorously ~~are~~defend ~~determined~~our ~~adversely~~position tothrough ~~us,~~all ~~the~~necessary ~~amounts~~appeals weor ~~may~~other bejudicial ~~required~~processes. A tobank ~~pay~~guarantee ~~could~~has ~~be material,~~been ~~and~~issued infor ~~excess~~the ofmaximum ~~amounts~~potential ~~accrued~~liability.

The successful pursuit of assertions made by any government authority, including tax authorities, could result in our owing significant amounts of tax or other reimbursements, interest and possibly penalties. We believe that adequate amounts have been accrued in accordance with GAAP (ASC 740 Income Taxes) for any adjustments to the income tax expense or other tax items that may ultimately result from these examinations. However, there can be no assurance as to the final resolution of any claims and any resulting proceedings. If any claims and any ensuing proceedings are determined adversely to us, the amounts we may be required to pay could be material, and in excess of amounts accrued.

In our major jurisdictions, we may be subject to income tax examinations for tax years 2018 to present.

Net earnings:

Net earnings for ~~2024~~2025 increased $~~183~~404.65 million compared to ~~2023~~2024. The increase was primarily due to $~~279~~460.64 million in higher gross profit and $2633.86 million in lower ~~Finance Cost~~SG&A, partially offset ~~in part~~ by $6146.65 million in higher ~~Miscellaneous~~income ~~Expense~~tax ~~(Income),~~expense and $4240.62 million in higher R&D expense. Our income tax expense ~~and~~in ~~$17.1~~2025 ~~million~~increased incompared to 2024 primarily due to higher earnings before income taxes in 2025. R&D ~~costs~~expense (in 2025 increased compared to 2024 to support the growth of our HPS business). Increases in gross profit and decreases in SG&A in 2025 compared to 2024 are described above in "Gross profit" and "SG&A" above, respectively.

Net earnings for ~~2023~~2024 increased $64183.36 million compared to ~~2022~~2023. The increase was primarily due to $~~104~~279.46 million in higher gross profit and $4526.18 million in ~~higher~~lower ~~net~~Finance ~~miscellaneous income~~Costs, offset in part by $3561.~~9 million in higher SG&A, $27.2 million in higher Finance Costs and $14.~~6 million in higher ~~R&D~~Miscellaneous ~~costs~~Expense, ~~(to support the growth of our HPS business).~~

~~Related Party Transactions~~65

~~For~~$42.6 amillion ~~discussion~~in ofhigher ~~prior~~income ~~related~~tax ~~party~~expense ~~arrangements~~ and ~~transactions~~$17.1 ~~involving~~million ~~the~~in ~~Company~~higher ~~and~~R&D ~~Onex,~~expense ~~our~~(to ~~former~~support ~~controlling~~the ~~shareholder,~~growth ~~see "Recent Developments — Secondary Offerings and Related Matters" and "Related Party Transactions" in Item 5~~ of our ~~2023~~HPS ~~Form 20-F and note 16 to the 2024 AFS~~business). ~~All arrangements and transactions with Onex have terminated, and Onex is no longer a related party.~~

Liquidity and Capital Resources

Liquidity

The following tables set forth key liquidity metrics for the periods indicated (in millions):

	December 31
	2024		2023		2022
	2025		2024		2023
Cash and cash equivalents	$	~~423~~595.36	$	~~370~~423.43	$	~~374~~370.54
Borrowings under credit facility*	~~741~~723.27		~~608~~741.92		~~627~~608.29

* ~~excluding~~Excludes ordinary course L/Cs.

	Year ended December 31
	2024		2023		2022
	2025		2024		2023
Cash provided by operating activities	$	473.9	$	326.2	$	211.1
Net cash provided by operating activities	$	659.5	$	473.9	$	326.2
Cash used in investing activities	(212.5)		(122.4)		(108.9)
Net cash used in investing activities	(203.7)		(212.5)		(122.4)
Cash used in financing activities	(208.5)		(207.9)		(121.7)
Net cash used in financing activities	(283.5)		(208.5)		(207.9)
Changes in non-cash working capital items (included in operating activities above):
A/R	$	(~~270~~569.71)	$	(~~402~~270.27)	$	(~~133~~402.32)
Inventories	~~343~~(427.74)		~~245~~343.17		~~(717~~245.2)1
Other current assets	45(25.1)		845.61		~~(51~~8.2)6
A/P, accrued and other current liabilities, provisions and income taxes payable	~~(188~~909.8)5		87(188.48)		~~831~~87.4
Working capital changes	$	(70112.71)	$	(6170.17)	$	(7061.31)

Cash provided by and used in operating activities:

In ~~2024~~2025, we generated $~~473~~659.95 million of net cash from operating activities, ~~compared~~primarily due to ~~$326.2~~net ~~million~~earnings inof ~~2023. The~~ $~~147~~832.75 million ~~increase~~and in non-cash ~~from~~expenses ~~operating~~added ~~activities~~back into ~~2024~~net asearnings, ~~compared~~partially tooffset ~~2023~~by ~~was~~working ~~primarily~~capital ~~due~~requirements toof $~~183~~112.61 million inand ~~higher~~non-cash ~~net~~recoveries ~~earnings~~(including infavorable ~~2024~~TRS ~~compared~~FVAs toof ~~2023~~$253.0 ~~(described~~million). inSee "Operating Results — ~~Net~~SBC ~~earnings~~expense and TRS FVAs" above) ~~and~~for ~~$21.1~~detail ~~million~~of inTRS ~~higher~~FVAs. ~~depreciation~~Our ~~and~~working ~~amortization~~capital ~~(as~~requirements ain ~~non-cash~~2025 ~~add-back~~were toprimarily ~~net~~driven ~~earnings,~~by ~~due~~increases toin ~~our~~A/R ~~increased~~and ~~capital~~inventory ~~expenditures~~balances in ~~2024~~2025, ~~compared~~the toeffects ~~2023~~of aswhich ~~described~~were partially offset by the increase in ~~"Cash~~A/P ~~used~~balances in ~~investing~~2025. ~~activities"~~A/R ~~below),~~balances ~~partially~~increased ~~offset~~in by2025 ~~the~~primarily ~~following~~due ~~non-cash~~to ~~deductions~~timing ~~from~~and ~~net~~volume ~~earnings:~~of ~~(i)~~revenue ~~$45~~and collections.4 ~~million~~Increase in ~~higher~~inventory ~~favorable~~balances ~~TRS~~in ~~FVAs~~2025 reflected our business growth (~~described~~primarily in ~~"Operating~~our ~~Results~~CCS —segment). ~~SBC~~A/P ~~expense~~balances increased in 2025 primarily due to timing and ~~TRS~~volume ~~FVAs"~~of ~~above)~~payments and ~~$28~~purchases.3 ~~million~~Net incash ~~higher~~from ~~deferred~~operating ~~income~~activities ~~tax~~for ~~recovery~~2025 ~~(primarily~~increased ~~driven~~$185.6 bymillion ~~recognition~~compared into 2024, ofprimarily ~~previously~~driven ~~unrecognized~~by ~~deferred~~an ~~tax~~increase ~~asset~~ in ~~our~~cash ~~U.S.~~earnings, ~~group~~partially ofoffset ~~subsidiaries~~by ~~and~~higher inworking ~~one~~capital ~~of our Asian subsidiaries)~~requirements.

Our working capital requirements in 2024 increased by $9.6 million compared to 2023, due to a $276.2 million decrease in A/P cash flows, substantially offset by a $131.5 million increase in A/R cash flows, a $98.6 million increase in inventory cash flows and a $36.5 million increase in other assets cash flows. The decrease in A/P cash flows was primarily due to lower customer deposits we collected as of December 31, 2024 from certain customers to help alleviate the impact of inventory purchases on our cash flows (see "Summary of Key Operating Results and Financial Information" above), as well as timing of payments. The increase in A/R cash flows was due to timing of collections and revenue. Inventory cash flows increased in 2024 compared to 2023 due to a lower inventory level at December 31, 2024 (driven by improvements in the availability of materials and our utilization of inventory in production in response to customer demand). Other current assets cash flow increased in 2024 compared to 2023 due to receipt of certain insurance proceeds and recovery of indirect taxes in certain jurisdictions in 2024.

