AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 2001
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UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
COMMISSION FILE NUMBER: 1-14832
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CELESTICA INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ONTARIO, CANADA
(JURISDICTION OF INCORPORATION OR ORGANIZATION)
12 CONCORDE PLACE
TORONTO, ONTARIO CANADA M3C 3R8
(416) 448-5800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------------
SECURITIES REGISTERED OR TO BE REGISTERED
PURSUANT TO SECTION 12(b) OF THE ACT:
Subordinate Voting Shares The Toronto Stock Exchange
(TITLE OF CLASS) The New York Stock Exchange
(NAME OF EACH EXCHANGE ON WHICH REGISTERED)
Liquid Yield Option-TM- The New York Stock Exchange
Notes due 2020 (NAME OF EACH EXCHANGE ON WHICH REGISTERED)
(TITLE OF CLASS)
------------------------
SECURITIES REGISTERED OR TO BE REGISTERED
PURSUANT TO SECTION 12(g) OF THE ACT:
N/A
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SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION
PURSUANT TO SECTION 15(d) OF THE ACT:
10 1/2% Senior Subordinated Notes Due 2006
(TITLE OF CLASS)
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Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
164,320,437 Subordinate Voting Shares 0 Preference Shares
39,065,950 Multiple Voting Shares
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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 X No
Indicate by check mark which financial statement item the registrant has
elected to follow. Item 17 Item 18 X
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TABLE OF CONTENTS
PAGE
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PART I.............................................................................. 1
Item 1. Identity of Directors, Senior Management and Advisors........... 1
Item 2. Offer Statistics and Expected Timetable......................... 1
Item 3. Key Information................................................. 1
A. Selected Financial Data..................................... 1
B. Capitalization and Indebtedness............................. 4
C. Reasons for Offer and Use of Proceeds....................... 4
D. Risk Factors................................................ 4
Item 4. Information on the Company...................................... 10
A. History and Development of the Company...................... 10
B. Business Overview........................................... 11
C. Organizational Structure.................................... 24
D. Description of Property..................................... 24
Item 5. Operating and Financial Review and Prospects.................... 25
Item 6. Directors, Senior Management and Employees...................... 35
A. Directors and Senior Management of the Company.............. 35
B. Compensation................................................ 39
C. Board Practices............................................. 44
D. Employees................................................... 44
E. Share Ownership............................................. 45
Item 7. Major Shareholders and Related Party Transactions............... 49
A. Control of Registrant....................................... 49
B. Related Party Transactions.................................. 50
C. Interests of Experts and Counsel............................ 52
Item 8. Financial Information........................................... 52
A. Consolidated Statements and Other Financial Information..... 52
Item 9. The Offer and Listing........................................... 52
A. Nature of Trading Market.................................... 52
B. Plan of Distribution........................................ 54
C. Markets..................................................... 54
Item 10. Additional Information.......................................... 55
A. Share Capital............................................... 55
B. Memorandum and Articles of Incorporation.................... 55
C. Material Contracts.......................................... 59
D. Exchange Controls........................................... 59
E. Taxation.................................................... 59
F. Dividends and Paying Agents................................. 64
G. Statement by Experts........................................ 64
H. Documents on Display........................................ 64
I. Subsidiary Information...................................... 65
Item 11. Quantitative and Qualitative Disclosures about Market Risk...... 65
Item 12. Description of Securities Other than Equity Securities.......... 66
PART II............................................................................. 67
Item 13. Defaults, Dividend Arrearages and Delinquencies................. 67
Item 14. Material Modifications to the Rights of Security Holders and Use
of Proceeds..................................................... 67
Item 15. [RESERVED]...................................................... 67
Item 16. [RESERVED]...................................................... 67
PART III............................................................................ 68
Item 17. Financial Statements............................................ 68
Item 18. Financial Statements............................................ 68
Item 19. Exhibits........................................................ 68
i
PART I
IN THIS ANNUAL REPORT, "CELESTICA," THE "COMPANY," "WE," "US" AND "OUR"
REFER TO CELESTICA INC. AND ITS SUBSIDIARIES.
IN DECEMBER 1999, WE COMPLETED A TWO-FOR-ONE SPLIT OF OUR SUBORDINATE VOTING
SHARES AND MULTIPLE VOTING SHARES BY WAY OF A STOCK DIVIDEND. WE HAVE RESTATED
ALL HISTORICAL SHARE AND PER SHARE INFORMATION TO REFLECT THE EFFECTS OF THIS
TWO-FOR-ONE SPLIT ON A RETROACTIVE BASIS, EXCEPT WHERE WE SPECIFICALLY STATE
OTHERWISE.
IN THIS ANNUAL REPORT, ALL DOLLAR AMOUNTS ARE EXPRESSED IN UNITED STATES
DOLLARS, EXCEPT WHERE WE STATE OTHERWISE. UNLESS WE STATE OTHERWISE, ALL
REFERENCES TO "U.S.$" OR "$" ARE TO U.S. DOLLARS, ALL REFERENCES TO "C$" ARE TO
CANADIAN DOLLARS AND ALL REFERENCES TO "L" ARE TO BRITISH POUNDS STERLING.
UNLESS WE INDICATE OTHERWISE, ANY REFERENCE IN THIS ANNUAL REPORT TO A
CONVERSION BETWEEN U.S.$ AND C$ OR BETWEEN U.S.$ AND L IS GIVEN AS OF MARCH 1,
2001. AT THAT DATE, THE NOON BUYING RATE IN NEW YORK CITY FOR CABLE TRANSFERS IN
CANADIAN DOLLARS WAS U.S.$1.00=C$1.5465 AND IN BRITISH POUNDS STERLING WAS
U.S.$1.00=L0.6871, AS CERTIFIED FOR CUSTOMS PURPOSES BY THE FEDERAL RESERVE BANK
OF NEW YORK.
UNLESS WE INDICATE OTHERWISE, ALL INFORMATION IN THIS ANNUAL REPORT IS
STATED AS OF MARCH 1, 2001.
FORWARD-LOOKING STATEMENTS
Item 4, "Information on the Company," "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included in Item 5 and other
sections of this Annual Report contain forward-looking statements within the
meaning of section 27A of the Securities Act of 1933, as amended, or the
Securities Act, and section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act, including (without limitation) statements
concerning possible or assumed future results of operations of Celestica
preceded by, followed by or that include the words "believes," "expects,"
"anticipates," "estimates," "intends," "plans" or similar expressions. 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.
Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. You should understand that the
following important factors, in addition to those discussed in Item 3, "Key
Information -- Risk Factors" and elsewhere in this Annual Report, could affect
our future results and could cause those results to differ materially from those
expressed in such forward-looking statements: the level of overall growth in the
electronics manufacturing services industry; lower-than-expected customer
demand; component constraints; variability of our operating results among
periods; our dependence on the computer and communications industries; our
dependence on a limited number of customers; and our ability to manage
expansion, consolidation and the integration of acquired businesses.
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. SELECTED FINANCIAL DATA
You should read the following selected financial data together with Item 5,
"Operating and Financial Review and Prospects," the Consolidated Financial
Statements of Celestica Inc. in Item 18 and the other information in this Annual
Report. The selected financial data for the period from January 1, 1996 to
October 22, 1996 is derived from the audited Consolidated Financial Statements
of Celestica International Inc. (formerly Celestica North America Inc.) (the
"Predecessor Company"). The selected financial data for the year ended
December 31, 1996 represents the combined results of operations derived from the
Consolidated Financial Statements of the Predecessor Company for the period from
January 1, 1996 to October 22, 1996 and from the Celestica Inc. Consolidated
Financial Statements for the period from September 27, 1996 to
1
December 31, 1996. Celestica was inactive from September 27, 1996 to
October 22, 1996. The selected financial data for the years ended December 31,
1997, 1998, 1999 and 2000 is derived from the Celestica Inc. Consolidated
Financial Statements.
The Consolidated Financial Statements have been prepared in accordance with
Canadian generally accepted accounting principles, or GAAP. These principles
conform in all material respects with U.S. GAAP except as described in Note 24
to the Consolidated Financial Statements. For all periods presented, the
selected financial data is prepared in accordance with Canadian GAAP. The
differences between the line items under Canadian GAAP and those as determined
under U.S. GAAP are not significant except that, under U.S. GAAP: our loss for
the year ended December 31, 1998 would be $6.2 million greater due to non-cash
charges for compensation expense and the loss on extinguishment of debt
amounting to $14.3 million, net of income tax, would be treated as an
extraordinary loss; our net earnings for the year ended December 31, 1999 would
be $1.9 million less due to non-cash charges for compensation expense; our net
earnings for the year ended December 31, 2000 would be $2.5 million less due to
non-cash charges for compensation expense and $6.8 million less due to interest
on the convertible debt issued in August 2000, in the principal amount of
$1,813.6 million, that would be classified as a long-term liability rather than
as an equity instrument.
PREDECESSOR
COMPANY CELESTICA INC.
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JANUARY 1 SEPTEMBER 27
TO TO YEAR ENDED DECEMBER 31,
OCTOBER 22, DECEMBER 31, ----------------------------------------------------
1996 1996 1996(1) 1997(2) 1998(2) 1999(2) 2000(2)
---------- ------------- -------- -------- -------- -------- --------
(in millions, except per share amounts)
CONSOLIDATED STATEMENT OF
EARNINGS (LOSS) DATA:
Revenue........................ $1,728.7 $288.1 $2,016.8 $2,006.6 $3,249.2 $5,297.2 $9,752.1
Cost of sales.................. 1,643.6 260.2 1,903.8 1,866.9 3,018.7 4,914.7 9,064.1
-------- ------ -------- -------- -------- -------- --------
Gross profit................... 85.1 27.9 113.0 139.7 230.5 382.5 688.0
Selling, general and
administrative expenses...... 30.5 11.9 68.3 130.5 202.2 326.1
Amortization of intangible
assets(3).................... -- 1.8 15.3 45.4 55.6 88.9
Integration costs related to
acquisitions(4).............. -- -- 13.3 8.1 9.6 16.1
Other charges(5)............... -- -- 13.9 64.7 -- --
-------- ------ -------- -------- -------- --------
Operating income (loss)........ 54.6 14.2 28.9 (18.2) 115.1 256.9
Interest expense (income)(6)... 8.4 6.5 33.6 32.3 10.7 (19.0)
-------- ------ -------- -------- -------- --------
Earnings (loss) before income
taxes........................ 46.2 7.7 (4.7) (50.5) 104.4 275.9
Income taxes(7)................ 20.3 4.5 2.2 (2.0) 36.0 69.2
-------- ------ -------- -------- -------- --------
Net earnings (loss)............ $ 25.9 $ 3.2 $ (6.9) $ (48.5) $ 68.4 $ 206.7
======== ====== ======== ======== ======== ========
Basic earnings (loss) per
share(8)..................... $ 25,866 $ 0.08 $ (0.10) $ (0.47) $ 0.41 $ 1.01
OTHER DATA:
Capital expenditures........... $ 23.2 $ 3.2 $ 32.1 $ 65.8 $ 211.8 $ 282.8
2
CELESTICA INC.
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AS AT DECEMBER 31,
----------------------------------------------------
1996 1997 1998 1999 2000
-------- -------- -------- -------- --------
(in millions)
CONSOLIDATED BALANCE SHEET DATA:
Cash and short-term investments.................... $ 23.1 $ 106.1 $ 31.7 $ 371.5 $ 883.8
Working capital.................................... $201.5 $ 363.3 $ 356.2 $1,000.2 $2,262.6
Capital assets..................................... $ 67.3 $ 124.2 $ 214.9 $ 365.4 $ 633.4
Total assets....................................... $658.2 $1,347.3 $1,636.4 $2,655.6 $5,938.0
Total long-term debt, including current portion.... $325.0 $ 518.9 $ 135.8 $ 134.2 $ 131.9
Shareholders' equity............................... $203.2 $ 363.2 $ 859.3 $1,658.1 $3,469.3
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(1) The statement of earnings (loss) data for the year ended December 31, 1996
represents the combined revenue, cost of sales and gross profit of the
Predecessor Company for the period from January 1, 1996 to October 22, 1996,
and of Celestica for the period from September 27, 1996 to December 31,
1996. Celestica was inactive from the date of its incorporation on
September 27, 1996 to October 22, 1996. For the period from October 22, 1996
to December 31, 1996, the results of operations of the Predecessor Company
are consolidated with our results.
(2) The consolidated statement of earnings (loss) data for 1997, 1998, 1999 and
2000 includes the results of operations of (a) Design-to-Distribution
Limited (Celestica Limited) acquired effective January 1, 1997, (b) the
assets acquired from Hewlett-Packard Company in Colorado and New England in
multi-stage transactions in July, August and October 1997, on a consignment
basis prior to October 31, 1997 and on a turnkey basis thereafter and
(c) Ascent Power Technologies Inc. acquired in October 1997; for 1998, 1999
and 2000 includes the results of operations of (d) the manufacturing
operation acquired from Madge Networks N.V. in February 1998, (e) the
manufacturing operation acquired from Lucent Technologies Inc. in
April 1998, (f) Analytic Design, Inc. acquired in May 1998, (g) the
manufacturing operation acquired from Silicon Graphics Inc. in June 1998,
(h) Accu-Tronics, Inc. acquired in September 1998 and (i) a greenfield
operation established in Tennessee in September 1998; for 1999 and 2000
includes the results of operations of (j) International Manufacturing
Services, Inc. acquired December 30, 1998, (k) Signar SRO acquired in
April 1999, (l) greenfield operations established in Brazil and Malaysia in
June 1999, (m) VXI Electronics, Inc. acquired in September 1999, (n) the
assets acquired from Hewlett-Packard's Healthcare Group in October 1999,
(o) EPS Wireless, Inc. acquired in December 1999 and (p) certain assets and
repair operations acquired from Fujitsu-ICL Systems Inc. in December 1999;
and for 2000 includes the results of operations of (q) the assets of the
Enterprise Systems Group and the Microelectronics Division of IBM in
Rochester, Minnesota and in Italy acquired in February and May 2000,
respectively; (r) NDB Industrial Ltda. acquired in June 2000, (s) Bull
Electronics Inc. acquired in August 2000 and (t) NEC Technologies (UK) Ltd.
acquired in November 2000.
(3) Effective January 1, 1998, we revised the estimated useful life of our
goodwill and intellectual property for accounting purposes from 20 years
each to 10 years and 5 years, respectively.
(4) These costs include costs to implement new information systems and
processes, including salary and other costs directly related to the
integration activities in newly acquired facilities.
(5) In 1997, other charges include a $13.9 million ($8.7 million after income
taxes) credit loss relating to a customer which filed for bankruptcy.
In 1998, other charges totalled $64.7 million ($51.5 million after income
taxes), comprised of non-cash charges of $35.0 million relating to the
write-down of intellectual property, $6.8 million of goodwill which became
impaired as a result of the merger with IMS, a write-off of deferred
financing fees and debt redemption fees of $17.8 million relating to the
prepayment of debt with the net proceeds of our initial public offering and
other charges of $5.1 million.
(6) Interest expense (income) is comprised of interest expense incurred on
indebtedness less interest income earned on cash and short-term investments.
(7) Effective January 1, 1997, we changed our method of accounting for income
taxes in accordance with a new accounting standard issued under Canadian
GAAP. This new accounting standard is substantially consistent with the
existing accounting standard for income taxes under U.S. GAAP. This change
would not have had a significant effect on income taxes for the period from
September 27 to December 31, 1996. The provision for income taxes for the
Predecessor Company has not been presented on the new basis of accounting
for income taxes.
(8) For purposes of the basic earnings (loss) per share calculations, the
weighted average number of shares outstanding were for the: period from
January 1 to October 22, 1996 -- 1,000; period from September 27 to
December 31, 1996 -- 40,000,000 (subordinate voting shares); year ended
December 31, 1997 -- 69,578,710; year ended December 31,
1998 -- 102,991,428; year ended December 31, 1999 -- 167,195,200; and year
ended December 31, 2000 -- 199,785,918. Share and per share information of
the Predecessor Company has not been restated to reflect the effect of our
December 1999 two-for-one stock split.
3
B. CAPITALIZATION AND INDEBTEDNESS
Not applicable.
C. REASONS FOR OFFER AND USE OF PROCEEDS
Not applicable.
D. RISK FACTORS
SHAREHOLDERS AND PROSPECTIVE INVESTORS IN CELESTICA SHOULD CAREFULLY
CONSIDER EACH OF THE FOLLOWING RISKS AND ALL OF THE OTHER INFORMATION SET FORTH
IN THIS ANNUAL REPORT. THE RISKS AND UNCERTAINTIES WE DESCRIBE BELOW ARE NOT THE
ONLY ONES FACING OUR COMPANY. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY
KNOWN TO US OR THAT WE CURRENTLY BELIEVE TO BE IMMATERIAL MAY ALSO ADVERSELY
AFFECT OUR BUSINESS.
OUR OPERATING RESULTS FLUCTUATE
Our annual and quarterly results have fluctuated in the past. The reasons
for these fluctuations may similarly affect us in the future. Our operating
results may fluctuate in the future as a result of many factors, including:
- The volume of orders received relative to our manufacturing capacity;
- Fluctuations in material costs and the mix in material costs versus labor
and manufacturing overhead costs;
- Variations in the level and timing of orders placed by a customer due to
the customer's attempts to balance its inventory, changes in the
customer's manufacturing strategy and variation in demand for the
customer's products. These changes can result from life cycles of customer
products, competitive conditions and general economic conditions; and
- The mix of revenue derived from consignment and turnkey manufacturing
(consignment manufacturing, where the customer purchases materials, tends
to result in higher gross margins but lower revenue, and turnkey
manufacturing, where we purchase materials, tends to result in lower gross
margins but higher revenue).
Any one of the following factors or combinations of these factors could also
affect our results for a financial period:
- The level of price competition;
- Our past experience in manufacturing a particular product;
- The degree of automation we use in the assembly process;
- Whether we are managing our inventories and fixed assets efficiently;
- The timing of our expenditures in anticipation of increased sales;
- Customer product delivery requirements and shortages of components or
labor; and
- The timing of, and the price we pay for, our acquisitions and related
integration costs.
In addition, most of our customers typically do not commit to firm
production schedules for more than 30 to 90 days in advance. Accordingly, we
cannot forecast the level of customer orders with certainty. This makes it
difficult to schedule production and maximize utilization of our manufacturing
capacity. In the past, we have been required to increase staffing, purchase
materials and incur other expenses to meet the anticipated demand of our
customers. Sometimes these anticipated orders from certain customers have failed
to materialize, and sometimes delivery schedules have been deferred as a result
of changes in the customer's business needs. On other occasions, customers have
required rapid and sudden increases in production which have placed an excessive
burden on our manufacturing capacity.
4
Any of these factors or a combination of these factors could have a material
adverse effect on our results of operations.
Historically, our fourth quarter revenue has been highest and our first
quarter revenue has been lowest. Prospective investors should not rely on
results of operations in any past period to indicate what our results will be
for any future period.
WE HAVE HAD RECENT OPERATING LOSSES
We generated net earnings in each of the years from 1993 through 1996 and in
1999 and 2000. We recorded net losses of $6.9 million and $48.5 million in 1997
and 1998, respectively. In 1997, we incurred $13.3 million of integration costs
related to acquisitions and a $13.9 million credit loss, with these charges
totalling $27.2 million ($17.0 million after income taxes). In 1998, we incurred
$8.1 million of integration costs related to acquisitions, a $41.8 million
write-down of intellectual property and goodwill, a write-off of deferred
financing fees and debt redemption fees of $17.8 million and $5.1 million of
charges related to the acquisition of International Manufacturing
Services, Inc., or IMS, with these charges totalling $72.8 million
($56.5 million after income taxes). We may not be profitable in future periods.
OUR RESULTS ARE AFFECTED BY CHANGES IN MATERIAL COSTS AND LIMITED
AVAILABILITY OF COMPONENTS
Substantially all of our revenue is derived from turnkey manufacturing. In
turnkey manufacturing, we purchase directly most or all of the components we
need for production and we assemble products. We typically bear a portion of the
risk of component price changes, which could have a material adverse effect on
our gross profit margin. Our results of operations have, under past practices,
been adversely affected by substantial component price reductions. A majority of
the products we manufacture require one or more components that we order from
sole-source suppliers of these particular components. Supply shortages for a
particular component can delay production of all products using that component
or cause price increases in the services we provide. In addition, at various
times there have been industry-wide shortages of electronic components. Such
shortages, or future fluctuations in material costs, may have a material adverse
effect on our business or cause our results of operations to fluctuate from
period to period. Also, we rely on a variety of common carriers for materials
transportation and route materials through various world ports. A work stoppage,
strike or shutdown of a major port or airport could result in manufacturing and
shipping delays or expediting charges, which could have a material adverse
effect on our results of operations.
WE DEPEND ON CERTAIN INDUSTRIES
Our financial performance depends on our customers' continued growth,
viability and financial stability. Our customers, in turn, substantially depend
on the growth of the computer and communications industries. These industries
are characterized by rapidly changing technologies and short product life
cycles. Recently these industries have experienced pricing and margin pressures.
These factors affecting the computer and communications industries in general,
and the impact these factors might have from time to time on our customers in
particular, could have a material adverse effect on our business.
WE DEPEND ON A LIMITED NUMBER OF CUSTOMERS
Our two largest customers in 2000 were IBM and Sun Microsystems Inc., which
each represented more than 10% of our total 2000 revenue and collectively
represented 46% of our total 2000 revenue. Our next five largest customers
collectively represented 32% of our total revenue in 2000. Hewlett-Packard
Company, Sun Microsystems Inc. and Cisco Systems Inc., our three largest
customers in 1999, each represented more than 10% of our total 1999 revenue and
collectively represented 55% of total 1999 revenue. Our next five largest
customers represented 23% of total 1999 revenue. We expect to continue to depend
upon a relatively small number of customers for a significant percentage of our
revenue.
Generally, we do not enter into long-term supply commitments with our
customers. Instead, we bid on a project basis and have supply contracts in place
for each project. Significant reductions in sales to any of our largest
customers would have a material adverse effect on us. In addition, we generate
significant accounts receivable and inventory balances in connection with
providing manufacturing services to our customers. A
5
customer's inability to pay for the manufacturing services provided by us could
have a material adverse effect on our results of operations.
WE FACE RISKS DUE TO EXPANSION OF OUR OPERATIONS
New operations, whether foreign or domestic, can require significant
start-up costs and capital expenditures. As we continue to expand our domestic
and international operations, we may not be able to successfully generate
revenue necessary to recover start-up and operating costs. The successful
operation of an acquired business requires effective communication and
cooperation between us and our new employees, including cooperation in product
development and marketing. This cooperation may not occur or a disruption in one
or more sectors of our business may result. In addition, we may not be able to
retain key technical, management, sales and other personnel of an acquired
business for any significant length of time, and we may not realize any of the
other anticipated benefits of an acquisition. Furthermore, additional
acquisitions would require investment of financial resources and may require
debt financing or dilutive equity financing. We may not consummate any
acquisitions in the future. If we do, any debt or equity financing required for
any acquisition may not be available on terms acceptable to us.
WE FACE ADDITIONAL RISKS DUE TO OUR INTERNATIONAL OPERATIONS
During 2000, over 35% of our revenue was derived from locations outside of
North America. In addition, we purchased material from international suppliers
for much of our business, including our North American business. We believe that
our future growth depends in large part on our ability to increase our business
in international markets. We will continue to expand our operations outside of
North America. This expansion will require significant management attention and
financial resources. To increase international sales in subsequent periods, we
must establish additional foreign operations, hire additional personnel and
establish additional international facilities. We may not expand or even
maintain our international sales. If the revenue we generate from foreign
activities is inadequate to offset the expense of maintaining foreign offices
and activities, our profitability will be adversely affected. International
operations are subject to inherent risks, which may adversely affect us,
including:
- Labor unrest;
- Unexpected changes in regulatory requirements;
- Tariffs and other barriers;
- Less favorable intellectual property laws;
- Difficulties in staffing and managing foreign sales and support
operations;
- Longer accounts receivable payment cycles and difficulties in collecting
payments;
- Changes in local tax rates and other potentially adverse tax consequences,
including the cost of repatriation of earnings;
- Lack of acceptance of localized products in foreign countries;
- Burdens of complying with a wide variety of foreign laws, including
changing import and export regulations;
- Adverse changes in Canadian and U.S. trade policies with the other
countries in which we maintain operations; and
- Political instability.
The operations we acquired in the IMS acquisition in December 1998 are
subject to significant political, economic, legal and other uncertainties in
Hong Kong, China and Thailand. Under its current leadership, the Chinese
government has instituted a policy of economic reform which has included
encouraging foreign trade and investment and greater economic decentralization.
However, the Chinese government may discontinue or change these policies, and
these policies may not be successful. Moreover, despite progress in developing
its legal system, China does not have a comprehensive and highly developed
system of laws, particularly as related
6
to foreign investment activities and foreign trade. Enforcement of existing and
future laws and contracts is uncertain, and implementation and interpretation of
such laws may be inconsistent. As the Chinese legal system develops, new laws
and changes to existing laws may adversely affect foreign operations in China.
While Hong Kong has had a long history of promoting foreign investment, its
incorporation into China means that the uncertainty related to China and its
policies may now also affect Hong Kong. Thailand has also had a long history of
promoting foreign investment but it has experienced economic turmoil and a
significant devaluation of its currency in the recent past. There is a risk that
this period of economic turmoil may result in the reversal of current policies
encouraging foreign investment and trade, restrictions on the transfer of funds
overseas, employee turnover, labor unrest or other domestic economic problems
that could adversely affect us.
WE FACE FINANCIAL RISKS DUE TO FOREIGN CURRENCY FLUCTUATIONS
The principal currencies in which we conduct our operations are
U.S. dollars, Canadian dollars, Mexican pesos, British pounds sterling, Euros
and related currencies under the European Monetary Union, Thai baht and
Brazilian real. We may sometimes enter into hedging transactions to minimize our
exposure to foreign currency and interest rate risks. Our current hedging
activity is designed to reduce the variability of our foreign currency costs and
consists of contracts to sell U.S. dollars and to purchase Canadian dollars,
British pounds sterling, Mexican pesos, Euros and Thai baht at future dates. In
general, these contracts extend for periods of less than 18 months. Our hedging
transactions may not successfully minimize foreign currency risk.
WE DEPEND ON HIGHLY SKILLED PERSONNEL
Recruiting personnel for the EMS industry is highly competitive. We believe
that our future success will depend, in part, on our ability to continue to
attract and retain highly skilled executive, technical and management personnel.
We generally do not have employment or non-competition agreements with our
employees. To date we have been successful in recruiting and retaining
executive, managerial and technical personnel. However, the loss of services of
certain of these employees could have a material adverse effect on us.
WE ARE IN A HIGHLY COMPETITIVE INDUSTRY
We are in a highly competitive industry. We compete against numerous
domestic and foreign companies. Three of our competitors, SCI Systems, Inc.,
Flextronics International and Solectron Corporation, each have annual revenues
in excess of $5 billion. We also face indirect competition from the
manufacturing operations of our current and prospective customers, which
continually evaluate the merits of manufacturing products internally rather than
using EMS providers. Some of our competitors have more geographically
diversified international operations, as well as substantially greater
manufacturing, financial, procurement, research and development and marketing
resources than we have. These competitors may create alliances and rapidly
acquire significant market share. Accordingly, our current or potential
competitors may develop or acquire services comparable or superior to those we
develop, combine or merge to form significant competitors, or adapt more quickly
than we will to new technologies, evolving industry trends and changing customer
requirements. Competition could cause price reductions, reduced profits or
losses or loss of market share, any of which could materially and adversely
affect us. We may not be able to compete successfully against current and future
competitors and the competitive pressures that we face may materially adversely
affect us.
WE MAY BE UNABLE TO KEEP PACE WITH PROCESS AND TEST DEVELOPMENT CHANGE
We continue to evaluate the advantages and feasibility of new manufacturing
processes. Our future success will depend in part upon our ability to develop
and to market manufacturing services which meet changing customer needs, to
maintain technological leadership and to successfully anticipate or respond to
technological changes in manufacturing processes in cost-effective and timely
ways. Our process and test development efforts may not be successful.
7
OUR CUSTOMERS MAY BE ADVERSELY AFFECTED BY RAPID TECHNOLOGICAL CHANGE
Our customers compete in markets that are characterized by rapidly changing
technology, evolving industry standards and continuous improvements in products
and services. These conditions frequently result in short product life cycles.
Our success will depend largely on the success achieved by our customers in
developing and marketing their products. If technologies or standards supported
by our customers' products become obsolete or fail to gain widespread commercial
acceptance, our business could be materially adversely affected.
WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY
We believe that certain of our proprietary intellectual property rights and
information give us a competitive advantage. Accordingly, we have taken, and
intend to continue to take, appropriate steps to protect this proprietary
information. These steps include signing non-disclosure agreements with
customers, suppliers, employees and other parties and implementing rigid
security measures. Our protection measures may not be sufficient to prevent the
misappropriation or unauthorized disclosure of our property or information.
There is also a risk that infringement claims may be brought against us or
our customers in the future. If someone does successfully assert an infringement
claim, we may be required to spend significant time and money to develop a
manufacturing process that does not infringe upon the rights of such other
person or to obtain licenses for the technology, process or information 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 in such litigation.
OUR COMPLIANCE WITH ENVIRONMENTAL LAWS COULD BE COSTLY
Like others in similar businesses, we are subject to extensive environmental
laws and regulations in numerous jurisdictions. Our environmental policies and
practices have been designed to ensure compliance with these laws and
regulations consistent with local practice. Future developments and increasingly
stringent regulation could require us to make additional expenditures relating
to environmental matters at any of the facilities. Achieving and maintaining
compliance with present and changing future environmental laws could restrict
our ability to modify or expand our facilities or continue production. This
compliance could also require us to acquire costly equipment or to incur other
significant expenses.
Some of our operating sites have a history of industrial use. Soil and
groundwater contamination have occurred at some of our facilities, including our
Toronto site. Certain environmental laws impose liability for the costs of
removal or remediation of hazardous or toxic substances on an owner, occupier or
operator of real estate, even if such person or company was not aware of or
responsible for the presence of such substances. In addition, any person or
company who arranges for the disposal or treatment of hazardous or toxic
substances at a disposal or treatment facility may be liable for the costs of
removal or remediation of such substances at such facility, whether or not the
person or company owns or operates the facility. Pursuant to these environmental
laws, from time to time we investigate, remediate and monitor soil and
groundwater contamination at certain of our operating sites and we are currently
remediating contamination at the Toronto site. Also, we may undertake limited
compliance-related activities at some of our recently acquired facilities,
particularly in Asia.
We obtained Phase I or similar environmental assessments for most of the
manufacturing facilities that we own or lease at the time we either acquired or
leased such facilities, or reviewed recent assessments initiated by others.
Typically, these assessments include general inspections without soil sampling
or ground water analysis. The assessments have not revealed any environmental
liability that, based on current information, we believe will have a material
adverse effect on us. Nevertheless, our assessment may not reveal all
environmental liabilities and current assessments are not available for all
facilities. Consequently, there may be material environmental liabilities we are
not aware of. In addition, ongoing clean up and containment operations may not
be adequate for purposes of future laws. The conditions of our properties could
be affected in the future by the conditions of the land or operations in the
vicinity of the properties (such as the presence of underground storage tanks).
These developments and others (such as increasingly stringent environmental
laws, increasingly strict enforcement of environmental laws by governmental
authorities, or claims for damage to property or injury to persons resulting
from the environmental, health or safety impact of our operations) may cause us
to incur significant costs and liabilities that could have a material adverse
effect on us.
8
OUR LOAN AGREEMENTS CONTAIN RESTRICTIVE COVENANTS
Certain of our outstanding loan agreements contain financial and operating
covenants that limit our management's discretion with respect to certain
business matters. Among other things, these covenants restrict our ability and
our subsidiaries' ability to incur additional debt, create liens or other
encumbrances, make certain payments (including dividends) and investments, sell
or otherwise dispose of assets and merge or consolidate with other entities.
POTENTIAL ADVERSE EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE
Future sales of our subordinate voting shares in the public market, or the
issuance of subordinate voting shares upon the exercise of stock options or
otherwise, could adversely affect the market price of the subordinate voting
shares.
As of March 1, 2001, we had 164,709,070 subordinate voting shares and
39,065,950 multiple voting shares outstanding. All of the subordinate voting
shares are freely transferable without restriction or further registration under
the U.S. Securities Act, except for shares issued under employee share purchase
plans and any shares held by our affiliates (as defined in the U.S. Securities
Act). Shares held by our affiliates include all of the multiple voting shares
and 5,256,325 subordinate voting shares held by Onex. An affiliate may not sell
shares in the United States unless the sale is registered under the
U.S. Securities Act or an exemption from registration is available. Rule 144
adopted under the U.S. Securities Act permits our affiliates to sell shares in
the United States subject to volume limitations and requirements relating to
manner of sale, notice of sale and availability of current public information
with respect to Celestica.
In addition, as of March 1, 2001, there were approximately
21,621,876 subordinate voting shares reserved for issuance under our employee
share purchase and option plans and for director compensation, including
outstanding options to purchase approximately 17,075,495 shares. The sale of
such shares could adversely affect the market price of the subordinate voting
shares.
OUR COMPANY IS CONTROLLED BY ONEX CORPORATION
Onex owns, directly or indirectly, all of the multiple voting shares and
less than 1% of the outstanding subordinate voting shares. The number of shares
owned by Onex, together with those shares Onex has the right to vote, represent
86.0% of the voting interest in Celestica and include 3.2% of the outstanding
subordinate voting shares. Accordingly, Onex exercises a controlling influence
over our business and affairs and has the power to determine all matters
submitted to a vote of our shareholders where our shares vote together as a
single class. Onex has the power to elect our directors and to approve
significant corporate transactions such as certain amendments to our articles of
incorporation, mergers, amalgamations, plans of arrangement and the sale of all
or substantially all of our assets. Onex's voting power could have the effect of
deterring or preventing a change in control of our company that might otherwise
be beneficial to our other shareholders. Under our revolving credit facilities,
if Onex ceases to control Celestica our lenders could demand repayment. Gerald
W. Schwartz, the Chairman, President and Chief Executive Officer of Onex and one
of our directors, owns shares with a majority of the voting rights of the shares
of Onex. Mr. Schwartz, therefore, effectively controls our affairs. For
additional information about our principal shareholders, please turn to
Item 7(A), "Control of Registrant."
In private placements outside of the United States certain subsidiaries of
Onex offered exchangeable debentures due 2025 that are exchangeable and
redeemable under certain circumstances during their 25-year term for 9,214,320
subordinate voting shares. In addition, 1,769,077 subordinate voting shares may
be delivered, at the option of Onex or certain persons related to Onex, to
satisfy the obligations of such persons under equity forward agreements. If the
issuers of the exchangeable debentures elect or the party to the equity forward
agreements elects to deliver solely subordinate voting shares and no cash upon
the exchange or redemption, or at maturity or acceleration, of the debentures or
the settlement of the equity forward agreement, as the case may be, the number
of shares owned by Onex, together with those shares Onex has the right to vote,
would, if such delivery had occurred on March 1, 2001, represent in the
aggregate 81.5% of the voting interest in our company and less than 1% of our
outstanding subordinate voting shares.
9
POTENTIAL VOLATILITY OF SHARE PRICE
The markets for our subordinate voting shares are highly volatile. The
trading price of subordinate voting shares could fluctuate widely in response
to:
- Quarterly variations in our operations and financial results;
- Announcements by us or our competitors of technological innovations, new
products, new contracts or acquisitions;
- Changes in our prices or the prices of our competitors' products and
services;
- Changes in our product mix;
- Changes in our growth rate as a whole or for a particular portion of our
business;
- General conditions in the EMS industry; and
- Systemic fluctuations in the stock markets.
The stock markets have fluctuated widely in the past. The securities of many
technology companies, including companies in the EMS industry, have experienced
extreme price and volume fluctuations, which often have been unrelated to the
companies' operating performance. These broad market fluctuations may adversely
affect the market price of the subordinate voting shares.
POTENTIAL UNENFORCEABILITY OF CIVIL LIABILITIES AND JUDGMENTS
We are incorporated under the laws of the Province of Ontario, Canada. Most
of our directors, controlling persons and officers and certain of the experts
named in this prospectus are residents of Canada. Also, all or a substantial
portion of our assets and the assets of these persons are located outside of the
United States. As a result, it may be difficult for shareholders to initiate a
lawsuit within the United States against these non-U.S. residents, or to enforce
judgments in the United States against us or these persons which are obtained in
a U.S. court. It may also be difficult for shareholders to enforce a
U.S. judgment in Canada or to succeed in a lawsuit in Canada based only on
U.S. securities laws.
ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
Celestica was incorporated in Ontario, Canada under the name Celestica
International Holdings Inc. on September 27, 1996. Since that date, we have
amended our articles of incorporation on various occasions principally to modify
our corporate name and our share capital. Our legal name and commercial name is
Celestica Inc. We are a corporation domiciled in the Province of Ontario, Canada
and operate under the Ontario Business Corporations Act. Our principal place of
business is 12 Concorde Place, Toronto, Ontario M3C 3R8, Canada and our
telephone number is (416) 448-5800. Our web site is www.celestica.com.
Information on our web site is not incorporated by reference in this Annual
Report.
Celestica is a leading provider of electronics manufacturing services to
OEMs worldwide. Celestica is the third largest EMS provider in the world with
revenue for the year ended December 31, 2000 of approximately $9.8 billion.
As an important IBM manufacturing unit, Celestica provided manufacturing
services to IBM for more than 75 years. In 1993, Celestica began providing EMS
services to non-IBM customers. In October 1996, Celestica was purchased from IBM
by an investor group, led by Onex Corporation, which included Celestica's
management.
10
OUR ACQUISITIONS
Since the beginning of 1999, Celestica has completed the following
acquisitions, significantly enhancing its geographic reach, expanding its
customer base of leading OEMs and broadening its service offering capabilities:
- Signar SRO in the Czech Republic offered a strategic presence in Central
Europe with a long-term supply and cooperation agreement with
Gossen-Metrawatt;
- VXI Electronics, Inc. enhanced Celestica's power systems product and
service offerings in North America;
- certain assets related to Hewlett-Packard's Healthcare Solutions Group's
printed circuit board assembly operation expanded Celestica's presence in
the Northeast region of the United States and provided further product
diversification into the medical equipment market segment;
- EPS Wireless, Inc. and certain assets of Fujitsu-ICL Systems Inc.'s repair
business, both in Dallas, Texas, enhanced Celestica's North American
repair capabilities, including repair of wireless communication products
and printed circuit board products;
- assets related to IBM's Rochester, Minnesota and Vimecarte and Santa
Palomba, Italy operations enhanced Celestica's long-standing relationship
with IBM in printed circuit assembly and test services;
- NDB Industrial Ltda. enhanced Celestica's presence in South America and
put Celestica in a leadership position with communications and Internet
infrastructure customers;
- Bull Electronics Inc. enhanced our offerings in the New England area;
- NEC Technologies (UK) Ltd. enhanced Celestica's wireless communications
capacity in Europe;
- Excel Electronics, Inc. expanded Celestica's presence in the southern
United States; and
- certain manufacturing assets of Motorola, Inc. in Mt. Pleasant, Iowa and
Dublin, Ireland expanded Celestica's business relationship with Motorola.
In 1999, we established greenfield operations in Brazil and Malaysia and, in
2000, established a greenfield operation in Singapore. Celestica continues to
seek strategic acquisitions and opportunities for greenfield operations.
A listing of our acquisitions since 1997 is included in Note 2, "Selected
Financial Data."
Certain information concerning capital expenditures is set forth in Notes 3
and 22 to the Consolidated Financial Statements in Item 18.
B. BUSINESS OVERVIEW
Celestica's goal is to be the premier global full service EMS provider to
leading OEMs through leadership in technology, quality and supply chain
management. Celestica believes it is uniquely positioned to achieve this goal
given its position as one of the major EMS providers worldwide and its widely
recognized skills in its core areas of competency. The Company's strategy is to
(i) maintain our leadership position in the areas of technology, quality and
supply chain management, (ii) develop profitable, strategic relationships with
industry leaders, (iii) continually expand the range of the services we provide
to OEMs, (iv) diversify our customer base, serving a wide variety of end-markets
with increasing emphasis on the communications sector, particularly in optical
networking, (v) selectively pursue strategic acquisitions, and (vi) steadily
improve our operating margins. The Company believes that the successful
implementation of this strategy will allow Celestica to achieve superior
financial performance and enhance shareholder value.
Celestica has operations in the United States, Canada, Mexico, United
Kingdom, Ireland, Italy, Czech Republic, Thailand, China, Hong Kong, Malaysia,
Singapore and Brazil. Celestica provides a wide variety of products and services
to its customers, including the manufacture, assembly and test of complex
printed circuit assemblies, or PCAs, and the full system assembly of final
products, primarily on a build-to-order basis. In addition, we provide a broad
range of EMS services including: design, component selection and procurement,
11
prototyping, product assurance, assembly, test, failure analysis, full supply
chain management, worldwide distribution and after-sales support.
Celestica targets industry leading OEMs primarily in the computer and
communications sectors. Celestica is a supplier to over 50 OEMs, including such
industry leaders as Cisco Systems Inc., Dell Computer Corporation, EMC
Corporation, Fujitsu-ICL Systems Inc., Hewlett-Packard Company, International
Business Machines Corporation, Lucent Technologies Inc., NEC Corporation,
Motorola Inc., Nortel Networks Corporation and Sun Microsystems Inc. In the
aggregate, Celestica's top ten customers represented 85% of revenue in the year
ended December 31, 2000. The products Celestica manufactures can be found in a
wide array of end-products, including: hubs and switches, LAN and WAN networking
cards, laser printers, mainframe computers, mass storage devices, medical
ultrasound devices, modems, multimedia peripherals, PBX switches, personal
computers, photonic devices, routers, scalable processors, servers, switching
products, token ring products, video broadcasting cards, wireless base stations,
wireless loop systems and workstations.
Celestica's principal competitive advantages are its advanced capabilities
and leadership in the areas of quality process and test technology and supply
chain management. Celestica is an industry leader in a wide range of advanced
manufacturing technologies, using established and emerging process technologies,
including surface mount technology, or SMT, chip scale packaging, micro ball
grid array and column grid array. Celestica's state-of-the-art manufacturing
facilities are organized as customer focused factories, which have dedicated
manufacturing lines and customer teams. Celestica believes its test capabilities
are among the best in the industry and enable it to produce highly reliable
products, including products that are critical to the functioning of our
customers' products and systems. Celestica's size, geographic reach and leading
expertise in supply chain management allow us to purchase materials
cost-effectively and to deliver products to customers faster, thereby reducing
overall product costs and reducing the time to market.
Celestica believes that its highly skilled workforce and unique culture
represent a distinct competitive advantage and are fundamentally important to
achieving the Company's strategic objectives. Celestica's workforce is among the
most sophisticated and experienced in the EMS industry. The Company employs over
2,500 engineers. Furthermore, through innovative compensation and broad-based
employee stock ownership, Celestica has developed a unique entrepreneurial,
participative and team-based culture which is driven by the desire to
continually exceed customer expectations. Celestica's commitment to its
customers has been recognized through numerous customer and industry achievement
awards.
ELECTRONICS MANUFACTURING SERVICES INDUSTRY
OVERVIEW
The EMS industry is comprised of companies that provide a range of
manufacturing services to OEMs. The industry is (i) experiencing a rapid rate of
growth, (ii) highly fragmented and (iii) poised for continuing consolidation due
to the advantages of scale and geographic diversity. In 2000, only four EMS
providers (Celestica, SCI Systems, Inc., Flextronics International and Solectron
Corporation) achieved total revenue in excess of $5.0 billion.
We see numerous industry vectors that are fueling continued growth in the
EMS industry. These include: the growing trend by telecommunications companies
and electronics firms to outsource their manufacturing and divest of their
manufacturing assets; the impact the growth of the Internet is having on the
development of faster and more powerful hardware, such as networking devices and
servers; the growing trend for Japanese-based companies to outsource
manufacturing; and the increasing number of acquisition opportunities in the
area of EMS, including OEM divestitures.
The Company believes that, as the trend to outsourcing continues, OEMs will
increasingly outsource more complex products and services. This trend will favor
larger EMS providers that have clear advantages of scale, geographic diversity,
technology and quality, and is expected to lead to a sustained period of
consolidation in the EMS industry.
The EMS industry is highly diverse, with providers serving OEMs in a broad
range of industry segments. The computer and communications sectors are the
largest industry opportunities for EMS companies primarily due to rapidly
changing product technologies and shortening product life cycles. These industry
dynamics have
12
caused many computer and communications OEMs to outsource design, assembly, test
and worldwide distribution functions to their EMS partners.
EVOLUTION OF THE EMS INDUSTRY
Historically, OEMs were fully integrated. They invested heavily in
manufacturing assets, establishing facilities around the world to support the
manufacture, service and distribution of their products. Since the 1970s, the
EMS market has evolved significantly. In the early stages of development of the
EMS industry, EMS companies acted as subcontractors and performed simple
material assembly functions mainly on a consignment basis for
OEMs. Accordingly, the relationship between OEMs and EMS providers tended
originally to be transactional in nature.
Significant advancements in manufacturing process technology in the 1980s
enabled EMS companies to provide cost savings to OEMs while at the same time
increasing the quality of their products. Furthermore, as the capabilities of
EMS companies expanded, an increasing number of OEMs adopted and became
increasingly reliant upon manufacturing outsourcing strategies. In recent years,
large sophisticated EMS companies have further expanded their capabilities to
include providing services in support of their OEM customers, ranging from
design to advanced manufacturing, final distribution and after-sales support.
For the services they provide, the larger EMS companies generally have a lower
cost structure, superior technological know-how and more advanced manufacturing
processes relative to most of the OEM customers they serve. In this environment,
OEMs have begun increasingly to outsource front-end design functions as well as
back-end full system assembly, product test, test development, order fulfilment
and distribution functions.
By outsourcing EMS services, OEMs are able to focus on their core
competencies, including product development, sales, marketing and customer
service, while leveraging the expertise of EMS providers for design,
procurement, assembly and test operations and supply chain management. As a
result, larger, more sophisticated EMS providers have established strong
strategic relationships with many of their OEM customers.
The Company believes that the principal reasons OEMs establish relationships
with EMS providers include the following:
DECREASE TIME TO MARKET. Electronics products are experiencing increasingly
shorter product life cycles, requiring OEMs to continually reduce the time
required to bring products to market. OEMs can significantly improve product
development cycles and enhance time to market by benefitting from the expertise
and infrastructure of EMS providers. This includes capabilities relating to
design, quick-turn prototype development and rapid ramp-up of new products to
high volume production, with the critical support of worldwide supply chain
management.
REDUCE OPERATING COSTS AND INVESTED CAPITAL. As electronics products have
become more technically advanced, the manufacturing process has become
increasingly automated, requiring greater levels of investment in capital
equipment. EMS companies enable OEMs to gain access to advanced manufacturing
facilities, supply chain management and engineering capabilities, additional
capacity, greater flexibility for both product ramp-up and changeover and the
economies of scale which EMS companies provide. As a result, OEMs can reduce
overall operating costs, working capital and capital investment requirements.
FOCUS RESOURCES ON CORE COMPETENCIES. The electronics industry is
experiencing greater levels of competition and rapid technological change. In
this environment, many OEMs are seeking to focus on their core competencies of
product development, sales, marketing and customer service, and to outsource
design, manufacturing and related requirements to their EMS partners.
ACCESS LEADING MANUFACTURING TECHNOLOGIES. Electronics products and
electronics manufacturing technology have become increasingly sophisticated and
complex, making it difficult for many OEMs to maintain the necessary
technological expertise and focus required to efficiently manufacture products
internally. By working closely with EMS providers, OEMs gain access to high
quality manufacturing expertise and capabilities in the areas of advanced
process, interconnect and test technologies.
UTILIZE EMS COMPANIES' PROCUREMENT, INVENTORY MANAGEMENT AND LOGISTICS
EXPERTISE. OEMs who manufacture internally are faced with greater complexities
in planning, procurement and inventory management
13
due to frequent design changes, short product life cycles and product demand
fluctuations. OEMs can address these complexities by outsourcing to EMS
providers which (i) possess sophisticated supply chain management capabilities,
and (ii) can leverage significant component procurement advantages to lower
product costs.
IMPROVE ACCESS TO GLOBAL MARKETS. OEMs are generally increasing their
international activities in an effort to expand sales through access to foreign
markets. EMS companies with worldwide capabilities are able to offer such
OEMs global manufacturing solutions, to meet local content requirements,
distribute products efficiently around the world and lower costs.
KEY SUCCESS FACTORS
Celestica believes that the following are the key success factors for EMS
providers seeking to establish and expand relationships with leading OEMs:
SOPHISTICATED TECHNOLOGICAL CAPABILITIES. The desire among OEMs to increase
product performance, functionality and quality is driving a requirement for
increasingly complex assembly and test technologies. EMS companies which possess
sophisticated skills in manufacturing technology, and which continually innovate
and develop advanced assembly and test techniques, provide a competitive
advantage to their OEM customers. The Company believes that as the trend to
outsourcing continues, OEMs will increasingly outsource more complex products.
LARGE-SCALE AND FLEXIBLE PRODUCTION CAPACITY. Increasingly, leading
OEMs are seeking to outsource large-scale manufacturing programs. Generally
those EMS providers that can meet the volume and sensitive time-to-market
requirements associated with these programs will be able to exploit these
opportunities. EMS providers must be of a certain scale and diversity to be
awarded large-scale programs, as OEMs are often seeking partners with the
resources to support simultaneous product launches in multiple geographic
markets.
GLOBAL SUPPLY CHAIN MANAGEMENT SKILLS. EMS providers must possess the
skills required to optimize many aspects of the OEM's global supply chain, from
managing a sophisticated supplier base, component selection and cost-effective
procurement to inventory management and rapid distribution direct to
end-customers. Therefore, EMS providers who lack the sophisticated material
resource planning and information technology systems necessary to effectively
optimize the supply chain will be significantly disadvantaged in the
marketplace.
BROAD SERVICE OFFERING. In order to establish strategic relationships with
OEM customers, EMS companies must be able to effectively provide a broad
portfolio of services. These services include front-end product design and
design for manufacturability, component selection and procurement, quick-turn
prototyping, PCA test, product assurance and failure analysis and back-end
functions such as full system assembly, order fulfilment, worldwide distribution
and after-sales support, including repair services. The complex nature of
certain services such as front-end design and testing require a significant
investment in highly trained engineering personnel.
GLOBAL PRESENCE. EMS companies with global plant networks can simplify and
shorten an OEM's supply chain and significantly reduce the time it takes to
bring products to market. Additionally, EMS providers are locating in lower-cost
regions such as Mexico, Asia and Central Europe in order to complement their
offerings by providing lower cost manufacturing solutions to their OEM customers
for certain price-sensitive applications. As a result of these trends, many
large OEMs are beginning to work with a smaller number of EMS providers that, as
worldwide suppliers, can meet their needs in multiple geographic markets.
MARKET CONSOLIDATION
The Company believes that larger EMS providers which possess the above-noted
attributes will be well positioned to take advantage of anticipated growth in
the EMS industry. Conversely, the Company believes that smaller providers who
seek to serve leading OEMs will generally be disadvantaged due to a lack of
scale and their difficulty in meeting OEM requirements relating to technology,
capacity, supply chain management, broad service offerings and global
manufacturing capabilities.
The EMS industry has experienced an increase in large-scale acquisition
activity in recent years, primarily through the sale of facilities and
manufacturing operations from OEMs to larger EMS providers. OEMs have
14
tended to award these opportunities to larger EMS providers that possess the
capital, management expertise and advanced systems required to integrate the
acquired business effectively as the acquiror in most cases becomes an important
supplier to the OEM post-acquisition. For the EMS provider, these acquisitions
have been driven by the need for additional capacity, a desire to enter new
geographic or product markets and services, or a desire to establish or further
develop a customer relationship with a particular OEM.
Given this environment, Celestica believes that the EMS industry may
experience significant consolidation, driven by the continued trend among
OEMs to outsource large-volume programs to leading EMS providers, the continued
disposition of OEM manufacturing assets to these companies and acquisition
activity among EMS businesses themselves.
CELESTICA'S STRATEGY
Celestica's goal is to be the EMS "partner of choice" to leading
OEMs through leadership in technology, quality and supply chain management. To
meet this goal, Celestica has implemented the following strategy which it
believes will allow it to achieve superior financial performance and enhance
shareholder value:
LEVERAGE LEADERSHIP IN TECHNOLOGY, QUALITY AND SUPPLY CHAIN
MANAGEMENT. Celestica is committed to maintaining its leadership position in
the areas of technology, quality and supply chain management. Celestica's modern
plants and leading technological capabilities enable Celestica to produce
complex and highly sophisticated products to meet the rigorous demands of its
OEM customers. The Company's Customer Gateway Centre strategy provides customer
access to the Company's broad base of services, capabilities, skills, geographic
coverage and larger production facilities. Celestica's commitment to quality in
all aspects of its business allows Celestica to deliver consistently reliable
products to its OEM customers. The systems and processes associated with
Celestica's leadership in supply chain management enable Celestica to rapidly
ramp operations to meet customer needs, flexibly shift capacity in response to
product demand fluctuations, and effectively distribute products directly to
end-customers. Celestica often works closely with many suppliers to influence
component design for the benefit of OEM customers. Celestica has been recognized
through numerous customer and industry achievement awards.
DEVELOP AND ENHANCE RELATIONSHIPS WITH LEADING OEMS. Celestica seeks
profitable, strategic relationships with industry leaders in the computer and
communications sectors. To this end, Celestica pursues opportunities which
exploit its competitive advantages in the areas of technology, quality and
supply chain management. This strategy has allowed Celestica to establish strong
manufacturing relationships with OEMs such as Cisco Systems, Dell, EMC,
Fujitsu-ICL, Hewlett-Packard, IBM, Lucent Technologies, Motorola, NEC, Nortel
Networks and Sun Microsystems. Celestica is committed to further diversification
of its customer base and expanding its global presence as required by its
customers.
BROADEN SERVICE OFFERINGS. Celestica continually expands the breadth and
depth of the services it provides to OEMs. Although Celestica traditionally
offered its services in connection with the production of higher-end and more
complex products, Celestica has significantly broadened its offering of services
to facilitate the manufacture of a broader spectrum of products and to support
the full product lines of leading OEMs. In the last two years, Celestica has
acquired additional capabilities in prototyping and PCA design, embedded system
design, full system assembly and repair services. Celestica will continue to
broaden its design services capabilities in order to increase the value of
services to its customers. Furthermore, Celestica will continue to establish in
key locations in order to better serve customers' requirements. Celestica will
expand its capabilities and service offerings on a global basis as required by
its customers.
DIVERSIFY END-MARKETS AND GROW REVENUE WITH COMMUNICATIONS
CUSTOMERS. Celestica has a diversified customer base whose products serve the
communications, server, workstation, personal computer, storage and other
end-markets. In 2000, revenue by end-market users was as follows: server -- 33%;
communications -- 31%; workstations -- 15%; storage -- 14%; and personal
computer -- 7%. Celestica has targeted the communications segment as one of its
strategic growth markets. Communications companies are increasing the amount of
manufacturing they are outsourcing and Celestica believes its technology
capabilities and global manufacturing platform are well suited to capitalizing
on this opportunity. Celestica's goal is to grow its communications business to
$4 to $5 billion in revenue by 2001. In addition to leading communications
15
customers such as NEC, Nortel Networks, Lucent Technologies, Motorola, Cisco
Systems and Juniper Networks, Celestica has built relationships with emerging
communications companies such as Foundry Networks and Sycamore Networks.
SELECTIVELY PURSUE STRATEGIC ACQUISITIONS. As at March 1, 2001, Celestica
has completed 23 acquisitions since 1997. Celestica will continue selectively to
seek acquisition opportunities in order to (i) further develop strategic
relationships with leading OEMs, (ii) expand its capacity, (iii) diversify into
new market sectors, (iv) broaden its service offerings and (v) optimize its
global positioning. Celestica has developed and deployed a comprehensive
integration strategy which includes establishing a common culture at all
locations with broad-based workforce participation, providing a single marketing
"face" to customers worldwide, deploying common information technology
platforms, leveraging global procurement and transferring best practices among
operations worldwide.
INCREASE OPERATING MARGINS. Celestica has improved its operating margins
each quarter sequentially since the first quarter of 1999, with the exception of
the fourth quarter of 1999 compared to the first quarter of 2000 and the fourth
quarter of 2000 compared to the first quarter of 2001 due to the seasonal mix of
higher margin product in the fourth quarter. These margins are measured by
Celestica as (i) net earnings plus interest expense, income taxes, amortization
of intangible assets, integration costs related to acquisitions and other
charges, divided by (ii) revenue. Management is committed to applying its proven
strategies and processes to enhance margins in its newly acquired operations
around the world. Additionally, Celestica is executing its plan to improve
overall financial margins by (i) optimizing the allocation of production within
Celestica's worldwide network of facilities based on cost and technological
complexities, (ii) leveraging corporate procurement capabilities to lower
materials costs, (iii) increasing utilization of recently acquired facilities to
take advantage of significant operating leverage, (iv) deploying corporate cost
reduction and productivity enhancement initiatives on a global basis,
(v) consistently applying best practices among its operations worldwide, and
(vi) compensating Celestica's employees based in part on the achievement of
earnings targets. In addition, Celestica will continue its intensive focus on
maximizing asset turnover which, combined with the margin enhancements described
above, Celestica believes will increase its return on invested capital.
CELESTICA'S BUSINESS
EMS SERVICES
Celestica is positioned as a value-added provider within the EMS industry
with a full spectrum of products and services to capitalize on the extensive
technological know-how and intellectual capital within Celestica. Celestica
believes that its ability to deliver this wide spectrum of services to its OEM
customers provides Celestica with a competitive advantage over EMS providers
focused in few service areas. Celestica offers a full range of manufacturing
services including those discussed below.
SUPPLY CHAIN MANAGEMENT. Celestica utilizes its fully integrated enterprise
resource planning and supply chain management systems to enable it to optimize
materials management from supplier to end-customer. Effective management of the
supply chain is critical to the success of OEMs as it directly impacts the time
required to deliver product to market and the capital requirements associated
with carrying inventory.
DESIGN. Celestica's design team works with OEM product developers in the
early stages of product development. The design team uses advanced design tools
to enable new product ideas to progress from electrical and ASIC design to
simulation and physical layout to design for manufacturability. Electronic
linkages between the customer, the design group and the manufacturing group at
Celestica help to ensure that new designs are released rapidly, smoothly and
cohesively into production.
PROTOTYPING. Prototyping is a critical stage in the development of new
products which is enhanced by linkage between OEM and EMS engineers. Celestica's
prototyping and new product introduction centers, now referred to as "Customer
Gateway Centres," are strategically located, enabling Celestica to provide a
quick response to customer demands facilitating greater collaboration between
Celestica's engineers and those of its customers and providing a seamless entry
to Celestica's larger manufacturing facilities.
16
PRODUCT ASSEMBLY AND TEST. Celestica uses sophisticated technology in the
assembly and testing of its products, and has continually made significant
investments in developing new assembly and test process techniques and improving
product quality, reducing cost and improving delivery time to customers.
Celestica works independently and with customers and suppliers to develop
leading assembly and test technologies.
FULL SYSTEM ASSEMBLY. Celestica provides full system assembly services to
OEMs. These services require sophisticated logistics capabilities to rapidly
procure components, assemble products, perform complex testing and distribute
products to customers around the world. Celestica's full system assembly
services involve combining a wide range of sub-assemblies (including PCA) and
employing advanced test techniques to various sub-assemblies and final-end
products. Increasingly, OEMs require custom build-to-order system solutions with
very short lead times. Celestica is focused on exploiting this trend through its
advanced supply chain management capabilities.
PRODUCT ASSURANCE. Celestica believes it is one of the few EMS companies
that provides product assurance to its OEM customers. Celestica's product
assurance team performs product life testing and full circuit characterization
to ensure that designs meet or exceed required specifications. Celestica is
accredited as a National Testing Laboratory capable of testing to international
standards (E.G., Canadian Standards Association and Underwriters Laboratories).
Celestica believes that this service allows customers to attain product
certification significantly faster than is customary in the EMS industry.
FAILURE ANALYSIS. Celestica's extensive failure analysis capabilities
concentrate on identifying the root cause of failures and determining corrective
action. Root cause of failures typically relates to inherent component defects
or design robustness deficiencies. Products are subjected to various
environmental extremes, including temperature, humidity, vibration, voltage and
rate of use, and field conditions are simulated in failure analysis laboratories
which also employ advanced electron microscopes, spectrometers and other
advanced equipment. Celestica is proficient in discovering failures before
products are shipped and, more importantly, Celestica's highly qualified
engineers are very pro-active in working in partnership with suppliers and
customers to implement resolutions.
PACKAGING AND GLOBAL DISTRIBUTION. Celestica designs and tests packaging of
products for bulk shipment or single end-customer use. Celestica has a
sophisticated integrated system for managing complex international order
fulfilment, allowing Celestica to ship worldwide and, in many cases, directly to
the OEMs' end-customers.
AFTER-SALES SUPPORT. Celestica offers a wide range of after-sales support
services. This support can be individualized to meet each customer's
requirements and includes field failure analysis, product upgrades, repair and
engineering change management.
QUALITY MANAGEMENT
One of Celestica's strengths has been its ability to consistently deliver
high quality services and products. Celestica has an extensive quality
management system that focuses on continual process improvement and achieving
high customer satisfaction. Celestica employs a variety of advanced statistical
engineering techniques and other tools to assist in improving product and
service quality. All of Celestica's principal facilities are ISO certified to
ISO 9001 or ISO 9002 standards and its environmental management systems at its
Toronto, Aurora, Foothill Ranch, Fort Collins, Chippewa Falls, Mt. Pleasant,
Thailand, United Kingdom, Mexican, Italian and Dongguan facilities and most of
its Dublin facilities are also certified under ISO 14001 (environmental)
standards.
Celestica believes that its success is directly linked to high customer
satisfaction. As such, a portion of the compensation of employees is based on
the results of extensive customer satisfaction surveys conducted on Celestica's
behalf by an independent consultant.
GEOGRAPHIES
In 2000, approximately 73% of Celestica's products were delivered to
customers in North America. Celestica produces products in the United States,
Canada, Mexico, United Kingdom, Ireland, Italy, Czech Republic, Thailand, China,
Hong Kong, Malaysia and Brazil. Facilities in the Americas, Europe and Asia
17
generated approximately 62%, 27% and 11%, respectively, of Celestica's revenue
in 2000. Celestica is focused on expanding its worldwide resources and
capability. Additionally, Celestica believes that locating in lower cost
geographic regions such as Central Europe and South America complements its
service offerings by providing lower cost manufacturing solutions to its OEM
customers for certain price-sensitive applications.
Certain information concerning geographic segments is set forth in Note 22
to the Consolidated Financial Statements.
SALES AND MARKETING
Sales and marketing at Celestica is an integrated process designed to
provide a single "face" to the customer worldwide. Celestica's coordination of
efforts with key global accounts has been enhanced by the creation of
customer-focused units each headed by a general manager to oversee the entire
relationship with such customers. Celestica has a global network comprised of
direct sales people, customer service representatives, project managers and
global account executives, as well as Celestica's senior executives. Celestica's
sales resources are directed at multiple management and staff levels within
target accounts. Celestica also uses independent sales representatives in
certain geographic areas. Sales offices are located in proximity to key OEMs.
Celestica has adopted a focused marketing approach targeted at creating
profitable, strategic relationships with leading OEMs primarily in the computer
and communications sectors. To this end, Celestica is selective as to the nature
and type of business it pursues in order to position itself as a value-added
provider within the EMS industry.
CUSTOMERS
Celestica targets industry-leading customers primarily in the computer and
communications sectors. Celestica is a supplier to over 50 OEMs, including such
industry leaders as Cisco Systems, Dell, EMC, Fujitsu-ICL, Hewlett-Packard, IBM,
Lucent Technologies, Motorola, NEC, Nortel Networks and Sun Microsystems.
Celestica's electronics products can be found in a wide array of end-products,
including: hubs and switches, LAN and WAN networking cards, laser printers,
mainframe computers, mass storage devices, medical ultrasound devices, modems,
multimedia peripherals, PBX switches, personal computers, photonic devices,
routers, scalable processors, servers, switching products, token ring products,
video broadcasting equipment, wireless base stations, wireless loop systems and
workstations.
During 2000, Celestica's two largest customers, IBM and Sun Microsystems,
each represented in excess of 10% of total revenue and in the aggregate
represented 46% of total revenue. During 1999, Celestica's three largest
customers, Hewlett-Packard, Sun Microsystems and Cisco Systems, each represented
in excess of 10% of total revenue and in the aggregate represented 55% of total
revenue. Celestica's next five largest customers represented 32% of total
revenue in 2000 (compared with 23% for the next five largest customers in 1999).
Celestica generally enters into supply arrangements in connection with its
acquisition of facilities from OEMs. These arrangements generally govern the
conduct of business between the parties relating to, among other things, the
manufacture of products which were previously produced at that facility by the
seller itself. Such arrangements, which in certain instances contain limited
overhead contribution provisions or limited revenue or product volume
guarantees, are for short-term periods (from one to three years). There can be
no assurance that these arrangements will be renewed.
TECHNOLOGY AND RESEARCH AND DEVELOPMENT
Celestica uses advanced technology in the assembly and testing of the
products it manufactures. Celestica believes that its processes and skills are
among the most sophisticated in the industry, which provides Celestica with
advantages over many of its smaller and less sophisticated competitors.
SMT is the principal technology for the assembly of printed circuit boards.
Celestica's customer-focused factories include predominantly SMT lines, which
are highly flexible and are continually reconfigured to meet customer-specific
product requirements. In addition to expertise in conventional SMT technology,
Celestica has extensive capabilities across a broad range of specialized
assembly process technologies, including chip on board,
18
chip scale packaging, flip chip attach, tape automated bonding, wire bonding,
multi-chip module, ball grid array, micro ball grid array, tape ball grid array
and column grid array. Celestica also works with a wide range of substrate types
from thin flexible printed circuit boards to highly complex, dense multilayer
boards.
Celestica's assembly capabilities are complemented by advanced test
capabilities. Technologies include high speed functional testing, burn-in,
vibration, radio frequency, in-circuit and in-situ dynamic thermal cycling
stress testing. Celestica believes that its inspection technology, which
includes X-ray laminography, three-dimensional laser paste volumetric inspection
and scanning electron microscopy is among the most sophisticated in the EMS
industry. Furthermore, Celestica employs internally-developed automated robotic
technology to perform in-process repair.
Celestica's ongoing research and development activities include the
development of processes and test technologies as well as some focused product
development. Celestica is pro-active in developing manufacturing techniques
which take advantage of the latest component and product designs and packaging.
For example, NASA selected Celestica to work with engineers in its jet
propulsion laboratory to evaluate the robustness, quality and reliability of
chip scale size packaging for use on space vehicles. Furthermore, Celestica
often works with industry groups to advance the state of technology in the
industry.
SUPPLY CHAIN MANAGEMENT
Celestica has strong relationships with a broad range of suppliers.
Celestica uses electronic data interchange with its key suppliers and ensures
speed of supply through the use of automated receiving and full-service
distribution capabilities. During 2000, Celestica procured and managed over
$8 billion in materials and related services. Celestica views this size of
procurement as an important competitive advantage as it enhances its ability to
obtain better pricing, influence component packaging and design and obtain
supply of components in constrained markets.
Celestica utilizes two fully integrated enterprise systems which provide
comprehensive information on Celestica's logistics, financial and engineering
support functions. One system is used in Asia, Brazil and Europe and the other
system is common throughout the rest of Celestica. These systems provide
management with the data required to manage the logistical complexities of the
business. These systems are augmented by and integrated with other applications
such as shop floor controls, component database management and design tools.
Celestica employs a strategy of risk minimization relative to its inventory
and generally orders materials and components only to the extent necessary to
satisfy existing customer orders. Celestica has implemented specific inventory
management strategies with certain suppliers such as "line-side stocking"
(pulling inventory at the production line on an as needed basis) and "real-time
component pricing" (the ability to obtain the advantage of the most recent price
change in component pricing) designed to minimize the risk to Celestica of cost
fluctuations. In providing contract manufacturing services to its customers,
Celestica is largely protected from the risk of fluctuations in inventory costs
as these costs are generally passed through to customers.
Almost all of the products manufactured by Celestica require one or more
components, one or more of which may be ordered from a sole-source supplier, and
most full system assemblies require one or more components that are ordered from
a sole-source supplier. Some of these components are rationed in response to
supply shortages. Celestica attempts to ensure continuity of supply of these
components. In cases where unanticipated customer demand or supply shortages
occur, Celestica attempts to arrange for alternative sources of supply, where
available, or to defer planned production in response to the anticipated
unavailability of the critical components. In some cases, supply shortages will
substantially curtail production of all full system assemblies using a
particular component. In addition, at various times there have been
industry-wide shortages of electronic components. There can be no assurance that
such shortages, or future fluctuations in material cost, will not have a
material adverse effect on Celestica's results of operations, business,
prospects and financial condition.
19
INTELLECTUAL PROPERTY
Celestica holds licenses to various technologies which it acquired in
connection with acquisitions from Fujitsu-ICL, Hewlett-Packard, IBM, Madge
Networks and other companies. Celestica believes that it has secured access to
all required technology that it is currently using in the conduct of its
business.
Technology developed under IBM's ownership for use by Celestica in its
current business is licensed to Celestica by IBM pursuant to a "know-how"
license acquired in connection with the acquisition of Celestica, which allows
Celestica to employ this technology at no further cost. Also as part of the
acquisition, Celestica and IBM entered into a patent license agreement to
provide Celestica with the use of IBM patents relevant to the operation of
Celestica's business. The license fee generally is fixed for products
manufactured in Canada and is payable over the initial term of the agreement.
The agreement expires on December 31, 2001 and may be extended at Celestica's
option until expiration of all of the subject patents, on payment terms to be
negotiated by the parties.
Celestica regards its manufacturing processes and certain designs as
proprietary trade secrets and confidential information. Celestica relies largely
upon a combination of trade secret laws, non-disclosure agreements with its
customers and suppliers and its internal security systems, confidentiality
procedures and employee confidentiality agreements to maintain the trade secrecy
of its designs and manufacturing processes. Although Celestica takes steps to
protect its trade secrets, there can be no assurance that misappropriation will
not occur.
Celestica currently has a limited number of patents and patent applications
pending. However, Celestica believes that the rapid pace of technological change
makes patent protection less significant than such factors as the knowledge and
experience of management and personnel and Celestica's ability to develop,
enhance and market manufacturing services.
Celestica licenses some technology from third parties which it uses in
providing manufacturing services to its customers. Celestica believes that such
licenses are generally available on commercial terms from a number of licensors.
Generally, the agreements governing such technology grant to Celestica
non-exclusive, worldwide licenses with respect to the subject technology and
terminate upon a material breach by Celestica.
COMPETITION
The EMS industry is comprised of a large number of domestic and foreign
companies, of which four companies, Celestica, SCI Systems, Inc., Flextronics
International Ltd. and Solectron Corporation, each had annual revenue in excess
of $5.0 billion in 2000. Celestica also faces competition from current and
prospective customers which evaluate Celestica's capabilities against the merits
of manufacturing products internally. Celestica competes with different
companies depending on the type of service or geographic area. Certain of
Celestica's competitors may have greater manufacturing, financial, research and
development and marketing resources than Celestica. Celestica believes that the
primary basis of competition in its targeted markets is manufacturing
technology, quality, responsiveness, the provision of value added services and
price. To remain competitive, Celestica believes it must continue to provide
technologically advanced manufacturing services, maintain quality levels, offer
flexible delivery schedules, deliver finished products on a reliable basis and
compete favorably on the basis of price.
HUMAN RESOURCES
As of March 1, 2001, Celestica employs over 31,000 permanent and temporary
(contract) employees worldwide. A significant percentage of Celestica's
permanent employees have post-secondary education and over 2,500 are engineers.
The only Celestica employees that are unionized are certain of its employees in
the United Kingdom, Italy, Mexico and Brazil. Given the variable nature of
Celestica's project flow and the quick response time required by its customers,
it is critical that Celestica be able to quickly ramp-up and ramp-down its
production to maximize efficiency. To achieve this, Celestica's strategy has
been to employ a skilled temporary labor force, as required.
Culturally, Celestica is team-oriented, empowerment-based, dynamic and
results-oriented with an overriding sensitivity to customer service and quality
at all levels. This environment is a critical factor for
20
Celestica to be able to fully utilize the intellectual capital of its employees.
Celestica has never experienced a work stoppage or strike. Celestica believes
that its employee relations are good.
ENVIRONMENTAL MATTERS
Celestica is subject to extensive environmental, health and safety laws and
regulations, including measures relating to the release, use, storage,
treatment, transportation, discharge, disposal and remediation of contaminants,
hazardous substances and wastes, as well as practices and procedures applicable
to the construction and operation of Celestica's plants. Celestica believes that
it is in compliance in all material respects with current environmental laws.
However, there can be no assurance that Celestica will not experience
difficulties with its efforts to maintain material compliance at its facilities,
or to comply with applicable environmental laws both currently and as they
change in the future, or that its continued compliance efforts (or failure to
comply with applicable requirements) will not have a material adverse effect on
Celestica's results of operations, business, prospects and financial condition.
