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•	our customers' ability to compete and succeed in the marketplace with the services we provide and the products we manufacture;

•	customer and end market concentration and the challenges of diversifying our customer base and replacing revenue from completed or lost programs or customer disengagements;

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

•	higher concentration of fulfillment services and/or other lower margin programs impacting gross profit;

•	price, margin pressures, and other competitive factors generally affecting, and the highly competitive nature of, the EMS industry;

•	price and other competitive factors affecting our Communications and Enterprise end markets;

•	responding to changes in demand, rapidly evolving and changing technologies, and changes in our customers' business and outsourcing strategies, including the insourcing of programs;

•	customer, competitor and/or supplier consolidation;

•	integrating any acquisitions or strategic transactions (including "operate-in-place" arrangements);

•

our having sufficient financial resources and working capital to fund currently anticipated financial obligations and to pursue desirable business opportunities, and potential negative impacts on our liquidity, financial condition and/or results of operations resulting from significant uses of cash and/or any future securities issuances or increased third-party indebtedness for acquisitions or to otherwise fund our operations;

•	delays in the delivery and availability of components, services and materials, including from suppliers upon which we are dependent for certain components;

•	our restructuring actions, including achieving the anticipated benefits therefrom, and the potential negative impact of transitions resulting from our restructuring actions on our operations;

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

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

•

disruptions to our operations, or those of our customers, component suppliers and/or logistics partners, including as a result of global or local events outside our control (including as a result of Brexit and/or policies or legislation proposed or instituted by the current U.S. administration, including the impact of the U.S. Tax Reform on our operations, or those of our customers, component suppliers and/or logistics partners);

•	retaining or expanding our business due to execution issues relating to the ramping of new and existing programs or new offerings;

•	the expansion or consolidation of our operations;

•	recruiting or retaining skilled talent;

•	changes to our operating model;

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

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

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•	non-performance by counterparties, including our former solar supplier, from whom we have accounts receivable outstanding;

•	our financial exposure to foreign currency volatility, including fluctuations that may result from Brexit and/or policies or legislation proposed or instituted by the current U.S. administration;

•	managing our global operations and supply chain;

•

the failure to obtain (or a delay in obtaining) the necessary regulatory approvals or the failure to satisfy the other closing conditions required for our purchase of Atrenne, a material adverse change at Atrenne, the failure to consummate our purchase of Atrenne in a timely manner or at all, our failure to obtain adequate funding for the acquisition on acceptable terms, the purchase price varying from the expected amount, and if the acquisition is consummated, a failure to achieve the anticipated benefits therefrom, to successfully integrate the acquisition, to further develop our capabilities in the aerospace and defense market or otherwise expand our portfolio of solutions, and/or to achieve the other expected benefits from the acquisition;

•	our dependence on industries affected by rapid technological change;

•	any failure to adequately protect our intellectual property or the intellectual property of others;

•	increasing income and other taxes, tax audits, and challenges of defending our tax positions, and obtaining, renewing or meeting the conditions of tax incentives and credits;

•	the potential that conditions to closing the Toronto Real Property Transactions may not be satisfied on a timely basis or at all;

•	the costs, timing and/or execution of relocating our existing Toronto manufacturing operations and/or corporate headquarters proving to be other than anticipated;

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

•	the variability of revenue and operating results;

•	compliance with applicable laws, regulations, government grants and social responsibility initiatives; and

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

•	production schedules from our customers, which generally range from 30 to 90 days and can fluctuate significantly in terms of volume and mix of products or services;

•	the timing and execution of, and investments associated with, ramping new business, including new business associated with acquisitions;

•	the successful pursuit, completion and integration of acquisitions;

•	the success in the marketplace of our customers' products;

•	the pace of change in our traditional end markets and our ability to retain programs and customers;

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

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

•	supplier performance, pricing and terms;

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

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

•	operational and financial matters, including the extent, timing and costs of replacing revenue from completed or lost programs, or customer disengagements;