In 2023, we generated $326.2 million of cash from operating activities compared to $211.1 million in 2022. The $115.1 million increase in cash from operating activities in 2023 compared to 2022 was primarily due to $64.3 million in higher net earnings in 2023 compared to 2022 (described in "Operating Results — Net earnings" above), $39.6 million in adjustments related to certain derivative instruments ($6.3 million unrealized loss on hedge derivatives in 2023, as a non-cash add-back to net earnings; $33.3 million unrealized gain on hedge derivatives in 2022, as a non-cash deduction from net earnings), $24.3 million in lower deferred income tax recovery (as a non-cash deduction from net earnings, primarily driven by revaluation of deferred taxes using the then-expected effective tax rate of one of our Asian subsidiaries) and $14.9 million in higher

depreciation and amortization (as a non-cash add-back to net earnings, due to our increased capital expenditures in 2023 compared to 2022 as described in "Cash used in investing activities" below), offset in part by $45.6 million in favorable TRS FVAs recorded in 2023 (as a non-cash deduction from net earnings, described in "Operating Results — SBC expense and TRS FVAs" above). We recorded $6.3 million unrealized loss on hedge derivatives in 2023, compared to $33.3 million unrealized gain on hedge derivatives in 2022, primarily due to fair value fluctuations of our interest rate swaps (mainly driven by fluctuation of market interest rates).

Our working capital requirements in 2023 decreased by $9.2 million compared to 2022 were due to a $962.3 million improvement in inventory cash flows and a $59.8 million increase in other current assets cash flows, substantially offset by a $744.0 million decrease in A/P cash flows and a $268.9 million decrease in A/R cash flows. Inventory cash flows improved in 2023 compared to 2022, due to lower inventory levels at December 31, 2023 compared to December 31, 2022 (driven by improvements in the availability of materials). The increase in other current assets cash flows in 2023 compared to 2022 was due to the timing of vendor deposits and a delay in the recovery of indirect taxes in certain jurisdictions in 2022. The decrease in A/R cash flows was due to a higher A/R balance at December 31, 2023 compared to December 31, 2022 (driven by higher revenue in Q4 2023 compared to Q4 2022 and lower A/R sold through our A/R sales program and customer SFPs at December 31, 2023 compared to December 31, 2022). The decrease in A/P cash flows in 2023 compared to 2022 was due to the timing of payments and smaller increases in customer deposits (customer deposits increased approximately $392 million from December 31, 2021 to December 31, 2022 and approximately $79 million from December 31, 2022 to December 31, 2023). See "Summary of Key Operating Results and Financial Information" above. Customer deposit increases waned due to improvements in the availability of materials in 2023.

Non-GAAP free cash flow:

Non-GAAP free cash flow is a non-GAAP financial measure without a standardized meaning and may not be comparable to similar measures presented by other companies. We define non-GAAP free cash flow as cash provided by or used in operations ~~after~~less the purchase of property, plant and equipment (net of proceeds from the sale of certain surplus ~~equipment and property~~assets, when applicable). Non-GAAP free cash flow does not represent residual cash flow available to Celestica for discretionary expenditures. Management uses non-GAAP free cash flow as a measure, in addition to GAAP cash provided by or used in operations (described above), to assess our operational cash flow performance. We believe non-GAAP free cash flow provides another level of transparency to our ability to generate cash from normal business operations.

~~A reconciliation of non-GAAP free cash flow to cash provided by operating activities measured under GAAP is set forth below:~~66

	Year ended December 31
(in millions)	2024		2023		2022
GAAP cash provided by operations	$	473.9	$	326.2	$	211.1
Purchase of property, plant and equipment, net of sales proceeds	(168.0)		(122.4)		(108.9)
Non-GAAP free cash flow	$	305.9	$	203.8	$	102.2

A reconciliation of non-GAAP free cash flow to cash provided by operating activities measured under GAAP is set forth below (in millions):

Our non-GAAP free cash flow of $305.9 million for 2024 increased $102.1 million compared to 2023, due to $147.7 million in higher cash generated from operations (as described above), offset by a $45.6 million increase in cash flows used to purchase property, plant and equipment, net of sales proceeds (as described below).


	Year ended December 31
	2025		2024		2023
GAAP cash provided by operations	$	659.5	$	473.9	$	326.2
Purchase of property, plant and equipment, net of sales proceeds	(201.2)		(168.0)		(122.4)
Non-GAAP free cash flow	$	458.3	$	305.9	$	203.8

Our non-GAAP free cash flow of $~~203~~458.83 million for ~~2023~~2025 increased $~~101~~152.64 million compared to ~~2022~~2024, primarily due to $~~115~~185.16 million in higher cash generated from operations (as described above), partially offset by a $1333.52 million increase in cash flows used to purchase property, plant and equipment, net of sales proceeds (as described below).

~~Cash~~Our ~~used~~non-GAAP free cash flow of $305.9 million for 2024 increased $102.1 million compared to 2023, due to $147.7 million in ~~investing~~higher ~~activities:~~cash generated from operations, partially offset by a $45.6 million increase in cash flows used to purchase property, plant and equipment, net of sales proceeds (as described below).

~~Our~~Cash ~~capital~~used ~~expenditures for 2024 were $170.9 million (2023 — $125.1 million), primarily to enhance our manufacturing capabilities~~ in ~~various geographies (including expansion of our Thailand~~ and ~~Malaysia~~provided ~~facilities)~~by ~~and~~investing to support new customer programs. Our capital expenditures in 2022 of $109.0 million supported growth in our HPS business and our ATS segment, including expansion of our footprint at certain of our U.S., Southeast Asia and Mexico facilities. Most of the 2024 capital expenditures pertained to our CCS segment. In each of 2023 and 2022, our capital expenditures were split approximately evenly between our segments. We fund our capital expenditures from cash on hand and through the financing activities:

74Our capital expenditures for 2025 were $201.2 million (2024 — $170.9 million; 2023 — $125.1 million), primarily to enhance our manufacturing capabilities in various geographies (including expansion of our Thailand, U.S. and Malaysia manufacturing facilities and our design centers), in support of our growth in AI/ML and HPS programs. Most of the capital expenditures in 2025 and 2024 pertained to our CCS segment. In 2023, our capital expenditures were split approximately evenly between our segments. See footnote (ii) to the "Additional Commitments" table below for information with respect to commitments for capital expenditures as of December 31, 2025.

~~arrangements~~In ~~described~~April ~~below.~~2024, ~~See~~we ~~footnote~~completed ~~(ii)~~the toacquisition ~~the~~of ~~"Additional~~NCS ~~Commitments"~~Global ~~table~~Services ~~below~~LLC for ~~information~~a ~~with~~purchase ~~respect~~price toof ~~commitments~~$39.6 ~~for~~million, ~~capital~~including ~~expenditures~~acquired ascash of ~~December~~$3.5 ~~31, 2024~~million.

InCash ~~April~~used ~~2024,~~in weand ~~completed~~provided ~~the~~by ~~acquisition~~financing ~~of NCS. The purchase price for NCS was $39.6 million, including acquired cash of $3.5 million.~~ activities:

Cash provided by and used in financing activities:

Common Share repurchases:

See "Summary of Key Operating Results and Financial Information" above for a table detailing Common Share repurchases during each of ~~2022~~2025, ~~2023~~2024 and ~~2024~~2023.

Financing and Finance Costs:

Credit Agreement

We are party to a credit agreement (Credit Facility) with Bank of America, N.A., as Administrative Agent, and the other lenders party thereto, which as of the June 2024 Amendment, includes a term loan in the original principal amount of $250.0 million (Term A Loan), a term loan in the original principal amount of $500.0 million (Term B Loan, and collectively with the Term A Loan, the ~~New~~ Term Loans), and a $750.0 million revolving credit facility (Revolver). Prior to the June 2024 Amendment, the Credit Facility included a term loan in the original principal amount of $350.0 million (Initial Term Loan) and a term loan in the original principal amount of $365.0 million (Incremental Term Loan), the outstanding borrowings under each of which were fully repaid with a substantial portion of the proceeds of the ~~New~~ Term Loans, and commitments of $600.0 million under the Revolver. Notwithstanding (i) the repayment of the Incremental Term Loan in full and its replacement with the Term A Loan and (ii) the repayment of the Initial Term Loan in full and its replacement with the Term B Loan, for accounting purposes, such transactions were treated as non-substantial modifications of the Incremental Term Loan and the Initial Term Loan, respectively.