Celestica's need to comply with present and changing future environmental laws
could restrict Celestica's ability to modify or expand its facilities or
continue production and could require Celestica to acquire costly equipment or
to incur other significant expense.
Some of Celestica's operating sites have a history of industrial use. As is
typical for such businesses, soil and groundwater contamination has occurred at
some of Celestica's facilities, including its Toronto site, and may have
occurred in the past at other sites. Celestica from time to time investigates,
remediates and monitors soil and groundwater contamination at certain of
Celestica's operating sites and is currently remediating contamination at the
Toronto site.
Phase I or similar environmental assessments (which involve general
inspections without soil sampling or ground water analysis) were obtained for
most of the manufacturing facilities leased or owned by Celestica in connection
with Celestica's acquisition or lease of such facilities. The Company expects to
conduct such environmental assessments in respect of future property
acquisitions where consistent with local practice. These environmental
assessments have not revealed any environmental liability that, based on current
information, Celestica believes will have a material adverse effect on
Celestica's results of operations, business, prospects or financial condition,
nor is Celestica aware that it has any such material environmental liability.
Nevertheless, it is possible that Celestica's assessments do not reveal all
environmental liabilities or that there are material environmental liabilities
of which Celestica is not presently aware or that future changes in law or
enforcement standards will cause Celestica to incur significant costs or
liabilities in the future.
BACKLOG
Although Celestica obtains firm purchase orders from its customers, OEM
customers typically do not make firm orders for delivery of products more than
30 to 90 days in advance. Celestica does not believe that the backlog of
expected product sales covered by firm purchase orders is a meaningful measure
of future sales since orders may be rescheduled or cancelled.
SEASONALITY
Historically, Celestica has experienced some seasonal variation in revenue,
with revenue typically being highest in the fourth quarter and lowest in the
first quarter. See Item 5, "Operating and Financial Review and
Prospects -- Management's Discussion and Analysis of Financial Condition and
Results of Operations."
GLOSSARY
ASIC.............................. "Application specific integrated circuit." A device which
combines several functions into one silicon chip, allowing a
reduction in space and power consumption.
Ball grid array................... A silicon chip packaging technique that provides high
interconnection density at a low cost, high thermal
electrical performance, high reliability and high card
assembly yields. This technology uses an array of solder
balls to connect the silicon chip to the printed circuit
board.
21
Chip on board..................... A generic term for the use of unpackaged or "bare" silicon
that is attached to the surface of the printed circuit
board. The "bare" silicon is often sealed with an epoxy to
strengthen reliability. Chip on board allows for space
savings as well as faster signal processing speeds. Examples
of chip on board are flip chip attach, tape automated
bonding and wire bonded chips.
Chip scale packaging.............. A generic term describing a very dense packaging technique
for the silicon chip; where the final package is not much
larger than the "bare" silicon chip itself.
Column grid array................. A silicon chip packaging technique similar to ball grid
array for applications requiring a high number (greater than
1,000) of input/output connections. This technology employs
an array of column leads using high temperature solder.
Consignment....................... An outsourcing method in which the outsourcing company
provides most or all of the materials required for the
products, and the EMS provider supplies only the
manufacturing service.
EMS............................... Electronics manufacturing services.
Flip chip attach.................. A type of chip on board, flip chip attach involves attaching
the "bare" silicon directly to the printed circuit board
using solder.
Full system assembly.............. The assembly of a variety of PCAs and other
subassemblies/components into a final product, such as a
server, workstation or personal computer. Full system
assembly typically includes the testing and distribution of
the final product.
In-circuit test................... One of the first electrical tests performed on completed
PCAs, where small portions of the PCAs can be individually
tested down to the silicon chip level.
In-situ dynamic thermal cycling
stress testing.................. The electrical testing of PCAs while varying temperature, in
an effort to uncover potential defects in assembly and
electronics components.
Interconnect technology........... The series of techniques used to electrically connect
silicon chips, substrates and other electronics components
together to create a functional product.
LAN............................... "Local area network." Multiple computers linked together to
facilitate shared communications in a local or office
environment.
Micro ball grid array............. A silicon chip packaging technique very similar to ball grid
array; however, the density of the electrical input/output
leads (solder balls) is much greater.
Multi-chip module................. A packaging technique that combines multiple silicon chips
together into a single functional device.
OEM............................... Original equipment manufacturer.
PBX switch........................ "Private branch exchange switch." A switch used in a
telephone system consisting of central office trunks, a
switchboard and extension telephones which may be
interconnected with the trunks or with each other through
the switchboard and associated equipment. These switches are
typically used within a single company, office or building.
PCAs.............................. "Printed circuit assemblies." Printed circuit boards which
are populated with various electronics components to form
functional products.
Photonic devices.................. Communications equipment used in an optical network
utilizing fibre optic technology for the transmission of
information.
22
Scalable processor................ A processor system that allows for the combination of
multiple microprocessors together to provide significantly
higher processing power and speed.
Scanning electron
microscope........................ A device providing magnification of a material's surface up
to 40,000 times and allowing in-depth surface analysis.
Substrate......................... Also referred to as a "printed circuit board" or "board." A
substrate acts as a carrier to provide very dense wiring
between silicon chips. A substrate can take the form of
ceramic, plastic, film or fibreglass sheets with embedded
copper wiring.
Surface mount technology.......... A manufacturing technology for attaching electronics
components directly onto the surface of printed circuit
boards.
Tape automated bonding............ A type of chip on board, tape automated bonding involves
attaching "bare" silicon through a mass bonding method. The
silicon possesses gold or tin plated copper lead frames
which are mounted directly to the printed circuit board.
Tape ball grid array.............. A ball grid array silicon chip which is packaged on a thin
tape/film carrier.
Three-dimensional laser paste
volumetric inspection............. A inspection system that uses a laser light source and a
camera for image capture in a controlled process. It is used
to measure the volume of solder paste that has been screened
onto a printed circuit board in order to ensure solder
quality.
Token ring........................ A type of LAN technology.
Turnkey........................... An outsourcing method that turns over to the EMS provider
all aspects of manufacturing, including the procurement of
materials.
WAN............................... "Wide area network." A communications network that covers a
wide geographic area, such as a province, state or country.
Wire bonding...................... A method of attaching a "bare" silicon chip on a board. This
process involves ultrasonically bonding fine aluminum wire
(the size of a human hair) from the silicon chip to the PCB.
This procedure is often performed in a clean room
environment.
Wireless base stations............ A base station transmitter used in digital cellular
telephone networks. This is the electrical communication
device that links a cellular telephone to the telephone
network.
Wireless loop system.............. A system providing wireless communications between the
telephone network box on a residential street and all of the
homes in the neighborhood, eliminating buried telephone
cable to homes. This system can also be used in an office
campus environment.
X-ray laminography................ An inspection process used for examining the quality of
solder joints in an array package like ball grid array and
column grid array. The technique is very similar to that of
a CAT-Scan in the medical industry. The assembly is X-rayed
in slices down through the solder joints, and the images are
compared to a known good image for solder quality.
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C. ORGANIZATIONAL STRUCTURE
We conduct our business through subsidiaries operating on a worldwide basis.
The following chart identifies our principal operating subsidiaries, each of
which is wholly-owned.
[LOGO]
D. DESCRIPTION OF PROPERTY
The following table sets forth summary information with respect to our
principal facilities.
FACILITY SQUARE FOOTAGE OWNED/LEASED PRINCIPAL MANUFACTURING SERVICES
-------- -------------- ------------ --------------------------------
Toronto, Ontario...................... 1,000,000 Owned EMS
Richmond Hill, Ontario................ 121,000 Leased Power Systems
Aurora, Ontario....................... 55,000 Owned EMS
Foothill Ranch, California............ 243,000 Leased EMS (Full System Assembly)
San Jose, California.................. 242,000 Leased EMS
Portsmouth, New Hampshire............. 206,000 Leased EMS
Fort Collins, Colorado................ 200,000 Leased EMS
Nashville, Tennessee.................. 160,000 Leased EMS (Full System Assembly)
Chippewa Falls, Wisconsin............. 153,000 Owned EMS
Lowell, Massachusetts................. 150,000 Leased EMS
Rochester, Minnesota.................. 148,000 Leased EMS
Dallas, Texas......................... 91,000 Leased EMS (Repair Services)
Milwaukie, Oregon..................... 70,000 Leased Power Systems
Mt. Pleasant, Iowa.................... 70,000 Leased EMS
Chelmsford, Massachusetts............. 37,000 Leased EMS (Design Service)
Raleigh, North Carolina............... 26,000 Leased EMS (Prototype and Design)
Austin, Texas......................... 14,000 Leased EMS (Prototype)
Kidsgrove, England.................... 345,000 Owned EMS
Telford, England...................... 258,000 Owned EMS
Ashton, England....................... 147,000 Leased EMS (Full System Assembly)
Byley, England........................ 65,000 Leased EMS (Repair Services)
Bradwell Wood, England................ 42,000 Leased EMS
Vimercarte, Italy..................... 903,000 Owned EMS
Santa Palombo, Italy.................. 242,000 Owned EMS (Full System Assembly)
Dublin, Ireland....................... 210,000 Owned EMS
Dublin, Ireland....................... 53,000 Owned EMS
24
FACILITY SQUARE FOOTAGE OWNED/LEASED PRINCIPAL MANUFACTURING SERVICES
-------- -------------- ------------ --------------------------------
Rajecko, Czech Republic............... 183,000 Owned EMS
Monterrey, Mexico..................... 214,000 Leased EMS
Monterrey, Mexico..................... 113,000 Owned EMS
Monterrey, Mexico..................... 112,000 Leased EMS
Guarulhos, Brazil..................... 142,000 Leased EMS
Hortolandia, Brazil................... 35,000 Leased EMS
Dongguan, China....................... 291,000 Leased EMS
Shanghai, China....................... 40,000 Leased EMS
Laem Chabang, Thailand................ 390,000 Leased EMS
Kowloon, Hong Kong.................... 123,000 Leased Logistics Services
Kulim, Malaysia....................... 50,000 Owned EMS
Celestica's principal executive office is located at 12 Concorde Place,
Toronto, Ontario M3C 3R8. Celestica owns a 330,000 square foot facility adjacent
to its Toronto, Ontario facility which is leased to IBM Canada's Toronto
Laboratory. All of Celestica's principal facilities are ISO certified to ISO
9001 or ISO 9002 standards and its environmental management systems at our
Toronto, Aurora, Fort Collins, Foothill Ranch, Chippewa Falls, Mt. Pleasant,
Thailand, United Kingdom, Mexican, Italian and Dongguan facilities and most of
its Dublin facilities are also certified to the ISO 14001 (environmental)
standards.
The leases for Celestica's leased facilities expire between 2001 and 2015.
Celestica currently expects to be able to extend the terms of expiring leases or
to find replacement facilities on reasonable terms.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS.
GENERAL
Celestica is a leading provider of electronics manufacturing services to
OEMs worldwide and is the third-largest EMS provider in the world with 2000
revenue of $9.8 billion. Celestica provides a wide variety of products and
services to its customers, including the high-volume manufacture of complex PCAs
and the full system assembly of final products. In addition, the Company is a
leading-edge provider of design, repair and engineering services, supply chain
management and power products.
At January 30, 2001, Celestica operated 34 facilities in twelve countries.
During 1998, Celestica operated 18 facilities across North America and Europe.
The acquisition of IMS in December 1998 provided the Company with an immediate
and major presence in Asia, increasing the number of facilities to 23. Seven
facilities were added in 1999 through five acquisitions and two greenfield
establishments. In 2000, seven facilities were added through four acquisitions
and one greenfield, and three smaller facilities were consolidated.
In 1998 and 1999, Celestica completed three equity offerings, including its
initial public offering, issuing a total of 81.9 million subordinate voting
shares for net proceeds (after tax) of $1.1 billion. The net proceeds from the
initial public offering were used to prepay a significant portion of Celestica's
debt. The net proceeds of the subsequent offerings were used to fund organic and
acquisition-related growth. In March 2000, Celestica issued 16.6 million
subordinate voting shares for net proceeds (after tax) of $740.1 million, which
provided Celestica with additional flexibility to support its growth strategy.
In August 2000, Celestica completed an offering of 20-year Liquid Yield
Option-TM- Notes, or LYONs, for net proceeds (after tax) of $850.4 million. The
LYONs are recorded as an equity instrument pursuant to Canadian GAAP. See
"Convertible Debt." The Company's net debt to capitalization ratio decreased
from 57% at July 1998 to negative 28% at December 31, 2000.
In December 1999, the Company completed a two-for-one stock split of the
subordinate voting and multiple voting shares by way of a stock dividend. All
historical share and per share information has been restated to reflect the
effects of this stock split on a retroactive basis.
25
Celestica prepares its financial statements in accordance with accounting
principles which are generally accepted in Canada with a reconciliation to
accounting principles generally accepted in the United States, as disclosed in
Note 24 to the Consolidated Financial Statements.
ACQUISITIONS
A significant portion of Celestica's growth has been generated by the
strengthening of its customer relationships and increases in the breadth of its
service offerings through facility and business acquisitions completed since the
beginning of 1997.
During 1997 and 1998, Celestica completed 12 acquisitions and established
one greenfield operation. In 1999, Celestica completed five acquisitions and
established two greenfield operations. In 2000, Celestica completed four
acquisitions and established one greenfield operation.
In April 1999, Celestica acquired Signar SRO from Gossen-Metrawatt GmbH
("Gossen-Metrawatt") in the Czech Republic, which provided Celestica with a
strategic presence in a low-cost country in Central Europe. In connection with
the acquisition, Celestica entered into a long-term supply and cooperation
agreement with Gossen-Metrawatt. In September 1999, Celestica acquired VXI
Electronics, Inc. in Milwaukie, Oregon, which enhanced the Company's power
systems product and service operations in North America and expanded its
customer base. In October 1999, Celestica acquired certain assets related to
Hewlett-Packard's Healthcare Solutions Group's printed circuit board assembly
operations in Andover, Massachusetts. This acquisition enhanced the Company's
presence in the Northeast region of the United States and provided further
product diversification into the medical equipment market segment. In
December 1999, Celestica acquired EPS Wireless, Inc. in Dallas, Texas. Also in
December 1999, Celestica acquired certain assets of Fujitsu-ICL Systems Inc.'s
repair business in Dallas, Texas. These acquisitions enhanced the Company's
repair capabilities in North America and diversified its relationships with its
customers. The aggregate purchase price paid by the Company for acquisitions in
1999 was $65.1 million. In June 1999, Celestica established greenfield
operations in Brazil and Malaysia.
In February and May, 2000, the Company acquired certain assets from the
Enterprise Systems Group and Microelectronics Division of IBM in Rochester,
Minnesota and Vimercate and Santa Palomba, Italy, respectively, for a total
purchase price of $470.0 million. The purchase price, including capital assets,
working capital and intangible assets, was financed with cash on hand. The
Company signed two three-year strategic supply agreements with IBM to provide a
complete range of electronics manufacturing services, with estimated annual
revenue of approximately $1.5 billion. The Rochester, Minnesota operation
provides printed circuit board assembly and test services. The Vimercate
operation provides printed circuit board assembly services and the Santa Palomba
operation provides system assembly services. Approximately 1,800 employees
joined Celestica.
In June 2000, Celestica acquired NDB Industrial Ltda., NEC Corporation's
wholly-owned manufacturing subsidiary in Brazil. The Company signed a five-year
supply agreement to manufacture NEC communications network equipment for the
Brazilian market, with estimated revenue of approximately $1.2 billion over the
five-year term of the agreement. Approximately 680 employees joined Celestica.
This acquisition enhanced the Company's presence in South America and put
Celestica in a leadership position with communications and Internet
infrastructure customers. In August 2000, the Company acquired Bull
Electronics Inc., the North American contract manufacturing operation of Groupe
Bull of France. The operations, which are located in Lowell, Massachusetts, have
enhanced the Company's service offerings in the New England area. The Company
has moved its printed circuit board assembly operation from Andover into this
Lowell facility, resulting in lower infrastructure costs. In November 2000,
Celestica acquired NEC Technologies (UK) Ltd., in Telford, UK, which enhanced
the Company's wireless communications capacity in Europe. The aggregate price
for these three acquisitions in 2000 was $169.8 million. In 2000, Celestica
established a greenfield operation in Singapore.
Celestica's 21 acquisitions and the four greenfield operations completed
through January 30, 2001 had purchase prices, or initial investment costs, in
the case of greenfield operations, ranging from $2.5 million to
26
$470.0 million, totalling $1,203.7 million. Celestica continues to examine
numerous acquisition opportunities in order to:
- create strategic relationships with new customers and diversify
end-product programs with existing customers;
- expand its capacity in selected geographic regions to take advantage of
existing infrastructure or low cost manufacturing;
- diversify its customer base to serve a wide variety of end-markets with
increasing emphasis on the communications sector;
- broaden its product and service offerings; and
- optimize its global positioning.
On January 31, 2001, Celestica acquired Excel Electronics, Inc. in Austin,
Texas. In February 2001, the Company acquired certain assets in Dublin, Ireland
and Mt. Pleasant, Iowa from Motorola, Inc. See "Recent Developments."
Consistent with its past practices and as a normal course of business,
Celestica is often engaged in ongoing discussions with respect to one or more
possible acquisitions of widely varying sizes, including small single facility
acquisitions, significant multiple facility acquisitions and corporate
acquisitions. Celestica has identified several possible acquisitions that would
enhance its global operations, increase its penetration in the computer and
communication industries and establish strategic relationships with new
customers. There can be no assurance that any of these discussions will result
in a definitive purchase agreement and, if they do, what the terms or timing of
any agreement would be. Celestica expects to continue its current discussions
and actively pursue other acquisition opportunities.
RESULTS OF OPERATIONS
Celestica's revenue and margins can vary from period to period as a result
of the level of business volumes, seasonality of demand, component supply
availability, and the timing of acquisitions. There is no certainty that the
historical pace of Celestica's acquisitions will continue in the future.
Celestica's contracts with its key customers generally provide a framework
for its overall relationship with the customer. Actual production volumes are
based on purchase orders for the delivery of products. These orders typically do
not commit to firm production schedules for more than 30 to 90 days in advance.
Celestica minimizes risk relative to its inventory by ordering materials and
components only to the extent necessary to satisfy existing customer orders.
Celestica is largely protected from the risk of inventory cost fluctuations as
these costs are generally passed through to customers.
Celestica's annual and quarterly operating results are primarily affected by
the level and timing of customer orders, fluctuations in materials costs, and
relative mix of value add products and services. The level and timing of a
customer's orders will vary due to the customer's attempt to balance its
inventory, changes in its manufacturing strategy and variation in demand for its
products. Celestica's annual and quarterly operating results are also affected
by capacity utilization and other factors, including price competition,
manufacturing effectiveness and efficiency, the degree of automation used in the
assembly process, the ability to manage inventory and capital assets
effectively, the timing of expenditures in anticipation of increased sales, the
timing of acquisitions and related integration costs, customer product delivery
requirements and shortages of components or labour. Historically, Celestica has
experienced some seasonal variation in revenue, with revenue typically being
highest in the fourth quarter and lowest in the first quarter.
27
The table below sets forth certain operating data expressed as a percentage
of revenue for the years indicated:
YEAR ENDED DECEMBER 31,
------------------------------
1998 1999 2000
-------- -------- --------
Revenue..................................................... 100.0% 100.0% 100.0%
Cost of sales............................................... 92.9 92.8 92.9
----- ----- -----
Gross profit................................................ 7.1 7.2 7.1
Selling, general and administrative expenses................ 4.0 3.8 3.3
Amortization of intangible assets........................... 1.4 1.0 1.0
Integration costs related to acquisitions................... 0.3 0.2 0.2
Other charges............................................... 2.0 0.0 0.0
----- ----- -----
Operating income (loss)..................................... (0.6) 2.2 2.6
Interest expense (income), net.............................. 1.0 0.2 (0.2)
----- ----- -----
Earnings (loss) before income taxes......................... (1.6) 2.0 2.8
Income taxes (recovery)..................................... (0.1) 0.7 0.7
----- ----- -----
Net earnings (loss)......................................... (1.5)% 1.3% 2.1%
===== ===== =====
Adjusted net earnings....................................... 1.4% 2.3% 3.1%
===== ===== =====
ADJUSTED NET EARNINGS
As a result of the significant number of acquisitions made by Celestica over
the past four years, management of Celestica uses adjusted net earnings as a
measure of operating performance on an enterprise-wide basis. Adjusted net
earnings exclude the effects of acquisition-related charges (most significantly,
amortization of intangible assets and integration costs related to
acquisitions), other charges (the write-down of intellectual property and
goodwill and the write-off of deferred financing costs and debt redemption fees)
and the related income tax effect of these adjustments. Adjusted net earnings is
not a measure of performance under Canadian GAAP or U.S. GAAP. Adjusted net
earnings should not be considered in isolation or as a substitute for net
earnings prepared in accordance with Canadian GAAP or U.S. GAAP or as a measure
of operating performance or profitability. The following table reconciles net
earnings (loss) to adjusted net earnings:
YEAR ENDED DECEMBER 31,
------------------------------
1998 1999 2000
-------- -------- --------
(in millions)
Net earnings (loss)......................................... $(48.5) $ 68.4 $206.7
Amortization of intangible assets........................... 45.4 55.6 88.9
Integration costs related to acquisitions................... 8.1 9.6 16.1
Other charges............................................... 64.7 -- --
Income tax effect of above.................................. (24.4) (10.6) (7.6)
------ ------ ------
Adjusted net earnings....................................... $ 45.3 $123.0 $304.1
====== ====== ======
% of revenue.............................................. 1.4% 2.3% 3.1%
====== ====== ======
REVENUE
Revenue increased $4,454.9 million, or 84.1%, to $9,752.1 million in 2000
from $5,297.2 million in 1999. This increase resulted from growth achieved both
organically and through strategic acquisitions. This growth was driven primarily
by customers in the communications and server industries. The Company defines
organic revenue as revenue which excludes business from operations acquired in
the preceding 12 months. Organic revenue growth in 2000 was 49.8% and
represented approximately 59.2% of the total year-over-year growth. Organic
growth came from growth in existing business and new customers across all
geographic segments. The
28
IBM acquisition accounted for the majority of the acquisition growth in 2000.
Revenue from the Americas operations grew $2,684.8 million, or 74.8%, to
$6,272.4 million in 2000 from $3,587.6 million in 1999. Revenue from European
operations grew $1,714.7 million, or 154.7%, to $2,823.3 million in 2000 from
$1,108.6 million in 1999. The Italian facilities generated over half of Europe's
increase from the prior year, with the remainder due to an overall increase in
Europe's base business. Revenue from Asian operations increased $431.7 million,
or 60.8%, to $1,141.9 million in 2000 from $710.2 million in 1999. Inter-segment
revenue in 2000 was $485.5 million, compared to $109.1 million in 1999. Revenue
from customers in the communications industry in 2000 increased to 31% of
revenue, compared to 25% of revenue in 1999. This increase is consistent with
the Company's strategy to increase the portion of its revenue from customers in
the communications industry. Revenue from customers in the server-related
business in 2000 increased to 33% of revenue, compared to 25% of revenue in
1999, mainly as a result of the IBM acquisition in 2000.
Revenue increased $2,048.0 million, or 63.0%, to $5,297.2 million in 1999
from $3,249.2 million in 1998. This increase resulted from growth achieved both
organically and through strategic acquisitions. Organic revenue growth in 1999
was 37.9% and represented 60.2% of the total year-to-year growth. The organic
growth resulted from new program wins with existing and new customers across the
Canadian, U.S. and European geographic segments. Revenue from Asian operations
was not considered part of the organic growth since the operations were acquired
at the end of 1998. Revenue from the Americas operations grew $1,087.7 million,
or 43.5%, to $3,587.6 million in 1999 from $2,499.9 million in 1998,
substantially all through organic growth with new program wins from both
existing and new customers. Revenue from European operations grew
$359.3 million, or 48.0%, to $1,108.6 million in 1999 from $749.3 million in
1998. Asian operations (formerly IMS) contributed $710.2 million in revenue in
1999 after acquisition on December 30, 1998. Inter-segment revenue in 1999 was
$109.1 million compared to no inter-segment revenue in 1998. Acquisitions
completed in 1999 together with the IMS acquisition contributed $816.4 million
of revenue in 1999 with the majority of revenue being from Asian operations.
Revenue from customers in the communications industry increased to 25% of
revenue in 1999 compared to 16% of revenue in 1998.
The following customers represented more than 10% of total revenue for each
of the indicated years:
1998 1999 2000
-------- -------- --------
Sun Microsystems..................................... X X X
IBM.................................................. X X
Hewlett-Packard...................................... X X
Cisco Systems........................................ X
Celestica's top five customers represented in the aggregate 68.5% of total
revenue in 2000 compared to 67.6% in 1999 and 71.8% 1998. The Company is
dependent upon continued revenue from its top five customers. There can be no
guarantee that revenue from these or any other customers will not increase or
decrease as a percentage of consolidated revenue either individually or as a
group. Any material decrease in revenue from these or other customers could have
a material adverse effect on the Company's results of operations.
GROSS PROFIT
Gross profit increased $305.5 million, or 79.9%, to $688.0 million in 2000
from $382.5 million in 1999. Gross margin decreased to 7.1% in 2000 from 7.2% in
1999. Gross margin has decreased as a result of a change in product mix and
start-up costs for new programs, particularly in Mexico.
Gross profit increased $152.0 million, or 65.9%, to $382.5 million in 1999
from $230.5 million in 1998. Gross margin increased to 7.2% in 1999 from 7.1% in
1998. The improvement in gross profit and gross margin was due to improved cost
management, supply-chain initiatives and increased facility utilization levels
in Canada, the United States and Europe, offset by lower Asian margins,
greenfield start-up operations in Brazil, Malaysia and Mexico and new product
introductions.
For the foreseeable future, the Company's gross margin is expected to depend
primarily on product mix, production efficiencies, utilization of manufacturing
capacity, start-up activity, new product introductions, and pricing within the
electronics industry. Over time, gross margins at individual sites and for the
Company as a
29
whole are expected to fluctuate. Changes in product mix, additional costs
associated with new product introductions and price erosion within the
electronics industry could adversely affect the Company's gross margin. Also,
the availability of raw materials, which are subject to lead time and other
constraints, could possibly limit the Company's revenue growth.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased $123.9 million, or
61.3%, in 2000 to $326.1 million (3.3% of revenue) from $202.2 million (3.8% of
revenue) in 1999. The increase in expenses was a result of increased staffing
levels and higher selling, marketing and administrative costs to support sales
growth, as well as the impact of expenses incurred by operations acquired during
1999 and 2000. Selling, general and administrative expenses increased at a
slower rate than revenue in 2000.
Selling, general and administrative expenses increased $71.7 million, or
54.9%, to $202.2 million (3.8% of revenue) in 1999 from $130.5 million (4.0% of
revenue) in 1998. The increase in expenses was a result of increased staffing
levels and higher selling, marketing and administrative costs to support the
sales growth of the Company, as well as the impact of expenses incurred by
operations acquired during 1998 and 1999.
Research and development costs remained flat at $19.5 million (0.2% of
revenue) in 2000 compared to $19.7 million (0.4% of revenue) in 1999 and
$19.8 million (0.6% of revenue) in 1998.
INTANGIBLE ASSETS AND AMORTIZATION
Amortization of intangible assets increased $33.3 million, or 59.9%, to
$88.9 million in 2000 from $55.6 million in 1999. This increase is attributable
to the intangible assets arising from the 1999 and 2000 acquisitions, with the
largest portion relating to the IBM and NEC acquisitions. The excess of the
purchase price paid over the fair value of tangible assets acquired in the five
acquisitions completed in 1999 and the four acquisitions completed in 2000
totalled $348.9 million and has been allocated to goodwill, intellectual
property and other intangible assets.
Amortization of intangible assets increased $10.2 million, or 22.5%, to
$55.6 million in 1999 from $45.4 million in 1998. This increase is attributable
to the intangible assets arising from the 1998 and 1999 acquisitions, with the
largest portion relating to the intangible assets arising from the IMS
acquisition.
At December 31, 2000, intangible assets represented 9.7% of Celestica's
total assets compared to 13.8% at December 31, 1999.
INTEGRATION COSTS RELATED TO ACQUISITIONS
Integration costs related to acquisitions represent one-time costs incurred
within 12 months of the acquisition date, such as the costs of implementing
compatible information technology systems in newly acquired operations,
establishing new processes related to marketing and distribution processes to
accommodate new customers and salaries of personnel directly involved with
integration activities. All of the integration costs incurred related to newly
acquired facilities, and not to the Company's existing operations.
Integration costs were $16.1 million in 2000 compared to $9.6 million in
1999 and $8.1 million in 1998. The integration costs incurred in 2000 relate
primarily to the IBM and NEC acquisitions.
Integration costs vary from period to period due to the timing of
acquisitions and related integration activities. Celestica expects to incur
additional integration costs in 2001 as it completes the integration of its 2000
acquisitions. Celestica will incur future additional integration costs as the
Company continues to make acquisitions as part of its growth strategy.
OTHER CHARGES
Other charges are non-recurring items or items that are unusual in nature.
Celestica did not incur any other charges in 1999 or 2000.
30
Other charges in 1998 totalled $64.7 million and is comprised of a
write-down of the carrying value of intellectual property and goodwill amounting
to $41.8 million, the write-off of deferred financing costs and debt redemption
fees of $17.8 million and other charges of $5.1 million.
INTEREST INCOME, NET
Interest income, net of interest expense, in 2000 amounted to
$19.0 million. The Company incurred net interest expense of $10.7 million and
$32.2 million in 1999 and 1998, respectively. Cash balances were higher in 2000
compared to 1999 due to the timing and size of the public offerings. In 2000,
the Company earned interest income on its cash balance which more than offset
the interest expense incurred on the Company's Senior Subordinated Notes. In
1999, the Company earned less interest income to offset against the higher
interest expense. In 1998, the Company incurred higher interest expense due to
higher debt levels. Debt was used to finance acquisitions in the first half of
1998 and the growth in operations. Debt levels for the second half of 1998 were
lower due to proceeds from the initial public offering in July 1998.
INCOME TAXES
Income tax expense in 2000 was $69.2 million, reflecting an effective tax
rate of 25%. This is compared to an income tax expense of $36.0 million in 1999,
or an effective tax rate of 34.5%, and a net income tax recovery of
$2.0 million in 1998, which arose on recognizing the tax benefit of net
operating losses in 1998. Commencing in the second half of 1999, the Company's
effective tax rate decreased from 39% to 32%. In the second quarter of 2000, the
effective tax rate decreased further to 24%. Celestica believes this tax rate is
sustainable for the foreseeable future. The decrease in the Company's effective
tax rates is attributable to the mix and volume of business in lower tax
jurisdictions within Europe and Asia. These lower tax rates include special tax
holidays or similar tax incentives that Celestica has negotiated with the
respective tax authorities.
Celestica has recognized a net deferred tax asset at December 31, 2000 of
$83.5 million ($45.4 million at December 31, 1999), which relates to the
recognition of net operating losses and future income tax deductions available
to reduce future years' income for income tax purposes. Celestica's current
projections demonstrate that it will generate sufficient taxable income (in
excess of $265 million) in the future to realize the benefit of these deferred
income tax assets in the carry-forward periods. These losses will expire over a
15-year period commencing in 2006.
31
QUARTERLY RESULTS OF OPERATIONS
The following table sets forth certain unaudited quarterly financial
information of Celestica for the eight quarters ended December 31, 2000.
Historically, Celestica has experienced some seasonal variation in revenue, with
revenue typically being highest in the fourth quarter and lowest in the first
quarter. This variation may be offset in part by organic growth and
acquisitions. This information has been derived from the quarterly consolidated
financial statements of Celestica which are unaudited but which, in the opinion
of management, have been prepared on the same basis as the Company's annual
Consolidated Financial Statements and include all adjustments (consisting only
of normal recurring adjustments) necessary for a fair presentation of the
financial results for such periods. This information should be read in
conjunction with the Consolidated Financial Statements. The operating results
for any previous quarter are not necessarily indicative of results for any
future period.
QUARTER ENDED(1)
-------------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
1999 1999 1999 1999
---------- --------- -------------- -------------
(U.S.$ millions, except per share amounts)
Revenue........................ $1,081.8 $1,249.7 $1,356.9 $1,608.8
Cost of sales.................. 1,006.6 1,161.3 1,258.3 1,488.5
-------- -------- -------- --------
Gross profit................... 75.2 88.4 98.6 120.3
% of revenue................. 7.0% 7.1% 7.3% 7.5%
Selling, general and
administrative expenses...... 42.2 47.1 51.6 61.3
% of revenue................. 3.9% 3.8% 3.8% 3.8%
Amortization of intangible
assets....................... 13.8 13.7 14.1 14.0
Integration costs relating to
acquisitions................. 0.4 3.6 1.3 4.3
-------- -------- -------- --------
Operating income............... 18.8 24.0 31.6 40.7
Interest expense (income)...... 3.2 2.3 3.0 2.2
-------- -------- -------- --------
Earnings before income taxes... 15.6 21.7 28.6 38.5
Income taxes................... 6.1 8.5 9.1 12.3
-------- -------- -------- --------
Net earnings................... $ 9.5 $ 13.2 $ 19.5 $ 26.2
======== ======== ======== ========
Basic earnings per share....... $ 0.06 $ 0.08 $ 0.12 $ 0.15
======== ======== ======== ========
Adjusted net earnings.......... $ 21.9 $ 27.5 $ 32.6 $ 41.0
======== ======== ======== ========
% of revenue................. 2.0% 2.2% 2.4% 2.5%
QUARTER ENDED(1)
-------------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
2000 2000 2000 2000
---------- --------- -------------- -------------
(U.S.$ millions, except per share amounts)
Revenue........................ $1,612.3 $2,091.9 $2,600.1 $3,447.8
Cost of sales.................. 1,501.7 1,946.1 2,416.6 3,199.7
-------- -------- -------- --------
Gross profit................... 110.6 145.8 183.5 248.1
% of revenue................. 6.9% 7.0% 7.1% 7.2%
Selling, general and
administrative expenses...... 58.0 73.5 85.1 109.5
% of revenue................. 3.6% 3.5% 3.3% 3.2%
Amortization of intangible
assets....................... 15.3 19.2 25.6 28.8
Integration costs relating to
acquisitions................. 0.7 4.9 4.8 5.7
-------- -------- -------- --------
Operating income............... 36.6 48.2 68.0 104.1
Interest expense (income)...... (1.8) (6.3) (5.2) (5.7)
-------- -------- -------- --------
Earnings before income taxes... 38.4 54.5 73.2 109.8
Income taxes................... 12.3 13.1 17.5 26.3
-------- -------- -------- --------
Net earnings................... $ 26.1 $ 41.4 $ 55.7 $ 83.5
======== ======== ======== ========
Basic earnings per share....... $ 0.14 $ 0.20 $ 0.26 $ 0.39
======== ======== ======== ========
Adjusted net earnings.......... $ 39.5 $ 63.7 $ 83.9 $ 117.0
======== ======== ======== ========
% of revenue................. 2.4% 3.0% 3.2% 3.4%
---------------
(1) In 1999 and 2000, includes the results of operations of (a) the
manufacturing operation of Gossen-Metrawatt GmbH in the Czech Republic
acquired in April 1999, (b) greenfield operations established in Brazil and
Malaysia in June 1999, (c) VXI Electronics, Inc. acquired in
September 1999, (d) the assets acquired from Hewlett-Packard's Healthcare
Group in October 1999, (e) EPS Wireless, Inc. acquired in December 1999 and
(f) certain assets and repair operations acquired from Fujitsu-ICL
Systems Inc. in December 1999; and in 2000, includes the results of
operations of (g) certain assets in Minnesota and Italy acquired from IBM in
February and May, 2000, respectively, (h) NDB Industrial Ltda. acquired in
June 2000, (i) Bull Electronics Inc. acquired in August 2000 and (j) NEC
Technologies (UK) Ltd. acquired in November 2000.
CONVERTIBLE DEBT
In August 2000, Celestica issued LYONs with a principal amount at maturity
of $1,813.6 million, payable August 1, 2020. The Company received gross proceeds
of $862.9 million and incurred $12.5 million in underwriting commissions, net of
tax of $6.9 million. No interest is payable on the LYONs and the issue price of
the LYONs represents a yield to maturity of 3.75%. The LYONs are subordinated in
right of payment to all existing and future senior indebtedness of the Company.