•	technological developments;

•	that the impact of the U.S. Tax Reform on our operations will be as we currently anticipate;

•	our ability to recover accounts receivable outstanding from a former solar supplier;

•	the timing, execution and effect of restructuring actions;

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

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

•	the availability of cash resources for repurchases of outstanding subordinate voting shares under our current NCIB; and compliance with applicable laws and regulations pertaining to NCIBs; and

•

applicable regulatory approvals will be obtained and the other closing conditions to our purchase of Atrenne will be satisfied in a timely manner, that our purchase of Atrenne will be consummated in a timely manner and on anticipated terms, that internal cash flow and our ability to incur further indebtedness under our revolving credit facility will be as expected in order to finance the Atrenne acquisition as anticipated, and that, once acquired, we are able to successfully integrate Atrenne, further develop our capabilities in the aerospace and defense market, expand our portfolio of solutions, and achieve the other expected benefits from the acquisition.

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(1)	Changes in accounting policies:

(2)	SG&A expenses include research and development costs of $26.2 million in 2017, $24.9 million in 2016, $23.2 million in 2015, $19.7 million in 2014, and $17.4 million in 2013.

(3)	Other charges in 2013 totaled $4.0 million, comprised primarily of: (a) $28.0 million in restructuring charges, offset in part by (b) a $24.0 million recovery of damages from the settlement of class action lawsuits in which we were a plaintiff.

(4)	Refund interest income represents the refund of interest on cash then-held on account with tax authorities in connection with the resolution of certain previously-disputed tax matters in the second half of 2016. See notes 17, 20 and 24 to the Consolidated Financial Statements in Item 18.

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

(6)	Calculated as current assets less current liabilities.

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

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

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

•	customers' financial condition;

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

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

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

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

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

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•	unanticipated customer disengagements;

•	the timing of expenditures in anticipation of future orders;

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

•	operational inefficiencies and disruptions in production at individual sites;

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

•	current or future litigation;

•	governmental actions or changes in legislation;

•	currency fluctuations; and

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

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

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

•

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

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(1)	Represents estimated square footage being used.

(2)	Our owned property in Canada is included in the assets pledged as security for borrowings under our credit agreement.

(3)	Represents multiple locations.

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

(5)

In July 2015, we entered into an agreement to sell our real property located in Toronto, Ontario, which includes the site of our corporate headquarters and our Toronto manufacturing operations. The closing is subject to various conditions and is currently anticipated to occur during 2018. We have agreed upon closing to enter into a short-term interim lease with the purchasers of such property for our existing corporate headquarters and manufacturing premises on a portion of the real estate on a rent-free basis (subject to certain payments including taxes and utilities), followed by a long-term lease for our new corporate headquarters based on commercially reasonable arm's-length terms. Whether or not this transaction is consummated, however, we are moving our existing Toronto manufacturing operations to another location, and in connection therewith, entered into a long-term lease in November 2017 (in the Greater Toronto area) for the relocation of our Toronto manufacturing operations (the new facility will reduce excess capacity that we had in our previous location). Occupancy is anticipated to commence at the end of the first quarter of 2018. We expect to complete the transition to this new location by the end of the first quarter of 2019. In addition (should the sale be consummated), we intend to move our corporate headquarters to a temporary location while space in a new office building (to be built by the purchasers of our Toronto real estate on the site of our current location) is under construction. The temporary office relocation is currently expected to occur by the end of the first quarter of 2019. We will incur significant costs throughout the transition period (which commenced in the fourth quarter of 2017) to relocate our corporate headquarters and to transfer our Toronto manufacturing operations to its new location, and as we prepare and customize the new site to meet our manufacturing needs (all of which is anticipated to be funded with cash on hand). These costs will consist of building improvements and new equipment, as well as transition-related costs (direct relocation costs, duplicate costs incurred during the transition period, as well as cease-use costs incurred in connection with idle or vacated portions of the relevant premises that we would not have incurred but for these relocations). During the fourth quarter of 2017, we recorded $1.6 million of such transition costs. We expect to incur approximately $16 million in building improvement and capital expenditure costs for the new manufacturing location, all anticipated to be incurred during 2018, and to be funded from cash on hand. We have incurred approximately $2 million of such costs through February 14, 2018. The costs, timing and execution of this relocation could have a material adverse impact on our business, our operating results and our financial position. See Item 5, "Operating and Financial Review and Prospects — Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity, "Cash requirements."