InThe Term A Loan and the Revolver each mature in June ~~2023~~2029. ~~(effective~~The ~~for~~Term ~~all~~B ~~new~~Loan ~~interest~~matures ~~periods~~in ~~for~~June ~~existing~~2031. ~~borrowings~~The Term A Loan and ~~all~~the ~~new~~Term ~~subsequent~~B ~~borrowings)~~Loan require quarterly principal repayments of $3.125 million and $1.250 million, werespectively, ~~amended~~and ~~our~~each of the Term Loans requires a lump sum repayment of the remainder outstanding at maturity. We are also required to make annual prepayments of outstanding obligations under the Credit Facility (~~June~~applied ~~2023~~first ~~Amendment)~~to the Term Loans, then to ~~replace~~the ~~LIBOR~~Revolver, ~~with~~in the ~~term~~manner ~~Secured~~set ~~Overnight~~forth ~~Financing~~in ~~Rate~~the ~~(SOFR~~Credit Facility) ~~plus~~ranging from 0.1% — 50% (~~Adjusted~~based ~~Term~~on ~~SOFR~~a defined leverage ratio). ~~The~~of ~~June~~specified ~~2023~~excess ~~Amendment~~cash ~~did~~flow ~~not~~for ~~have~~the aprior ~~significant~~fiscal ~~impact~~year. No prepayments based on ~~our~~excess ~~consolidated~~cash ~~financial~~flow ~~statements~~were required in 2025, 2024, 2023, or will be required in 2026. In addition, prepayments of outstanding obligations under the Credit Facility (applied as described above)

Prior to the June 2024 Amendment, the Initial Term Loan was scheduled to mature in June 2025; the Incremental Term Loan and the Revolver each were scheduled to mature in March 2025, unless either (i) the Initial Term Loan would have been prepaid or refinanced or (ii) commitments under the Revolver would be available and have been reserved to repay the Initial Term Loan in full, in which case such obligations mature in December 2026. Subsequent to the June 2024 Amendment, the Term A Loan and the Revolver each mature in June 2029. The Term B Loan matures in June 2031. 67

Prior to the June 2024 Amendment, the Initial Term Loan required quarterly principal repayments of $0.875 million (all repaid in prior years) and the Incremental Term Loan required quarterly principal repayments of $4.5625 million. Subsequent to the June 2024 Amendment, the Term A Loan and the Term B Loan require quarterly principal repayments of $3.125 million and $1.250 million, respectively (each commencing in September 2024), and each of the New Term Loans requires a lump sum repayment of the remainder outstanding at maturity. We are also required to make annual prepayments of outstanding obligations under the Credit Facility (applied first to the New Term Loans, then to the Revolver, in the manner set forth in the Credit Facility) ranging from 0% — 50% (based on a defined leverage ratio) of specified excess cash flow for the prior fiscal year. No prepayments based on excess cash flow were required in 2022, 2023, 2024, or will be required in 2025. In addition, prepayments of outstanding obligations under the Credit Facility (applied as described above) may also be required in the amount of specified net cash proceeds received above a specified annual threshold (including proceeds from the disposal of certain assets). No prepayments based on net cash proceeds were required in ~~2022~~2025, ~~2023~~2024, ~~2024~~2023, or will be required in ~~2025~~2026. Any outstanding amounts under the Revolver are due at maturity.

Activity under our Credit Facility for the periods indicated is set forth below (in millions):


	Revolver (excluding L/C)		Term loans
Outstanding balances as of December 31, 2024	$	—	$	741.2
Amount borrowed in Q1 2025	310.0		—
Amount repaid in Q1 2025	(160.0)		(4.375)		(1)
Amount borrowed in Q2 2025	190.0		—
Amount repaid in Q2 2025	(250.0)		(4.375)		(1)

Amount repaid in Q3 2025	(90.0)		(4.375)		(1)

Amount repaid in Q4 2025	—		(4.375)		(1)
Outstanding balances as of December 31, 2025	$	—	$	723.7

	Revolver(excluding L/C)			Term loans
Outstanding balances as of December 31, 2021	$	—		$	660.4
Amount borrowed in Q1 2022	228.0			—
Amount repaid in Q1 2022	(228.0)			(4.5625)		(1)
Amount borrowed in Q2 2022	348.0			—
Amount repaid in Q2 2022	(348.0)			(4.5625)		(1)
Amount borrowed in Q3 2022	359.0			—
Amount repaid in Q3 2022	(359.0)			(4.5625)		(1)
Amount borrowed in Q4 2022	300.0			—
Amount repaid in Q4 2022	(300.0)			(19.5625)		(2)
Outstanding balances as of December 31, 2022	$	—		$	627.2
Amount borrowed in Q1 2023	281.0			—
Amount repaid in Q1 2023	(281.0)			(4.5625)		(1)
Amount borrowed in Q2 2023	200.0			—
Amount repaid in Q2 2023	(200.0)			(4.5625)		(1)
Amount borrowed in Q3 2023	140.0			—
Amount repaid in Q3 2023	(140.0)			(4.5625)		(1)
Amount borrowed in Q4 2023	270.0			—
Amount repaid in Q4 2023	(270.0)			(4.5625)		(1)
Outstanding balances as of December 31, 2023	$	—		$	608.9
Amount borrowed in Q1 2024	285.0			—
Amount repaid in Q1 2024	(257.0)			(4.5625)		(1)
Amount borrowed in Q2 2024	180.0		(3)	750.0		(4)
Amount repaid in Q2 2024	(208.0)			(604.3)		(5)
Amount borrowed in Q3 2024	20.0			—
Amount repaid in Q3 2024	(20.0)			(4.375)		(6)
Amount borrowed in Q4 2024	313.0			—
Amount repaid in Q4 2024	(313.0)			(4.375)		(6)
Outstanding balances as of December 31, 2024	$	—		$	741.2

(1) Represents scheduled quarterly principal repayments under the Term Loans.

Interest we paid under the Credit Facility (1included in "net cash provided by operating activities") ~~Represents~~, including the ~~scheduled~~impact ~~quarterly~~of ~~principal~~our ~~repayment~~interest rate swap agreements (described below), was $42.4 million in 2025 (2024 — $44.6 million; 2023 — $45.3 million). Interest rates for outstanding borrowings under the ~~Incremental~~Credit ~~Term~~Facility ~~Loan~~at December 31, 2025, are described under "Capital Resources" below. Any increase in prevailing interest rates, margins, or amounts borrowed, would cause our interest expense to increase. Under the Credit Facility, we are required to pay a commitment fee on the unused portion of the Revolver, which is calculated based on a defined consolidated leverage ratio and the daily balance outstanding. Commitment fees paid in 2025 were $2.3 million (2024 — $2.0 million; 2023 — $1.6 million). In 2025, we paid $0.2 million (2024 — $11.1 million; 2023 — $0.4 million) in connection with security arrangements under, and/or the amendment of, our Credit Facility. We paid higher debt issuance costs in 2024 compared to 2025 and 2023 due to the June 2024 Amendment.

~~(2) Represents~~See ~~the~~"Operating ~~scheduled~~Results ~~quarterly~~— ~~principal~~Finance ~~repayment~~Costs" ~~under~~above ~~the~~for ~~Incremental Term Loan and~~ a ~~$15.0~~description ~~million~~of ~~voluntary~~Finance ~~prepayment~~Costs ~~under~~incurred ~~the~~in ~~Initial~~2025, ~~Term~~2024 ~~Loan.~~and 2023.

(3) A portion was used to fund the NCS purchase price.

(4) Represents borrowings under the New Term Loans.

(5) Represents the repayment and termination of the Initial Term Loan and Incremental Term Loan.

(6) Represents scheduled quarterly principal repayments under the New Term Loans.