The LYONs are convertible at any time at the option of the holder, unless
previously redeemed or repurchased, into 5.6748 subordinate voting shares for
each $1,000 principal amount at maturity. Holders may require the Company to
repurchase all or a portion of their LYONs on August 2, 2005, August 1, 2010 and
August 1, 2015 and the Company may redeem the LYONs at any time on or after
August 1, 2005 (and, under certain circumstances, before that date). The Company
is required to offer to repurchase the LYONs if there is a
32
change in control or a delisting event. Generally, the redemption or repurchase
price is equal to the accreted value of the LYONs. The Company may elect to pay
the principal amount at maturity of the LYONs, or the repurchase price that is
payable in certain circumstances, in cash or subordinate voting shares or any
combination thereof.
The Company has recorded the LYONs as an equity instrument pursuant to
Canadian GAAP. The LYONs are bifurcated into a principal equity component
(representing the present value of the notes) and an option component
(representing the value of the conversion features of the notes). The principal
equity component is accreted over the 20-year term through periodic charges to
retained earnings. Under U.S. GAAP, the LYONs are classified as a long-term
liability and, accordingly, the accrued yield on the LYONs during any period (at
3.75% per year) is classified as interest expense for that period.
To calculate basic earnings per share for Canadian GAAP, the accretion of
the convertible debt is deducted from net earnings for the period to determine
earnings available to shareholders.
LIQUIDITY AND CAPITAL RESOURCES
For the year ended December 31, 2000, Celestica used cash of $85.1 million
from operating activities, principally to support higher working capital
requirements relating to revenue growth, which was offset by cash generated from
operations. Investing activities in 2000 included capital expenditures of
$282.8 million and $634.7 million for acquisitions. The acquisitions included
IBM's assets in Minnesota and Italy, NDB Industrial Ltda. in Brazil, Bull
Electronics Inc. in Massachusetts and NEC Technologies (UK) Ltd. in the UK. In
March 2000, Celestica completed an equity offering and issued 16.6 million
subordinate voting shares, for gross proceeds of $757.4 million less expenses
and underwriting commissions of $26.8 million (pre-tax). In August 2000,
Celestica completed the LYONs offering, raising gross proceeds of
$862.9 million less underwriting commissions of $19.4 million (pre-tax).
For the year ended December 31, 1999, Celestica's operating activities
utilized $94.4 million in cash. Investing activities in 1999 included capital
expenditures of $211.8 million and $64.8 million for acquisitions. In 1999,
Celestica completed two equity offerings, issuing 34.5 million subordinate
voting shares for gross proceeds of $751.6 million less expenses and
underwriting commissions of $34.3 million (pre-tax).
CAPITAL RESOURCES
Celestica has two $250 million global, unsecured, revolving credit
facilities totalling $500 million, each provided by a syndicate of lenders. The
credit facilities permit Celestica and certain designated subsidiaries to borrow
funds directly for general corporate purposes (including acquisitions) at
floating rates. The credit facilities are available until April 2004 and
July 2003, respectively. Under the credit facilities: Celestica is required to
maintain certain financial ratios; its ability and that of certain of its
subsidiaries to grant security interests, dispose of assets, change the nature
of its business or enter into business combinations, is restricted; and a change
in control is an event of default. No borrowings were outstanding under the
revolving credit facilities at December 31, 2000.
The only other financial covenant in effect is a debt incurrence covenant
contained in Celestica's Senior Subordinated Notes due 2006. This covenant is
based on Celestica's fixed charge coverage ratio, as defined in the indenture
governing the Senior Subordinated Notes.
Celestica was in compliance with all debt covenants as at December 31, 2000.
During the year, Celestica's public credit ratings were upgraded by both
Standard & Poors and by Moody's Investors Service. Standard & Poors senior
corporate credit rating for Celestica is BB+ with a stable outlook. Moody's
senior implied rating for Celestica is Ba1, also with a stable outlook.
33
Celestica believes that cash flow from operating activities, together with
cash on hand and borrowings available under its global, unsecured, revolving
credit facilities, will be sufficient to fund currently anticipated working
capital, planned capital spending and debt service requirements for the next
12 months. The Company expects capital spending for 2001 to be approximately
$300 million to $350 million. At December 31, 2000, Celestica had committed
$56 million in capital expenditures. In addition, Celestica regularly reviews
acquisition opportunities, and may therefore require additional debt or equity
financing.
Celestica prices the majority of its products in U.S. dollars, and the
majority of its material costs are also denominated in U.S. dollars. However, a
significant portion of its non-material costs (including payroll, facilities
costs and costs of locally sourced supplies and inventory) are primarily
denominated in Canadian dollars, British pounds sterling, Euros and Mexican
pesos. As a result, Celestica may experience transaction and translation gains
or losses because of currency fluctuations. At December 31, 2000, Celestica had
forward foreign exchange contracts covering various currencies in an aggregate
notional amount of $653 million with expiry dates up to May 2002. The fair value
of these contracts at December 31, 2000 was an unrealized gain of $7.5 million.
Celestica's current hedging activity is designed to reduce the variability of
its foreign currency costs and involves entering into contracts to sell
U.S. dollars to purchase Canadian dollars, British pounds sterling, Mexican
pesos and Euros at future dates. In general, these contracts extend for periods
of less than 18 months. Celestica may, from time to time, enter into additional
hedging transactions to minimize its exposure to foreign currency and interest
rate risks. There can be no assurance that such hedging transactions, if entered
into, will be successful.
BACKLOG
Although Celestica obtains firm purchase orders from its customers, OEM
customers typically do not make firm orders for delivery of products more than
30 to 90 days in advance. Celestica does not believe that the backlog of
expected product sales covered by firm purchase orders is a meaningful measure
of future sales since orders may be rescheduled or cancelled.
RECENT DEVELOPMENTS
In December 2000, the Company announced that it had entered into agreements
providing for a strategic EMS alliance with Motorola, Inc., of Schaumburg,
Illinois. Celestica has also entered into a three-year supply agreement with an
estimated revenue of more than $1 billion over the three-year period. In
February, 2001, Celestica acquired Motorola's manufacturing assets in Dublin,
Ireland and Mt. Pleasant, Iowa for a purchase price of approximately
$70 million. Approximately 1,200 employees have joined Celestica.
EURO CONVERSION
As of January 1, 2001, 12 of the 15 member countries of the European Union
(the participating countries) had established fixed conversion rates between
their existing sovereign currencies and the Euro. For three years after the
introduction of the Euro, the participating countries can perform financial
transactions in either the Euro or their original local currencies. This will
result in a fixed exchange rate among the participating countries, whereas the
Euro (and the participating countries' currencies in tandem) will continue to
float freely against the U.S. dollar and currencies of other non-participating
countries.
Management continuously monitors and evaluates the effects of the Euro
conversion on the Company. Celestica does not believe that significant
modifications of its information technology systems are needed in order to
handle Euro transactions and reporting. The Company has modified its hedging
policies to take the Euro conversion into account. While the Company currently
believes that the effects of the conversion do not and will not have a material
adverse effect on the Company's business and operations, there can be no
assurances that such conversion will not have a material adverse effect on the
Company's results of operations and financial position due to competitive and
other factors that may be affected by the conversion and that cannot be
predicted by the Company.
RECENT ACCOUNTING DEVELOPMENTS
The SEC issued Staff Accounting Bulletins (SAB) 101 and 101A in
December 1999 and 101B in June 2000, "Revenue Recognition", which provided
guidelines in applying generally accepted accounting principles to
34
revenue recognition in financial statements and was to be implemented as of the
fourth quarter of 2000. The Company believes that its revenue recognition
practices are consistent with these guidelines.
The Financial Accounting Standards Board (FASB) has issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 138
which amends SFAS No. 133. SFAS No. 133 establishes methods of accounting for
derivative financial instruments and hedging activities related to those
instruments as well as other hedging activities. The standard requires that all
derivatives be recorded on the balance sheet at fair value. The Company will
implement SFAS No. 133 for its first quarter ended March 31, 2001 for purposes
of the U.S. GAAP reconciliation. In accordance with the new standard, the
Company will account for its existing foreign currency contracts as cash flow
hedges. Accordingly, on January 1, 2001, the Company recorded an asset in the
amount of $7,498 and a corresponding credit to other comprehensive income as a
cumulative-effect type adjustment to reflect the initial mark-to-market on the
foreign currency contracts. The Company expects to release $6,477 of the gain to
earnings in the next 12 months as the related hedged items are recognized in
earnings.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY
Each director of Celestica is elected by the shareholders to serve until the
next annual meeting or until a successor is elected or appointed. Executive
officers of Celestica are appointed annually and serve at the discretion of the
board of directors. The following table sets forth certain information regarding
the directors and senior officers of Celestica.
NAME AGE POSITION WITH CELESTICA
---- -------- -----------------------
EUGENE V. POLISTUK................ 54 Chairman of the Board, Chief Executive Officer and Director
ANTHONY P. PUPPI.................. 43 Executive Vice-President, Chief Financial Officer, General
Manager of Global Services and Director
ROBERT L. CRANDALL................ 65 Director
MARK L. HILSON.................... 43 Director
RICHARD S. LOVE................... 63 Director
ROGER L. MARTIN................... 44 Director
ANTHONY R. MELMAN................. 53 Director
GERALD W. SCHWARTZ................ 59 Director
DON TAPSCOTT...................... 53 Director
JOHN R. WALTER.................... 54 Director
J. MARVIN M(A)GEE................. 48 President and Chief Operating Officer
R. THOMAS TROPEA.................. 48 Vice-Chair, Global Customer Units and Worldwide Marketing
and Business Development
ALASTAIR KELLY.................... 56 Executive Vice-President, Corporate Development
ANDREW G. GORT.................... 48 Executive Vice-President, Global Supply Chain Management
ARTHUR P. CIMENTO................. 43 Senior Vice-President, Corporate Strategies
LISA J. COLNETT................... 43 Senior Vice-President, Worldwide Process Management and
Chief Information Officer
IAIN S. KENNEDY................... 39 Senior Vice-President, Integration
DONALD S. MCCREESH................ 52 Senior Vice-President, Human Resources
DANIEL P. SHEA.................... 44 Senior Vice-President and Chief Technology Officer
RAHUL SURI........................ 35 Senior Vice-President, Mergers and Acquisitions
35
NAME AGE POSITION WITH CELESTICA
---- -------- -----------------------
PETER J. BAR...................... 43 Vice-President and Corporate Controller
ELIZABETH L. DELBIANCO............ 41 Vice-President, General Counsel and Secretary
F. GRAHAM THOURET................. 46 Vice-President and Corporate Treasurer
The following is a brief biography of each of Celestica's directors and
senior officers:
EUGENE V. POLISTUK is the Chairman of the Board of Directors and Chief
Executive Officer of Celestica. He has been the Chief Executive Officer of
Celestica since its inception in 1994, and was the President of Celestica until
February 2001. Since 1986, Mr. Polistuk has been instrumental in charting
Celestica's transformation and executing the company's successful evolution from
its early history as an operating unit of IBM, to a stand alone company, to a
$9.8 billion public company and leader in the electronics manufacturing services
industry. Previously, Mr. Polistuk spent 25 years with IBM Canada where, over
the course of his career, he managed all key functional areas of the business.
Mr. Polistuk holds a Bachelor of Applied Science degree in Electrical
Engineering from the University of Toronto. In 1994, he was presented with the
"2T5 Meritorious Service Medal" in recognition of his meritorious service in and
for the profession, by his peers in the University of Toronto Engineering Alumni
Association. He has been recognized in the industry with awards such as
Electronic Business' Outstanding CEO award and recognized as one of the "Hot 25"
by Electronic Buyers' News.
ANTHONY P. PUPPI has been the Chief Financial Officer of Celestica since its
establishment and a director of Celestica since October 1996. He was appointed
Executive Vice-President in October 1999 and General Manager, Global Services in
February 2001. Mr. Puppi is responsible for Celestica's financial activities and
Global Services businesses. From 1980 to 1992, he held positions of increasing
senior financial management responsibility with IBM Canada. Mr. Puppi holds a
Bachelor of Business Administration degree in Finance and a Master of Business
Administration degree from York University in Ontario.
ROBERT L. CRANDALL is the former Chairman of the Board and Chief Executive
Officer of AMR Corporation/ American Airlines Inc. Mr. Crandall has been a
director of Celestica since July 1998 and was the Chairman of the Board of
Celestica from February 1999 until February 2001. He is also a director of
Anixter International Inc., Clear Channel Communications, Inc. and Halliburton
Company. Mr. Crandall holds a Bachelor of Science degree from the University of
Rhode Island and a Master of Business Administration degree from The Wharton
School of the University of Pennsylvania.
MARK L. HILSON is a Vice-President of Onex and has acted as a director of
Celestica since October 1996. Mr. Hilson joined Onex in 1988 and was appointed
Vice-President in 1993. Prior to 1988, he was an associate in the Mergers &
Acquisitions Group at Merrill Lynch. Mr. Hilson is also a director of Lantic
Sugar Limited and Rogers Sugar Ltd., Magnatrax Corporation, Unitive Inc., Vincor
International Inc. and a governor of Wilfrid Laurier University and the Shaw
Festival. Mr. Hilson holds an Honours Bachelor of Business Administration (gold
medallist) from Wilfrid Laurier University and a Master of Business
Administration (George F. Baker Scholar) from the Harvard University Graduate
School of Business Administration.
RICHARD S. LOVE is a former Vice-President of Hewlett-Packard and a former
general manager of the Computer Order Fulfillment and Manufacturing Group for
Hewlett-Packard's Computer Systems Organization. Mr. Love has been a director of
Celestica since July 1998. From 1962 until 1997, he held positions of increasing
responsibility with Hewlett-Packard, becoming Vice-President in 1992. He is a
former director of HMT Technology Corporation and a former director of The Vendo
Company and the Information Technology Industry Council. Mr. Love holds a
Bachelor of Science degree in Business Administration and Technology from Oregon
State University and a Master of Business Administration degree from Fairleigh
Dickinson University.
ROGER L. MARTIN is Dean of the University of Toronto's Joseph L. Rotman
School of Management and has been a director of Celestica since July 1998.
Mr. Martin is a director of Monitor Company and Thomson Corporation, and a
trustee of the Hospital for Sick Children. Mr. Martin holds a AB degree (cum
laude) from Harvard College and a Master of Business Administration degree from
the Harvard University Graduate School of Business Administration.
36
ANTHONY R. MELMAN is a Vice-President of Onex and has been a director of
Celestica since October 1996. Mr. Melman joined Onex as a shareholder and
Vice-President in 1984. From 1977 to 1984, he was Senior Vice-President of
Canadian Imperial Bank of Commerce responsible for worldwide merchant banking,
project financing, acquisitions and other specialized financing activities.
Prior to emigrating to Canada in 1977, Mr. Melman had extensive merchant banking
experience in South Africa and the United Kingdom. He is a director of a number
of Onex-controlled companies. Mr. Melman is also a director of Baycrest Centre
for Geriatric Care, as well as a member of its Finance Committee and Nominating
Committee, a director of University of Toronto Asset Management Corporation and
a member of the Board of Governors of Mount Sinai Hospital. Mr. Melman holds a
Bachelor of Science in Chemical Engineering from the University of The
Witwatersrand, a Master of Business Administration (gold medallist) from Cape
Town University and a Ph.D. in Finance from the University of The Witwatersrand.
GERALD W. SCHWARTZ is the Chairman of the Board, President and Chief
Executive Officer of Onex and has been a director of Celestica since July 1998.
Prior to founding Onex in 1983, Mr. Schwartz was a co-founder (in 1977) of
CanWest Capital Corp., now CanWest Global Communications Corp. He is a director
of Onex, The Bank of Nova Scotia, and certain Onex controlled companies.
Mr. Schwartz is Vice-Chairman and Member of the Executive Committee of Mount
Sinai Hospital and is a Director, Governor, or Trustee of a number of other
organizations, including Junior Achievement. Canadian Council of Christians and
Jews and The Board of Associates of the Harvard Business School. Mr. Schwartz
holds a Bachelor of Commerce degree and a Bachelor of Laws degree from the
University of Manitoba, a Master of Business Administration degree from the
Harvard University Graduate School of Business Administration and a Doctor of
Laws (Hon.) from St. Francis Xavier University.
DON TAPSCOTT is the Chairman of Itemus Inc. and Digital 4Sight Corp.
Mr. Tapscott has been a director of Celestica since September 1998. He has
authored numerous books on the application of technology in business.
Mr. Tapscott is a Forum Fellow of the World Economic Forum and advises corporate
executives around the world on business strategy. Mr. Tapscott holds a Bachelor
of Science degree in Psychology and Statistics and a Master of Education degree
specializing in Research Methodology.
JOHN R. WALTER is the retired President and Chief Operating Officer of AT&T
Corp. and has been a director of Celestica since July 1998. Mr. Walter joined
AT&T Corp. in 1996. From 1969 to 1996, he held positions of increasing
responsibility with R.R. Donnelley & Sons Company, becoming President in 1987
and Chief Executive Officer and Chairman of the Board in 1989. He is a director
of Abbott Laboratories, Deere & Company, Manpower, Inc. and Jones/Lang/LaSalle
and is a trustee of the Chicago Symphony Orchestra and of Northwestern
University. Mr. Walter holds a Bachelor of Science degree in business
administration from Miami University of Ohio.
J. MARVIN M(A)GEE has been the President and Chief Operating Officer of
Celestica since February 2001 and was the Executive Vice-President, Worldwide
Operations from October 1999 to February 2001 and was Senior Vice-President,
Canada from January 1997 until October 1999. Mr. M(a)Gee joined IBM Canada in
1979 and, over the course of his career, has held a number of executive
positions with IBM Canada's manufacturing and development operations with
assignments in Canada and the United States. Mr. M(a)Gee holds a Bachelor of
Science degree in Mechanical Engineering from the University of New Brunswick
and a Master of Business Administration degree from McMaster University.
R. THOMAS TROPEA has been Vice Chair, Global Customer Units and Worldwide
Marketing and Business Development since February 2001 and was the Executive
Vice-President, Worldwide Marketing and Business Development from October 1999
to February 2001 and Senior Vice-President of Marketing and Business Development
from August 1998 to October 1999. Mr. Tropea has responsibility for global
marketing and business development. He joined Celestica after an extensive
career with Northern Telecom and has over 18 years of experience in the
telecommunications industry in North America and Europe, working in critical
areas such as sales, finance, business development, investor relations and
manufacturing operations. Mr. Tropea holds a Master of Business Administration
degree from the University of Toronto and a Bachelor of Commerce degree from
Carleton University in Ottawa, Ontario.
ALASTAIR KELLY has been the Executive Vice-President, Corporate Development
since October 1999 and was the Senior Vice-President, Celestica Europe from
January 1997 until October 1999. Mr. Kelly joined Design to
37
Distribution Limited in 1994 and, over the course of his career, has had
experience in the computer, telecommunications and electronics manufacturing
sectors. Mr. Kelly holds a Master of Arts degree in Psychology from Aberdeen
University and a Doctor of Science degree from Salford University.
ANDREW G. GORT has been an Executive Vice-President since February 2001 and
was a Senior Vice-President of Celestica from October 1996 until February 2001.
He is currently responsible for global supply chain management, which includes
Celestica's worldwide procurement procedures. Mr. Gort joined IBM Canada in 1969
and, over the course of his career, has held various managerial roles in new
products, materials, planning, office systems and manufacturing products.
Mr. Gort holds a Bachelor of Arts degree in Economics and a Master of Business
Administration degree from the University of Toronto.
ARTHUR P. CIMENTO joined Celestica in September 1999 as Senior
Vice-President, Corporate Strategies. Prior to joining Celestica, he was at
McKinsey & Co., a leading international management consulting firm, with a
client portfolio focused on electronics operations. Mr. Cimento joined McKinsey
in 1988, was elected a Principal in 1993, and held leadership positions in
McKinsey's Operations and Electronics practices. Before joining McKinsey,
Mr. Cimento held management positions in several engineering services firms. He
is a director of the San Francisco Chamber of Commerce. Mr. Cimento holds both a
Bachelor of Science and a Master of Science degree in Mechanical Engineering
from the Massachusetts Institute of Technology.
LISA J. COLNETT has been a Senior Vice-President of Celestica since
October 1996. In her current role as Senior Vice-President, Worldwide Process
Management and Chief Information Officer, she is responsible for key corporate
functions including IT and manufacturing. Prior to that, Ms. Colnett headed the
Memory Division of Celestica. Ms. Colnett joined IBM Canada in 1981 and, over
the course of her career, has had experience in materials logistics, cost
engineering, site logistics and manufacturing management. Ms. Colnett holds a
Bachelor of Business Administration degree from the University of Western
Ontario.
IAIN S. KENNEDY has been a Senior Vice-President of Celestica since
January 1998. He currently is responsible for Celestica's integration of
acquisitions. Prior to that, he was Senior Vice-President, Mergers and
Acquisitions. He began his career with IBM Canada in 1984 and, over the course
of his career, has held a number of information technology and manufacturing
management positions. Mr. Kennedy holds a Bachelor of Science degree in Computer
Science from the University of Western Ontario and a Master of Business
Administration (Ivey Scholar) degree from the Richard Ivey School of Business,
University of Western Ontario.
DONALD S. M(C)CREESH joined Celestica in August 1999 as Senior
Vice-President, Human Resources. Prior to joining Celestica, he was the
Executive Vice President of Human Resources at the Canadian Imperial Bank of
Commerce (CIBC). Prior to joining CIBC in 1997, Mr. M(c)Creesh was at Northern
Telecom, where he held a number of senior human resource management positions.
Mr. M(c)Creesh holds both a Bachelor of Psychology and a Master of Business
Administration degree from McMaster University.
DANIEL P. SHEA has been a Senior Vice-President of Celestica since
October 1996 and has been Chief Technology Officer since March 1998. He is also
the General Manager, Hewlett-Packard Global Account and previously was
President, Power Systems Division of Celestica where he was responsible for all
aspects of Celestica's power systems business. Mr. Shea joined IBM Canada in
1980 and, over the course of his career, has held a number of engineering
management roles such as quality, reliability, procurement and power systems.
Mr. Shea holds a Bachelor of Applied Science degree in Electrical Engineering
from the University of Toronto.
RAHUL SURI has been the Senior Vice-President, Mergers and Acquisitions,
since July 2000. He is responsible for Celestica's corporate mergers and
acquisitions activity. Prior to joining Celestica, Mr. Suri was the Managing
Director in the M&A Group at BMO Nesbitt Burns Investment Banking. Prior to
that, he was a partner at the Canadian law firm Davies Ward & Beck. Mr. Suri was
also a visiting professor at Queen's University Law School, Ontario for several
years where he taught corporate law and mergers and acquisitions. In 1992,
Mr. Suri served as an adviser to the Chairman and the Executive Director of the
Ontario Securities and Exchange Commission on policy and legal matters.
Mr. Suri has a Master of Arts degree in Law from Cambridge University, England.
PETER J. BAR has been Vice-President and Corporate Controller of Celestica
since February 1999. Mr. Bar joined Celestica in March 1998 as the
Vice-President, Finance-Power Systems. From 1984 to 1998, Mr. Bar held
38
positions of increasing responsibility with the finance group at IBM Canada.
Mr. Bar holds a Bachelor of Commerce degree from the University of Toronto and a
Chartered Accountant designation.
ELIZABETH L. DELBIANCO has been Vice-President and General Counsel of
Celestica since February 1998. She has overall responsibility for the legal
affairs of Celestica and is also the Corporate Secretary. Ms. DelBianco came to
Celestica following a 13-year career as a senior corporate legal advisor in the
telecommunications industry. Ms. DelBianco holds a Bachelor of Arts degree from
the University of Toronto, a Bachelor of Laws degree from Queen's University,
and a Master of Business Administration degree from the Richard Ivey School of
Business, University of Western Ontario. Ms. DelBianco is qualified to practice
law in Ontario and New York.
F. GRAHAM THOURET has been Vice-President and Corporate Treasurer of
Celestica since October 1997. Prior to that, he served as Vice-President and
Treasurer of Dominion Textile Inc., a public company with international
manufacturing and marketing operations. Mr. Thouret has also held senior
management positions in the oil and gas industry and investment banking.
Mr. Thouret holds a Bachelor of Engineering degree from McGill University and a
Master of Science in Management degree from the Massachusetts Institute of
Technology.
There are no family relationships among any of the foregoing persons, and
there are no arrangements or understandings with any person pursuant to which
any of our directors or members of senior management were selected.
B. COMPENSATION
AGGREGATE COMPENSATION OF DIRECTORS AND OFFICERS
Directors who are not officers or employees of Celestica or Onex receive
compensation for their services as directors. These directors receive an annual
retainer fee of $25,000 and a fee of $2,500 for each meeting attended. Meetings
of directors are expected to occur at least quarterly. In lieu of receiving such
retainer and attendance fees for the term of their service as directors, these
directors may elect, at the time they are first elected or appointed to
Celestica's board of directors, to receive an annual retainer and per meeting
fee of 2,860 and 286 subordinate voting shares, respectively. Each director has
the right to elect to defer payment of his fees. Grants of subordinate voting
shares for such purposes may not exceed an aggregate of 500,000 subordinate
voting shares. The aggregate compensation paid in 2000 by the Company to its
directors in their capacity as directors was $55,000 and the right to receive,
in the aggregate, 22,880 subordinate voting shares. The delivery of these shares
was deferred until the respective directors cease to be directors of Celestica.
See "-- Long-Term Incentive Plan." In his capacity as Chairman of the Executive
Committee, Mr. Crandall will receive an annual grant of 10,000 Performance
Units, convertible into subordinate voting shares upon his retirement from the
Board. Mr. Crandall received 20,000 Performance Units as Chairman of the Board
in the year ended December 31, 2000.
At the time of their election or appointment, each of these directors was
issued options to acquire 50,000 subordinate voting shares exercisable at $8.75
per share. In 2000, each director was issued options to acquire 20,000
subordinate voting shares, exercisable at $48.69 per share pursuant to the
Long-Term Incentive Plan.
39
As of March 1, 2001, senior officers and directors as a group held options
to purchase a total of the following numbers of subordinate voting shares at the
purchase price per share indicated below:
NUMBER OF
SUBORDINATE PURCHASE PRICE
VOTING SHARES PER SHARE
-------------- ---------------
863,268 $ 5.00
483,190 $ 8.75
69,700 $ 7.50
387,500 C$ 18.90
30,000 $ 12.345
23,000 C$ 20.625
80,000 C$ 31.850
70,000 $ 22.97
552,000 C$ 57.845
60,000 $ 39.03
100,000 C$ 60.00
311,000 C$ 86.50
27,000 $ 56.1875
25,000 C$ 73.50
40,000 C$ 34.50
60,000 $ 23.41
40,000 C$ 72.60
60,000 $ 48.69
These options expire at various dates from April 8, 2007 through
December 5, 2010. See Item 6(E), "-- Share Purchase and Option Plans" below. See
Note 11 to the Consolidated Financial Statements for further information about
options.
REMUNERATION OF NAMED EXECUTIVE OFFICERS
The following table sets forth the compensation of the Chief Executive
Officer of Celestica and the four other most highly compensated executive
officers of Celestica during the year ended December 31, 2000 (collectively, the
"Named Executive Officers") for services rendered in all capacities during
Celestica's most recently completed financial year.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
--------------
ANNUAL COMPENSATION(1) SECURITIES
------------------------------- UNDER OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS GRANTED(2) COMPENSATION(3)
--------------------------- -------- -------- --------- -------------- ---------------
($) ($) (#) ($)
Eugene V. Polistuk................................. 2000 550,000 1,300,000 100,000 199,145
Chairman of the Board and Chief Executive Officer 1999 387,973 581,959 270,000(4) 88,326
Anthony P. Puppi................................... 2000 370,000 524,000 35,000 48,614
Executive Vice-President, Chief Financial Officer 1999 258,649 232,784 140,000(4) 39,153
and General Manager, Global Services
J. Marvin M(a)Gee.................................. 2000 360,000 510,000 40,000 32,817
President and Chief Operating Officer 1999 226,317 203,686 120,000(4) 18,723
R. Thomas Tropea................................... 2000 350,000 495,000 35,000 5,100
Vice Chair, Global Customer Units and Worldwide 1999 211,682 201,600 70,000 27,900
Marketing and Business Development
40
LONG-TERM
COMPENSATION
AWARDS
--------------
ANNUAL COMPENSATION(1) SECURITIES
------------------------------- UNDER OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS GRANTED(2) COMPENSATION(3)
--------------------------- -------- -------- --------- -------------- ---------------
($) ($) (#) ($)
Alastair Kelly..................................... 2000 275,000 216,000 15,000 70,466
Executive Vice-President, Corporate Development 1999 218,295 109,148 60,000(4) 57,849
-------------
(1) Excludes perquisites and other personal benefits because such compensation
did not exceed 10% of the total annual salary and bonus for any of the Named
Executive Officers.
(2) See table under "Options Granted During Year Ended December 31, 2000 to
Named Executive Officers."
(3) Represents amounts set aside to provide benefits under Celestica's pension
plans (see "-- Pension Plans").
(4) Includes options granted to Named Executive Officers in 1999 with respect to
the fiscal year 1998 as follows: Mr. Polistuk -- 130,000;
Mr. Puppi -- 70,000; Mr. M(a)Gee -- 50,000; and Mr. Kelly -- 30,000.
OPTIONS GRANTED DURING YEAR ENDED DECEMBER 31, 2000 TO NAMED EXECUTIVE OFFICERS
The following table sets out options to purchase subordinate voting shares
granted by the Corporation to the Named Executive Officers during the year ended
December 31, 2000.
% OF MARKET VALUE OF
SUBORDINATE TOTAL OPTIONS SUBORDINATE
VOTING SHARES GRANTED TO VOTING SHARES
UNDER OPTIONS EMPLOYEES IN EXERCISE PRICE ON THE DATE OF
NAME GRANTED(1) (#) 2000 ($/SHARE) GRANT ($/SHARE) EXPIRATION DATE
---- -------------- -------------- -------------- --------------- ----------------
Eugene V. Polistuk................ 100,000 2.4% C$86.50 C$86.50 December 5, 2010
Anthony P. Puppi.................. 35,000 0.8% C$86.50 C$86.50 December 5, 2010
J. Marvin M(a)Gee................. 40,000 1.0% C$86.50 C$86.50 December 5, 2010
R. Thomas Tropea.................. 35,000 0.8% U.S.$56.1875 U.S.$56.1875 December 5, 2010
Alastair Kelly.................... 15,000 0.4% U.S.$56.1875 U.S.$56.1875 December 5, 2010
-------------
(1) Options vest in four equal annual instalments.
OPTIONS EXERCISED DURING MOST RECENTLY COMPLETED FINANCIAL YEAR AND VALUE OF
OPTIONS AT DECEMBER 31, 2000 FOR NAMED EXECUTIVE OFFICERS
The following table sets out certain information with respect to options to
purchase subordinate voting shares that were exercised by Named Executive
Officers during the year ended December 31, 2000 and with respect to subordinate
voting shares under option to the Named Executive Officers as at December 31,
2000.
SUBORDINATE VALUE OF UNEXERCISED
VOTING SHARES AGGREGATE UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE DECEMBER 31, 2000 DECEMBER 31, 2000(2)
NAME EXERCISE REALIZED(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- -------------- ----------- ------------------------- -------------------------
Eugene V. Polistuk.................... -- -- 277,319/413,121(3) $11,989,486/$11,370,634
Anthony P. Puppi...................... -- -- 105,695/165,437(3) $4,352,879/$4,380,372
J. Marvin M(a)Gee..................... -- -- 95,695/160,437(3) $3,933,829/$3,961,322
R. Thomas Tropea...................... -- -- 110,776/227,414(3) $4,510,408/$7,165,137
Alastair Kelly........................ 60,000 $3,851,070 51,981/125,641(3) $2,194,686/$4,573,197
-------------
(1) Based on the selling price of the underlying shares.
(2) Based on the closing price of the subordinate voting shares on the New York
Stock Exchange on December 31, 2000 of $54.25.
(3) Options granted under the ESPO Plans and the Long-Term Incentive Plan.
41
PENSION PLANS
Messrs. Polistuk, Puppi and M(a)Gee each participate in Celestica's
non-contributory pension plan (the "Canadian Pension Plan"). The Canadian
Pension Plan has a defined benefit and a defined contribution portion and
provides for a maximum of 30 years' service and retirement eligibility at the
earlier of 30 years' service or age 55.
Mr. M(a)Gee is enrolled in the defined contribution portion of the Canadian
Pension Plan. Messrs. Polistuk and Puppi participate only in the defined benefit
portion of the Canadian Pension Plan. Messrs. Polistuk, Puppi and M(a)Gee also
participate in an unregistered supplementary pension plan (the "Supplementary
Plan") that provides benefits equal to the difference between the benefits
determined in accordance with the formula set out in the Canadian Pension Plan
and Revenue Canada maximum pension benefits.
The defined contribution portion of the Canadian Pension Plan allows
employees to choose how Celestica contributions are invested on their behalf
within a range of investment options provided by third party fund managers.
Celestica's contributions range from 3% of earnings to a maximum of 6.75% of
earnings based on the number of years of service. Retirement benefits depend
upon the performance of the investment options chosen.
The following table sets forth the estimated aggregate annual benefits
payable under the defined benefit portion of the Canadian Pension Plan and the
Supplementary Plan for Messrs. Polistuk and Puppi.
CANADA PENSION PLAN TABLE(1)(2)
15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
EARNINGS AVERAGE ($) OF SERVICE OF SERVICE OF SERVICE OF SERVICE OF SERVICE
-------------------- ---------- ---------- ---------- ---------- ----------
300,000......................................... $36,000 $ 47,000 $ 63,000 $ 79,000 $ 79,000
400,000......................................... 53,000 71,000 94,000 118,000 118,000
500,000......................................... 62,000 83,000 109,000 138,000 138,000
600,000......................................... 71,000 94,000 125,000 158,000 158,000
700,000......................................... 80,000 107,000 140,000 177,000 177,000
------------
(1) This table assumes total of retirement age and years of service is greater
than or equal to 80.
(2) All amounts shown are converted into U.S. dollars from Canadian dollars at
an exchange rate of U.S.$1.00 = C$1.5465.
The benefit provided under the defined benefit portion of the Canadian
Pension Plan for each of the officers who participate in the plan is equal to
the benefit entitlement accrued under the relevant IBM plan prior to
October 22, 1996 plus the greater of 1.2% of earnings (salary and bonus) or 0.9%
of earnings up to the yearly maximum pensionable earnings ("YMPE") level, plus
1.45% of earnings above the YMPE. The defined benefit portion of the Canadian
Pension Plan is of a modified career average design with pre-1999 benefits based
on the three-year earnings average at December 31, 1998. The defined benefit
portion of the Canadian Pension Plan also provides for supplementary early
retirement benefits from the date of early retirement to age 65.
As at December 31, 2000, Messrs. Polistuk and Puppi had completed 32 and
21 years of service, respectively.
During the year ended December 31, 2000, Celestica set aside an aggregate
amount of $289,273 to provide pension benefits for Messrs. Polistuk, Puppi and
M(a)Gee pursuant to the Canadian Pension Plan. No other amounts were set aside
or accrued by Celestica during the year ended December 31, 2000 for the purpose
of providing pension, retirement or similar benefits for Messrs. Polistuk, Puppi
and M(a)Gee pursuant to any other plans.
Mr. Tropea participates in the "U.S. Plan." The U.S. Plan qualifies as a
deferred salary arrangement under section 401 of the Internal Revenue Code
(United States). Under the U.S. Plan, participating employees may defer a
portion of their pre-tax earnings not to exceed 15% of their total compensation.
Celestica, at its discretion, may make contributions for the benefit of eligible
employees.
42
During the year ended December 31, 2000, Celestica contributed $5,100 to the
U.S. Plan for the benefit of Mr. Tropea. Except as described above, no other
amounts were set aside or accrued by Celestica during the year ended
December 31, 2000 for the purpose of providing pension, retirement or similar
benefits for Mr. Tropea.
Mr. Kelly participates in Celestica's two U.K. pension plans ("U.K. Pension
Plans"). The aggregate benefit provided under the U.K. Pension Plans is based on
"Final Pensionable Pay" which is the greater of basic salary over the last
twelve months and the average basic salary over any three consecutive tax years
during the last 13 years of service. The following table sets forth the
aggregate annual benefits payable under the U.K. Pension Plans for Mr. Kelly:
U.K. PENSION PLAN TABLE(1)(2)(3)
15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
EARNINGS AVERAGE ($) OF SERVICE OF SERVICE OF SERVICE OF SERVICE OF SERVICE
-------------------- ---------- ---------- ---------- ---------- ----------
100,000........................................ $ 33,000 $ 44,000 $ 56,000 $ 64,000 $ 64,000
200,000........................................ 66,000 89,000 111,000 127,000 127,000
300,000........................................ 100,000 133,000 167,000 191,000 191,000
400,000........................................ 133,000 177,000 222,000 255,000 255,000
------------
(1) This table assumes that age of retirement is 55 or later.
(2) All amounts shown are converted into U.S. dollars from British pounds
sterling at an exchange rate of U.S.$1.00 = L0.6871.