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(i)

Includes $52.3 million of A/R sold to a third-party bank at December 31, 2017 ($55.1 million at September 30, 2017; $65.4 million at June 30, 2017; $44.5 million at March 31, 2017; $51.4 million at December 31, 2016) in connection with a customer's uncommitted supplier financing program that we joined in the fourth quarter of 2016. We utilized this program to receive earlier payment on such customer's A/R, to substantially offset the effect of extended payment terms required by such customer on our working capital.

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(i)

Represents mandatory principal repayment obligations for our borrowings under the Revolving Facility and the Term Loan (based on amounts outstanding as of December 31, 2017), which mature concurrently on May 29, 2020, and excludes related interest and fees. The Term Loan requires mandatory quarterly principal repayments of $6.25 million until its maturity (when remaining amounts outstanding are due), and borrowings under the Revolving Facility are due upon maturity. Borrowings under the Revolving Facility bear interest for the period of the draw at various base rates selected by us consisting of LIBOR, Prime, Base Rate Canada, and Base Rate (each as defined in our current credit agreement), plus a margin ranging from 0.6% to 1.4% (except in the case of the LIBOR base rate, in which case, the margin ranges from 1.6% to 2.4%), based on a specified financial ratio based on indebtedness. Outstanding amounts under the Term Loan bear interest at LIBOR plus a margin ranging from 2.0% to 3.0% based on the same financial ratio. Based on the rates and the principal amount outstanding under the Term Loan ($187.5 million) and the Revolving Facility ($0.00) as of December 31, 2017, interest and fees are estimated to be less than $2 million per quarter, however, our interest expense is expected to increase by approximately $1 million per quarter if we use the Revolving Facility to partially fund our acquisition of Atrenne as anticipated. Actual amounts could differ materially from these estimates. Payment defaults under the credit facility will incur interest on unpaid amounts at an annual rate equal to the sum of (i) 2%, plus (ii) the Prime Rate, in the case of overdue amounts payable in Canadian dollars, or the Base Rate Canada, in the case of overdue amounts payable in U.S. dollars. If an event of default occurs and is continuing, the administrative agent may declare all advances on the facility to be immediately due and payable, and may cancel the lenders' commitments to make further advances thereunder. See “Capital Resources” below and note 12 to our 2017 audited consolidated financial statements for a description of our credit facility, including amounts outstanding thereunder, repayment dates and interest obligations.

(ii)	Represents contractual obligations under finance leases, including $11.1 million related to solar panel manufacturing equipment (recorded as a current liability at December 31, 2017). In connection with the anticipated disposition of our solar equipment, we terminated and settled the remaining lease obligations related to this equipment in full in January 2018.

(iii)

Based on our latest actuarial valuations, we estimate our funding requirement for 2018 to be $11.9 million (2017 — $11.9 million; 2016 — $19.4 million). In mid-2016, we provided a parental guarantee to the Trustees of our U.K. pension plans, and since the plans were considered sufficiently funded, no further contributions to these plans were required. See further details in note 19 to our 2017 audited consolidated financial statements. A significant deterioration in the asset values or asset returns could lead to higher than expected future contributions. Risks and uncertainties associated with actuarial valuation measurements may also result in higher future cash contributions. We fund our pension contributions from cash on hand. Although we have defined benefit plans that are currently in a net unfunded position, we do not expect our pension obligations will have a material adverse impact on our future results of operations, cash flows or liquidity.