Interest we paid under the Credit Facility, including the impact of our interest rate swap agreements (described below), was $44.6 million in 2024 (2023 — $45.3 million; 2022 — $36.3 million). Interest we paid under the Credit Facility in 2024 was relatively consistent with 2023. We paid higher interest under our Credit Facility in 2023 compared to 2022 as a result of higher interest rates, partially offset by lower average intra-quarter borrowings during 2023 compared to 2022 (see the table above). Finance Costs we paid in 2024 under our A/R sales agreement and customer SFPs was $1.2 million (2023 — $16.3 million; 2022 — $10.8 million). We paid lower Finance Costs under our A/R sales program and customer SFPs in 2024 compared to 2023, primarily due to lower aggregate amounts of A/R sold in 2024 (approximately $182 million) compared to 2023 (approximately $1,959 million). We paid higher Finance Costs under our A/R sales program and customer SFPs in 2023 compared to 2022 due to higher interest rates, offset in part by the effect of lower aggregate amounts of A/R sold in 2023 compared to 2022 under these arrangements (aggregate of approximately $1,959 million during 2023 compared to approximately $2,218 million during 2022). See "Operating Results — Finance Costs" above for a description of Finance Costs incurred in 2024, 2023 and 2022.

Any increase in prevailing interest rates, margins, or amounts borrowed, would cause our interest expense to increase. Interest rates for outstanding borrowings under the Credit Facility at December 31, 2024, are described under "Capital Resources" below.

Under the Credit Facility, we are required to pay a commitment fee on the unused portion of the Revolver, which is calculated based on a defined consolidated leverage ratio and the daily balance outstanding. Commitment fees paid during 2024 were $2.0 million (2023 — $1.6 million; 2022 — $1.4 million). We paid debt issuance costs of $11.1 million in 2024 (2023 — $0.4 million; 2022 — $0.8 million) in connection with security arrangements under, and/or the amendment of, the Credit Facility. We paid higher debt issuance costs in 2024 compared to 2023 and 2022 due to the June 2024 Amendment.

Principal payments of finance leases:

During ~~2024~~2025, we paid $911.75 million (~~2023~~2024 — $9.97 million; ~~2022~~2023 — $89.49 million) in principal payment of finance leases.

Proceeds from partial TRS ~~settlement~~settlements and re-strike transactions:

In each of September 2023 and February 2024, we terminated a portion of the TRS Agreement by reducing the notional amount ~~thereunder~~ by 0.5 million Common Shares and 1.25 Inmillion ~~connection~~Common ~~therewith~~Shares, werespectively, and received $5.0 million and $32.3 million from the ~~relevant~~ counterparty., ~~In February 2024~~respectively, weeach ~~terminated a further portion~~ of ~~the~~which ~~TRS~~was ~~Agreement~~recorded byin ~~reducing~~cash ~~the~~provided ~~notional amount thereunder~~ by anfinancing ~~additional~~activities ~~1.25 million Common Shares, and received $32.3 million from the relevant counterparty~~ in ~~connection~~our ~~therewith.~~consolidated ~~See~~statements ~~note~~of 19cash ~~to the 2024 AFS for further detail~~flows.

~~SBC~~The value of the TRS Agreement is determined by comparing the market price of our Common Shares to the fixed price paid by the counterparty for such shares (Strike Price). In each of December 2025 and March 2025, we re-struck our TRS Agreement with a Strike Price of $288.87 per share and $91.58 per share, respectively, and received $246.6 million and $98.6 million from the counterparty, respectively, each of which was recorded in cash ~~settlement:~~provided by financing activities in our consolidated statements of cash flows.

InSBC ~~2024, we made a~~ cash payment of $84.6 million (2023 — $7.7 million) for the withholding taxes in connection with the RSUs and PSUs that vested during the year. In 2023, we also settled a portion of RSUs and PSUs that vested during the year with a cash payment of $49.8 million.settlements:

~~Prior~~In ~~to September 2023~~2025, we ~~were~~made ~~party to~~ a ~~services~~cash ~~agreement~~payment ~~with~~of ~~Onex~~$224.8 ~~for~~million ~~the~~(2024 ~~services~~— of$84.6 anmillion; ~~Onex~~2023 ~~officer~~— as$7.7 amillion) ~~member~~for ofthe ~~our~~withholding ~~Board,~~taxes ~~pursuant~~in toconnection ~~which~~with ~~Onex~~the ~~received~~SBC ~~compensation.~~awards ~~This~~that ~~agreement~~vested ~~terminated~~during ~~automatically~~the inyear. ~~September~~In 2023, ~~and in accordance with its provisions,~~ we ~~paid~~also ~~Onex~~settled ~~approximately~~a ~~$9.2~~portion ~~million~~of inemployee ~~cash~~RSUs inand ~~October~~PSUs ~~2023~~that tovested ~~settle~~during ~~Onex's~~the ~~then-outstanding~~year ~~DSUs.~~with ~~The~~a ~~Onex~~cash ~~officer~~payment ~~resigned~~of ~~from our Board in September 2023~~$49.8 million.

In October 2023, in connection with the termination of a service agreement with Onex Corporation (Onex), our then-controlling shareholder, for the services of an Onex officer to serve as a director of Celestica, we paid Onex approximately $9.2 million in cash to settle Onex's then-outstanding DSUs.

Cash requirements:

Our working capital requirements can vary significantly from month-to-month due to a range of business factors, including the ramping of new programs, expansion of our services and business operations, timing of purchases, higher levels of inventory for new programs and anticipated customer demand, timing of payments and A/R collections, and customer forecasting variations. The international scope of our operations may also create working capital requirements in certain countries while other countries generate cash in excess of working capital needs. Moving cash between countries on a short-term basis to fund working capital is not always expedient due to local currency regulations, tax considerations, and other factors. As a result, we make intra-quarter borrowings and repayments under the Revolver (Intra-Quarter B/Rs,) (see ~~the Credit Facility activity table under~~ "Financing and Finance Costs — Credit Agreement" above for Intra-Quarter B/Rs ~~during~~we ~~recent~~made ~~periods~~in 2025), sell A/R through our A/R sales program, and/or participate in available customer SFPs, when deemed necessary or desirable to effectively manage our short-term liquidity and working capital requirements. The timing and the amounts we borrow or repay under these facilities can vary significantly from month-to-month depending upon our cash requirements. As our operating activities provided funding for a substantial portion of our working capital needs, we sold fewer A/R under our A/R sales program and customer SFPs in ~~2024~~each ~~compared~~of to2025 ~~2023,~~ and ~~made smaller Intra-Quarter B/Rs in~~ 2024 compared to 2023. See "~~Cash~~Capital ~~provided~~Resources" bybelow ~~and~~for ~~used~~a indescription ~~financing~~of ~~activities~~our —A/R ~~Financing~~sales ~~and~~program ~~Finance Costs" above~~ and ~~"Financing Arrangements" below~~SFPs.

Based on our current cash flow budgets and forecasts of our short-term and long-term liquidity needs, we continue to believe that our current and projected sources of liquidity will be sufficient to fund our anticipated liquidity needs for the next twelve months and beyond. Specifically, we believe that cash flow from operating activities, together with cash on hand, availability under the Revolver ($~~738~~739.92 million at December 31, ~~2024~~2025), potential availability under uncommitted intraday and overnight bank overdraft facilities, and cash from accepted sales of A/R, will be sufficient to fund our anticipated working capital needs, planned capital spending, contractual obligations and other cash requirements (including any required SBC share repurchases and SBC cash settlements, debt repayments and Finance Costs). See "Capital Resources" below. Notwithstanding the foregoing, although we anticipate that we will be able to repay or refinance outstanding obligations under our Credit Facility when they mature, there can be no assurance we will be able to do so, or that the terms of any refinancing will be favorable. In addition, we may require additional capital in the future to fund capital expenditures, acquisitions, strategic transactions or other investments. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our objectives, operating performance, economic and capital market conditions and other relevant circumstances. Our operating performance may also be affected by matters discussed under the Risk Factors section of this Annual Report, of which this MD&A forms a part. These risks and uncertainties may adversely affect our long-term liquidity.

overnight bank overdraft facilities, and cash from accepted sales of A/R, will be sufficient to fund our anticipated working capital needs, planned capital spending, contractual obligations and other cash requirements (including any required SBC share repurchases, debt repayments and Finance Costs). See "Capital Resources" below. Notwithstanding the foregoing, although we anticipate that we will be able to repay or refinance outstanding obligations under our Credit Facility when they mature (our primary current long-term cash liquidity requirement), there can be no assurance we will be able to do so, or that the terms of any refinancing will be favorable. In addition, we may require additional capital in the future to fund capital expenditures, acquisitions (including contingent consideration payments), strategic transactions or other investments. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our objectives, operating performance, economic and capital market conditions and other relevant circumstances. Our operating performance may also be affected by matters discussed under the Risk Factors section of this Annual Report, of which this MD&A forms a part. These risks and uncertainties may adversely affect our long-term liquidity.