(3) The Commissioner of Inland Revenue (United Kingdom) generally limits pension
benefits to a maximum of two-thirds of earnings. For the purpose of
determining the Inland Revenue limits applicable to Mr. Kelly, this table
assumes that for each year until retirement Mr. Kelly receives a bonus equal
to 10% of salary.
For Mr. Kelly, the U.K. Pension Plans provide an aggregate benefit equal to
two-thirds of Final Pensionable Pay (salary only) on retirement at age 60. On
earlier retirement, the pension pro-rated by the proportion that completed
service bears to potential service to age 60. The pension is reduced for early
payment if it is taken before age 55. As at December 31, 2000, Mr. Kelly had
accrued approximately 22 years of service.
During the year ended December 31, 2000, Celestica paid contributions of
$70,466 to the U.K. Pension Plans in respect of Mr. Kelly. No other amounts were
set aside or accrued by Celestica during the year ended December 31, 2000 for
the purpose of providing pension, retirement or similar benefits for Mr. Kelly
pursuant to any other plans.
EMPLOYMENT AGREEMENTS
Messrs. Polistuk and Puppi each entered into an employment agreement with
Celestica as of October 22, 1996. Mr. Tropea entered into an employment
agreement with Celestica as of June 30, 1998. Each agreement provides for the
executive's base salary and for benefits in accordance with Celestica's
established benefit plans for employees from time to time. Each agreement
provides for the executive to receive an amount equivalent to 36 months' salary
if Celestica terminates the executive's employment, other than for cause,
subject to reduction if the executive earns replacement earnings during such
period from other sources.
INDEMNIFICATION AGREEMENTS
Celestica and certain of its subsidiaries have entered into indemnification
agreements with certain of the directors and officers of Celestica and its
subsidiaries. These agreements generally provide that Celestica or the
subsidiary of Celestica which is a party to the agreement, as applicable, will
indemnify the director or officer in question (including his or her heirs and
legal representatives) against all costs, charges and expenses incurred by him
or her in respect of any civil, criminal or administrative action or proceeding
to which he or she is made a party by reason of being or having been a director
or officer of such corporation or a subsidiary thereof, provided that (a) he or
she has acted honestly and in good faith with a view to the best interests of
the corporation, and (b) in the case of a criminal or administrative proceeding
that is enforced by a monetary penalty, he or she had reasonable grounds for
believing that his or her conduct was lawful.
43
C. BOARD PRACTICES
Members of the Board of Directors are elected until the next annual meeting
or until their successors are elected or appointed.
Except for the right to receive deferred compensation (see Item 6(B),
"Compensation"), no director is entitled to benefits from Celestica when they
cease to serve as a director.
BOARD COMMITTEES
The Board of Directors has established three standing committees of
directors, each with a specific mandate. The Executive Committee, the Audit
Committee and Compensation Committee each are composed of three directors.
EXECUTIVE COMMITTEE
Subject to the limitations set out in subsection 127(3) of the BUSINESS
CORPORATIONS ACT (Ontario), the Board of Directors has delegated to the
Executive Committee the powers to consider and approve certain matters relating
to the management of Celestica subject to any regulations or restrictions that
may from time to time be made or imposed upon the Executive Committee by the
Board of Directors. The members of the Executive Committee are Mr. Crandall,
Mr. Melman and Mr. Polistuk.
AUDIT COMMITTEE
The Audit Committee, which consists of Mr. Love, Mr. Martin and Mr. Melman,
selects and engages, on behalf of Celestica, the independent public accountants
to audit Celestica's annual financial statements, and reviews and approves the
planned scope of the annual audit. The Audit Committee has direct communication
channels with the auditors to discuss and review specific issues as appropriate.
The Audit Committee's duties include the responsibility for reviewing financial
statements with management and the auditors, monitoring the integrity of
Celestica's management information systems and internal control procedures, and
reviewing the adequacy of Celestica's processes for identifying and managing
risk, including the management of risk with respect to environmental and health
and safety matters.
COMPENSATION COMMITTEE
The Compensation Committee approves Celestica's executive compensation
policies and establishes remuneration levels of Celestica's executive officers
and performs such functions as provided for under Celestica's employee benefit
programs and executive compensation programs. The Compensation Committee
consists of Mr. Melman, Mr. Tapscott and Mr. Walter.
D. EMPLOYEES
As of March 1, 2001, Celestica has over 31,000 permanent and temporary
(contract) employees worldwide. The following table sets forth information
concerning Celestica's employees by geographic location:
NUMBER OF EMPLOYEES
------------------------------
DATE AMERICAS EUROPE ASIA
---- -------- -------- --------
December 31, 1998........................................... 7,600 2,300 3,500
December 31, 1999........................................... 10,600 3,000 4,900
December 31, 2000........................................... 16,000 6,000 7,000
During the year ended December 31, 2000, approximately 5,000 temporary
(contract) employees were engaged by Celestica world-wide.
44
Certain information concerning employees is set forth in Item 4,
"Information on the Company -- Business Overview -- Human Resources."
E. SHARE OWNERSHIP
The following table sets forth certain information concerning the direct and
beneficial ownership of shares of Celestica at March 1, 2001 by each director
who holds shares and each of the Named Executive Officers and all directors and
executive officers of Celestica as a group. Unless otherwise noted, the address
of each of the shareholders named below is Celestica's principal executive
office. In this table, multiple voting shares are referred to as "MVS" and
subordinate voting shares are referred to as "SVS."
MARCH 1, 2001
-----------------------------------------------
PERCENTAGE OF
CLASS/ALL PERCENTAGE OF
NAME OF BENEFICIAL OWNER(1) VOTING SHARES EQUITY SHARES VOTING POWER
--------------------------- --------------- ------------- -------------
Eugene V. Polistuk..................................... 389,371 SVS */* *
Anthony P. Puppi....................................... 168,052 SVS */* *
Robert L. Crandall..................................... 50,000 SVS */* *
Mark L. Hilson(2)(3)................................... 438,792 SVS */* *
Richard S. Love........................................ 46,000 SVS */* *
Roger L. Martin........................................ 40,000 SVS */* *
Anthony R. Melman(2)(4)................................ 450,000 SVS */* *
Gerald W. Schwartz(2)(5)............................... 39,065,950 MVS 100%/19.2% 85.5%
5,556,317 SVS 3.4%/2.7% *
Don Tapscott........................................... 40,000 SVS */* *
John R. Walter......................................... 50,000 SVS */* *
J. Marvin M(a)Gee...................................... 150,695 SVS */* *
R. Thomas Tropea....................................... 190,776 SVS */* *
Alastair Kelly......................................... 108,988 SVS */* *
All directors and executive officers as a group
(23 persons)(3)(4)(5)(6)............................. 39,065,950 MVS 100%/19.2% 85.5%
7,701,421 SVS 4.7%/3.8% *
Total percentage of all equity shares and total
percentage of voting power......................... 22.9% 86.2%
------------
* Less than 1%.
(1) As used in this table, "beneficial ownership" means sole or shared power to
vote or direct the voting of the security, or the sole or shared investment
power with respect to a security (I.E., the power to dispose, or direct a
disposition, of a security). A person is deemed at any date to have
"beneficial ownership" of any security that such person has a right to
acquire within 60 days of such date. Certain shares subject to options
granted pursuant to management investment plans of Onex are included as
owned beneficially by named individuals although the exercise of these
options is subject to Onex meeting certain financial targets. More than one
person may be deemed to have beneficial ownership of the same securities.
Unless otherwise indicated, the address for each shareholder is: c/o
Celestica Inc., 12 Concorde Place, Toronto, Ontario M3C 3R8.
(2) The address of such shareholders is: c/o Onex Corporation, 161 Bay Street,
P.O. Box 700, Toronto, Ontario, Canada M5J 2S1.
(3) Includes 20,000 subordinate voting shares beneficially owned by
Mr. Hilson's spouse (as to which Mr. Hilson disclaims beneficial ownership),
26,000 subordinate voting shares beneficially owned by a trust the
beneficiaries of which are members of Mr. Hilson's family (as to which
Mr. Hilson disclaims beneficial ownership) and 277,326 subordinate voting
shares owned by Onex which are subject to options granted to Mr. Hilson
pursuant to certain management investment plans of Onex.
(4) Includes 274,588 subordinate voting shares owned by Onex which are subject
to options granted to Mr. Melman pursuant to certain management investment
plans of Onex.
(5) Includes 299,992 subordinate voting shares owned by a company controlled by
Mr. Schwartz and all of the shares of Celestica beneficially owned by Onex,
of which 1,077,500 subordinate voting shares are subject to options granted
to Mr. Schwartz pursuant to certain management incentive plans of Onex. Of
these shares 140,000 subordinate voting shares may be delivered at the
option of a company owned by Mr. Schwartz, to satisfy the obligations of
such company under equity forward agreements. Mr. Schwartz, a director of
Celestica, is the Chairman of the Board, President and Chief Executive
Officer of Onex, and controls Onex through his ownership of
45
shares with a majority of the voting rights attaching to all shares of Onex.
Accordingly, Mr. Schwartz may be deemed to be the beneficial owner of shares
of Celestica beneficially owned by Onex.
(6) Includes 575,550 subordinate voting shares held by Royal Trust Corporation,
in trust for Celestica Employee Nominee Corporation, as agent for and on
behalf of individual Celestica executives, pursuant to the provisions of
Celestica employee benefit plans, and 438,184 subordinate voting shares
which are subject to options.
MVS and SVS have different voting rights. See Item 10, "Additional
Information -- Memorandum and Articles of Incorporation -- Multiple Voting
Shares and Subordinate Voting Shares."
SHARE PURCHASE AND OPTION PLANS
Celestica has issued subordinate voting shares and has granted options to
acquire subordinate voting shares for the benefit of certain of its employees
and executives pursuant to various employee share purchase and option plans in
effect prior to Celestica's initial public offering (the "ESPO Plans"). No
further options or subordinate voting shares (other than pursuant to outstanding
options) may be issued under these ESPO Plans.
Pursuant to the ESPO Plans, employees and executives of Celestica were
offered the opportunity to purchase subordinate voting shares and, in connection
with such purchase, receive options to acquire an additional number of
subordinate voting shares based on the number of subordinate voting shares
acquired by them under the ESPO Plans (on average, approximately 1.435 options
for each subordinate voting share acquired under the ESPO Plans). In each case,
the exercise price for the options is equal to the price per share paid for the
corresponding subordinate voting shares acquired under the ESPO Plans.
Upon the completion of Celestica's initial public offering, certain options
became exercisable. The balance of the options issued under the ESPO Plans vest
over a period of five years beginning December 31, 1998: December 31,
1998 -- 10%; December 31, 1999 -- 15%; December 31, 2000 -- 20%; December 31,
2001 -- 25%; December 31, 2002 -- 30%. All subordinate voting shares acquired by
employees under the ESPO Plans are held either by the employee, or by Royal
Trust Corporation, in trust for Celestica Employee Nominee Corporation as agent
for and on behalf of such employees. Pursuant to the terms of the ESPO Plans,
when an employee ceases to be employed by Celestica, all options which are not
then exercisable terminate. Similarly, unless exercised within a limited time
period (up to a maximum of 90 days following the date to termination, depending
on the cause of termination), the then exercisable options also terminate.
As at March 1, 2001, approximately 3,800 persons held options to acquire an
aggregate of 17,075,495 subordinate voting shares. All of these options were
issued pursuant to the ESPO Plans except that options to acquire
9,980,774 subordinate voting shares were issued under the Long-Term Incentive
Plan. The following table sets forth information with respect to options
outstanding as at March 1, 2001.
46
OUTSTANDING OPTIONS
NUMBER OF
SUBORDINATE
VOTING SHARES
BENEFICIAL HOLDERS UNDER OPTION EXERCISE PRICE YEAR OF ISSUANCE DATE OF EXPIRY
------------------ --------------- ------------------- -------------------- -------------------
Executive officers
(15 persons in total)...... 863,268 $5.00 During 1997 April 8, 2007(1)
April 29, 2008 -
302,890 $7.50 - $8.75 During 1998 July 3, 2008
387,500 C$18.90 January 1, 1999 January 1, 2009
30,000 $12.345 January 1, 1999 January 1, 2009
23,000 C$20.625 February 11, 1999 February 11, 2009
80,000 C$31.85 July 2, 1999 July 2, 2009
70,000 $22.97 September 20, 1999 September 20, 2009
552,000 C$57.845 December 7, 1999 December 7, 2009
60,000 $39.03 December 7, 1999 December 7, 2009
100,000 C$60.00 May 26, 2000 May 26, 2010
311,000 C$86.50 December 5, 2000 December 5, 2010
27,000 $56.1875 December 5, 2000 December 5, 2010
25,000 C$73.50 March 1, 2001 March 1, 2010
Directors who are not
Executive officers......... 250,000 $8.75 During 1998 July 7, 2008
40,000 C$34.50 July 7, 1999 July 7, 2009
60,000 $23.41 July 7, 1999 July 7, 2009
40,000 $72.60 July 7, 2000 July 7, 2010
60,000 $48.69 July 7, 2000 July 7, 2010
All other Celestica Employees
(other than IMS)........... 4,173,148 $5.00 During 1997 April, 2007(2)
(more than 3,000 persons in April 29, 2008 -
total)................... 862,710 $7.50 - C$14.05 During 1998 November 9, 2008
784,425 $13.69 - C$21.45 March 17, 1999 December 31, 2008
2,274,275 $39.03/C$57.845 December 7, 1999 December 31, 2009
January 1, 2009 to
668,350 $13.65 - C$53.75 During 1999 December 31, 2009
January 1, 2010 to
1,139,774 $40.06 - C$123.65 During 2000 December 31, 2010
2,481,155 $56.1875/C$86.50 December 5, 2000 December 5, 2010
January 1, 2001 to January 1, 2011 to
190,200 $49.00 - C$108.45 March 1, 2001 March 1, 2011
June 13, 2006 to
IMS Employees(5)............. 1,239,800(3)(5) $0.925-13.31(4) December 30, 1998 December 18, 2008
-------------
(1) Except for 10,140 options which expire on November 4, 2005.
(2) Except for 289,740 options which expire on November 4, 2005.
(3) Represents options outstanding under certain stock option plans that were
assumed by Celestica on December 31, 1998.
(4) The original exercise price for these options was based on the NASDAQ market
price of IMS common stock at the date of issuance.
(5) Represents options outstanding under certain employee purchase plans that
were assumed by Celestica on December 30, 1998.
Celestica's compensation philosophy is predicated on the belief that
broadly-based employee participation in share ownership is critical to maintain
a common entrepreneurial culture and motivation throughout Celestica's
operational units and across functional and geographic boundaries. Accordingly,
prior to the completion of its initial public offering, Celestica established
the Long-Term Incentive Plan and the Employee Share Ownership Plan.
47
LONG-TERM INCENTIVE PLAN
LONG-TERM INCENTIVE PLAN. Under the Long-Term Incentive Plan (the "Plan"),
the board of directors of Celestica may in its discretion grant from time to
time stock options, performance shares, performance share units and stock
appreciation rights ("SARs") to directors, permanent employees and consultants
("eligible participants") of Celestica, its subsidiaries and other companies or
partnerships in which Celestica has a significant investment ("affiliated
entities").
Under the Plan, up to 15,000,000 subordinate voting shares of Celestica may
be issued from treasury. At the annual and special meeting of Celestica
shareholders held April 18, 2001, shareholders approved the proposal to increase
to 23,000,000 the number of subordinate voting shares that may be issued from
treasury under the Plan. The number of subordinate voting shares which may be
issued from treasury under the Plan to directors is limited to 2,000,000. In
addition, Celestica may satisfy obligations under the Plan by acquiring
subordinate voting shares in the market. The number of subordinate voting shares
which may be reserved for issuance pursuant to options or rights granted
pursuant to the Plan, together with subordinate voting shares reserved for
issuance under any other employee-related plan of Celestica or options for
services granted by Celestica, to any one person shall not exceed 5% of the
aggregate issued and outstanding subordinate voting shares and multiple voting
shares of Celestica.
The exercise price for any stock option issued under the Plan will not be
less than the market price of the subordinate voting shares on the day preceding
the date of grant, except that options to acquire subordinate voting shares were
issued to directors and an officer substantially concurrently with the
completion of the initial public offering with an exercise price equal to the
initial public offering price ($8.75). Options issued under the Plan may be
exercised during a period determined under the Plan, which may not exceed ten
years. The Plan also provides that, unless otherwise determined by the board of
directors, options will terminate within specified time periods following the
termination of employment of an eligible participant with Celestica or its
affiliated entities. The exercise of options may be subject to vesting
conditions, including specific time schedules for vesting and performance-based
conditions such as share price and financial results. The grant to, or exercise
of options by, an eligible participant may also be subject to certain share
ownership requirements.
A participant may, in lieu of the exercise of an option for the number of
shares represented thereby, exercise an option for a number of shares without
payment of the option price by subscribing for that number of shares obtained by
dividing (a) the difference between the market price and the option exercise
price multiplied by the number of shares in respect of which the option is being
exercised by (b) the market price at the time of exercise.
Celestica may arrange for financial assistance, by way of loans or
otherwise, to eligible participants to acquire subordinate voting shares upon
the exercise of options under the Plan, on such terms and conditions as the
board of directors determines.
Under the Plan, eligible participants may be granted SARs, a right to
receive a cash amount equal to the difference between the market price of the
subordinate voting shares at the time of the grant and the market price of such
shares at the time of exercise of the SAR. Such amounts may also be payable by
the issuance of subordinate voting shares. SARs may be granted under the Plan on
a one-for-one or other basis in tandem with option grants, in which case it may
be a term of the option and the SAR that the exercise of one results in the
cancellation of the other. The exercise of SARs may also be subject to
conditions similar to those which may be imposed on the exercise of stock
options.
Upon the issuance of performance units, eligible participants will be
entitled to receive grants of subordinate voting shares, with such shares to be
issued at the then market price of subordinate voting shares. The issue of such
shares may be subject to vesting requirements similar to those described above
with respect to the exercisability of options and SARs, including such time or
performance-based conditions as may be determined by the board of directors in
its discretion. The number of subordinate voting shares which may be issued from
the treasury of Celestica under the performance unit program is limited to
2,000,000 and the number of subordinate voting shares which may be issued
pursuant to the performance unit program to any one person shall not exceed 1%
of the aggregate issued and outstanding subordinate voting shares and multiple
voting shares of Celestica.
48
The interests of any participant under the Plan or in any option, rights or
performance unit shall not be transferable by him or her except to a spouse or a
personal holding company or family trust controlled by the participant, the
shareholders or beneficiaries of which, as the case may be, are any combination
of the participant, the participant's spouse, the participant's minor children
and the participant's minor grandchildren, subject to applicable stock exchange
rules.
The Plan, or the terms of any option, SAR or performance unit granted
thereunder, can be amended by the board of directors, subject to obtaining any
required regulatory approvals and participant and shareholder approval where so
required. Participation in the Plan by eligible participants is not a condition
of employment of an eligible participant. Celestica may appoint a trustee or
administrator to perform certain functions under the Plan and the board of
directors may delegate its rights and duties under the Plan to a committee of
the board of directors or one or more specified officers.
EMPLOYEE SHARE OWNERSHIP PLAN
The purpose of the Employee Share Ownership Plan ("ESOP") is to enable
eligible employees and directors ("Eligible Participants") of Celestica to
acquire subordinate voting shares, so as to encourage continued employee
interest in the operation, growth and development of Celestica, as well as to
provide an additional investment opportunity to employees and directors. The
ESOP enables Eligible Participants to acquire subordinate voting shares from
shares acquired by an administrator in the market. Under the ESOP, an Eligible
Participant who is an employee may elect to contribute an amount by deduction
from each regular payroll, representing no more than 10% of his or her
compensation. A participant who is a director may elect to designate all or a
portion of his or her cash retainer fees, meeting fees, committee or similar
fees as a contribution under the ESOP. Celestica will contribute 25% of the
amount of the contributions of employees, up to a maximum total for each
contribution of 1% of the employee's compensation for the relevant payroll
period. Unless otherwise determined by Celestica, no Celestica contribution
shall be made for contributions by directors. The ESOP provides for vesting
conditions relating to shares acquired under the ESOP using Celestica
contributions. Under the ESOP, following each payroll period, an administrator
acquires in the market subordinate voting shares for the purposes of satisfying
purchases by Eligible Participants under the ESOP, using funds contributed by
employees and Celestica. The ESOP also provides that participation in the Plan
by Eligible Participants is not a condition of employment of an Eligible
Participant.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. CONTROL OF REGISTRANT
The following table sets forth certain information concerning the direct and
beneficial ownership of the shares of Celestica at March 1, 2001 by each person
known to Celestica to own beneficially, directly or indirectly, 10% or more of
the subordinate voting shares or the multiple voting shares. Unless otherwise
noted, the address of each of the shareholders named below is Celestica's
principal executive office. In this table, multiple voting shares are referred
to as "MVS" and subordinate voting shares are referred to as "SVS."
MARCH 1, 2001
--------------------------------------------------
PERCENTAGE OF
CLASS/ALL EQUITY PERCENTAGE OF
NAME OF BENEFICIAL OWNER(1) VOTING SHARES SHARES VOTING POWER
--------------------------- --------------- ---------------- -------------
Onex Corporation(2)(3)(4)............................. 39,065,950 MVS 100%/19.2% 85.5%
5,256,325 SVS 3.2%/2.3% *
Gerald W. Schwartz(2)(4)(5)........................... 39,065,950 MVS 100%/19.2% 85.5%
5,556,317 SVS 3.4%/2.7% *
Total percentage of all equity shares and total
percentage of voting power........................ 21.9% 86.1%
AIM Management Group Inc.(6)(7)....................... 21,640,824 SVS 13.1%/10.6% 1.9%
------------
* Less than 1%.
49
(1) As used in this table, "beneficial ownership" means sole or shared power to
vote or direct the voting of the security, or the sole or shared investment
power with respect to a security (I.E., the power to dispose, or direct a
disposition, of a security). A person is deemed at any date to have
"beneficial ownership" of any security that such person has a right to
acquire within 60 days of such date. Certain shares subject to options
granted pursuant to management investment plans of Onex are included as
owned beneficially by named individuals although the exercise of these
options is subject to Onex meeting certain financial targets. More than one
person may be deemed to have beneficial ownership of the same securities.
(2) The address of such shareholders is: c/o Onex Corporation, 161 Bay Street,
P.O. Box 700, Toronto, Ontario, Canada M5J 2S1.
(3) Includes 11,635,958 multiple voting shares held by wholly-owned subsidiaries
of Onex, 2,731,966 subordinate voting shares held by Royal Trust
Corporation, in trust for Celestica Employee Nominee Corporation, as agent
for and on behalf of certain executives and employees of Celestica pursuant
to certain of Celestica's employee share purchase and option plans, 45,367
subordinate voting shares representing an undivided interest of
approximately 10.2% in 444,700 subordinate voting shares and 736,790
subordinate voting shares directly or indirectly held by certain officers of
Onex which Onex has the right to vote.
Of these shares, 9,214,320 subordinate voting shares may be delivered, at
the issuer's option, upon the exercise or redemption, or at maturity or
acceleration, of exchangeable debentures due 2025 issued by a subsidiary of
Onex. In addition, 1,769,077 subordinate voting shares may be delivered, at
the option of Onex or certain persons related to Onex, to satisfy the
obligations of such persons under equity forward agreements. If a debenture
is exercised or an equity forward agreement is settled, and the issuer does
not elect or the party to an equity forward agreements does not elect to
satisfy its obligation in cash rather than delivering subordinate voting
shares, if the issuer or the party to the equity forward agreements, as the
case may be, does not have sufficient subordinate voting shares the
requisite number of multiple voting shares held by such person will
immediately be converted into subordinate voting shares, which shares will
be delivered to satisfy such obligations.
The shares Onex owns and the shares Onex has the right to vote represent in
the aggregate 86.0% of the voting power of all Celestica shares. If the
issuer of the exchangeable debentures due 2025 or the party to the equity
forward agreement, as the case may be, elects to deliver solely subordinate
voting shares and no cash upon the exchange or redemption, or at maturity or
acceleration, of the debentures or at the settlement of the equity forward
agreement, as the case may be, the shares that Onex owns and the shares Onex
has the right to vote would, if the shares were delivered on March 1, 2001,
represent in the aggregate 81.5% of the voting power of all Celestica
shares.
(4) Multiple voting shares and subordinate voting shares have different voting
rights. Information concerning voting rights is set forth in Item 10,
"Additional Information -- Memorandum and Articles of
Incorporation -- Multiple Voting Shares and Subordinate Voting Shares."
(5) Includes 299,992 subordinate voting shares owned by a company controlled by
Mr. Schwartz and all of the shares of Celestica beneficially owned by Onex,
of which 1,077,500 subordinate voting shares are subject to options granted
to Mr. Schwartz pursuant to certain management incentive plans of Onex. Of
these shares 140,000 subordinate voting shares may be delivered at the
option of a company owned by Mr. Schwartz, to satisfy the obligations of
such company under equity forward agreements. Mr. Schwartz, a director of
Celestica, is the Chairman of the Board, President and Chief Executive
Officer of Onex, and controls Onex through his ownership of shares with a
majority of the voting rights attaching to all shares of Onex. Accordingly,
Mr. Schwartz may be deemed to be the beneficial owner of shares of Celestica
beneficially owned by Onex.
(6) The address of such shareholder is: 11 Greenway Plaza, Suite 100, Houston,
Texas 77046.
(7) The information concerning this shareholder's ownership of subordinate
voting shares was obtained from the shareholder's Schedule 13G filed with
the Securities and Exchange Commission on January 10, 2001.
HOLDERS
On March 1, 2001, there were approximately 521 holders of record of
subordinate voting shares, of which approximately 243 holders, holding
approximately 39.3% of the outstanding subordinate voting shares, were resident
in the United States.
On March 1, 2001, there was one holder of record of the Senior Subordinated
Notes; the holder of record was in the United States.
On March 1, 2001, there was one holder of record of the Liquid Yield
Option-TM- Notes due 2020; the holder was in the United States.
B. RELATED PARTY TRANSACTIONS
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
Celestica and Onex are parties to a Management Services Agreement under
which Onex has agreed to provide management, administrative, strategic planning,
financial and support services to Celestica of such nature as Celestica may
reasonably request from time to time having regard to Onex's experience,
expertise and personnel or the personnel of its subsidiaries, as the case may
be. Celestica has agreed to pay Onex certain fees
50
under the Management Services Agreement equal to $2.0 million per year adjusted
for changes in the Canadian consumer price index. The Management Services
Agreement also provides that if Celestica uses Onex management personnel to
provide investment banking or financial advice in connection with any
acquisition, Onex will be entitled to receive fees consistent in the
determination of the board of directors of Celestica with fees typically paid
for financial advice in such circumstances to investment bankers or other expert
advisors at arm's-length to Celestica. The Management Services Agreement has a
term of five years with automatic renewal for successive one-year periods
thereafter, subject to termination on 12 months' prior written notice at any
time after the initial five-year term by the directors of Celestica who are
independent of Celestica and Onex, and provided that in any event the Management
Services Agreement, and the rights of Onex to receive fees (other than accrued
and unpaid fees), will terminate 30 days after the first day upon which Onex
ceases to hold at least one multiple voting share. During 2000, Celestica paid
to Onex management and acquisition related fees of approximately $2.6 million.
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
As at March 1, 2001, Celestica had guaranteed $2,093,187 aggregate
indebtedness of certain officers and employees of Celestica incurred in
connection with the purchase of subordinate voting shares. The following table
sets forth details of such guarantees by Celestica of indebtedness of the
directors and officers of Celestica.
INDEBTEDNESS OF SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS
AMOUNT
LARGEST AMOUNT OUTSTANDING
OUTSTANDING AS AT
NAME AND PRINCIPAL POSITION DURING 2000(1)(2) MARCH 1, 2001(2)(3)
--------------------------- ----------------- --------------------
Eugene V. Polistuk.......................................... $387,973 nil
Director, Chairman of the Board and Chief Executive Officer
J. Marvin M(a)Gee........................................... $173,941 $160,315
President and Chief Operating Officer
Anthony P. Puppi............................................ $173,941 nil
Director, Executive Vice-President, Chief Financial Officer
and General Manager, Global Services
R. Thomas Tropea............................................ $420,304 $420,304
Vice Chair, Global Customer Units and Worldwide Marketing
and Business Development
Alastair Kelly.............................................. $225,572 $138,254
Executive Vice-President, Corporate Development
Andrew G. Gort.............................................. $ 96,537 nil
Executive Vice-President, Global Supply Chain Management
Lisa J. Colnett............................................. $130,464 nil
Senior Vice-President, Worldwide Process Management and
Chief Information Officer
Iain S. Kennedy............................................. $ 55,661 nil
Senior Vice-President, Integration
Daniel P. Shea.............................................. $289,902 $289,902
Senior Vice-President and Chief Technology Officer
Rahul Suri.................................................. $987,434 $987,434
Senior Vice-President, Mergers and Acquisitions
Elizabeth L. DelBianco...................................... $ 66,905 nil
Vice-President, General Counsel and Secretary
51
AMOUNT
LARGEST AMOUNT OUTSTANDING
OUTSTANDING AS AT
NAME AND PRINCIPAL POSITION DURING 2000(1)(2) MARCH 1, 2001(2)(3)
--------------------------- ----------------- --------------------
F. Graham Thouret........................................... $182,671 nil
Vice-President and Corporate Treasurer
Peter Bar................................................... $127,869 $ 95,902
Vice-President and Corporate Controller
------------
(1) In 2000, the Corporation guaranteed a loan in the amount of $987,434 to
enable Mr. Suri to purchase 20,000 subordinate voting shares. All of the
shares purchased are pledged by Mr. Suri as security for the loan guarantee.
No securities were purchased by any other directors or officers during 2000
with the financial assistance of Celestica.
(2) All amounts shown are converted into U.S. dollars from Canadian dollars at
an exchange rate of U.S.$1.00 = C$1.5465 and from British pounds sterling at
an exchange rate of U.S.$1.00 = L0.6871.
(3) All guaranteed amounts incur interest at a rate equal to certain commercial
banks' prime lending rates. The security for each of the guaranteed amounts
is the purchased subordinate voting shares.
No director, officer or employee was indebted to Celestica other than in
connection with securities purchase programs during the year ended December 31,
2000.
C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
See Item 18: Financial Statements.
LITIGATION
The Company is not a party to any legal proceedings which, if decided
adversely, could reasonably be expected to have a material adverse effect on the
results of operations, business, prospects or financial condition of the
Company.
DIVIDEND POLICY
The Company has not declared or paid any dividends to its shareholders.
Earnings will be retained by the Company for general corporate purposes to
promote future growth; as such, the board of directors does not anticipate
paying any dividends for the foreseeable future. The Company's board of
directors will review this policy from time to time having regard to the
Company's financial condition, financing requirements and other relevant
factors. In addition, the Company's Senior Subordinated Notes due 2006 include a
covenant restricting the Company's ability to pay dividends and the Company's
credit facilities contain financial covenants that may indirectly restrict the
Company's ability to pay dividends.
ITEM 9. THE OFFER AND LISTING
A. NATURE OF TRADING MARKET
MARKET INFORMATION
The subordinate voting shares are listed on The New York Stock Exchange (the
"NYSE") and The Toronto Stock Exchange (the "TSE"). The market price range and
trading volume of the subordinate voting shares on the NYSE and the TSE for the
periods indicated are set forth in the following tables, which have been
restated to reflect the effect of the 1999 two-for-one stock split on a
retroactive basis.
52
THE ANNUAL HIGH AND LOW MARKET PRICES FOR THE THREE MOST RECENT FISCAL YEARS(1)
NYSE
---------------------------------
HIGH LOW VOLUME
-------- -------- -----------
Price per
Subordinate
Voting Share
Year ended December 31, 1998 (from June 30, 1998)........... $13.75 $ 5.19 22,165,800
Year ended December 31, 1999................................ 57.00 12.06 115,803,800
Year ended December 31, 2000................................ 87.00 35.50 314,486,100
TSE
---------------------------------
HIGH LOW VOLUME
-------- -------- -----------
Price per
Subordinate
Voting Share
Year ended December 31, 1998 (from June 30, 1998)........... C$ 21.13 C$ 8.00 33,833,130
Year ended December 31, 1999................................ 82.75 18.40 142,584,064
Year ended December 31, 2000................................ 128.25 51.05 202,303,300
------------
(1) The subordinate voting shares began trading on June 30, 1998.
THE HIGH AND LOW MARKET PRICES FOR EACH FULL FISCAL QUARTER FOR THE TWO MOST
RECENT FISCAL YEARS
NYSE
---------------------------------
HIGH LOW VOLUME
-------- -------- -----------
Price per
Subordinate
Voting Share
Year ended December 31, 1999
First quarter............................................... $17.13 $12.57 26,046,000
Second quarter.............................................. 22.07 15.88 24,785,600
Third quarter............................................... 24.88 20.38 21,278,000
Fourth quarter.............................................. 56.25 23.94 43,694,200
Year ended December 31, 2000
First quarter............................................... $60.06 $37.56 75,117,400
Second quarter.............................................. 54.56 38.00 39,642,500
Third quarter............................................... 84.00 48.69 80,355,200
Fourth quarter.............................................. 84.50 46.50 119,371,000
TSE
---------------------------------
HIGH LOW VOLUME
-------- -------- -----------
Price per
Subordinate
Voting Share
Year ended December 31, 1999
First quarter............................................... C$ 26.00 C$19.25 41,585,510
Second quarter.............................................. 32.50 23.85 43,700,976
Third quarter............................................... 36.63 30.75 20,844,182
Fourth quarter.............................................. 81.75 35.50 36,453,396
Year ended December 31, 2000
First quarter............................................... C$ 87.40 C$54.00 61,429,900
Second quarter.............................................. 79.90 57.85 41,617,200
Third quarter............................................... 123.65 72.60 43,279,500
Fourth quarter.............................................. 128.00 70.80 55,976,600
53
THE HIGH AND LOW MARKET PRICES FOR EACH MONTH FOR THE MOST RECENT SIX MONTHS
NYSE
--------------------------------
HIGH LOW VOLUME
-------- -------- ----------
Price per
Subordinate
Voting Share
November 2000............................................... $74.75 $51.00 37,903,600
December 2000............................................... 72.34 45.94 45,743,600
January 2001................................................ 73.95 46.13 40,758,300
February 2001............................................... 76.40 46.80 51,823,400
March 2001.................................................. 53.75 25.80 73,996,000
April 2001.................................................. 51.65 24.00 6,609,000
TSE
--------------------------------
HIGH LOW VOLUME
-------- -------- ----------
Price per
Subordinate
Voting Share
November 2000............................................... C$114.95 C$78.50 18,606,513
December 2000............................................... 110.30 70.00 20,014,104
January 2001................................................ 111.15 69.05 23,075,555
February 2001............................................... 114.00 72.50 23,029,160
March 2001.................................................. 83.44 40.75 39,565,422
April 2001.................................................. 79.25 37.55 33,557,716
The LYONs are listed on the NYSE. The market price range of the LYONS on the
NYSE for the periods indicated are set forth in the following tables.
THE HIGH AND LOW MARKET PRICES FOR EACH FULL FISCAL QUARTER FOR THE MOST RECENT
FISCAL YEAR
NYSE
-------------------
HIGH LOW
-------- --------
Third quarter............................................... $55.83 $48.75
Fourth quarter.............................................. 55.24 40.05
Year ended December 31, 2000 (from August 1, 2000)(1)....... 55.83 40.05
THE HIGH AND LOW MARKET PRICES FOR EACH MONTH FOR THE MOST RECENT SIX MONTHS.
NYSE
-------------------
HIGH LOW
-------- --------
November 2000............................................... $51.58 $42.06
December 2000............................................... 49.51 40.05
January 2001................................................ 52.21 41.36
February 2001............................................... 53.74 42.78
March 2001.................................................. 35.48 45.04
April 2001.................................................. 34.56 44.55
------------
(1) The LYONs began trading on August 1, 2000.
B. PLAN OF DISTRIBUTION
Not applicable.
C. MARKETS
The subordinate voting shares are listed on the NYSE and the TSE.
54
Celestica's 10 1/2% Senior Subordinated Notes Due 2006 are eligible for
trading on the Private Offerings, Resales and Trading through Automated Linkages
(PORTAL) market. The Senior Subordinated Notes are not listed on any securities
exchange or quoted through NASDAQ. We have not been able to obtain information
as to the low and high sale price of the Senior Subordinated Notes.
Celestica's Liquid Yield Option-TM- Notes (LYONs) due 2020 are listed on the
NYSE. In Canada, the LYONs are offered on a private placement basis through
Merrill Lynch, Pierce, Fenner & Smith Incorporated and their affiliates. Liquid
Yield Option-TM- Notes is a trademark of Merrill Lynch & Co., Inc.