(iv)

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

(vi)	This table excludes $27.5 million of long-term deferred income tax liabilities and $35.4 million of provisions and other non-current liabilities primarily pertaining to warranties and asset retirement obligations, as we are unable to reliably estimate the timing of any future payments related thereto. However, long-term liabilities included in our consolidated balance sheet include these items.

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(iii)

Our capital spending varies each period based on the timing of new business wins and forecasted sales levels. Based on our current operating plans, we anticipate capital spending for 2018 to be approximately 1.5% to 2.0% of revenue, and expect to fund these expenditures from cash on hand and through the financing agreements described below. As at December 31, 2017, we had committed $27.5 million for capital expenditures, principally for machinery and equipment to support new customer programs, of which approximately 40% is committed for Asia, 25% is committed for North America (excluding Canada), 20% is committed for Canada and 15% is committed for Europe.

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(1)	Chair of the Board since April 2012

*	Onex holds an approximate 79% voting interest in Celestica. See "Controlling Shareholder Interest" under Item 4(B) above.

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

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*	Onex holds an approximate 79% voting interest in Celestica. See "Controlling Shareholder Interest" under Item 4(B) above.

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(1)	Does not include Mr. Mionis, President and Chief Executive Officer (“CEO”) of the Corporation, whose compensation is set out in Table 15. Does not include fees payable to Onex for the service of Mr. Popatia as a director, which is described in footnote 9 to Table 2.

(2)

Directors may also receive further retainers and meeting fees for participation on ad hoc committees. No fees were paid for participation on the Director Search Committee (an ad hoc committee formed to identify potential new directors) during 2017. The Board has the discretion to grant supplemental equity awards to individual directors as deemed appropriate (no such discretion was exercised in 2017).

(3)	Paid on a quarterly basis.

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

(5)	The Chair of the Board also served as the Chair of the Nominating and Corporate Governance Committee in 2017, for which no additional fee was paid.

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

(1)

Directors must elect to receive either 75% or 100% of their Annual Fees (set forth in the “Total Fees” column above) in DSUs (i.e., at least 75% of such fees are payable in DSUs). If a director does not make such election, 100% of such director’s Annual Fees will be paid in DSUs. The Annual Fees received by directors in DSUs for 2017 were credited quarterly, and the number of DSUs granted in respect of the amounts credited quarterly was determined using the closing price of the SVS on the NYSE on the last business day of each quarter, which was $14.53 on March 31, 2017, $13.58 on June 30, 2017, $12.38 on September 29, 2017 and $10.48 on December 29, 2017.

(2)	Amounts in this column for each of Messrs. DiMaggio, Gross and Ryan and Ms. Koellner (who elected to receive 75% of their Annual Fees in DSUs), represent the grant date fair value of DSUs issued in respect of 75% of their Annual Fees. Amounts in this column for each of Messrs. Etherington, Natale

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

(4)	During 2017, Mr. Etherington was the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee. Mr. Etherington received an annual Board Chair retainer fee in the amount of $360,000. He did not receive a committee chair annual retainer in his capacity as Chair of the Nominating and Corporate Governance Committee.

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

(6)	Mr. Gross resigned from the Board effective November 1, 2017.

(7)	Mr. Natale resigned from the Board effective July 26, 2017.

(8)	Mr. Natale was Vice-Chair of the Board until his resignation from the Board effective July 26, 2017. He did not receive an additional retainer in his capacity as Vice-Chair of the Board.

(9)

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

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

(11)	No fees were paid for participation on the Director Search Committee during 2017.

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(1)	Represents all outstanding DSUs, including the regular quarterly grant of DSUs issued on January 1, 2018 in respect of the fourth quarter of 2017.

(2)	The market value of DSUs was determined using a share price of $10.48, which was the closing price of the SVS on the NYSE on December 29, 2017.