Contractual Obligations:

At December 31, 2025, we had known contractual obligations that require future payments as follows (in millions):

	Total		~~2025~~2026		~~2026~~2027		~~2027~~2028		~~2028~~2029		~~2029~~2030		Thereafter
Borrowings under Credit Facility(i)	$	~~741~~723.27	$	17.5	$	17.5	$	17.5	$	17198.57	$	~~198~~5.70	$	~~472~~467.5
Lease obligations(ii)	~~253~~242.91		4752.23		41.20		3132.7		2728.79		2628.80		7959.32
Pension and non-pension post-employment plan estimated contributions(iii)	2021.08		2021.08		—		—		—		—		—
Binding purchase order obligations(iv)	49,~~288~~782.20		49,~~222~~495.43		61273.1		210.62		23.14		—		—
Purchase obligations under IT support agreements	9192.8		2931.08		2124.67		1516.92		108.04		57.21		104.16
Total(v)	$	510,~~395~~862.14	$	49,~~336~~618.17	$	~~141~~356.43	$	6776.76	$	57239.34	$	~~230~~40.71	$	~~561~~531.93

(i) Represents annual ~~amortization~~repayment of the ~~New~~ Term Loans, as well as principal repayment obligations at maturity (June 2029 for borrowings under the Term A Loan and June 2031 for the Term B Loan), based on amounts outstanding asat of December 31, ~~2024~~2025, but excludes related interest and fees. See "Liquidity — Cash ~~provided~~used byin and ~~used~~provided inby financing activities — Financing and Finance Costs" above for maturity dates, prepayment obligations, and annual interest and commitment fees paid under the Credit Facility in ~~2022~~2023 —to ~~2024~~2025. See "Capital Resources" below and note 11 to our ~~2024~~2025 AFS for a description of the Credit Facility, including amounts outstanding thereunder, and applicable interest rates, commitment fee rates and margins. No mandatory principal prepayments of the ~~New~~ Term Loans based on specified excess cash flow or net cash proceeds will be required in ~~2025~~2026, but we are currently unable to determine whether any such prepayments will be required thereafter. 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 (and is not waived), the Administrative Agent may declare all amounts under the Credit Facility to be immediately due and payable, and may cancel the lenders' commitments to make further advances thereunder.

(ii) Consists of lease payments associated with lease liabilities recognized on our consolidated balance sheet as of December 31, 2024, as well as lease payments under our lease of certain space in Richardson, Texas (Texas Lease) from April 2027 through March 2032 ($0.9 million in 2027, $1.3 million in 2028, $1.3 million in 2029 and $3.0 million thereafter). The Texas Lease was not recognized as liabilities at December 31, 2024 on our consolidated balance sheet because such lease has not yet commenced. See note 7 to our 2024 AFS.69

~~(iii) The funding requirement for 2025 was based~~ on ~~our~~unpaid ~~latest~~amounts ~~actuarial~~at ~~valuations.~~an ~~See~~annual ~~note~~rate 17equal to ~~our~~the ~~2024~~sum ~~AFS.~~of A(i) ~~significant~~2%, ~~deterioration~~plus in(ii) the ~~asset~~rate ~~values~~per orannum ~~asset~~otherwise ~~returns~~applicable ~~could lead~~ to ~~higher~~such ~~than~~unpaid ~~expected~~amounts, ~~future~~or ~~contributions.~~if ~~Adjustments~~no torate ~~actuarial~~is ~~valuation~~specified ~~measurements~~or ~~may~~available, ~~also~~the ~~result~~rate inper ~~higher~~annum ~~future~~applicable ~~cash~~to ~~contributions.~~Base WeRate ~~fund~~revolving ~~our~~loans. ~~pension~~If ~~and~~an ~~non-pension~~event ~~post-employment~~of ~~plan~~default ~~contributions~~occurs ~~from~~and ~~cash~~is oncontinuing ~~hand.~~(and ~~Although~~is wenot ~~have~~waived), ~~defined~~the ~~benefit~~Administrative ~~plans~~Agent ~~that~~may ~~are~~declare ~~currently~~all inamounts aunder ~~net~~the ~~unfunded~~Credit ~~position,~~Facility weto dobe ~~not~~immediately ~~expect~~due ~~our~~and ~~pension~~payable, ~~obligations~~and ~~will~~may ~~have~~cancel athe ~~material~~lenders' ~~adverse~~commitments ~~impact~~to onmake ~~our~~further ~~future~~advances ~~results of operations, cash flows or liquidity~~thereunder.

(ivii) Consists of ~~anticipated~~lease payments ~~for~~associated ~~purchase~~with ~~obligations~~lease liabilities recognized on our consolidated balance sheet asat of December 31, ~~2024 ($1~~2025,~~294.8~~ ~~million recorded in A/P~~ and ~~$805.4~~excludes ~~million recorded in accrued and other current liabilities, both included in the amount for 2025) and~~ $~~2,188~~132.03 million ~~in outstanding purchase orders not recognized on our consolidated balance sheet as~~ of ~~December 31,~~payments ~~2024, as the~~ related ~~services~~to orleases ~~purchases~~signed ~~were~~but not ~~rendered~~yet orcommenced ~~received~~at ~~(as applicable) as of~~ December 31, ~~2024~~2025. ASee ~~substantial~~note ~~portion~~7 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. In some cases, we have cash deposits from customers to ~~help mitigate~~ our ~~exposure~~2025 ~~in connection with acquired inventory~~AFS.

(viii) ~~This~~The ~~table~~funding ~~excludes~~requirement ~~$49.4~~for ~~million~~2026 ofwas ~~long-term~~based ~~deferred~~on ~~income~~our ~~tax~~latest ~~liabilities~~actuarial ~~and~~valuations. ~~$58~~See note 16 to our 2025 AFS.0 ~~million~~A ofsignificant ~~provisions~~deterioration ~~and~~in ~~other~~the ~~non-current~~asset ~~liabilities~~values ~~primarily~~or ~~pertaining~~asset returns could lead to ~~warranties,~~higher asthan weexpected ~~are~~future ~~unable~~contributions. Adjustments to ~~reliably~~actuarial ~~estimate~~valuation ~~the~~measurements ~~timing~~may ofalso ~~any~~result ~~future~~in ~~payments~~higher ~~related~~future ~~thereto~~cash contributions. ~~However,~~We ~~long~~fund our pension and non-~~term~~pension ~~liabilities~~post-employment ~~included~~plan contributions from cash on ~~our~~hand. ~~consolidated~~Although ~~balance~~we ~~sheet~~have atdefined ~~December 31~~benefit plans that are currently in a net unfunded position, ~~2024~~we ~~include~~do ~~these~~not ~~items.~~expect Inour ~~addition~~pension obligations will have a material adverse impact on our future results of operations, atcash flows or liquidity.

78(iv) Consists of anticipated payments for purchase obligations recognized on our consolidated balance sheet at December 31, 2025 ($1,866.1 million recorded in A/P and $1,155.7 million recorded in accrued and other current liabilities and provisions, both included in the amount for 2026) and $6,760.2 million in outstanding purchase orders not recognized on our consolidated balance sheet at December 31, 2025, as the related services or purchases were not rendered or received (as applicable) at December 31, 2025. 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. In some cases, we have cash deposits from customers to help mitigate our exposure in connection with acquired inventory.