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not applicable.
B. MEMORANDUM AND ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION
The articles of incorporation of the Company do not place any restrictions
on the Company's objects and purposes.
CERTAIN POWERS OF DIRECTORS
The BUSINESS CORPORATIONS ACT (Ontario), or the OBCA, requires that every
director who is a party to a material contract or transaction or a proposed
material contract or transaction with the Company, or who is a director or
officer of, or has a material interest in, any person who is a party to a
material contract or transaction or a proposed material contract or transaction
with the Company, shall disclose in writing to the Company or request to have
entered in the minutes of the meetings of directors the nature and extent of his
or her interest, and shall refrain from voting in respect of the material
contract or transaction or proposed material contract or transaction unless the
contract or transaction is:
(a) an arrangement by way of security for money lent to or obligations
undertaken by the director for the benefit of the corporation or an
affiliate;
(b) one relating primarily to his or her remuneration as a director,
officer, employee or agent of the corporation or an affiliate;
(c) one for indemnity of or insurance for directors as contemplated under
the OBCA; or
(d) one with an affiliate.
However, a director who is prohibited by the OBCA from voting on a material
contract or proposed material contract may be counted in determining whether a
quorum is present for the purpose of the resolution, if the director disclosed
his or her interest in accordance with the OBCA and the contract or transaction
was reasonable and fair to the corporation at the time it was as approved.
The by-laws of the Company provide that the directors shall from time to
time determine by resolution the remuneration to be paid to the directors, which
shall be in addition to the salary paid to any officer or employee of the
Company who is also a director. The directors may also by resolution award
special remuneration to any director in undertaking any special services on the
Company's behalf other than the normal work ordinarily required of a director of
the Company. The by-laws provide that confirmation of any such resolution or
resolutions by the shareholders of the Company is not required.
The by-laws provide that the directors may:
(a) borrow money upon the credit of the Company;
(b) limit or increase the amount to be borrowed;
55
(c) issue, reissue, sell or pledge bonds, debentures, notes or other
securities or debt obligations of the Company;
(d) issue, sell or pledge such bonds, debentures, notes or other securities
or debt obligations for such sums and at such prices as may be deemed
expedient; and
(e) mortgage, hypothecate, charge, pledge or otherwise create a security
interest in all or any currently owned or subsequently acquired real and
personal, movable and immovable, property of the Company, and the
undertaking and rights of the Company to secure any such bonds,
debentures, notes or other securities or debt obligations, or to secure
any present or future borrowing, liability or obligation of the Company.
The directors may, by resolution, amend or repeal any by-laws that regulate
the business or affairs of the Company. The OBCA requires the directors to
submit any such amendment or repeal to the shareholders of the Company at the
next meeting of shareholders, and the shareholders may confirm, reject or amend
the amendment or repeal.
ELIGIBILITY TO SERVE AS A DIRECTOR
The by-laws provide that every director shall be an individual 18 or more
years of age and that no one who is of unsound mind and has been so found by a
court in Canada or elsewhere or who has the status of a bankrupt shall be a
director. There is no provision of the articles of incorporation or by-laws
imposing a requirement for retirement or non-retirement of directors under an
age limit requirement. The OBCA requires that a majority of the directors of the
Company be resident Canadians.
The OBCA provides that unless the articles of a corporation otherwise
provide, a director of a corporation is not required to hold shares issued by
the corporation. There is no provision in the articles of incorporation imposing
a requirement that a director hold any shares issued by the Company.
AUTHORIZED CAPITAL OF THE COMPANY
The authorized capital of the Company consists of an unlimited number of
preference shares issuable in series, an unlimited number of subordinate voting
shares and an unlimited number of multiple voting shares.
MULTIPLE VOTING SHARES AND SUBORDINATE VOTING SHARES
VOTING RIGHTS
The holders of subordinate voting shares and multiple voting shares are
entitled to notice of and to attend all meetings of shareholders and to vote at
all such meetings together as a single class, except in respect of matters where
only the holders of shares of one class or series of shares are entitled to vote
separately pursuant to applicable law. The subordinate voting shares carry one
vote per share and the multiple voting shares carry 25 votes per share.
Generally, all matters to be voted on by shareholders must be approved by a
simple majority (or, in the case of election of directors, by a plurality, and
in the case of an amalgamation or amendments to the articles of the Company, by
two-thirds) of the votes cast in respect of multiple voting shares and
subordinate voting shares held by persons present in person or by proxy, voting
together as a single class. The holders of multiple voting shares are entitled
to one vote per share held at meetings of holders of multiple voting shares at
which they are entitled to vote separately as a class.
DIVIDENDS
The subordinate voting shares and the multiple voting shares are entitled to
share ratably, as a single class, in any dividends declared by the board of
directors of the Company, subject to any preferential rights of any outstanding
preference shares in respect of the payment of dividends. Dividends consisting
of subordinate voting shares and multiple voting shares may be paid only as
follows: (i) subordinate voting shares may be paid only to holders of
subordinate voting shares, and multiple voting shares may be paid only to
holders of multiple voting shares; and (ii) proportionally with respect to each
outstanding subordinate voting share and multiple voting share.
56
CONVERSION
Each multiple voting share is convertible at any time at the option of the
holder thereof into one subordinate voting share.
Multiple voting shares will be converted automatically into subordinate
voting shares upon any transfer thereof, except (i) a transfer to Onex or any
affiliate of Onex or (ii) a transfer of 100% of the outstanding multiple voting
shares to a purchaser who also has offered to purchase all of the outstanding
subordinate voting shares for a per share consideration identical to, and
otherwise on the same terms as, that offered for the multiple voting shares and
the multiple voting shares held by such purchaser thereafter shall be subject to
the provisions relating to conversion as if all references to Onex were
references to such purchaser. In addition, if (i) any holder of any multiple
voting shares ceases to be an affiliate of Onex or (ii) Onex and its affiliates
cease to have the right, in all cases, to exercise the votes attached to, or to
direct the voting of, any of the multiple voting shares held by Onex and its
affiliates, such multiple voting shares shall convert automatically into
subordinate voting shares on a one-for-one basis. For these purposes,
(i) "Onex" includes any successor corporation resulting from an amalgamation,
merger, arrangement, sale of all or substantially all of its assets, or other
business combination or reorganization involving Onex, provided that such
successor corporation beneficially owns directly or indirectly all multiple
voting shares beneficially owned directly or indirectly by Onex immediately
prior to such transaction and is controlled by the same person or persons as
controlled Onex prior to the consummation of such transaction; (ii) a
corporation shall be deemed to be a subsidiary of another corporation if, but
only if (a) it is controlled by that other, or that other and one or more
corporations each of which is controlled by that other, or two or more
corporations each of which is controlled by that other, or (b) it is a
subsidiary of a corporation that is that other's subsidiary; (iii) "affiliate"
means a subsidiary of Onex or a corporation controlled by the same person or
company that controls Onex; and (iv) "control" means beneficial ownership of, or
control or direction over, securities carrying more than 50% of the votes that
may be cast to elect directors if those votes, if cast, could elect more than
50% of the directors. For these purposes, a person is deemed to beneficially own
any security which is beneficially owned by a corporation controlled by such
person.
In addition, if at any time the number of outstanding multiple voting shares
shall represent less than 5% of the aggregate number of the outstanding multiple
voting shares and subordinate voting shares, all of the outstanding multiple
voting shares shall be automatically converted at such time into subordinate
voting shares on a one-for-one basis.
Onex, which owns all of the outstanding multiple voting shares, has entered
into an agreement with Computershare Trust Company of Canada, as trustee for the
benefit of the holders of the subordinate voting shares, that has the effect of
preventing transactions that otherwise would deprive the holders of subordinate
voting shares of rights under applicable provincial take-over bid legislation to
which they would have been entitled in the event of a take-over bid for the
multiple voting shares if the multiple voting shares had been subordinate voting
shares.
MODIFICATION, SUBDIVISION AND CONSOLIDATION
Any modification to the provisions attaching to either the subordinate
voting shares or the multiple voting shares require the separate affirmative
vote of two-thirds of the votes cast by the holders of subordinate voting shares
and multiple voting shares, respectively, voting as separate classes. The
Company may not subdivide or consolidate the subordinate voting shares or the
multiple voting shares without at the same time proportionally subdividing or
consolidating the shares of the other class.
CREATION OF OTHER VOTING SHARES
The Company may not create any class or series of shares, or issue any
shares of any class or series (other than subordinate voting shares) having the
right to vote generally on all matters that may be submitted to a vote of
shareholders (except matters for which applicable law requires the approval of
holders of another class or series of shares voting separately as a class or
series) without the separate affirmative vote of two-thirds of the votes cast by
the holders of the subordinate voting shares and the multiple voting shares,
respectively, voting as separate classes.
57
RIGHTS ON DISSOLUTION
With respect to a distribution of assets in the event of a liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, or
any other distribution of the assets of the Company for the purposes of winding
up its affairs, holders of subordinate voting shares and multiple voting shares
will share ratably as a single class in assets available for distribution to
holders of subordinate voting shares and multiple voting shares after payment in
full of the amounts required to be paid to holders of preference shares, if any.
OTHER RIGHTS
Neither the subordinate voting shares nor the multiple voting shares are
redeemable nor do the holders of such shares have pre-emptive rights to purchase
additional shares.
All of the outstanding subordinate voting shares and all of the outstanding
multiple voting shares will be fully paid and non-assessable.
PREFERENCE SHARES
The articles of the Company permit the issuance of preference shares in
series, without further approval of shareholders. The number of preference
shares of each series and the designation, rights, privileges, restrictions and
conditions attaching to the shares of each series, including, without
limitation, any voting rights (other than general voting rights), any rights to
receive dividends or any terms of redemption shall be determined by the board of
directors. The holders of the preference shares are entitled to dividends in
priority to the holders of multiple voting shares, the subordinate voting shares
or other shares ranking junior to the preference shares. With respect to a
distribution of assets in the event of a liquidation, dissolution or winding-up
of the Company, whether voluntary or involuntary, or any other distribution of
the assets of the Company for the purposes of winding up its affairs, the
preference shares rank in priority to the multiple voting shares, the
subordinate voting shares and any other shares ranking junior to the preference
shares.
Additional information concerning the rights and limitations of shareholders
found in our memorandum and articles of incorporation is hereby incorporated by
reference to our registration statement on Form F-4 (Reg. No. 333-9636).
58
C. MATERIAL CONTRACTS
The following table summarizes each material contract, other than contracts
entered into in the ordinary course of business, to which Celestica or any
member of Celestica's group is a party, for the two years immediately preceding
the publication of this Annual Report:
DATE PARTIES TYPE TERMS AND CONDITIONS CONSIDERATION
---------------- --------------------- ------------------- ------------------------- ----------------------------
June 22, 2000 Celestica and NEC do Acquisition Celestica acquired all $122,780,000 purchase price
Brasil S.A. ("NEC") Agreement the shares of NDB including post-closing
Industrial Ltda. adjustments
December 5, Celestica Asset Purchase Celestica Corporation and Approximately $70,000,000
2000 Corporation, Agreement Celestica Ireland Limited
Celestica Ireland acquired certain assets
Limited, from Motorola, Inc. and
Motorola, Inc. and Motorola B.V. in Dublin,
Motorola B.V. Ireland and
Mt. Pleasant, Iowa
January 12, 2000 Celestica Asset Purchase Celestica Corporation $135,000,000 purchase price
Corporation, Agreement acquired certain assets including post-closing
Celestica and IBM from IBM located in adjustments
Rochester, Minnesota.
February 9, Celestica, Celestica Quota (Share) Celestica and Celestica Approximately
2000, amended Europe Inc., IBM Purchase Agreement Europe Inc. acquired all ITL 441,308,000,000, subject
February 28, Italia S.p.A. and IBM the voting stock of WCE to post-closing adjustments
2000 and Semea Servizi Italia S.R.L.
May 31, 2000 Finanziari S.p.A.
May 7, 2001 Celestica Corporation Asset Purchase Celestica Corporation Approximately $200,000,000
and Avaya, Inc. Agreement acquired certain assets
from Avaya in Denver,
Colorado and Little Rock,
Arkansas
D. EXCHANGE CONTROLS
Canada has no system of exchange controls. There are no Canadian
restrictions on the repatriation of capital or earnings of a Canadian public
company to non-resident investors. There are no laws of Canada or exchange
restrictions affecting the remittance of dividends, interest, royalties or
similar payments to non-resident holder of Celestica's securities, except as
described under Item 10(E), "Taxation," below.
E. TAXATION
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the material Canadian federal income tax
considerations generally applicable to a person (a "U.S. Holder"), who acquires
subordinate voting shares and who, for purposes of the INCOME TAX ACT (Canada)
(the "Canadian Tax Act") and the CANADA-UNITED STATES INCOME TAX CONVENTION
(1980) (the "Tax Treaty"), at all relevant times is resident in the United
States and is neither resident nor deemed to be resident in Canada, deals at
arm's length and is not affiliated with the Company, holds such subordinate
voting shares as capital property, and does not use or hold, and is not deemed
to use or hold, the subordinate voting shares in carrying on business in Canada.
Special rules, which are not discussed in this summary, may apply to a
U.S. Holder that is an insurer that carries on an insurance business in Canada
and elsewhere.
This summary is based on the current provisions of the Tax Treaty, the
Canadian Tax Act and the regulations thereunder, all specific proposals to amend
the Canadian Tax Act or the regulations publicly announced by the Minister of
Finance (Canada) prior to the date hereof (the "Canadian Tax Act"), and the
Company's understanding of the current published administrative practices of the
Canada Customs and Revenue Agency.
59
This summary is not exhaustive of all possible Canadian federal income tax
considerations and, except as mentioned above, does not take into account or
anticipate any changes in law, whether by legislative, administrative or
judicial decision or action, nor does it take into account the tax legislation
or considerations of any province or territory of Canada or any jurisdiction
other than Canada.
THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, NOR
SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER, AND
NO REPRESENTATION WITH RESPECT TO THE CANADIAN FEDERAL INCOME TAX CONSEQUENCES
TO ANY PARTICULAR HOLDER IS MADE. CONSEQUENTLY, U.S. HOLDERS OF SUBORDINATE
VOTING SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE INCOME
TAX CONSEQUENCES TO THEM HAVING REGARD TO THEIR PARTICULAR CIRCUMSTANCES.
All amounts relevant in computing a U.S. Holder's liability under the
Canadian Tax Act are to be computed in Canadian dollars.
TAXATION OF DIVIDENDS
By virtue of the Canadian Tax Act and the Tax Treaty, dividends (including
stock dividends) on subordinate voting shares paid or credited or deemed to be
paid or credited to a U.S. Holder who is the beneficial owner of such dividend
will be subject to Canadian non-resident withholding tax at the rate of 15% of
the gross amount of such dividends. Under the Tax Treaty, the rate of
withholding tax on dividends is reduced to 5% if that U.S. Holder is a company
that beneficially owns at least 10% of the voting stock of the Company.
Moreover, under the Tax Treaty, dividends paid to certain religious, scientific,
literary, educational or charitable organizations and certain pension
organizations that are resident in, and generally exempt from tax in, the U.S.,
are exempt from Canadian non-resident withholding tax. Provided that certain
administrative procedures are observed by such an organization, the Company
would not be required to withhold such tax from dividends paid or credited to
such organization.
DISPOSITION OF SUBORDINATE VOTING SHARES
A U.S. Holder will not be subject to tax under the Canadian Tax Act in
respect of any capital gain realized on the disposition or deemed disposition of
subordinate voting shares unless the subordinate voting shares constitute or are
deemed to constitute "taxable Canadian property" (as defined in the Canadian
Tax Act) (other than treaty-protected property, as defined in the Canadian
Tax Act) at the time of such disposition. Shares of a corporation resident in
Canada that are listed on a prescribed stock exchange for purposes of the
Canadian Tax Act will be "taxable Canadian property" under the Canadian Tax Act
if, at any time during the five-year period immediately preceding the
disposition or deemed disposition of the share, the non-resident, persons with
whom the non-resident did not deal at arm's length, or the non-resident together
with such persons, owned 25% or more of the issued shares of any class or series
of shares of the corporation that issued the shares. For this purpose, a person
is considered to own any shares in respect of which the person has or had an
option or other interest therein. Provided they are listed on a prescribed stock
exchange for purposes of the Canadian Tax Act, subordinate voting shares
acquired by a U.S. Holder generally will not be taxable Canadian property to a
U.S. Holder unless the foregoing 25% ownership threshold applies to the
U.S. Holder with respect to the Company. Even if the subordinate voting shares
are taxable Canadian property to a U.S. Holder, they generally will be
treaty-protected property if the value of such shares at the time of disposition
is not derived principally from real property situated in Canada. Consequently,
any gain realized by the U.S. Holder upon the disposition of the subordinate
voting shares generally will be exempt from tax under the Canadian Tax Act.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion describes the material United States federal income
tax consequences to United States Holders (as defined below) of subordinate
voting shares. A United States Holder is a citizen or resident of the United
States, a corporation or partnership created or organized in or under the laws
of the United States or of any political subdivision thereof, an estate, the
income of which is includible in gross income for U.S. federal income tax
purposes regardless of its source, or a trust, if either (i) a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more U.S. persons have the authority to control all
substantial decisions of the trust or (ii) the trust has made an election under
60
applicable U.S. Treasury regulations to be treated as a U.S. Person. This
summary is for general information purposes only. It does not purport to be a
comprehensive description of all of the tax considerations that may be relevant
to your decision to purchase subordinate voting shares. This summary considers
only United States Holders who will own subordinate voting shares as capital
assets within the meaning of Section 1221 of the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"). In this context, the term "capital
assets" means, in general, assets held for investment by a taxpayer. Material
aspects of U.S. federal income tax relevant to non-United States Holders are
also discussed below.
This discussion is based on current provisions of the Internal Revenue Code,
current and proposed Treasury regulations promulgated thereunder and
administrative and judicial decisions as of the date hereof, all of which are
subject to change, possibly on a retroactive basis. This discussion does not
address all aspects of U.S. federal income taxation that may be relevant to any
particular United States Holder based on the United States Holder's individual
circumstances. In particular, this discussion does not address the potential
application of the alternative minimum tax or U.S. federal income tax
consequences to United States Holders who are subject to special treatment,
including taxpayers who are broker-dealers or insurance companies, taxpayers who
have elected mark-to-market accounting, individual retirement and other
tax-deferred accounts, tax-exempt organizations, financial institutions or
"financial services entities," taxpayers who hold subordinate voting shares as
part of a straddle, "hedge" or "conversion transaction" with other investments,
taxpayers owning directly, indirectly or by attribution at least 10% of the
voting power of our share capital, and taxpayers whose functional currency (as
defined in Section 985 of the Internal Revenue Code) is not the U.S. dollar.
This discussion does not address any aspect of U.S. federal gift or estate
tax or state, local or non-U.S. tax laws. Additionally, the discussion does not
consider the tax treatment of persons who hold subordinate voting shares through
a partnership or other pass-through entity. You are advised to consult your own
tax advisor with respect to the specific tax consequences to you of purchasing,
holding or disposing of the subordinate voting shares.
TAXATION OF DIVIDENDS PAID ON SUBORDINATE VOTING SHARES
In the event that we pay a dividend, and subject to the discussion of the
passive foreign investment company (PFIC) rules below, a United States Holder
will be required to include in gross income as ordinary income the amount of any
distribution paid on subordinate voting shares, including any Canadian taxes
withheld from the amount paid, on the date the distribution is received, to the
extent that the distribution is paid out of our current or accumulated earnings
and profits as determined for U.S. federal income tax purposes. In addition,
distributions of our current or accumulated earnings and profits will be foreign
source passive income for U.S. foreign tax credit purposes and will not qualify
for the dividends-received deduction available to corporations. Distributions in
excess of such earnings and profits will be applied against and will reduce the
United States Holder's tax basis in the subordinate voting shares and, to the
extent in excess of such basis, will be treated as capital gain.
Distributions of current or accumulated earnings and profits paid in
Canadian dollars to a United States Holder will be includible in the income of
the United States Holder in a dollar amount calculated by reference to the
exchange rate on the date the distribution is received. A United States Holder
who receives a distribution of Canadian dollars and converts the Canadian
dollars into U.S. dollars subsequent to receipt will have foreign exchange gain
or loss based on any appreciation or depreciation in the value of the Canadian
dollar against the U.S. dollar. Such gain or loss will generally be ordinary
income and loss and will generally be U.S. source gain or loss for U.S. foreign
tax credit purposes. United States Holders should consult their own tax advisors
regarding the treatment of a foreign currency gain or loss.
United States Holders will generally have the option of claiming the amount
of any Canadian income taxes withheld either as a deduction from gross income or
as a dollar-for-dollar credit against their U.S. federal income tax liability,
subject to specified conditions and limitations. Individuals who do not claim
itemized deductions, but instead utilize the standard deduction, may not claim a
deduction for the amount of the Canadian income taxes withheld, but these
individuals generally may still claim a credit against their U.S. federal income
tax liability. The amount of foreign income taxes that may be claimed as a
credit in any year is subject to complex limitations and restrictions, which
must be determined on an individual basis by each shareholder. The
61
total amount of allowable foreign tax credits in any year cannot exceed the
pre-credit U.S. tax liability for the year attributable to some foreign source
taxable income. A United States Holder will be denied a foreign tax credit with
respect to Canadian income tax withheld from dividends received on subordinate
voting shares to the extent that he has not held the subordinate voting shares
for at least 16 days of the 30-day period beginning on the date which is
15 days before the ex-dividend date or to the extent that he or she is under an
obligation to make related payments with respect to substantially similar or
related property. Instead, a deduction may be allowed. Any days during which a
United States Holder has substantially diminished his or her risk of loss on his
or her subordinate voting shares are not counted toward meeting the 16-day
holding period.
TAXATION OF DISPOSITION OF SUBORDINATE VOTING SHARES
Subject to the discussion of the PFIC rules below, upon the sale, exchange
or other disposition of subordinate voting shares, a United States Holder will
recognize capital gain or loss in an amount equal to the difference between his
or her adjusted tax basis in his or her shares and the amount realized on the
disposition. A United States Holder that uses the cash method of accounting
calculates the dollar value of the proceeds received on the sale date as of the
date that the sale settles, while a United States Holder who uses the accrual
method of accounting is required to calculate the value of the proceeds of the
sale as of the "trade date," unless he or she has elected to use the settlement
date to determine his or her proceeds of sale. Capital gain from the sale,
exchange or other disposition of shares held more than one year is long-term
capital gain and is eligible for a maximum 20% rate of taxation for
non-corporate taxpayers. Special rules (and generally lower maximum rates) apply
to non-corporate taxpayers in lower tax brackets. Further preferential tax
treatment may be available for non-corporate taxpayers who dispose of
subordinate voting shares held for over five years. Gain or loss recognized by a
United States Holder on a sale, exchange or other disposition of subordinate
voting shares generally will be treated as U.S. source income or loss for
U.S. foreign tax credit purposes. The deductibility of a capital loss recognized
on the sale, exchange or other disposition of subordinate voting shares is
subject to limitations. A United States Holder who receives foreign currency
upon disposition of subordinate voting shares and converts the foreign currency
into U.S. dollars subsequent to receipt will have foreign exchange gain or loss
based on any appreciation or depreciation in the value of the foreign currency
against the U.S. dollar. United States Holders should consult their own tax
advisors regarding the treatment of a foreign currency gain or loss.
TAX CONSEQUENCES IF WE ARE A PASSIVE FOREIGN INVESTMENT COMPANY
A non-U.S. corporation will be a PFIC if, in general, either (i) 75% or more
of its gross income in a taxable year, including the pro rata share of the gross
income of any U.S. or foreign company in which it is considered to own 25% or
more of the shares by value, is passive income or (ii) 50% or more of its assets
in a taxable year, averaged over the year and ordinarily determined based on
fair market value and including the pro rata share of the assets of any company
in which it is considered to own 25% or more of the shares by value, are held
for the production of, or produce, passive income. Passive income includes
amounts derived by reason of the temporary investment of funds raised in a
public offering. If we were a PFIC and a United States Holder did not make an
election to treat the company as a "qualified electing fund" and did not make a
mark-to-market election, each as described below, then:
- Excess distributions by us to a United States Holder would be taxed in a
special way. "Excess distributions" are amounts received by a United
States Holder with respect to subordinate voting shares in any taxable
year that exceed 125% of the average distributions received by the United
States Holder from the company in the shorter of either the three previous
years or his or her holding period for his or her shares before the
present taxable year. Excess distributions must be allocated ratably to
each day that a United States Holder has held subordinate voting shares. A
United States Holder must include amounts allocated to the current taxable
year and to any non-PFIC years in his or her gross income as ordinary
income for that year. A United States Holder must pay tax on amounts
allocated to each prior taxable PFIC year at the highest rate in effect
for that year on ordinary income and the tax is subject to an interest
charge at the rate applicable to deficiencies for income tax.
- The entire amount of gain that is realized by a United States Holder upon
the sale or other disposition of shares will also be considered an excess
distribution and will be subject to tax as described above.
62
- A United States Holder's tax basis in shares that were acquired from a
decedent will not receive a step-up to fair market value as of the date of
the decedent's death but instead will be equal to the decedent's tax
basis, if lower.
The special PFIC rules will not apply to a United States Holder if the
United States Holder makes an election to treat the company as a "qualified
electing fund" in the first taxable year in which he or she owns subordinate
voting shares and if we comply with reporting requirements. Instead, a
shareholder of a qualified electing fund is required for each taxable year to
include in income a pro rata share of the ordinary earnings of the qualified
electing fund as ordinary income and a pro rata share of the net capital gain of
the qualified electing fund as long-term capital gain, subject to a separate
election to defer payment of taxes, which deferral is subject to an interest
charge. We have agreed to supply United States Holders with the information
needed to report income and gain pursuant to this election in the event that we
are classified as a PFIC. The election is made on a shareholder-by-shareholder
basis and may be revoked only with the consent of the Internal Revenue Service.
A shareholder makes the election by attaching a completed IRS Form 8621,
including the PFIC annual information statement, to a timely filed U.S. federal
income tax return. Even if an election is not made, a shareholder in a PFIC who
is a United States Holder must file a completed IRS Form 8621 every year.
A United States Holder who owns PFIC shares that are publicly traded could
elect to mark the shares to market annually, recognizing as ordinary income or
loss each year an amount equal to the difference as of the close of the taxable
year between the fair market value of the PFIC shares and the United States
Holder's adjusted tax basis in the PFIC shares. If the mark-to-market election
were made, then the rules set forth above would not apply for periods covered by
the election. The subordinate voting shares would be treated as publicly traded
for purposes of the mark-to-market election and, therefore, such election would
be made if the Company were classified as a PFIC. A mark-to-market election is,
however, subject to complex and specific rules and requirements, and United
States Holders are strongly urged to consult their tax advisors concerning this
election if we are classified as a PFIC.
We believe that we will not be a PFIC for 2001. Based on our current
business plan, we do not expect to become a PFIC in the foreseeable future.
These conclusions rest at least in part on factual issues, including a
determination as to value of assets and projections as to our revenue. We cannot
assure you that our actual revenues, including our revenues for the remainder of
2001, will be as projected or that a determination as to non-PFIC status would
not be challenged by the Internal Revenue Service. Moreover, the tests for
determining PFIC status are applied annually, and it is difficult to make
accurate predictions of future income and assets, which are relevant to the
determination as to whether we will be a PFIC in the future. A United States
Holder who holds subordinate voting shares during a period in which we are a
PFIC will be subject to the PFIC rules, even if we cease to be a PFIC, unless he
or she has made a qualifying electing fund election. If we were determined to be
a PFIC with respect to a year in which we had not thought that we would be so
treated, the information needed to enable United States Holders to make a
qualifying electing fund election would not have been provided. United States
Holders are strongly urged to consult their tax advisors about the PFIC rules,
including the consequences to them of making a mark-to-market or qualifying
electing fund elections with respect to subordinate voting shares in the event
that we are treated as a PFIC.
63
TAX CONSEQUENCES FOR NON-UNITED STATES HOLDERS OF SUBORDINATE VOTING SHARES
Except as described in "Information Reporting and Back-up Withholding"
below, a non-United States Holder of subordinate voting shares will not be
subject to U.S. federal income or withholding tax on the payment of dividends
on, and the proceeds from the disposition of, subordinate voting shares unless:
- the item is effectively connected with the conduct by the non-United
States Holder of a trade or business in the United States and, in the case
of a resident of a country that has an income treaty with the United
States, such item is attributable to a permanent establishment, or, in the
case of an individual, a fixed place of business, in the United States;
- the non-United States Holder is an individual who holds the subordinate
voting shares as a capital asset and is present in the United States for
183 days or more in the taxable year of the disposition and does not
qualify for an exemption; or
- the non-United States Holder is subject to tax pursuant to the provisions
of U.S. tax law applicable to U.S. expatriates.
INFORMATION REPORTING AND BACK-UP WITHHOLDING
United States Holders generally are subject to information reporting
requirements and back-up withholding at a rate of 31% with respect to dividends
paid in the United States and on proceeds paid from the disposition of shares,
unless the United States Holder (i) is a corporation or comes within certain
other exempt categories and demonstrates this fact when so required, or
(ii) provides a correct taxpayer identification number, certifies that it is not
subject to backup withholdings, and otherwise complies with applicable
requirements of the backup withholding rules.
Non-United States Holders generally are not subject to information reporting
or back-up withholding with respect to dividends paid on or upon the disposition
of shares, provided in some instances that the non-United States Holder provides
a taxpayer identification number, certifies to his foreign status or otherwise
establishes an exemption.
The amount of any back-up withholding will be allowed as a credit against
U.S. federal income tax liability and may entitle the Holder to a refund,
provided that required information is furnished to the Internal Revenue Service.
F. DIVIDENDS AND PAYING AGENTS
Not applicable.
G. STATEMENT BY EXPERTS
Not applicable.
H. DOCUMENTS ON DISPLAY
Any statement in this Annual Report about any of our contracts or other
documents is not necessarily complete. If the contract or document is filed as
an exhibit to this Annual Report, the contract or document is deemed to modify
our description. You must review the exhibits themselves for a complete
description of the contract or document.
You may review a copy of our filings with the SEC, including exhibits and
schedules filed with this Annual Report, at the SEC's public reference
facilities in Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the SEC located at 7 World
Trade Center, 13th Floor, New York, New York 10048 and at the Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You
may also obtain copies of such materials from the Public Reference Section of
the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. The SEC maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information
64
regarding registrants that file electronically with the SEC. We began to file
electronically with the SEC in November 2000.
You may read and copy any reports, statements or other information that we
file with the SEC at the addresses indicated above and you may also access some
of them electronically at the Web site set forth above. These SEC filings are
also available to the public from commercial document retrieval services.
We also file reports, statements and other information with the Canadian
Securities Administrators and these can be accessed electronically at the
Web-site it maintains at http://www.sedar.com.
I. SUBSIDIARY INFORMATION
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
EXCHANGE RATE RISK
Celestica has entered into foreign currency contracts to hedge foreign
currency risk. These financial instruments include, to varying degrees, elements
of market risk in excess of amounts recognized in the balance sheets. As at
December 31, 2000, Celestica had outstanding foreign exchange contracts to sell
U.S. $425.1 million in exchange for Canadian dollars over a period of 17 months
at a weighted average exchange rate of U.S. $0.67, U.S. $160.2 million in
exchange for British pounds sterling over a 12 month period at a weighted
average exchange rate of U.S. $1.44, U.S. $35.2 million in exchange for Mexican
pesos over a period of 12 months at a weighted average rate of exchange of
U.S. $0.10 and U.S. $28.6 million in exchange for Euros over a 12 month period
at a weighted average exchange rate of U.S. $0.88. At December 31, 2000, these
contracts had a fair value asset of U.S. $7.5 million. The table below provides
information about Celestica's foreign currency contracts. The table presents the
notional amounts and weighted average exchange rates by expected (contractual)
maturity dates. These notional amounts generally are used to calculate the
contractual payments to be exchanged under the contracts.
DECEMBER 31, 2000
--------------------------------------------------------
EXPECTED MATURITY DATE
--------------------------------------------------------
2001 2002 THEREAFTER TOTAL FAIR VALUE
-------- -------- ---------- -------- ----------
FORWARD EXCHANGE AGREEMENTS
Receive C$/Pay U.S.$
Contract amount (in millions)...................... $361.6 $63.5 $-- $425.1 $(3.4)
Average exchange rate.............................. 0.67 0.66 0.67
Receive L/Pay U.S.$
Contract amount (in millions)...................... 160.2 -- -- 160.2 5.8
Average exchange rate.............................. 1.44 1.44
Receive Mexican pesos/Pay U.S.$
Contract amount (in millions)...................... $ 35.2 $-- $-- $ 35.2 $ 0.5
Average exchange rate.............................. 0.10 0.10
Receive Euro/Pay (U.S.$)
Contract amount (in millions)...................... $ 28.6 -- -- 28.6 4.6
Average exchange rate.............................. 0.88 0.88
------ ----- ------ ------ -----
Total............................................ $585.6 $63.5 $-- $649.1 $ 7.5
====== ===== ====== ====== =====
65
INTEREST RATE RISK
Celestica's existing debt is predominantly at fixed rates. The table below
provides information about Celestica's financial instruments that are sensitive
to changes in interest rates.
EXPECTED MATURITY DATE
-----------------------------------------------------------------------------------------
2001 2002 2003 2004 2005 THEREAFTER TOTAL FAIR VALUE
-------- -------- -------- -------- -------- ---------- -------- ----------
(U.S.$ in millions)
Long-Term Debt
Subordinate debt...................... $ 0 $ 0 $ 0 $ 0 $ 0 $130.0 $130.0 $135.2
Fixed rate.......................... 10.50% 10.50% 10.50% 10.50% 10.5% 10.50%
All other fixed rate obligations
(including capital leases).......... 1.3 0.3 0.3 0 0 0 1.9 1.9
------ ------ ------ ------ ------ ------ ------ ------
Total............................. $ 1.3 $ 0.3 $ 0.3 $ 0 $ 0 $130.0 $131.9 $137.1
====== ====== ====== ====== ====== ====== ====== ======
CONVERTIBLE DEBT (LYONS)
We have issued convertible debt with a principal amount at maturity of
$1.8 billion, payable August 1, 2020. At March 1, 2001, we were not exposed to
interest rate risk on this debt because (i) the issue price represents a fixed
yield to maturity, (ii) the principal payable at maturity is fixed and
(iii) the conversion ratio into subordinate voting shares of the Company is
fixed.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
66
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
None.
ITEM 15. [RESERVED]
ITEM 16. [RESERVED]
67
PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
The following financial statements have been filed as part of this Annual
Report:
PAGE
--------
Auditors' Report............................................ F-2
Consolidated Balance Sheets as at December 31, 1999 and
2000...................................................... F-3
Consolidated Statements of Earnings (Loss) for the years
ended December 31, 1998, 1999 and 2000.................... F-4
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1998, 1999 and 2000.............. F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1999 and 2000.......................... F-6
Notes to the Consolidated Financial Statements.............. F-7
ITEM 19. EXHIBITS
The following exhibits have been filed as part of this Annual Report:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1. Articles of Incorporation and by-laws as currently in
effect:
1.1 Certificate and Articles of Incorporation(1)
1.2 Certificate and Articles of Amendment effective October 22,
1996(1)
1.3 Certificate and Articles of Amendment effective January 24,
1997(1)
1.4 Certificate and Articles of Amendment effective October 8,
1997(1)
1.5 Certificate and Articles of Amendment effective April 29,
1998(2)
1.6 Articles of Amendment effective June 26, 1998(3)
1.7 Restated Articles of Incorporation effective June 26,
1998(3)
1.8 Bylaw No. 1
1.9 Bylaw No. 2(1)
2. Instruments defining rights of holders of equity or debt
securities:
2.1 See Certificate and Articles of Incorporation and amendments
thereto identified above.