(3)	Mr. Popatia did not have any share-based awards from the Corporation outstanding as of December 31, 2017; however 196,390 DSUs have been issued to Onex (and are outstanding) pursuant to the Services Agreement since its inception, including 18,721 DSUs issued to Onex for the services of Mr. Popatia as a director of the Corporation in 2017. For further information see footnote 9 to Table 2.

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

(2)	As of February 14, 2018, Mr. Etherington also owned 10,000 subordinate voting shares of Onex and Mr. Popatia owned 3,894 subordinate voting shares of Onex. Other than Messrs.  Etherington and Popatia, no director of the Corporation during 2017 owned, and no current director nominee owns, shares of Onex.

(3)	18,721 DSUs were issued to Onex for the services of Mr. Popatia as a director of the Corporation in 2017. 196,390 DSUs have been issued to Onex (and are outstanding) pursuant to the Services Agreement since its inception. Onex’s beneficial ownership of securities of the Corporation (which does not include DSUs) is set forth in footnote 2 to the Major Shareholder’s Table in Item 7(A).

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(1)	As President and CEO of the Corporation, Mr. Mionis is subject to the Executive Share Ownership Guidelines. As an officer of Onex, Mr. Popatia is not subject to the Director Share Ownership Guidelines.

(2)	The value of the aggregate number of SVS and DSUs held by each director is determined using a share price of $10.48, which was the closing price of the SVS on the NYSE on December 29, 2017.

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(1)	Messrs. Gross and Natale resigned from the Board of Directors effective November 1, 2017 and July 26, 2017, respectively. Their attendance in this table represents meetings which occurred during their respective service periods.

•	Michael P. McCaughey – President, CCS;

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

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

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

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

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

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

•	recognize differing roles and responsibilities, and that the executives work as a team to achieve corporate results; and

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

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(1)

Services for 2017 and 2016 included support on executive compensation matters that are part of its annual agenda (e.g., executive compensation competitive market analysis, review of trends in executive compensation, peer group review, pay-for-performance analysis and assistance with executive compensation-related disclosure), annual valuation of PSUs for accounting purposes, attendance at all Compensation Committee meetings, and support with ad-hoc executive compensation issues that arose throughout the year. Services for 2017 also included advice on incentive plan design changes, research and commentary on strategic incentive awards and total shareholder return (“TSR”) peer group analysis. Services for 2016 also included incentive plan design review and business strategy review.

(2)	Services for 2016 consisted of a review of competitive levels of compensation for our non-NEO executives.

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(1)	All data was provided by the Compensation Consultant (sourced by it from Standard & Poor’s Capital IQ), reflecting fiscal year 2016 revenue for each company, and is presented in U.S. dollars.

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

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

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

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

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

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

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(1)	Grants were based on a share price of $13.66, which was the closing price of the SVS on the NYSE on January 30, 2017 (the last business day before the date of grant).

(2)	Assumes achievement of 100% of target level performance.

(3)	Represents the aggregate grant date fair value of the RSUs and PSUs.

(4)

Represents: (i) the equity awards granted to Mr. Chawla during 2017 for his role as Senior Vice President, Finance of the Corporation, based on a share price of $13.66, the closing price of the SVS on the NYSE on January 30, 2017 (the last business day before the date of grant); and (ii) the one-time award of 48,180 RSUs granted on June 5, 2017 in recognition of Mr. Chawla’s significantly expanded responsibilities upon his appointment as interim CFO, based on a share price of $14.01, the closing price of the SVS on the NYSE on June 2, 2017 (the last business day before the date of grant).