(v) This table excludes $41.2 million of long-term deferred income tax liabilities and $65.6 million of other non-current liabilities and provisions primarily pertaining to warranties, as we are unable to reliably estimate the timing of any future payments related thereto. However, long-term liabilities included on our consolidated balance sheet at December 31, ~~2024~~2025 include these items. In addition, at December 31, 2025, our interest rate swap agreements require us to pay a fixed rate of interest with respect to an aggregate of $~~330~~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. Further, we are party to the TRS Agreement to manage our cash flow requirements and exposure to fluctuations in the price of our Common Shares in connection with the settlement of certain outstanding equity awards under our SBC plans. Under the TRS Agreement, the counterparty is obligated to make a payment to us upon its termination (in whole or in part) or expiration (Settlement) based on the increase (if any) in the value of the TRS ~~(as~~Agreement ~~defined in such agreement)~~ over the agreement's term, in exchange for periodic payments made by us based on ~~the~~Secured ~~counterparty's~~Overnight ~~Common~~Financing ~~Share~~Rate ~~purchase costs and~~ (SOFR) plus a specified margin. Similarly, if the value of the TRS Agreement decreases over the term of such agreement, we are obligated to pay the counterparty the amount of such decrease upon Settlement. See "Financing Arrangements — TRS" below for a description of a partial Settlement of the TRS Agreement in each of Q3 2023 and Q1 2024, and payments to us by the counterparty in connection therewith. As the interest payments will vary from period to period and the value of our Common Shares upon further Settlement cannot be determined at this time, this table also excludes the interest and or other payments that may be payable by us with respect to the TRS Agreement. See "Cash used in and provided by financing activities — Proceeds from partial TRS settlement and re-strike transactions" above for a description of partial TRS settlements and re-strike transactions.

Additional Commitments:

AsAt at December 31, ~~2024~~2025, we had additional commitments that expire as follows (in millions):

	Total		~~2025~~2026		~~2026~~2027		~~2027~~2028		~~2028~~2029		~~2029~~2030		Thereafter
Foreign currency forward contracts and swaps notional amounts	$	~~748~~874.06	$	~~748~~874.06	$	—	$	—	$	—	$	—	$	—
L/Cs, letters of guarantee and surety bonds(i)	3448.19		1018.63		70.16		0.18		—10.8		110.17		517.27
Capital expenditures(ii)	49257.27		49257.27		—		—		—		—		—
Total	$	~~831~~1,181.32	$	~~807~~1,150.86	$	70.16	$	0.18	$	—10.8	$	110.17	$	517.27

(i) Includes $1110.18 million in L/Cs issued under our Revolver, which matures in June 2029. See "Liquidity — Cash ~~provided~~used byin and ~~used~~provided inby financing activities — Financing and Finance Costs" above for the maturity dates of obligations under the Credit Facility.

(ii) AsBased aton ~~December 31,~~our ~~2024~~current plans, ~~management~~we ~~had~~anticipate ~~approved $74.6 million for~~ capital ~~expenditures,~~spending ~~primarily to increase manufacturing space at certain facilities and~~ for ~~machinery~~2026 ~~and equipment~~ to ~~support~~be ~~new customer programs (~~approximately 386% of ~~which~~currently isanticipated ~~committed for the Americas~~revenue, ~~approximately 53% of which is committed for Asia,~~ and ~~the~~expect ~~remainder~~to offund ~~which~~these isexpenditures ~~committed~~from ~~for~~cash ~~Europe).~~generated Offrom ~~such approved amount, $49~~operations.2 ~~million~~Our inintended ~~purchase~~2026 ~~orders~~capital ~~were~~spending ~~issued~~reflects toalignment ~~third-party vendors as~~ of ~~December 31,~~our ~~2024.~~global ~~Our~~footprint ~~capital~~with ~~spending~~a ~~varies~~multi-year ~~each~~capacity ~~period~~road ~~based~~maps ~~on,~~of ~~among~~our ~~other~~key ~~things,~~customers ~~the~~in ~~timing~~support of ~~new~~their ~~business~~large-scale ~~wins~~investments ~~and~~in ~~forecasted~~data ~~sales~~center ~~levels.~~infrastructure ~~Based~~and onAI ~~our~~capabilities. ~~current~~These ~~plans, we anticipate~~ capital ~~spending~~expenditures ~~for~~include ~~2025~~a tocombination ~~be between 1.5% to 2.0%~~ of ~~revenue,~~capacity additions and ~~expect~~upgrades to ~~fund~~manufacturing ~~these~~capabilities ~~expenditures~~with ~~from~~expanded ~~cash~~power onavailability, ~~hand~~as ~~and~~well ~~through~~as ~~the~~additions ~~financing~~of ~~agreements~~new ~~described~~design ~~below~~centers. ~~under~~See ~~"Capital~~note ~~Resources."~~20 ~~Our~~to ~~intended~~our 2025 ~~capital spending is geared towards capacity expansion at certain sites in support of demand for AI/ML compute and HPS programs~~AFS.

Cash outlays for our contractual obligations and commitments identified in the tables above are expected to be funded from cash on hand and through the financing arrangements described below under "Capital Resources." 70

Cash outlays for our contractual obligations and commitments identified in the tables above are expected to be funded from cash on hand, cash generated from operations and through the financing arrangements described below under "Capital Resources."

Financing Arrangements:

The Term A Loan and the Term B Loan require quarterly principal repayments of $3.125 million and $1.250 million, respectively, and each of the New Term Loans requires a lump sum repayment of the remainder outstanding at maturity. As described above, we are also required to make annual prepayments of outstanding obligations under the Credit Facility based on specified excess cash flow and net cash proceeds. Although no such prepayments will be required in 2025, such prepayments may be required in future years. Any outstanding amounts under the Revolver are due at maturity. See "Liquidity — Cash ~~provided~~used byin and ~~used~~provided inby financing activities — Financing and Finance Costs" above for maturity dates, prepayment obligations, and annual interest and commitment fees paid under the Credit Facility, as well as a description of Intra-Quarter B/Rs. Interest rates applicable to borrowings under the Credit Facility are described under "Capital Resources" below.

We do not believe that the aggregate amounts outstanding under our Credit Facility as at December 31, ~~2024~~2025 ($~~741~~723.27 million under the ~~New~~ Term Loans, and $1110.18 million in ordinary course L/Cs), had or will have a material adverse impact on our liquidity, our results of operations or financial condition ~~(unless our debt obligations mature without refinancing)~~. In addition, we do not believe that Intra-Quarter B/Rs have had (or future Intra-Quarter B/Rs will have) a material adverse impact on our liquidity, results of operations or financial condition. See "Capital Resources" below for a description of our available sources of liquidity.

79 However, our current outstanding indebtedness, and the mandatory prepayment provisions of the Credit Facility (described above), require us to use a portion of our cash flow to service such debt, and may reduce our ability to fund future acquisitions and/or capital expenditures; limit our ability to obtain additional financing for future investments, working capital, or other corporate purposes; limit our ability to refinance our indebtedness on terms acceptable to us or at all; limit our flexibility to plan for and adjust to changing business and market conditions; increase our vulnerability to general adverse economic and industry conditions; and/or reduce our debt agency ratings. Existing or increased third-party indebtedness could have a variety of other adverse effects, including: (i) default and foreclosure on our assets if refinancing is unavailable on acceptable terms and we have insufficient funds to repay the debt obligations when due; and (ii) acceleration of such indebtedness or cross-defaults if we breach applicable financial or other covenants and such breaches are not waived.

~~However,~~The ~~our current outstanding indebtedness, and the mandatory prepayment provisions of the~~ Credit Facility ~~(described~~contains ~~above),~~restrictive ~~require~~covenants usthat tolimit ~~use~~our aability ~~portion~~to ofengage ~~our~~in ~~cash~~specified ~~flow~~types toof ~~service such debt~~transactions, and ~~may~~limit ~~reduce~~share ~~our~~repurchases ~~ability~~for tocancellation ~~fund~~if ~~future~~our ~~acquisitions~~consolidated ~~and/or~~secured toleverage ~~respond~~ratio to(as ~~unexpected~~defined ~~capital~~in ~~requirements;~~such ~~limit~~facility) ~~our~~exceeds ~~ability~~a tospecified ~~obtain additional financing for future investments~~amount, ~~working~~as ~~capital,~~well oras ~~other~~specified ~~corporate~~financial ~~purposes;~~covenants ~~limit~~(See ~~our~~"Capital ~~ability~~Resources" tobelow). ~~refinance~~Our ~~our~~A/R ~~indebtedness~~sales onprogram ~~terms~~requires ~~acceptable~~us to uscomply orwith atcertain ~~all;~~covenants, ~~limit~~including ~~our~~those ~~flexibility~~relating to ~~plan~~the ~~for~~fulfillment ~~and~~of ~~adjust~~payment toobligations ~~changing business~~ and ~~market~~restrictions ~~conditions;~~on ~~increase~~the ~~our~~sale, ~~vulnerability~~assignment toor ~~general~~creation ~~adverse~~of ~~economic~~liens, ~~and~~with ~~industry~~respect ~~conditions;~~to ~~and~~A/orR ~~reduce~~sold ~~our~~under ~~debt~~this ~~agency ratings~~agreement. ~~Existing~~See or"Capital ~~increased~~Resources" ~~third-party~~below ~~indebtedness~~for ~~could have~~ a ~~variety~~description of ~~other adverse effects, including: (i) default and foreclosure on~~ our ~~assets~~A/R ifsales ~~refinancing~~program ~~is unavailable on acceptable terms~~ and wecustomer have insufficient funds to repay the debt obligations when due; and (ii) acceleration of such indebtedness or cross-defaults if we breach applicable financial or other covenants and such breaches are not waivedSFPs.