2.2 Form of Subordinate Voting Share Certificate(5)
2.3 Indenture, dated as of November 18, 1996, by and among
Celestica International Inc., Celestica, Inc., Celestica
Corporation and The Chase Manhattan Bank, as Trustee
(including forms of the Outstanding Notes and Exchange
Notes)(6)
2.4 Guarantee Agreement, dated as of November 18, 1996, between
Celestica, Inc. and The Chase Manhattan Bank, as Trustee(6)
2.5 Guarantee Agreement, dated as of November 18, 1996, between
Celestica Corporation and The Chase Manhattan Bank, as
Trustee(6)
68
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.6 Supplemental Indenture, dated as of July 7, 1998, among
Celestica International Inc., Celestica Inc. and The Chase
Manhattan Bank, as Trustee(3)
2.7 Supplemental Indenture, dated as of May 26, 2000, between
Celestica Inc. and The Chase Manhattan Bank, as Trustee(7)
2.8 Indenture, dated as of August 1, 2000, between
Celestica Inc. and The Chase Manhattan Bank, as Trustee
(including a form of the Outstanding Notes).(8)
2.10 Credit Agreement, dated as of July 7, 1998, between
Celestica Inc., the subsidiaries of Celestica Inc.,
specified therein as Designated Subsidiaries, The Bank of
Nova Scotia, as Administrative Agent, The Bank of Nova
Scotia, as Canadian Facility Agent, The Bank of Nova Scotia,
as U.S. Facility Agent, The Bank of Nova Scotia, as
U.K. Facility Agent, the financial institutions named in
Schedule A as Canadian lenders, the financial institutions
named in Schedule B as U.S. lenders, and the financial
institutions named in Schedule C as U.K. lenders(3)
2.11 Revolving Term Credit Agreement, dated as of April 22, 1999,
between Celestica Inc., the subsidiaries of Celestica Inc.,
specified therein as Designated Subsidiaries, The Bank of
Nova Scotia, as Administrative Agent, The Bank of Nova
Scotia, as Canadian Facility Agent, The Bank of Nova Scotia,
as U.S. Facility Agent, The Bank of Nova Scotia, as
U.K. Facility Agent, the financial institutions named in
Schedule A as Canadian lenders, the financial institutions
named in Schedule B as U.S. lenders, and the financial
institutions named in Schedule C as U.K. lenders(9)
3. Certain Contracts:
3.1 Management Services Agreement, dated as of July 7, 1998,
among Celestica Inc., Celestica North America Inc. and Onex
Corporation(5)
3.2 Asset Purchase Agreement, dated as of January 12, 2000,
among Celestica Corporation, Celestica Inc. and
International Business Machines, Inc.
3.3 Quota (Share) Purchase Agreement, dated February 9, 2000,
between Celestica Inc., Celestica Europe Inc., IBM
Italia S.p.A. and IBM Semea Servizi Finanziari S.p.A.
3.4 Quota Purchase Agreement, dated June 22, 2000, between NEC
do Brasil S.A. and Celestica Inc.
3.5 Amended and Restated Asset Purchase Agreement, dated as of
December 5, 2000, between Celestica Corporation, Celestica
Ireland Limited, Motorola, Inc. and Motorola B.V.
3.6 Asset Purchase Agreement, dated as of February 19, 2001, by
and between Avaya Inc. and Celestica Corporation
3.6.1 Amendment No. 1 to the Asset Purchase Agreement, dated as of
May 4, 2001, by and between Avaya Inc. and Celestica
Corporation
3.7 Employment Agreement, dated as of October 22, 1996, by and
between Celestica, Inc. and Eugene V. Polistuk(1)
3.8 Employment Agreement, dated as of October 22, 1996, by and
between Celestica, Inc. and Anthony P. Puppi(1)
3.9 Employment Agreement, dated as of October 22, 1996, by and
between Celestica, Inc. and Daniel P. Shea(1)
3.10 Employment Agreement, dated as of June 30, 1998, by and
between Celestica Inc. and R. Thomas Tropea(4)
69
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.11 Celestica, Inc. Employee Share Purchase and Option Plan
(1997)(2)
3.12 Celestica, Inc. -- Celestica Retirement Plan (Canada)(2)
3.13 D2D Employee Share Purchase and Option Plan (1997)(2)
3.13.1 Amended and Restated D2D Employee Share Purchase and Option
Plan
3.14 Celestica 1997 U.K. Approved Share Option Scheme(1)
3.15 D2D Pension Plan(2)
3.16 D2D Supplementary Pension Plan(2)
3.17 Celestica Inc. -- Long-Term Incentive Plan(5)
3.17.1 Amended and Restated Celestica Inc. -- Long Term Incentive
Plan
3.18 Celestica Inc. -- Employee Share Ownership Plan(5)
3.18.1 Amended and Restated Celestica Inc. -- Employee Share
Ownership Plan
8.1 Subsidiaries of Registrant
------------
(1) Incorporated by reference to the Registration Statement on Form F-1 of
Celestica Inc. filed on April 29, 1998 (Registration No. 333-8700).
(2) Incorporated by reference to Amendment No. 1 to the Registration Statement
on Form F-1 of Celestica Inc. filed on June 1, 1998 (Registration
No. 333-8700).
(3) Incorporated by reference to the Registration Statement on Form F-1 of
Celestica Inc. filed on February 16, 1999 (Registration No. 333-10030).
(4) Incorporated by reference to the Annual Report on Form 20-F of
Celestica Inc. filed on May 18, 2000.
(5) Incorporated by reference to Amendment No. 3 to the Registration Statement
on Form F-1 of Celestica Inc. filed on June 25, 1998 (Registration
No. 333-8700).
(6) Incorporated by reference to Amendment No. 1 to the Registration Statement
on Form F-4 of Celestica International Inc. filed on March 5, 1997
(Registration No. 333-6308).
(7) Incorporated by reference to the Registration Statement on Form F-3 of
Celestica Inc. filed on July 24, 2000 (Registration No. 333-12272).
(8) Incorporated by reference to the Current Report on Form 6-K of
Celestica Inc. for the month of August, 2000.
(9) Incorporated by reference to the Current Report on Form 6-K of
Celestica Inc. for the month of February 2000.
70
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this annual report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CELESTICA INC.
By: /s/ ELIZABETH L. DELBIANCO
----------------------------------------------
Elizabeth L. DelBianco
VICE-PRESIDENT, GENERAL COUNSEL AND SECRETARY
Date: May 22, 2001
71
Consolidated Financial Statements of
CELESTICA INC.
Years ended December 31, 1998, 1999 and 2000
(in thousands of U.S. dollars)
F-1
AUDITORS' REPORT
To the Board of Directors of
CELESTICA INC.
We have audited the consolidated balance sheets of Celestica Inc. as at
December 31, 1999 and 2000 and the consolidated statements of earnings (loss),
shareholders' equity and cash flows for each of the years in the three year
period ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
With respect to the consolidated financial statements for the year ended
December 31, 2000, we conducted our audit in accordance with Canadian generally
accepted auditing standards and United States generally accepted auditing
standards. With respect to the consolidated financial statements for each of the
years in the two year period ended December 31, 1999, we conducted our audits in
accordance with Canadian generally accepted auditing standards. Those standards
require that we plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at December 31,
1999 and 2000 and the results of its operations and its cash flows for each of
the years in the three year period ended December 31, 2000 in accordance with
Canadian generally accepted accounting principles.
Canadian generally accepted accounting principles vary in certain respects
from accounting principles generally accepted in the United States. Application
of accounting principles generally accepted in the United States would have
affected results of operations for each of the years in the three year period
ended December 31, 2000 and shareholders' equity as at December 31, 2000, 1999
and 1998 to the extent summarized in note 24 to the consolidated financial
statements.
Toronto, Canada /s/ KPMG LLP
January 22, 2001 Chartered Accountants
F-2
CELESTICA INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF U.S. DOLLARS)
AS AT DECEMBER 31,
-----------------------
1999 2000
---------- ----------
ASSETS
Current assets:
Cash and short-term investments........................... $ 371,522 $ 883,757
Accounts receivable (note 4).............................. 700,775 1,785,716
Inventories (note 5)...................................... 722,333 1,664,304
Prepaid and other assets.................................. 37,501 138,830
Deferred income taxes..................................... 19,182 48,357
---------- ----------
1,851,313 4,520,964
Capital assets (note 6)..................................... 365,447 633,438
Intangible assets (note 7).................................. 367,553 578,272
Other assets (note 8)....................................... 71,277 205,311
---------- ----------
$2,655,590 $5,937,985
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 613,110 $1,730,460
Accrued liabilities....................................... 205,100 466,310
Income taxes payable...................................... 23,257 52,572
Deferred income taxes..................................... 6,997 7,702
Current portion of long-term debt (note 9)................ 2,654 1,364
---------- ----------
851,118 2,258,408
Accrued post-retirement benefits (note 17).................. 10,007 38,086
Long-term debt (note 9)..................................... 131,543 130,581
Other long-term liabilities................................. 890 3,000
Deferred income taxes....................................... 3,891 38,641
---------- ----------
997,449 2,468,716
Shareholders' equity........................................ 1,658,141 3,469,269
---------- ----------
$2,655,590 $5,937,985
========== ==========
Commitments and contingencies (notes 19 and 20)
Subsequent event (note 23)
Canadian and United States accounting policy differences (note 24)
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-3
CELESTICA INC.
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31,
------------------------------------
1998 1999 2000
---------- ---------- ----------
Revenue..................................................... $3,249,200 $5,297,233 $9,752,075
Cost of sales............................................... 3,018,665 4,914,674 9,064,074
---------- ---------- ----------
Gross profit................................................ 230,535 382,559 688,001
Selling, general and administrative expenses (note 12)...... 130,565 202,215 326,052
Amortization of intangible assets (note 7).................. 45,372 55,569 88,939
Integration costs related to acquisitions (note 13)......... 8,123 9,616 16,103
Other charges (note 14)..................................... 64,743 -- --
---------- ---------- ----------
248,803 267,400 431,094
---------- ---------- ----------
Operating income (loss)..................................... (18,268) 115,159 256,907
Interest on long-term debt.................................. 38,959 17,300 17,767
Interest income, net........................................ (6,710) (6,631) (36,750)
---------- ---------- ----------
Earnings (loss) before income taxes......................... (50,517) 104,490 275,890
---------- ---------- ----------
Income taxes (note 15):
Current................................................... 15,047 30,735 80,128
Deferred (recovery)....................................... (17,093) 5,329 (10,917)
---------- ---------- ----------
(2,046) 36,064 69,211
---------- ---------- ----------
Net earnings (loss)......................................... $ (48,471) $ 68,426 $ 206,679
========== ========== ==========
Basic earnings (loss) per share............................. $ (0.47) $ 0.41 $ 1.01
Fully diluted earnings per share............................ N/A $ 0.40 $ 0.99
Weighted average number of shares outstanding
--basic (in thousands).................................... 102,992 167,195 199,786
--fully diluted (in thousands)............................ N/A 178,428 217,907
Net earnings (loss) in accordance with U.S. GAAP $ (54,717) $ 66,526 $ 197,368
(note 24).................................................
Basic earnings (loss) per share, in accordance with $ (0.53) $ 0.40 $ 0.99
U.S. GAAP (note 24).......................................
Diluted earnings per share, in accordance with U.S. GAAP N/A $ 0.38 $ 0.96
(note 24).................................................
N/A--Fully diluted loss per share has not been disclosed as the effect of the
potential conversion of dilutive securities is anti-dilutive.
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-4
CELESTICA INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS OF U.S. DOLLARS)
FOREIGN
CONVERTIBLE RETAINED CURRENCY TOTAL
DEBT CAPITAL STOCK EARNINGS TRANSLATION SHAREHOLDERS'
(NOTE 10) (NOTE 11) (DEFICIT) ADJUSTMENT EQUITY
----------- ------------- --------- ----------- -------------
Balance--December 31, 1997................ $ -- $ 367,417 $ (3,747) $ (444) $ 363,226
Shares issued, net (note 11).............. -- 535,197 -- -- 535,197
Shares to be issued (note 11)............. -- 9,460 -- -- 9,460
Currency translation...................... -- -- -- (146) (146)
Net loss for the year..................... -- -- (48,471) -- (48,471)
-------- ---------- -------- ------- ----------
Balance--December 31, 1998................ -- 912,074 (52,218) (590) 859,266
Shares issued, net (note 11).............. -- 734,003 -- -- 734,003
Currency translation...................... -- -- -- (3,554) (3,554)
Net earnings for the year................. -- -- 68,426 -- 68,426
-------- ---------- -------- ------- ----------
Balance--December 31, 1999................ -- 1,646,077 16,208 (4,144) 1,658,141
Convertible debt issued, net (note 10).... 850,372 -- -- -- 850,372
Convertible debt accretion, net of tax
(note 10)............................... 10,175 -- (5,375) -- 4,800
Shares issued, net (note 11).............. -- 749,337 -- -- 749,337
Currency translation...................... -- -- -- (60) (60)
Net earnings for the year................. -- -- 206,679 -- 206,679
-------- ---------- -------- ------- ----------
Balance--December 31, 2000................ $860,547 $2,395,414 $217,512 $(4,204) $3,469,269
======== ========== ======== ======= ==========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-5
CELESTICA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF U.S. DOLLARS)
YEAR ENDED DECEMBER 31,
----------------------------------
1998 1999 2000
--------- --------- ----------
CASH PROVIDED BY (USED IN):
OPERATIONS:
Net earnings (loss)......................................... $ (48,471) $ 68,426 $ 206,679
Items not affecting cash:
Depreciation and amortization............................. 86,935 126,544 212,500
Deferred income taxes..................................... (17,093) 5,329 (10,917)
Other charges............................................. 64,743 -- --
Other..................................................... (1,255) (2,987) (4,336)
--------- --------- ----------
Cash from earnings.......................................... 84,859 197,312 403,926
--------- --------- ----------
Changes in non-cash working capital items:
Accounts receivable....................................... (13,256) (227,664) (995,337)
Inventories............................................... (50,732) (265,006) (656,713)
Other assets.............................................. (6,783) 1,763 (94,709)
Accounts payable and accrued liabilities.................. 53,643 194,583 1,230,414
Income taxes payable...................................... 13,847 4,655 27,293
--------- --------- ----------
Non-cash working capital changes.......................... (3,281) (291,669) (489,052)
--------- --------- ----------
Cash provided by (used in) operations..................... 81,578 (94,357) (85,126)
--------- --------- ----------
INVESTING:
Acquisitions, net of cash acquired........................ (48,678) (64,778) (634,684)
Purchase of capital assets................................ (65,770) (211,831) (282,780)
Other..................................................... (5,241) (648) (59,511)
--------- --------- ----------
Cash used in investing activities........................... (119,689) (277,257) (976,975)
--------- --------- ----------
FINANCING:
Bank indebtedness......................................... (890) -- (8,631)
Repayments of long-term debt.............................. (423,226) (9,978) (2,252)
Deferred financing costs.................................. (2,179) (1,495) (143)
Debt redemption fees...................................... (8,596) -- --
Issuance of convertible debt.............................. -- -- 862,865
Convertible debt issue costs, pre-tax..................... -- -- (19,405)
Issuance of share capital................................. 423,715 758,176 766,583
Share issue costs, pre-tax................................ (26,906) (34,271) (26,788)
Other..................................................... 1,862 (1,017) 2,107
--------- --------- ----------
Cash provided by (used in) financing activities............. (36,220) 711,415 1,574,336
--------- --------- ----------
Increase (decrease) in cash................................. (74,331) 339,801 512,235
Cash, beginning of year..................................... 106,052 31,721 371,522
--------- --------- ----------
Cash, end of year........................................... $ 31,721 $ 371,522 $ 883,757
========= ========= ==========
Supplemental information
Paid during the year:
Interest.................................................. $ 38,959 $ 17,240 $ 15,944
Taxes..................................................... $ 5,024 $ 26,080 $ 55,019
Non-cash financing activities:
Convertible debt accretion, net of tax (note 10).......... $ -- $ -- $ 5,375
Cash is comprised of cash and short-term investments.
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-6
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
1. NATURE OF BUSINESS:
The primary operations of the Company include providing a full range of
electronics manufacturing services including design, prototyping, assembly,
testing, product assurance, supply chain management, worldwide distribution
and after-sales service to its customers primarily in the computer and
communications industries. The Company operates 34 facilities located in the
United States, Canada, Mexico, United Kingdom, Ireland, Italy, Thailand,
China, Hong Kong, Czech Republic, Brazil, Singapore and Malaysia.
The Company's accounting policies are in accordance with accounting
principles generally accepted in Canada and, except as outlined in note 24,
are, in all material respects, in accordance with accounting principles
generally accepted in the United States.
2. SIGNIFICANT ACCOUNTING POLICIES:
(A) PRINCIPLES OF CONSOLIDATION:
These consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. Inter-company transactions and
balances are eliminated on consolidation.
(B) REVENUE:
Revenue is comprised of product sales and service revenue earned from
engineering, design and repair services. Revenue from product sales is
recognized upon shipment of the goods recorded. Service revenue is
recognized as services are performed.
(C) CASH AND SHORT-TERM INVESTMENTS:
Cash and short-term investments include cash on account, demand deposits
and short-term investments with original maturities of less than three
months.
(D) INVENTORIES:
Inventories are valued on a first-in, first-out basis at the lower of
cost and replacement cost for production parts and at the lower of cost
and net realizable value for work in progress and finished goods. Cost
includes materials and an application of relevant manufacturing
value-add.
(E) CAPITAL ASSETS:
Capital assets are carried at cost and amortized over their estimated
useful lives on a straight-line basis. Estimated useful lives for the
principal asset categories are as follows:
Buildings................................................... 25 years
Buildings/leasehold improvements............................ Up to 25 years or term of lease
Office equipment............................................ 5 years
Machinery and equipment..................................... 5 years
Software.................................................... 1 to 5 years
(F) INTANGIBLE ASSETS:
Intangible assets are comprised of goodwill, other intangible assets
representing the excess of cost over the fair value of tangible assets
acquired in facility acquisitions and intellectual property, including
process know-how. Goodwill and other intangible assets are amortized on a
straight-line basis over 10 years and intellectual property over
5 years.
(G) IMPAIRMENT OF LONG-LIVED ASSETS:
The Company reviews long-lived assets for impairment on a regular basis
or whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability of capital
assets is assessed by comparison of the carrying amount to the projected
future net cash flows the long-lived assets are expected to generate.
The Company assesses the recoverability of enterprise level goodwill by
determining whether the unamortized goodwill balance can be recovered
through undiscounted projected future net cash flows of the acquired
operation. An impairment in the value of intellectual property is
assessed based on projected future net cash flows.
F-7
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(H) PENSION AND NON-PENSION, POST-RETIREMENT BENEFITS:
The Company accrues its obligations under employee benefit plans and the
related costs, net of plan assets. The cost of pensions and other
retirement benefits earned by employees is actuarially determined using
the projected benefit method pro-rated on service and management's best
estimate of expected plan investment performance, salary escalation,
retirement ages of employees and expected health care costs. For the
purpose of calculating the expected return on plan assets, those assets
are valued at fair value. Past service costs arising from plan amendments
are amortized on a straight-line basis over the average remaining service
period of employees active at the date of amendment. The net actuarial
gain (loss) is amortized over the average remaining service period of
active employees. The average remaining service period of active
employees covered by the pension plans is 14 years for 1999 and 2000. The
average remaining service period of active employees covered by the other
retirement benefit plans is 21 years for 1999 and 2000.
(I) DEFERRED FINANCING COSTS:
Costs incurred relating to the issuance of long-term debt are deferred
and amortized over the term of the related debt.
(J) INCOME TAXES:
The Company uses the asset and liability method of accounting for income
taxes. Deferred tax assets and liabilities are recognized for future
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. When necessary, a valuation allowance is recorded to reduce
tax assets to an amount for which realization is more likely than not.
The effect of changes in tax rates is recognized in the period in which
the rate change occurs.
(K) FOREIGN CURRENCY TRANSLATION:
The functional currency of all the Company's subsidiaries is the United
States dollar. Prior to January 1, 2000, the functional currency of
Celestica U.K. was the British pound sterling whose accounts were
translated into U.S. dollars using the current rate method. Assets and
liabilities were translated at the year-end exchange rate and revenue and
expenses were translated at average exchange rates. Gains and losses
arising from the translation of financial statements of foreign
operations were deferred in the foreign currency translation adjustment
account included as a separate component of shareholders' equity.
Monetary assets and liabilities denominated in foreign currencies are
translated into U.S. dollars at the year-end rate of exchange.
Non-monetary assets and liabilities denominated in foreign currencies are
translated at historic rates and revenue and expenses are translated at
average exchange rates prevailing during the month of the transaction.
Exchange gains or losses arising from the translation of long-term
monetary assets and liabilities are deferred and amortized on a
straight-line basis over the remaining life of the asset or liability.
All other exchange gains or losses are reflected in the consolidated
statements of earnings (loss). At December 31, 1999 and 2000, there were
no deferred foreign exchange gains or losses associated with long-term
monetary assets and liabilities.
The Company enters into forward exchange contracts to hedge certain firm
purchase commitments. Gains and losses on hedges of firm commitments are
included in the cost of the hedged transactions when they occur.
(L) RESEARCH AND DEVELOPMENT:
The Company annually incurs costs on activities that relate to research
and development which are expensed as incurred unless development costs
meet certain criteria for capitalization.
(M) USE OF ESTIMATES:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results may differ from those
estimates.
(N) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
In December 2000, the Canadian Institute of Chartered Accountants
released Section 3500, "Earnings per share", which will be effective for
the Company's first quarter ended March 31, 2001. The standard will
require the use of the treasury stock method for calculating diluted
earnings per share, consistent with United States generally accepted
accounting principles. Had the Company applied the new standard in 2000,
the calculation of 2000 diluted earnings per share would have been $0.98
per share.
F-8
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
3. ACQUISITIONS:
During 1999 and 2000 the Company completed certain acquisitions which were
accounted for as purchases. The results of operations of the net assets
acquired are included in these financial statements from their respective
dates of acquisition.
1999 ACQUISITIONS:
In April 1999, the Company acquired 100% of the issued and outstanding
shares of Signar SRO from Gossen-Metrawatt GmbH in the Czech Republic. In
September 1999, the Company acquired 100% of the issued and outstanding
shares of VXI Electronics, Inc. in Milwaukie, Oregon. In October 1999, the
Company acquired certain assets of a manufacturing facility in Andover,
Massachusetts from Hewlett-Packard Company. In December 1999, the Company
acquired 100% of the issued and outstanding shares of EPS Wireless, Inc.
from Preferred Networks Inc. and certain assets of a repair facility from
Fujitsu-ICL Systems Inc., both in Dallas, Texas. The total purchase price
for these acquisitions of $65,094 was financed with cash.
Details of the net assets acquired in these acquisitions, at fair value, are
as follows:
ACQUISITIONS
------------
Current assets.............................................. $ 37,172
Capital assets.............................................. 8,178
Other long-term assets...................................... 48
Goodwill and intellectual property.......................... 32,375
Other intangible assets..................................... 16,380
Liabilities assumed......................................... (29,059)
--------
Net assets acquired......................................... $ 65,094
========
Other intangible assets represent the excess of purchase price over the fair
value of tangible assets acquired in facility acquisitions.
2000 ACQUISITIONS:
(A) IBM:
In February and May, 2000, the Company acquired certain assets from the
Enterprise Systems Group and Microelectronics Division of IBM in
Rochester, Minnesota and Vimercate and Santa Palomba, Italy,
respectively. The total purchase price of $470,021 was financed with
cash.
(B) OTHER ACQUISITIONS:
In June 2000, the Company acquired 100% of the issued and outstanding
shares of NDB Industrial Ltda. in Brazil from NEC Corporation. In
August 2000, the Company acquired 100% of the issued and outstanding
shares of Bull Electronics Inc. in Lowell, Massachusetts from Groupe
Bull. In November 2000, the Company acquired 100% of the issued and
outstanding shares of NEC Technologies (UK) Ltd. in Telford, U.K. from
NEC Corporation. The total purchase price for these acquisitions of
$169,757 was financed with cash.
Details of the net assets acquired in these acquisitions, at fair value,
are as follows:
OTHER
IBM ACQUISITIONS
--------- ------------
Current assets.............................................. $ 301,143 $ 86,533
Capital assets.............................................. 98,164 35,133
Other long-term assets...................................... 2,327 --
Goodwill and intellectual property.......................... 213,855 74,045
Other intangible assets..................................... 12,201 --
Liabilities assumed......................................... (157,669) (25,954)
--------- --------
Net assets acquired......................................... $ 470,021 $169,757
========= ========
Other intangible assets represent the excess of purchase price over the
fair value of tangible assets acquired in facility acquisitions.
F-9
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
4. ACCOUNTS RECEIVABLE:
Accounts receivable are net of an allowance for doubtful accounts of $40,730
at December 31, 2000 (1999--$12,800).
5. INVENTORIES:
1999 2000
-------- ----------
Raw materials............................................... $503,509 $1,298,469
Work in progress............................................ 108,928 215,185
Finished goods.............................................. 109,896 150,650
-------- ----------
$722,333 $1,664,304
======== ==========
6. CAPITAL ASSETS:
1999
-----------------------------------
ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
-------- ------------ ---------
Land........................................................ $ 6,170 $ -- $ 6,170
Buildings................................................... 56,666 4,738 51,928
Building improvements....................................... 25,969 4,420 21,549
Office equipment............................................ 41,608 15,532 26,076
Machinery and equipment..................................... 322,940 89,010 233,930
Software.................................................... 28,417 2,623 25,794
-------- -------- --------
$481,770 $116,323 $365,447
======== ======== ========
2000
-----------------------------------
ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
-------- ------------ ---------
Land........................................................ $ 17,987 $ -- $ 17,987
Buildings................................................... 131,877 8,662 123,215
Building improvements....................................... 42,760 9,088 33,672
Office equipment............................................ 64,531 25,441 39,090
Machinery and equipment..................................... 510,202 152,398 357,804
Software.................................................... 76,925 15,255 61,670
-------- -------- --------
$844,282 $210,844 $633,438
======== ======== ========
The above amounts include $8,070 (1999--$7,577) of assets under capital
lease and accumulated amortization of $6,106 (1999--$4,006) related thereto.
Depreciation and rental expense for the year ended December 31, 2000 was
$121,851 (1999--$69,488; 1998--$39,631) and $46,739 (1999--$21,081;
1998--$13,338), respectively.
F-10
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
7. INTANGIBLE ASSETS:
1999
-----------------------------------
ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
-------- ------------ ---------
Goodwill.................................................... $319,624 $ 64,891 $254,733
Other intangible assets..................................... 88,668 16,935 71,733
Intellectual property....................................... 77,124 36,037 41,087
-------- -------- --------
$485,416 $117,863 $367,553
======== ======== ========
2000
-----------------------------------
ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
-------- ------------ ---------
Goodwill.................................................... $434,082 $104,028 $330,054
Other intangible assets..................................... 100,869 27,684 73,185
Intellectual property....................................... 250,123 75,090 175,033
-------- -------- --------
$785,074 $206,802 $578,272
======== ======== ========
Other intangible assets represent the excess of cost over the fair value of
tangible assets acquired in facility acquisitions.
The intellectual property primarily represents the cost of certain
non-patented intellectual property and process know-how.
Amortization expense is as follows:
YEAR ENDED DECEMBER 31,
------------------------------
1998 1999 2000
-------- -------- --------
Amortization of goodwill.................................... $22,844 $31,064 $39,137
Amortization of other intangible assets..................... 7,736 8,288 10,749
Amortization of intellectual property....................... 14,792 16,217 39,053
------- ------- -------
$45,372 $55,569 $88,939
======= ======= =======
8. OTHER ASSETS:
1999 2000
-------- --------
Deferred pension (note 17).................................. $23,054 $ 25,806
Deferred income taxes....................................... 37,146 81,504
Commodity taxes recoverable................................. -- 78,290
Other....................................................... 11,077 19,711
------- --------
$71,277 $205,311
======= ========
Amortization of deferred financing costs for the year ended December 31,
2000 was $1,710 (1999--$1,487; 1998--$1,932).
F-11
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
9. LONG-TERM DEBT:
1999 2000
-------- --------
Global, unsecured, revolving credit facility due 2003 (a)... $ -- $ --
Global, unsecured, revolving credit facility due 2003 (b)... -- --
Senior Subordinated Notes due 2006 (c)...................... 130,000 130,000
Other....................................................... 4,197 1,945
-------- --------
134,197 131,945
Less current portion........................................ 2,654 1,364
-------- --------
$131,543 $130,581
======== ========
(a) Concurrently with the initial public offering on July 7, 1998, the
Company entered into a global, unsecured, revolving credit facility
providing up to $250,000 of borrowings. The credit facility permits the
Company and certain designated subsidiaries to borrow funds for general
corporate purposes (including acquisitions). Borrowings under the
facility bears interest at LIBOR plus a margin and are repayable in
July 2003. The weighted average interest rate on this facility during
1999 was 5.8%. In 2000, there were no drawings against this facility.
There were no outstanding borrowings on this facility at December 31,
1999 and 2000. Commitment fees in 2000 were $496.
(b) In February 2000, the Company renewed its second global, unsecured,
revolving credit facility providing up to $250,000 of borrowings
including a swing line facility that provides for short-term borrowings
up to a maximum of seven days. The credit facility permits the Company
and certain designated subsidiaries to borrow funds for general corporate
purposes (including acquisitions). The revolving facility is repayable in
April 2003. Borrowings under the facility bears interest at LIBOR plus a
margin except that borrowings occurring under the swing line facility
bears interest at a base rate. Other than short-term borrowings under the
swing line facility in 1999, there were no borrowings on the revolving
credit facility during 1999 and 2000. Commitment fees in 2000 were $683.
(c) The Senior Subordinated Notes bear interest at 10.5%, are unsecured and
are subordinated to the payment of all senior debt of the Company. The
Senior Subordinated Notes may be redeemed December 31, 2001 or later at
various premiums above face value. In August 1998, the Company redeemed
35% of the aggregate principal amount of the Senior Subordinated Notes
originally issued with proceeds from the initial public offering, at
110.5% of the principal amount.
As at December 31, 2000, principal repayments due within each of the next
five years on all long-term debt are as follows:
2001........................................................ $ 1,364
2002........................................................ 326
2003........................................................ 255
2004........................................................ --
2005........................................................ --
Thereafter.................................................. 130,000
The global, unsecured, revolving credit facilities have restrictive
covenants relating to debt incurrence and sale of assets and also contains
financial covenants that indirectly restrict the Company's ability to pay
dividends. A change of control is an event of default. The Company's Senior
Subordinated Notes due 2006 include a covenant restricting the Company's
ability to pay dividends.
10. CONVERTIBLE DEBT:
In August 2000, Celestica issued Liquid Yield Option-TM- Notes (LYONs) with
a principal amount at maturity of $1,813,550, payable August 1, 2020. The
Company received gross proceeds of $862,865 and incurred $12,493 in
underwriting commissions, net of tax of $6,912. No interest is payable on
the LYONs and the issue price of the LYONs represents a yield to maturity of
3.75%. The LYONs are subordinated in right of payment to all existing and
future senior indebtedness of the Company.
The LYONs are convertible at any time at the option of the holder, unless
previously redeemed or repurchased, into 5.6748 subordinate voting shares
for each $1 principal amount at maturity. Holders may require the Company to
repurchase all or a portion of their LYONs on August 2, 2005, August 1, 2010
and August 1, 2015 and the Company may redeem the LYONs at any time on or
after August 1, 2005 (and, under certain circumstances, before that date).
The Company is required to offer to repurchase the LYONs if there is a
change in control or a delisting event. Generally, the redemption or
repurchase price is equal to the accreted value of the LYONs. The Company
may elect to pay the principal amount at maturity of the LYONs or the
repurchase price that is payable in certain circumstances, in cash or
subordinate voting shares or any combination thereof.
F-12
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
Pursuant to Canadian generally accepted accounting principles, the LYONs are
recorded as an equity instrument and bifurcated into a principal equity
component (representing the present value of the notes) and an option
component (representing the value of the conversion features of the notes).
The principal equity component is accreted over the 20-year term through
periodic charges to retained earnings.
Supplementary fully diluted earnings per share is $0.95 for the year ended
December 31, 2000 and has been determined by assuming the principal element
of the convertible debt at maturity will be settled by the issuance of
common shares based on current share prices.
11. CAPITAL STOCK:
(A) AUTHORIZED:
An unlimited number of subordinate voting shares, which entitle the
holder to one vote per share, and an unlimited number of multiple voting
shares, which entitle the holder to twenty-five votes per share. Except
as otherwise required by law, the subordinate voting shares and multiple
voting shares vote together as a single class on all matters submitted to
a vote of shareholders, including the election of directors. The holders
of the subordinate voting shares and multiple voting shares are entitled
to share ratably, as a single class, in any dividends declared subject to
any preferential rights of any outstanding preferred shares in respect of
the payment of dividends. Each multiple voting share is convertible at
any time at the option of the holder thereof into one subordinate voting
share. The Company is also authorized to issue an unlimited number of
preferred shares, issuable in series.
(B) ISSUED AND OUTSTANDING:
TOTAL
SUBORDINATE AND
MULTIPLE VOTING
SUBORDINATE MULTIPLE SHARES SHARES TO
NUMBER OF SHARES VOTING SHARES VOTING SHARES OUTSTANDING BE ISSUED
---------------- ------------- ------------- --------------- ----------
Balance December 31, 1998............................ 110,013,288 39,065,950 149,079,238 1,507,348
LTIP award (i)....................................... 52,886 -- 52,886 --
Equity offerings (ii)................................ 34,500,000 -- 34,500,000 --
Other share issuances (iii).......................... 726,955 -- 726,955 --
Issued as consideration for
acquisitions (iv).................................. 1,000,172 -- 1,000,172 (1,000,172)
----------- ---------- ----------- ----------
Balance December 31, 1999............................ 146,293,301 39,065,950 185,359,251 507,176
Equity offering (v).................................. 16,600,000 -- 16,600,000 --
Other share issuances (vi)........................... 1,279,137 -- 1,279,137 --
Issued as consideration for
acquisitions (vii)................................. 147,999 -- 147,999 (147,999)
----------- ---------- ----------- ----------
Balance December 31, 2000............................ 164,320,437 39,065,950 203,386,387 359,177
=========== ========== =========== ==========
SUBORDINATE MULTIPLE SHARES TO TOTAL
AMOUNT VOTING SHARES VOTING SHARES BE ISSUED AMOUNT
------ ------------- ------------- --------- ----------
Balance December 31, 1998.................................. $ 763,803 $138,811 $ 9,460 $ 912,074
LTIP award (i)............................................. 534 -- -- 534
Equity offerings, net of issue costs (ii).................. 727,408 -- -- 727,408
Other share issuances (iii)................................ 6,061 -- -- 6,061
Issued as consideration for acquisitions (iv).............. 6,616 -- (6,616) --
---------- -------- ------- ----------
Balance December 31, 1999.................................. 1,504,422 138,811 2,844 1,646,077
Equity offering, net of issue costs (v).................... 740,129 -- -- 740,129
Other share issuances (vi)................................. 9,208 -- -- 9,208
Issued as consideration for acquisitions (vii)............. 1,113 -- (1,113) --
---------- -------- ------- ----------
Balance December 31, 2000.................................. $2,254,872 $138,811 $ 1,731 $2,395,414
========== ======== ======= ==========
F-13
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
1999 CAPITAL TRANSACTIONS:
In December 1999, the Company completed a two-for-one split of the
subordinate voting and multiple voting shares by way of a stock dividend.
All historical share and per share information has been restated to reflect
the effects of the two-for-one stock split on a retroactive basis.
(i) In January 1999, the Company issued 52,886 subordinate voting shares
under the LTIP program for a cost of $534.
(ii) In 1999, the Company completed two equity offerings, issuing 34,500,000
subordinate voting shares for gross cash proceeds of $751,611 and
incurred $24,203 in share issuance costs, net of tax of $10,068. In
March 1999, the Company issued 18,400,000 subordinate voting shares for
gross cash proceeds of $263,580 and incurred $8,917 in share issuance
costs, net of tax of $3,822. In November 1999, the Company issued
16,100,000 subordinate voting shares for gross cash proceeds of
$488,031 and incurred $15,286 in share issuance costs, net of tax of
$6,246.
(iii) During 1999, pursuant to employee share purchase and option plans and
LTIP awards, the Company issued 726,955 subordinate voting shares as a
result of the exercise of options for cash of $6,061.
(iv) In 1999, the Company issued 1,000,172 subordinate voting shares to
former stockholders of International Manufacturing Services, Inc.
(IMS), in connection with the merger with IMS, at an ascribed value of
$6,616 for $1,078 cash. Total shares of 1,507,348 were reserved for
issuance at the time of the IMS merger on December 31, 1998. As at
December 31, 1999, 507,176 subordinate voting shares are reserved for
issuance at an ascribed value of $2,844 for IMS options with an
exercise price below fair value at the date of the merger.
2000 CAPITAL TRANSACTIONS:
(v) In March 2000, the Company issued 16,600,000 subordinate voting shares
for gross cash proceeds of $757,375 and incurred $17,246 in share issue
costs, net of tax of $9,542.
(vi) During 2000, pursuant to employee share purchase and option plans and
LTIP awards, the Company issued 1,279,137 subordinate voting shares as
a result of the exercise of options for cash of $9,208.
(vii) In 2000, the Company issued 147,999 subordinate voting shares to former
stockholders of IMS, in connection with the merger with IMS, at an
ascribed value of $1,113 for $241 cash. Total shares of 1,507,348 were
reserved for issuance at the time of the IMS merger on December 31,
1998. As at December 31, 2000, 359,177 subordinate voting shares are
reserved for issuance at an ascribed value of $1,731 for IMS options
with an exercise price below fair value at the date of the merger.