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•	Celestica’s TSR will be ranked against that of each of the TSR Comparators;

•	the percentage of PSUs that will vest and become payable on the applicable release date will correspond to Celestica’s TSR position as set out in the table below;

•

Celestica’s percentile position will be calculated by first arranging the TSR results from highest to lowest for all TSR Comparators, excluding Celestica, and calculating the percentile rank for each TSR Comparator. The percentage of PSUs that will vest and become payable on the release date with respect to Celestica’s TSR positioning will be calculated by interpolating between the corresponding payout percentages immediately above and immediately below Celestica’s percentile position as set out in the table below; and

•	if Celestica’s TSR is less than 0%, then regardless of Celestica’s TSR positioning amongst the TSR Comparators, the maximum number of PSUs that may vest and become payable on the applicable release date will be 100% of the target number issued.

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(1)

See “Non-IFRS measures” in Item 5, “Operating and Financial Review and Prospects” above for a discussion of, among other things, how non-IFRS operating margin (adjusted EBIAT Margin) and non-IFRS adjusted ROIC are calculated and used, as well as a reconciliation of such non‑IFRS measures to the most directly comparable IFRS measures. These non‑IFRS measures do not have any standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies.

(2)

Non-IFRS Operating Margin is a non‑IFRS measure calculated as non-IFRS operating earnings (adjusted EBIAT) divided by Revenue. “Adjusted EBIAT” is defined as earnings before interest and fees relating to the Corporation’s credit facility, accounts receivable sales program, and a customer’s supplier financing program, amortization of intangible assets (excluding computer software), income taxes and in periods where such charges have been recorded, employee stock‑based compensation expense, restructuring and other charges, including acquisition-related consulting, transaction, and integration costs (net of recoveries) and Toronto transition costs (recoveries), impairment charges, other charges relating to the Corporation’s solar panel manufacturing business, and refund interest income with respect to amounts previously held on account with Canadian tax authorities. See footnote (1) above for information on where to find a discussion of the components of these measures, as well as a reconciliation of such measures to the most directly comparable IFRS measures.

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

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(4)

Non-IFRS adjusted ROIC is a non-IFRS measure calculated by dividing non-IFRS adjusted EBIAT by average net invested capital, where average net invested capital consists of the following IFRS measures: total assets less cash, accounts payable, accrued and other current liabilities and provisions, and income taxes payable, using a five-point average to calculate average net invested capital for the year. A comparable measure under IFRS would be determined by dividing IFRS earnings before income taxes by net invested capital, however, this measure is not a measure defined under IFRS. See footnote (1) above for information on where to find a discussion of the components of this measure, as well as a reconciliation of such measure to the most directly comparable IFRS measure.

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(1)	The Target Incentive for each of Messrs. Mionis, McCaughey and Lawless and Ms. DelBianco was not changed from 2016. Mr. Chawla’s Target Incentive increased from 60% to 80% upon his appointment as CFO effective October 19, 2017.

(2)	As Messrs. Mionis, Chawla and Lawless’ salaries varied during 2017, each of their Target Awards is equal to their Target Incentive multiplied by the prorated amount of their annualized salaries in respect of 2017.

(3)	Amounts in this column for Mr. Chawla for 2017 do not include the one-time cash award of C$260,000 paid to him in 2017 (in two equal instalments) in connection with his appointment as interim CFO, which was not a CTI incentive payment.

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•	the mix of equity will be comprised of 40% RSUs and 60% PSUs (it was previously comprised of 50% RSUs and 50% PSUs);

•	elimination of non-IFRS ROIC as a performance measure from the CPF of the CTI;

•	50% of the CPF will be based on the achievement of specified revenue goals and 50% of the CPF will be based on the achievement of specified non-IFRS Operating Margin goals; and

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•

the number of PSUs that will actually vest will continue to range from 0% to 200% of the target number granted and will be primarily based on the Corporation’s non-IFRS Operating Margin (“EBIAT Result”) in the final year of the three-year performance period, and then modified by the Corporation’s non-IFRS adjusted ROIC (“ROIC Factor”) and relative TSR achievements (“TSR Factor”) over the performance period in accordance with the following formula:

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(1)