~~The~~We ~~Credit~~currently ~~Facility~~are ~~contains restrictive covenants that limit our ability to engage in specified types of transactions,~~ and limit share repurchases for cancellation if our consolidated secured leverage ratio (as defined in such facility) exceeds a specified amount, as well as specified financial covenants (described in "Capital Resources" below). Currently, we expect to remain in compliance with our Credit Facility covenants and A/R sales program covenants. However, our ability to maintain compliance with applicable ~~financial~~ covenants will depend on our ongoing financial and operating performance, which, in turn, may be impacted by economic conditions and financial, market, and competitive factors, many of which are beyond our control. A breach of any such covenants could result in a default under the instruments governing our indebtedness.

As at December 31, 2024 and December 31, 2023, other than ordinary course L/Cs, no amounts were outstanding under the Revolver (however, see the Credit Facility activity table under "Financing and Finance Costs — Credit Agreement" above for Intra-Quarter B/Rs during recent periods). At December 31, 2024, nil of A/R were sold under our A/R sales program (December 31, 2023 — nil). In addition, to offset the impact of extended payment terms for particular customers on our working capital, we also participate in three customer SFPs, pursuant to which we sell A/R from such customers to third-party banks on an uncommitted basis to receive earlier payment. At December 31, 2024, an aggregate of nil of A/R were sold under the SFPs (December 31, 2023 — $18.6 million). During 2024, we sold an aggregate of approximately $182 million under our A/R sales program and customer SFPs (2023 — $1,959 million; 2022 — $2,218 million). See "Capital Resources" below for a description of our A/R sales program and SFPs. We vary the amounts we offer to sell under our A/R sales program and customer SFPs depending on our short-term ordinary course cash requirements.

We expect to fund our Finance Costs with cash on hand.

TRS:

InWe ~~December~~are ~~2022,~~party weto ~~entered into~~ the TRS Agreement with a third-party bank ~~with respect~~ to ~~an original notional amount of 3.0 million of our Common Shares (Original Notional Amount) to~~ manage our cash flow requirements and exposure to fluctuations in the price of our Common Shares in connection with the settlement of certain outstanding equity awards under our SBC plans. The ~~counterparty~~TRS ~~under~~Agreement ~~the~~provides ~~TRS~~for ~~Agreement~~automatic isannual ~~obligated~~one-year extensions (subject to ~~make~~specified aconditions), ~~payment~~and tomay usbe ~~upon~~terminated ~~its~~by ~~termination~~either party (in whole or in part) orat ~~expiration (Settlement) based on the increase (if~~ any) intime. ~~the~~The value of the TRS ~~(as~~Agreement ~~defined~~is indetermined ~~the~~by ~~TRS~~comparing ~~Agreement) over~~ the ~~agreement's~~market ~~term,~~price inof ~~exchange~~our ~~for~~Common ~~periodic~~Shares ~~payments~~to ~~made~~the byStrike usPrice. ~~based~~The ~~on the~~ counterparty's ~~Common~~under ~~Share~~the ~~purchase~~TRS ~~costs~~Agreement ~~and~~is ~~the~~obligated ~~SOFR~~to ~~plus~~make a ~~specified~~payment ~~margin.~~to ~~Similarly,~~us ifupon ~~the~~Settlement ~~value~~based ofon the ~~TRS~~increase (asif ~~defined~~any) in the value of the TRS Agreement) ~~decreases~~ over the ~~term of the~~ TRS Agreement’s term, wein ~~are~~exchange ~~obligated~~for toperiodic ~~pay~~payments ~~the~~made ~~counterparty~~by ~~the~~us ~~amount~~based ofon ~~such~~SOFR ~~decrease~~plus ~~upon~~a ~~Settlement.~~specified ~~The~~margin ~~change~~applied into ~~value of~~ the ~~TRS~~Equity isNotional ~~determined~~Amount by(defined ~~comparing~~in the ~~average~~TRS ~~amount~~Agreement ~~realized~~as byan ~~the~~amount ~~counterparty~~equal ~~upon~~to the ~~disposition~~product of ~~purchased~~(i) ~~Common Shares to~~ the ~~average~~number ~~amount~~of ~~paid for such~~ Common Shares. Inthen ~~each~~subject ofto ~~September 2023 and February 2024, we terminated a portion of~~ the TRS Agreement by(notional ~~reducing~~quantity) ~~the~~multiplied ~~Original Notional Amount~~ by ~~0.5~~(ii) ~~million~~the ~~Common~~Strike ~~Shares~~Price ~~and~~in 1effect).25 ~~million Common Shares~~Similarly, ~~respectively,~~if ~~and~~the ~~received~~value ~~$5.0~~of ~~million~~the ~~and~~TRS ~~$32.3~~Agreement ~~million,~~decreases ~~respectively,~~over ~~from~~ the ~~counterparty~~term ~~in connection therewith, which we recorded as cash provided by financing activities in our consolidated statement~~ of ~~cash flows. As~~ the ~~interest payments under the~~ TRS Agreement, ~~will~~we ~~vary~~are ~~from~~obligated ~~period~~ to ~~period~~pay ~~and~~the counterparty the ~~value~~amount of ~~our~~such ~~Common~~decrease ~~Shares~~ upon ~~further~~ Settlement. ~~cannot~~The ~~be ascertained in advance, we cannot determine future interest and/or other payments that may be payable by (or to) us with respect to our~~ TRS Agreement. Wedoes ~~expect~~not toqualify ~~fund~~for ~~required~~hedge ~~payments under our TRS Agreement from cash on hand~~accounting.

In each of September 2023 and February 2024, we terminated a portion of the TRS Agreement by reducing the notional amount by 0.5 million Common Shares and 1.25 million Common Shares, respectively, and received $5.0 million and $32.3 million from the counterparty, respectively. At December 31, 2025, our TRS Agreement had a notional quantity of 1.25 million Common Shares (December 31, 2024 — 1.25 million Common Shares). In each of December 2025 and March 2025, we re-struck our TRS Agreement with a Strike Price of $288.87 per share and $91.58 per share, respectively, and received $246.6 million and $98.6 million from the counterparty, respectively.

As the interest payments under the TRS Agreement will vary from period to period and the value of our Common Shares upon further Settlement cannot be ascertained in advance, we cannot determine future interest and/or other payments that may be payable by (or to) us with respect to our TRS Agreement. We expect to fund required payments under our TRS Agreement from cash on hand.