(C) STOCK OPTION PLANS:
(I) LONG-TERM INCENTIVE PLAN ("LTIP")
The Company established the LTIP prior to the closing of its initial
public offering. Under this plan, the Company may grant stock options,
performance shares, performance share units and stock appreciation
rights to directors, permanent employees and consultants ("eligible
participants") of the Company, its subsidiaries and other companies or
partnerships in which the Company has a significant investment. Under
the LTIP, up to 15,000,000 subordinate voting shares may be issued from
treasury. Options are granted at prices equal to the market value at the
date of the grant and are exercisable during a period not to exceed ten
years from such date.
(II) EMPLOYEE SHARE PURCHASE AND OPTION PLANS ("ESPO")
The Company has ESPO plans that were available to certain of its
employees and executives. As a result of the establishment of the LTIP,
no further options or shares may be issued under the ESPO plans.
Pursuant to the ESPO plans, employees and executives of the Company were
offered the opportunity to purchase, at prices equal to market value,
subordinate voting shares and, in connection with such purchase, receive
options to acquire an additional number of subordinate voting shares
based on the number of subordinate voting shares acquired by them under
the ESPO plans. The exercise price for the options is equal to the price
per share paid for the corresponding subordinate voting shares acquired
under the ESPO plans.
F-14
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
Stock option transactions were as follows:
WEIGHTED
AVERAGE
NUMBER OF OPTIONS SHARES EXERCISE PRICE
----------------- ----------- --------------
Outstanding at December 31, 1997............................ 6,246,016 $ 5.00
Granted..................................................... 1,982,746 $ 8.06
Exercised................................................... (12,540) $ 5.00
Cancelled................................................... (34,448) $ 5.00
Assumed..................................................... 3,346,080 $ 4.61
-----------
Outstanding at December 31, 1998............................ 11,527,854 $ 5.41
Granted..................................................... 5,219,100 $30.05
Exercised................................................... (1,710,155) $ 8.25
Cancelled................................................... (442,012) $ 7.37
-----------
Outstanding at December 31, 1999............................ 14,594,787 $14.84
Granted..................................................... 4,162,929 $55.40
Exercised................................................... (1,427,136) $ 6.85
Cancelled................................................... (176,689) $ 7.33
-----------
Outstanding at December 31, 2000............................ 17,153,891 $25.16
===========
Cash consideration received on options exercised............ $ 9,208
===========
Shares reserved for issuance upon exercise of stock options
or awards................................................. 21,915,472
===========
The following options were outstanding as at December 31, 2000:
WEIGHTED WEIGHTED
RANGE OF OUTSTANDING AVERAGE EXERCISABLE AVERAGE REMAINING
PLAN EXERCISE PRICES OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE LIFE
---- --------------- ----------- -------------- ----------- -------------- ----------
(YEARS)
ESPO...................... $5.00 - $ 7.50 5,970,827 $ 5.36 2,786,370 $ 5.31 7
LTIP...................... $8.75 - $13.69 1,840,987 $12.13 547,258 $ 11.60 8
$24.18 - $24.18 829,200 $24.18 207,300 $ 24.18 9
$39.03 - $39.03 3,035,600 $39.03 758,900 $ 39.03 9
$55.40 - $56.19 4,158,929 $55.95 -- -- 9
Other..................... $0.93 - $13.31 1,318,348 $ 4.61 999,741 $ 4.97 6
----------
17,153,891
==========
12. RESEARCH AND DEVELOPMENT COSTS:
Total research and development costs for 2000 were $19,517 (1999--$19,728;
1998--$19,790).
13. INTEGRATION COSTS RELATED TO ACQUISITIONS:
The Company incurred costs of $16,103 in 2000 (1999--$9,616; 1998--$8,123)
relating to the establishment of business processes, infrastructure and
information systems for acquired operations. None of the integration costs
incurred related to existing operations.
14. OTHER CHARGES:
YEAR ENDED DECEMBER 31,
------------------------------
1998 1999 2000
-------- -------- --------
Write-down of intellectual property and goodwill (a)........ $41,813 $ -- $ --
Deferred financing costs and debt redemption fees (b)....... 17,830 -- --
Other....................................................... 5,100 -- --
------- ------- -------
$64,743 $ -- $ --
======= ======= =======
F-15
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(a) During 1998, the Company completed a review of the recoverability of the
carrying value of its intellectual property. As a result of this review,
the Company concluded that certain processes and technologies acquired
from IBM in 1996 were no longer in use and the future benefit of other
technologies was less certain than was previously the case. Accordingly,
the Company's results of operations for 1998 included a non-cash charge
of $35,000 to reflect a write-down of the carrying value of this
intellectual property.
As a result of the merger with IMS, certain goodwill in the amount of
$6,813 became impaired and was written off in 1998.
(b) In 1998, the Company incurred $17,830 in charges relating to the
write-off of deferred financing costs and debt redemption fees associated
with the prepayment of debt from the proceeds of the initial public
offering. These charges would be recorded as an extraordinary loss under
United States generally accepted accounting principles.
15. INCOME TAXES:
YEAR ENDED DECEMBER 31,
------------------------------
1998 1999 2000
-------- -------- --------
Income (loss) before tax:
Canadian operations....................................... $ 209 $ 84,849 $179,405
Foreign operations........................................ (50,726) 19,641 96,485
-------- -------- --------
$(50,517) $104,490 $275,890
======== ======== ========
Current income tax expense:
Canadian operations....................................... $ 9,969 $ 25,470 $ 51,290
Foreign operations........................................ 5,078 5,265 28,838
-------- -------- --------
$ 15,047 $ 30,735 $ 80,128
======== ======== ========
Deferred income tax expense (recovery):
Canadian operations....................................... $(10,490) $ 14,427 $ 33,030
Foreign operations........................................ (6,603) (9,098) (43,947)
-------- -------- --------
$(17,093) $ 5,329 $(10,917)
======== ======== ========
The overall income tax provision differs from the provision computed at the
statutory rate as follows:
YEAR ENDED DECEMBER 31,
------------------------------
1998 1999 2000
-------- -------- --------
Combined Canadian federal and provincial income tax rate.... 44.6% 44.6% 44.0%
-------- -------- --------
Income taxes (recovery) based on earnings (loss) before
income taxes at statutory rates........................... $(22,530) $ 46,602 $121,392
Increase (decrease) resulting from:
Manufacturing and processing deduction.................... 1,694 (8,043) (17,668)
Foreign income taxed at lower rates....................... (3,016) (11,373) (43,871)
Amortization of non-deductible costs...................... 17,036 9,514 8,842
Other, including large corporations tax................... 4,770 (636) 516
-------- -------- --------
Income tax expense (recovery)............................. $ (2,046) $ 36,064 $ 69,211
======== ======== ========
F-16
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
Deferred income taxes are recognized for future income tax consequences
attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their tax bases. Deferred tax assets
and liabilities are comprised of the following as at December 31, 1999 and
2000:
1999 2000
-------- ---------
Deferred tax assets:
Income tax effect of net operating losses carried
forward................................................. $ 14,288 $ 52,504
Accounting provisions not currently deductible............ 13,633 21,560
Capital, intangible and other assets...................... 18,115 6,746
Share issue and convertible debt issue costs.............. 15,815 23,004
Other..................................................... 2,402 1,829
-------- ---------
Total deferred tax assets................................... 64,253 105,643
-------- ---------
Deferred tax liabilities:
Capital, intangible and other assets...................... (4,223) (12,382)
Deferred pension asset.................................... (7,925) (8,868)
Other..................................................... (6,665) (875)
-------- ---------
Total deferred tax liabilities.............................. (18,813) (22,125)
-------- ---------
Deferred income tax asset, net.............................. $ 45,440 $ 83,518
======== =========
Celestica has been granted tax incentives, including tax holidays, for its
Czech Republic, China, Malaysia and Thailand subsidiaries. These tax
incentives expire between 2002 and 2012, and are subject to certain
conditions with which the Company expects to comply.
As at December 31, 2000, the Company had $131,000 of non-capital (net
operating) losses, the income tax benefits of which have been recognized in
the financial statements. These losses will expire over a 15 year period
commencing in 2006.
The Company also has net capital losses amounting to $15,500, and has
recognized the benefit of these losses in the financial statements.
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected
future taxable income, the character of the tax asset and tax planning
strategies in making this assessment. In order to fully realize the deferred
tax assets, the Company will need to generate future taxable income of
approximately $265,000. Based upon projections of future taxable income over
the periods in which the deferred tax assets are deductible, management
believes that it is more likely than not that the Company will realize the
benefits of these assets.
16. RELATED PARTY TRANSACTIONS:
In 2000, the Company expensed acquisition and management related fees of
$2,087 (1999--$2,040; 1998--$2,020) and capitalized acquisition related fees
of $500 (1999--$Nil; 1998--$2,000) charged by its parent company. Management
believes that the fees charged were reasonable in relation to the services
provided.
17. PENSION AND NON-PENSION POST-RETIREMENT BENEFIT PLANS:
The Company provides various pension and non-pension post-retirement benefit
plans for its employees. Non-pension post-retirement benefits are available
to all Company retirees. The benefits include medical, surgical,
hospitalization coverage, supplemental health, dental and group life
insurance. Certain employees participate in defined benefit plans; all other
employees participate in defined contribution plans.
The following information is provided with respect to the defined
contribution plans:
YEAR ENDED DECEMBER 31,
------------------------------
1998 1999 2000
-------- -------- --------
Period cost, plans providing pension benefits............... $5,685 $8,617 $12,815
====== ====== =======
F-17
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
For the defined benefit pension plans, actuarial estimates are based on
projections of employees' compensation levels at the time of retirement.
Maximum retirement benefits are based upon the employees' best three
consecutive years' earnings. The Company has funded the plans over the past
four years based on actuarial calculations to maintain the plans on a fully
funded basis. The most recent actuarial valuations were completed as at
January, March and April 2000. The Company accrues the expected costs of
providing non-pension, post-retirement benefits during the periods in which
the employees render service.
The estimated present value of accrued plan benefits and the estimated
market value of the net assets available to provide for these benefits at
December 31, 1999 and 2000 are as follows:
PENSION PLANS OTHER BENEFIT PLANS
------------------- -------------------
1999 2000 1999 2000
-------- -------- -------- --------
Plan assets, at fair value.................................. $191,132 $188,559 $ -- $ --
Projected benefit obligations............................... 147,281 170,295 17,504 47,699
-------- -------- -------- --------
Excess of plan assets over projected benefit obligations.... 43,851 18,264 (17,504) (47,699)
Unamortized past service costs.............................. -- -- 3,873 4,287
Unrecognized net loss (gain) from past experience and
effects of changes in assumptions......................... (17,865) 9,778 3,499 5,373
Foreign currency exchange rate changes...................... (2,932) (2,236) 125 (47)
-------- -------- -------- --------
Deferred amount............................................. $ 23,054 $ 25,806 $(10,007) $(38,086)
======== ======== ======== ========
The Company continues to make contributions to support ongoing plan
obligations; these contributions have been included in the deferred pension
amount on the consolidated balance sheets.
Pension fund assets consist primarily of fixed income and equity securities,
valued at market value. The following information is provided on pension
fund assets:
PENSION PLANS
-------------------
1999 2000
-------- --------
Opening plan assets......................................... $151,300 $191,132
Actual return on plan assets................................ 30,046 1,504
Foreign currency exchange rate changes...................... 2,518 (11,176)
Contributions by employees.................................. 1,873 2,107
Contributions by employer................................... 7,033 7,526
Benefits paid............................................... (1,638) (2,534)
-------- --------
$191,132 $188,559
======== ========
Vested benefit obligations.................................. $ 89,251 $100,641
======== ========
Accumulated benefit obligations............................. $133,414 $143,150
======== ========
There are no assets recorded for the other benefit plans.
F-18
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
Projected benefit obligations are outlined below:
OTHER BENEFIT
PENSION PLANS PLANS
------------------- -------------------
1999 2000 1999 2000
-------- -------- -------- --------
Opening projected benefit obligations....................... $125,695 $147,281 $15,482 $17,504
Service cost................................................ 6,557 7,459 1,149 1,455
Interest cost............................................... 8,959 10,583 1,123 1,481
Benefits paid............................................... (1,638) (2,534) (18) (155)
Actuarial gains and losses.................................. -- 7,297 (937) 360
Plan amendments............................................. -- -- -- 657
Acquisitions................................................ -- -- -- 26,345
Changes in assumptions...................................... 4,446 7,484 -- 538
Foreign currency exchange rate changes...................... 3,262 (7,275) 705 (486)
-------- -------- ------- -------
$147,281 $170,295 $17,504 $47,699
======== ======== ======= =======
Net plan expense is outlined below:
PENSION PLANS OTHER BENEFIT PLANS
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
------------------------------ ------------------------------
1998 1999 2000 1998 1999 2000
-------- -------- -------- -------- -------- --------
Plan cost:
Service cost--benefits earned........................... $ 5,659 $ 6,557 $ 7,459 $ 841 $ 1,149 $ 1,455
Interest cost on projected benefit obligations.......... 7,467 8,959 10,583 855 1,123 1,481
Actual return on plan assets............................ (14,194) (30,046) (1,504) -- -- --
Amortization of past service costs...................... -- -- 2,405 -- -- --
Net amortization and deferral........................... 3,994 18,584 (14,982) 334 1,388 391
-------- -------- -------- ------- ------- -------
$ 2,926 $ 4,054 $ 3,961 $ 2,030 $ 3,660 $ 3,327
======== ======== ======== ======= ======= =======
Actuarial assumptions:
Weighted average discount rate for projected benefit 6.00%- 6.50%- 6.50%- 7.00%-
obligations........................................... 6.50% 6.50% 6.50% 6.75% 8.00% 7.75%
3.50%-
Weighted average rate of compensation increase.......... 4.00% 4.00% 4.00% 5.10% 4.50% 4.50%
Weighted average expected long-term rate of return on 7.25%-
plan assets........................................... 7.50% 7.50% 7.50% -- -- --
5.10%- 5.10%- 5.10%-
Health care cost trend rate............................. -- -- -- 5.50% 7.40% 6.80%
A one-percentage point increase and decrease in the assumed health care cost
trend rate would increase by $540 and decrease by $377 the service cost and
increase by $3,465 and decrease by $2,728 the accumulated obligation for
other benefit plans for the year ended December 31, 2000.
18. FINANCIAL INSTRUMENTS:
FAIR VALUES:
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments.
(a) The carrying amounts of cash, short-term investments, accounts
receivable, accounts payable and accrued liabilities approximate fair
value due to the short-term nature of these instruments.
(b) The fair values of the Company's long-term debt, including the current
portion thereof, is estimated based on the current trading value, where
available, or with reference to similarly traded instruments with similar
terms.
(c) The fair values of foreign currency contract obligations are estimated
based on the current trading value, as quoted by brokers active in these
markets.
F-19
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
The carrying amounts and fair values of the Company's financial instruments,
where there are differences at December 31, 1999 and 2000, are as follows:
DECEMBER 31, 1999 DECEMBER 31, 2000
------------------- -------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- -------- -------- --------
Senior Subordinated Notes and other long-term debt.......... $130,000 $136,013 $130,000 $135,200
Foreign currency contracts.................................. -- 4,250 -- 7,498
OTHER DISCLOSURES:
(a) The Company has entered into foreign currency contracts to hedge foreign
currency risk. These financial instruments include, to varying degrees,
elements of market, credit and exchange risk in excess of amounts
recognized in the balance sheets. The Company's forward exchange
contracts do not subject the Company to risk from exchange rate movements
because gains and losses on such contracts offset losses and gains on
transactions being hedged. The Company does not require collateral or
other security to support financial instruments with credit risk. As at
December 31, 2000, the Company had outstanding foreign exchange contracts
to sell $425,091 in exchange for Canadian dollars over a period of
17 months at a weighted average exchange rate of U.S. $0.67. In addition,
the Company had exchange contracts to sell $28,609 in exchange for Euros
over a period of 12 months at a weighted average exchange rate of
U.S. $0.88, $160,169 in exchange for British pounds sterling over a
period of 12 months at a weighted average exchange rate of U.S. $1.44,
and $35,133 in exchange for Mexican pesos over a period of 12 months at a
weighted average exchange rate of U.S. $0.10. At December 31, 2000, these
contracts had a fair value asset of $7,498 (1999--$4,250).
(b) The Company is a turnkey manufacturer of sophisticated electronics for
original equipment manufacturers engaged in the electronics manufacturing
industry. Financial instruments that potentially subject the Company to
concentrations of credit risk are primarily inventory repurchase
obligations of customers, accounts receivable and cash equivalents. The
Company performs ongoing credit evaluations of its customers' financial
conditions and, generally, requires no collateral from its customers. The
Company maintains cash and cash equivalents in high quality short-term
investments or on deposit with major financial institutions.
19. COMMITMENTS:
The Company has operating leases and license commitments that require future
payments as follows:
OPERATING LICENSE
LEASES COMMITMENTS TOTAL
--------- ------------- --------
2001........................................................ $52,465 $10,681 $63,146
2002........................................................ 45,510 562 46,072
2003........................................................ 33,976 -- 33,976
2004........................................................ 14,083 -- 14,083
2005........................................................ 8,939 -- 8,939
Thereafter.................................................. 42,016 -- 42,016
20. CONTINGENCIES:
Contingent liabilities in the form of letters of credit and guarantees,
including guarantees of employee share purchase loans, amounted to $12,018
at December 31, 2000 (1999--$30,784).
In the normal course of operations the Company may be subject to litigation
and claims from customers, suppliers and former employees. Management
believes that adequate provisions have been recorded in the accounts where
required. Although it is not possible to estimate the extent of potential
costs, if any, management believes that the ultimate resolution of such
contingencies would not have a material adverse effect on the financial
position of the Company.
21. SIGNIFICANT CUSTOMERS:
During 2000, two customers individually comprised 25% and 21% of total
revenue across all geographic segments. At December 31, 2000, these
customers represented 21% and 26%, respectively, of the Company's accounts
receivable.
During 1999, three customers individually comprised 25%, 18% and 12% of
total revenue across all geographic segments. At December 31, 1999, these
customers represented 15%, 14% and 4%, respectively, of the Company's
accounts receivable.
F-20
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
During 1998, three customers individually comprised 27%, 19% and 11% of
total revenue across all geographic segments. At December 31, 1998, these
customers represented 16%, 14% and 12%, respectively, of the Company's
accounts receivable.
22. SEGMENTED INFORMATION:
The Company's operations fall into one dominant industry segment, the
electronics manufacturing services industry. The Company manages its
operations, and accordingly determines its operating segments, on a
geographic basis. The performance of geographic operating segments is
monitored based on EBIAT (earnings before interest, income taxes,
amortization of intangible assets, integration costs related to acquisitions
and other charges). The Company monitors enterprise-wide performance based
on adjusted net earnings, which is calculated as net earnings (loss) before
amortization of intangible assets, integration costs related to acquisitions
and other charges, net of related income taxes. Inter-segment transactions
are reflected at market value.
The following is a breakdown of: revenue; EBIAT, adjusted net earnings
(which is after income taxes); capital expenditures; total assets;
intangible assets; and capital assets by operating segment. Certain
comparative information has been restated to reflect changes in the
management of operating segments.
YEAR ENDED DECEMBER 31,
------------------------------------
1998 1999 2000
---------- ---------- ----------
REVENUE
Canada...................................................... $1,555,592 $2,226,978 $3,006,576
United States............................................... 944,324 1,360,609 3,265,786
Europe...................................................... 749,284 1,108,615 2,823,268
Asia........................................................ -- 710,164 1,141,925
Elimination of inter-segment revenue........................ -- (109,133) (485,480)
---------- ---------- ----------
$3,249,200 $5,297,233 $9,752,075
========== ========== ==========
YEAR ENDED DECEMBER 31,
------------------------------------
1998 1999 2000
---------- ---------- ----------
EBIAT
Americas.................................................... $ 75,058 $ 114,168 $ 202,376
Europe...................................................... 24,912 42,840 121,144
Asia........................................................ -- 23,336 38,429
---------- ---------- ----------
99,970 180,344 361,949
Interest, net............................................... (32,249) (10,669) 18,983
Amortization of intangible assets........................... (45,372) (55,569) (88,939)
Integration costs related to acquisitions................... (8,123) (9,616) (16,103)
Other charges............................................... (64,743) -- --
---------- ---------- ----------
Earnings (loss) before income taxes......................... $ (50,517) $ 104,490 $ 275,890
========== ========== ==========
Adjusted net earnings....................................... $ 45,372 $ 122,974 $ 304,062
========== ========== ==========
YEAR ENDED DECEMBER 31,
------------------------------------
1998 1999 2000
---------- ---------- ----------
CAPITAL EXPENDITURES
Americas.................................................... $ 39,118 $ 138,004 $ 154,006
Europe...................................................... 26,652 29,102 86,833
Asia........................................................ -- 44,725 41,941
---------- ---------- ----------
$ 65,770 $ 211,831 $ 282,780
========== ========== ==========
F-21
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
AS AT DECEMBER 31,
-----------------------
1999 2000
---------- ----------
TOTAL ASSETS
Americas.................................................... $1,755,682 $3,444,528
Europe...................................................... 519,204 1,904,731
Asia........................................................ 380,704 588,726
---------- ----------
$2,655,590 $5,937,985
========== ==========
INTANGIBLE ASSETS
Americas.................................................... $ 238,093 $ 307,802
Europe...................................................... 54,214 196,557
Asia........................................................ 75,246 73,913
---------- ----------
$ 367,553 $ 578,272
========== ==========
CAPITAL ASSETS
Americas.................................................... $ 226,617 $ 327,020
Europe...................................................... 71,647 216,049
Asia........................................................ 67,183 90,369
---------- ----------
$ 365,447 $ 633,438
========== ==========
23. SUBSEQUENT EVENT:
In December 2000, the Company entered into agreements with Motorola Inc. of
Schaumburg, Illinois to purchase the manufacturing assets in Dublin, Ireland
and Mt. Pleasant, Iowa. The purchase price is estimated to be approximately
$70,000. At the same time, the Company entered into a strategic supply
agreement. This acquisition is expected to close in the first quarter of
2001.
24. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES:
The consolidated financial statements of the Company have been prepared in
accordance with generally accepted accounting principles ("GAAP") as applied
in Canada. The significant differences between Canadian and United States
GAAP and their effect on the consolidated financial statements of the
Company are described below:
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS):
The following table reconciles net earnings (loss) as reported in the
accompanying consolidated statements of earnings (loss) to net earnings
(loss) that would have been reported had the consolidated financial
statements been prepared in accordance with United States GAAP:
YEAR ENDED DECEMBER 31,
------------------------------
1998 1999 2000
-------- -------- --------
Net earnings (loss) in accordance with Canadian GAAP........ $(48,471) $68,426 $206,679
Compensation expense (a)(b)............................... (6,246) (1,900) (2,500)
Interest expense on convertible debt, net of tax of $3,768
(c)..................................................... -- -- (6,811)
-------- ------- --------
Net earnings (loss) in accordance with United States GAAP... $(54,717) $66,526 $197,368
Other comprehensive income:
Foreign currency translation adjustment................... (146) (3,554) (60)
-------- ------- --------
Comprehensive income (loss) in accordance with United States
GAAP...................................................... $(54,863) $62,972 $197,308
======== ======= ========
Basic earnings (loss) per share............................. $ (0.53) $ 0.40 $ 0.99
Diluted earnings per share (d).............................. N/A $ 0.38 $ 0.96
Net earnings (loss) is comprised of the following:
Net earnings (loss)....................................... $(54,717) $66,526 $197,368
Extraordinary loss on debt redemption, net of tax
(note 14)............................................... 14,367 -- --
-------- ------- --------
Net earnings (loss) before extraordinary loss............... $(40,350) $66,526 $197,368
======== ======= ========
Basic earnings (loss) per share before extraordinary loss... $ (0.39) $ 0.40 $ 0.99
Diluted earnings per share before extraordinary loss (d).... N/A $ 0.38 $ 0.96
N/A-- Diluted loss per share, calculated using the treasury stock method in
accordance with U.S. GAAP, has not been disclosed as the effect of the
potential conversion of dilutive securities is anti-dilutive.
F-22
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
The cumulative effect of these adjustments on shareholders' equity of the
Company is as follows:
DECEMBER 31,
----------------------------------
1998 1999 2000
-------- ---------- ----------
Shareholders' equity in accordance with Canadian GAAP....... $859,266 $1,658,141 $3,469,269
Compensation expense (a)(b)................................. (6,246) (8,146) (10,646)
Interest expense on convertible debt, net of tax (c)........ -- -- (6,811)
Convertible debt (c)........................................ -- -- (860,547)
Convertible debt accretion, net of tax (c).................. -- -- 5,375
-------- ---------- ----------
Shareholders' equity in accordance with United States
GAAP...................................................... $853,020 $1,649,995 $2,596,640
======== ========== ==========
(a) In 1998, the Company amended the vesting provisions of 6,235,890
employee stock options issued in 1997 and 1998. Under the previous
vesting provisions, such options vested based on the achievement of
earnings targets. A portion of these options now vest over a specified
time period and the balance vested on completion of the initial public
offering in 1998. Under United States GAAP, this amendment required a new
measurement date for purposes of accounting for compensation expense,
resulting in a charge equal to the aggregate difference between the fair
value of the underlying subordinate voting shares at the date of the
amendment and the exercise price for such options. As a result, under
United States GAAP the Company will record a $15,600 non-cash stock
compensation charge to be reflected in earnings over the vesting period
as follows: 1998--$4,200; 1999--$1,900; 2000--$2,500; 2001--$3,200;
2002--$3,800. No similar charge is required to be recorded by the Company
under Canadian GAAP.
(b) Under United States GAAP, the contingent consideration of $2,046
associated with the final settlement of the earn-out provision related to
the 1997 acquisition of Ascent Power Technology Inc. was recorded as
compensation expense in 1998. Under Canadian GAAP, this contingent
consideration has been recorded as goodwill.
(c) Under Canadian GAAP, the Company recorded the convertible debt as an
equity instrument and recorded accretion charges to retained earnings.
Under United States GAAP, the convertible debt was recorded as a
long-term liability and accordingly, the Company recorded the accretion
charges and amortization of debt issue costs to interest expense.
(d) Under United States GAAP, diluted earnings per share is calculated using
the treasury stock method. Under the treasury stock method, the
denominator is adjusted for the assumed number of shares that would be
repurchased by the Company using the proceeds from the exercise of stock
options, net of the number of shares issued upon exercise of those
options. Under Canadian GAAP, the denominator is adjusted only for the
assumed number of shares issued upon exercise of the stock options and
the numerator is adjusted for the imputed interest income earned on the
exercise proceeds.
OTHER DISCLOSURES REQUIRED UNDER UNITED STATES GAAP:
(a) Stock based compensation:
The Company measures compensation costs related to stock options granted
to employees using the intrinsic value method as prescribed by APB
Opinion No. 25, "Accounting for Stock Issued to Employees" as permitted
by SFAS No. 123. However, SFAS No. 123 does require the disclosure of pro
forma net earnings (loss) and earnings (loss) per share information as if
the Company had accounted for its employee stock options under the fair
value method prescribed by SFAS No. 123. Accordingly, the fair value of
the options issued was determined using the Black-Scholes option pricing
model with the following assumptions: risk-free rate of 5.4% (1999--5%;
1998--5%), dividend yield of 0%, a volatility factor of the expected
market price of the Company's shares of 70% (1999--47%; 1998--50%); and a
weighted-average expected option life of 7.5 years in 2000
(1999--5 years; 1998--5 years). The weighted-average grant date fair
values of options issued in 2000 was $40.49 per share (1999--$10.24 per
share; 1998--$4.30 per share). For purposes of pro forma disclosures, the
estimated fair value of the options is amortized to income over the
vesting period. For the year ended December 31, 2000, the Company's
United States GAAP pro forma net earnings (loss) is $176,231 and basic
earnings (loss) per share is $0.88 (1999--$52,345 and $0.31 per share;
1998--$(61,699) and $(0.60) per share).
F-23
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(b) Earnings per share supplemental disclosure:
The following table sets forth the computation of United States GAAP
basic and diluted earnings (loss) per share:
YEAR ENDED DECEMBER 31,
------------------------------
1998 1999 2000
-------- -------- --------
Earnings (loss) available to shareholders--basic............ $(54,717) $ 66,526 $197,368
Add: Interest expense on convertible debt, net of tax....... -- -- 6,811
-------- -------- --------
Earnings (loss) available to shareholders--diluted.......... $(54,717) $ 66,526 $204,179
======== ======== ========
Weighted average shares--basic (in thousands)............... 102,992 167,195 199,786
Weighted average shares--diluted (in thousands) (i)......... N/A 175,582 211,815
Basic earnings (loss) per share............................. $ (0.53) $ 0.40 $ 0.99
Diluted earnings (loss) per share........................... N/A $ 0.38 $ 0.96
(i) Adjusted for the dilutive impact of outstanding stock options and
convertible debt.
N/A-- In 1998, the effect of stock options has been excluded from the
computation of diluted earnings (loss) per share as the effect was
anti-dilutive due to the loss for the year.
(c) Other recent United States accounting pronouncements:
The Financial Accounting Standards Board (FASB) has issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" and SFAS
No. 138 which amends SFAS No. 133. SFAS No. 133 establishes methods of
accounting for derivative financial instruments and hedging activities
related to those instruments as well as other hedging activities. The
standard requires that all derivatives be recorded on the balance sheet
at fair value. The Company will implement SFAS No. 133 for its first
quarter ended March 31, 2001. In accordance with the new standard, the
Company will account for its existing foreign currency contracts as cash
flow hedges. Accordingly, on January 1, 2001, the Company recorded an
asset in the amount of $7,498 and a corresponding credit to other
comprehensive income as a cumulative-effect type adjustment to reflect
the initial mark-to-market on the foreign currency contracts. The Company
expects to release $6,477 of the gain to earnings in the next 12 months
as the related hedged items are recognized in earnings.
F-24
[EXHIBIT INDEX]
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1. Articles of Incorporation and by-laws as currently in
effect:
1.1 Certificate and Articles of Incorporation(1)
1.2 Certificate and Articles of Amendment effective October 22,
1996(1)
1.3 Certificate and Articles of Amendment effective January 24,
1997(1)
1.4 Certificate and Articles of Amendment effective October 8,
1997(1)
1.5 Certificate and Articles of Amendment effective April 29,
1998(2)
1.6 Articles of Amendment effective June 26, 1998(3)
1.7 Restated Articles of Incorporation effective June 26,
1998(3)
1.8 Bylaw No. 1
1.9 Bylaw No. 2(1)
2. Instruments defining rights of holders of equity or debt
securities:
2.1 See Certificate and Articles of Incorporation and amendments
thereto identified above.
2.2 Form of Subordinate Voting Share Certificate(5)
2.3 Indenture, dated as of November 18, 1996, by and among
Celestica International Inc., Celestica, Inc., Celestica
Corporation and The Chase Manhattan Bank, as Trustee
(including forms of the Outstanding Notes and Exchange
Notes)(6)
2.4 Guarantee Agreement, dated as of November 18, 1996, between
Celestica, Inc. and The Chase Manhattan Bank, as Trustee(6)
2.5 Guarantee Agreement, dated as of November 18, 1996, between
Celestica Corporation and The Chase Manhattan Bank, as
Trustee(6)
2.6 Supplemental Indenture, dated as of July 7, 1998, among
Celestica International Inc., Celestica Inc. and The Chase
Manhattan Bank, as Trustee(3)
2.7 Supplemental Indenture, dated as of May 26, 2000, between
Celestica Inc. and The Chase Manhattan Bank, as Trustee(7)
2.8 Indenture, dated as of August 1, 2000, between
Celestica Inc. and The Chase Manhattan Bank, as Trustee
(including forms of the Outstanding Notes)(8)
2.10 Credit Agreement, dated as of July 7, 1998, between
Celestica Inc., the subsidiaries of Celestica Inc.,
specified therein as Designated Subsidiaries, The Bank of
Nova Scotia, as Administrative Agent, The Bank of Nova
Scotia, as Canadian Facility Agent, The Bank of Nova Scotia,
as U.S. Facility Agent, The Bank of Nova Scotia, as
U.K. Facility Agent, the financial institutions named in
Schedule A as Canadian lenders, the financial institutions
named in Schedule B as U.S. lenders, and the financial
institutions named in Schedule C as U.K. lenders(3)
2.11 Revolving Term Credit Agreement, dated as of April 22, 1999,
between Celestica Inc., the subsidiaries of Celestica Inc.,
specified therein as Designated Subsidiaries, The Bank of
Nova Scotia, as Administrative Agent, The Bank of Nova
Scotia, as Canadian Facility Agent, The Bank of Nova Scotia,
as U.S. Facility Agent, The Bank of Nova Scotia, as
U.K. Facility Agent, the financial institutions named in
Schedule A as Canadian lenders, the financial institutions
named in Schedule B as U.S. lenders, and the financial
institutions named in Schedule C as U.K. lenders(9)
3. Certain Contracts:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 Management Services Agreement, dated as of July 7, 1998,
among Celestica Inc., Celestica North America Inc. and Onex
Corporation(5)
3.2 Asset Purchase Agreement, dated as of January 12, 2000,
among Celestica Corporation, Celestica Inc. and
International Business Machines, Inc.
3.3 Quota (Share) Purchase Agreement, dated February 9, 2000,
between Celestica Inc., Celestica Europe Inc., IBM
Italia S.p.A. and IBM Semea Servizi Finanziari S.p.A.
3.4 Quota Purchase Agreement, dated June 22, 2000, between NEC
do Brasil S.A. and Celestica Inc.
3.5 Amended and Restated Asset Purchase Agreement, dated as of
December 5, 2000, between Celestica Corporation, Celestica
Ireland Limited, Motorola, Inc. and Motorola B.V.
3.6 Asset Purchase Agreement, dated as of February 19, 2001, by
and between Avaya Inc. and Celestica Corporation
3.6.1 Amendment No. 1 to the Asset Purchase Agreement, dated as of
May 4, 2001, by and between Avaya Inc. and Celestica
Corporation
3.7 Employment Agreement, dated as of October 22, 1996, by and
between Celestica, Inc. and Eugene V. Polistuk(1)
3.8 Employment Agreement, dated as of October 22, 1996, by and
between Celestica, Inc. and Anthony P. Puppi(1)
3.9 Employment Agreement, dated as of October 22, 1996, by and
between Celestica, Inc. and Daniel P. Shea(1)
3.10 Employment Agreement, dated as of June 30, 1998, by and
between Celestica Inc. and R. Thomas Tropea(4)
3.11 Celestica, Inc. Employee Share Purchase and Option Plan
(1997)(2)
3.12 Celestica, Inc. -- Celestica Retirement Plan (Canada)(2)
3.13 D2D Employee Share Purchase and Option Plan (1997)(2)
3.13.1 Amended and Restated D2D Employee Share Purchase and Option
Plan
3.14 Celestica 1997 U.K. Approved Share Option Scheme(1)
3.15 D2D Pension Plan(2)
3.16 D2D Supplementary Pension Plan(2)
3.17 Celestica Inc. -- Long-Term Incentive Plan(5)
3.17.1 Amended and Restated Celestica Inc. -- Long Term Incentive
Plan
3.18 Celestica Inc. -- Employee Share Ownership Plan(5)
3.18.1 Amended and Restated Celestica Inc. -- Employee Share
Ownership Plan
8.1 Subsidiaries of Registrant
------------
(1) Incorporated by reference to the Registration Statement on Form F-1 of
Celestica Inc. filed on April 29, 1998 (Registration No. 333-8700).
(2) Incorporated by reference to Amendment No. 1 to the Registration Statement
on Form F-1 of Celestica Inc. filed on June 1, 1998 (Registration
No. 333-8700).
(3) Incorporated by reference to the Registration Statement on Form F-1 of
Celestica Inc. filed on February 16, 1999 (Registration No. 333-10030).
(4) Incorporated by reference to the Annual Report on Form 20-F of
Celestica Inc. filed on May 18, 2000.
(5) Incorporated by reference to Amendment No. 3 to the Registration Statement
on Form F-1 of Celestica Inc. filed on June 25, 1998 (Registration
No. 333-8700).
(6) Incorporated by reference to Amendment No. 1 to the Registration Statement
on Form F-4 of Celestica International Inc. filed on March 5, 1997
(Registration No. 333-6308).
(7) Incorporated by reference to the Registration Statement on Form F-3 of
Celestica Inc. filed on July 24, 2000 (Registration No. 333-12272).
(8) Incorporated by reference to the Current Report on Form 6-K of
Celestica Inc. for the month of August, 2000.
(9) Incorporated by reference to the Current Report on Form 6-K for the month of
February 2000.