Repatriations:

AsAt at December 31, ~~2024~~2025, aapproximately ~~significant~~80% ~~portion~~ of our cash and cash equivalents ~~was~~were held by foreign subsidiaries outside of Canada,. aWe ~~large~~have ~~part~~repatriated and expect to continue repatriating funds from our foreign subsidiaries. Repatriation of ~~which~~certain ~~may~~foreign befunds ~~subject~~could toresult ~~withholding~~in ~~taxes~~additional ~~upon~~tax ~~repatriation~~liabilities under current tax laws. ~~Cash~~We ~~and~~have ~~cash~~recorded ~~equivalents~~tax ~~held~~liabilities byin ~~subsidiaries,~~our ~~which~~consolidated wefinancial dostatements ~~not~~for ~~intend~~the toanticipated ~~repatriate~~repatriations in the foreseeable future,. ~~are not subject to these~~

withholding taxes. We repatriated approximately $422 million of cash in 2024 from various of our foreign subsidiaries, and remitted withholding taxes of approximately $23 million. We currently expect to repatriate an aggregate of approximately $85 million of cash in the foreseeable future from various foreign subsidiaries, and have recorded anticipated related withholding taxes as deferred income tax liabilities (approximately $5 million). While some of our subsidiaries are subject to local governmental restrictions on the flow of capital into and out of their jurisdictions (including in the form of cash dividends, loans or advances to us), which is required or desirable from time to time to meet our international working capital needs and other business objectives (as described above), these restrictions have not had (and are not reasonably likely to have) a material impact on our ability to meet our cash obligations. At December 31, 2024, we had approximately $300 million (December 31, 2023 — $285 million) of cash and cash equivalents held by foreign subsidiaries outside of Canada that we do not intend to repatriate in the foreseeable future.

Capital Expenditures:

Our capital spending varies each period based on, among other things, the timing of new business wins and forecasted sales levels. See footnote (~~iii~~ii) to the "Additional Commitments" table above for a description of ~~approved capital expenditure amounts as of December 31, 2024, and~~ anticipated capital expenditures for ~~2025~~2026. We expect to fund these expenditures from cash ongenerated ~~hand~~from ~~and through the financing arrangements described below under "Capital Resources~~operations."

Common Share Repurchases and SBC settlements:

We have funded and intend to continue to fund our Common Share repurchases (for cancellation under our NCIBs ~~from~~and ~~cash~~to onsatisfy ~~hand,~~delivery ~~borrowings~~obligations under ~~the~~SBC ~~Revolver,~~plans) orand aSBC ~~combination~~cash ~~thereof.~~settlements Wefrom ~~have~~cash ~~funded,~~on ~~and expect to continue to fund~~hand, ~~Common~~borrowings ~~Share repurchases to satisfy delivery obligations~~ under ~~SBC~~the ~~plan~~Revolver, ~~awards~~or ~~from~~a ~~cash~~combination ~~on hand~~thereof. The timing of, and the amounts paid for, ~~these~~such repurchases and settlements can vary from period to period. See "Summary of Key Operating Results and Financial Information" above.

Lease Obligations:

At December 31, ~~2024~~2025, we recognized a total of $~~196~~197.82 million of finance lease and operating lease obligations (December 31, ~~2023~~2024 — $~~176~~196.58 million). Also see footnote (ii) to the "Contractual Obligations" table above. All lease obligations are expected to be funded with cash on hand and through the financing arrangements described below under "Capital Resources."

Litigation and contingencies ~~(including indemnities)~~:

In the normal course of our operations, we may be subject to litigation, investigations and other claims, including legal, regulatory and tax proceedings. Management believes that adequate provisions have been recorded where required. Although it is not always possible to estimate the extent of potential costs, if any, management believes that the ultimate resolution of all such currently pending matters will not have a material adverse impact on our financial performance, financial position or liquidity. See "Operating Results — Income ~~Taxes~~taxes and tax contingencies" above for a description of the ongoing Romanian income and value-added tax matter and Thailand ~~value-added~~ tax ~~matter~~matters.

We provide routine indemnifications, the terms of which range in duration and scope, and often are not explicitly defined, including for third-party intellectual property infringement, certain negligence claims, and for our directors and officers. ~~We have also provided indemnifications in connection with the sale of certain assets or business and each of the Secondary Offerings.~~ The maximum potential liability from these indemnifications cannot be reasonably estimated. In some cases, we have recourse against other parties or insurance to mitigate our risk of loss from these indemnifications. Historically, we have not made significant payments relating to these types of indemnifications.

Capital Resources

Our capital resources consist of cash provided by operating activities, access to the Revolver, uncommitted intraday and overnight bank overdraft facilities, an uncommitted A/R sales program, ~~three~~ uncommitted SFPs, and our ability to issue debt or equity securities. We regularly review our borrowing capacity and make adjustments, as permitted, for changes in economic conditions and changes in our requirements. We centrally manage our funding and treasury activities in accordance with corporate policies, and our main objectives are to ensure appropriate levels of liquidity, to have funds available for working capital or other investments we determine are required to grow our business, to comply with debt covenants, to maintain adequate levels of insurance, and to balance our exposures to market risks.

81At December 31, 2025, we had cash and cash equivalents of $595.6 million (December 31, 2024 — $423.3 million), the majority of which was denominated in U.S. dollars. We also held cash and cash equivalents in the following currencies: British pound sterling, Brazilian real, Canadian dollar, Chinese renminbi, Czech koruna, Euro, Hong Kong dollar, Indian rupee, Indonesian rupiah, Japanese yen, Korean won, Lao kip, Malaysian ringgit, Mexican peso, Philippine peso, Romanian leu, Singapore dollar, Taiwan dollar, and Thai baht. Our cash and cash equivalents are subject to intra-quarter swings, generally related to the timing of A/R collections, inventory purchases and payments, and other capital uses.

~~working~~As ~~capital~~of orDecember 31, 2025, an aggregate of $723.7 million was outstanding under the Term Loans, and other ~~investments~~than weordinary ~~determine~~course ~~are~~L/Cs, ~~required~~no toamounts ~~grow~~were outstanding under the Revolver (December 31, 2024 — $741.2 million outstanding under our ~~business~~Term Loans, toand ~~comply~~other ~~with~~than ~~debt~~ordinary ~~covenants~~course L/Cs, tono ~~maintain~~amounts ~~adequate~~outstanding ~~levels~~under the Revolver). See "Liquidity — Cash used in and provided by financing activities — Financing and Finance Costs" above for a discussion of ~~insurance~~amounts borrowed and repaid under our Credit Facility during 2025. Except under specified circumstances, and subject to ~~balance~~the ~~our~~payment ~~exposures~~of breakage costs (if any), we are generally permitted to ~~market~~make ~~risks~~voluntary prepayments of outstanding amounts under the Revolver and Term Loans without any other premium or penalty. Repaid amounts on the Term Loans may not be re-borrowed. Repaid amounts on the Revolver may be re-borrowed. At December 31, 2025, we had $739.2 million available under the Revolver for future borrowings, reflecting outstanding L/Cs issued under the Revolver (December 31, 2024 — $738.9 million of availability).

AtThe ~~December 31,~~Credit ~~2024,~~Facility wehas ~~had~~an ~~cash~~accordion ~~and~~feature ~~cash~~that ~~equivalents~~allows ofus ~~$423.3~~to ~~million~~increase ~~(December 31,~~the ~~2023~~Term —Loans and/or commitments under the Revolver by $~~370~~200.40 million), plus an unlimited amount to the ~~majority~~extent ofthat ~~which~~a ~~was~~defined ~~denominated~~leverage inratio ~~U.S.~~on ~~dollars.~~a Wepro ~~also~~forma ~~held~~basis ~~cash~~does ~~and~~not ~~cash~~exceed ~~equivalents~~specified limits, in ~~the~~each ~~following~~case ~~currencies:~~on ~~British~~an ~~pound~~uncommitted ~~sterling,~~basis ~~Brazilian~~and ~~real,~~subject ~~Canadian~~to ~~dollar,~~the ~~Chinese~~satisfaction ~~renminbi,~~of ~~Czech~~certain ~~koruna,~~terms ~~Euro,~~and ~~Hong~~conditions. ~~Kong~~The ~~dollar,~~Revolver ~~Indian~~also ~~rupee,~~includes ~~Indonesian~~a ~~rupiah,~~$50.0 ~~Japanese~~million ~~yen,~~sub-limit ~~Korean~~for ~~won,~~swing-line ~~Lao kip~~loans, ~~Malaysian~~providing ~~ringgit,~~for ~~Mexican~~short-term ~~peso,~~borrowings ~~Philippine~~up ~~peso,~~to ~~Romanian~~a ~~leu,~~maximum ~~Singapore~~of ~~dollar,~~ten ~~Taiwan~~business ~~dollar~~days, and ~~Thai~~a ~~baht~~$150.0 ~~Our~~million ~~cash~~sub-limit ~~and~~for ~~cash~~

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