All amounts in this column represent the grant date fair value of share-based awards. Amounts in this column for 2017 represent: (i) RSU and PSU grants made on January 31, 2017 to all NEOs; (ii) for Mr. Chawla, includes the additional one-time RSU grant made on June 5, 2017; and (iii) for Mr. Myers, includes the additional one-time PSU grant made on March 6, 2017. Grants were based on a share price of $13.66, which was the closing price of the SVS on the NYSE on January 30, 2017 (the day prior to the date of the grant), except for the one-time additional grants made to Messrs. Chawla and Myers, which were based on a share price of $14.01 and $13.56, respectively, which was the closing price of the SVS on the NYSE on June 2, 2017 and March 3, 2017 (the last business days prior to the respective dates of grant). Amounts in this column for 2016 represent RSU and PSU grants made on February 1, 2016 under the CSUP. Grants were based on a share price of $9.06, which was the closing price of the SVS on the NYSE on January 29, 2016 (the day prior to the date of grant). See Compensation Discussion and Analysis – Compensation Elements for the Named Executive Officers – Equity‑Based Incentives for a description of the process followed in determining the grants for 2017, and see Compensation Discussion and Analysis – 2017 Compensation Decisions – Equity‑Based Incentives for a description of the vesting terms of the RSU and PSU awards. Amounts in this column for 2015 represent RSUs granted as special equity awards on April 30, 2015 to the executive team in connection with the transition of the Corporation’s CEO. Grants were based on a share price of $12.18, which was the closing price of the SVS on the NYSE on April 29, 2015 (the day prior to the date of grant). As described above, commencing with the annual equity grants made in 2016, grants made in-year are reported for such year rather than the most recently completed year.

(2)

The estimated accounting fair value of the share‑based awards is calculated using the market price of SVS as defined under each of the plans and various fair value pricing models. The grant date fair value of the RSU portion of the share‑based awards in Table 15 is the same as the accounting fair value of such awards. The accounting fair values for the PSU portion of the 2016 and 2017 share‑based awards reflects various assumptions as to estimated vesting for such awards in accordance with applicable accounting standards. The grant date fair value for the PSU portion of the share‑based awards reflects the dollar amount of the award intended for compensation purposes, based on the market value of the underlying shares on the grant dates based on an assumption of the vesting of 100% of the target number of PSUs granted. The accounting fair value for these NEOs assumed a zero forfeiture rate for all equity‑based awards. 60% of the PSUs granted with respect to 2016 and 2017 performance vest depending on the level of achievement of a market performance condition, TSR, over a three-year period relative to the TSR of a pre-defined comparator group. The comparator group was based on the S&P 1500 Technology Index for each of 2016 and 2017 with the addition of Flex Ltd., and which remain publicly traded on an established U.S. stock exchange for the entire performance period. The cost the Corporation records for the PSUs that vest based on TSR performance is determined using a Monte Carlo simulation model. The number of awards expected to be earned is factored into the grant date Monte Carlo valuation for the award. The grant date fair value is not subsequently adjusted regardless of the eventual number of awards that are earned based on the market performance condition. 40% of the PSUs granted vest depending on the level of achievement of non-IFRS adjusted ROIC (a non-market performance condition), in the final year of a three-year vesting period, based on Celestica’s non-IFRS adjusted ROIC relative to the non-IFRS adjusted ROIC of a pre-determined EMS competitor group (in each case as determined by the Corporation).

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(3)	Amounts in this column for 2015 represent the grant date fair value special sign-on grant of stock options under the LTIP granted to Mr. Mionis on August 1, 2015 in connection with his appointment as President and CEO. There were no other stock options granted to the NEOs with respect to 2015, 2016 or 2017 performance.

(4)

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

(5)

Amounts in this column represent Celestica’s contributions to defined contribution pension plans on behalf of the NEOs. Pension values for Mr. Mionis are reported in U.S. dollars. For 2017, his pension values include $155,821 in U.S. dollars representing the pension value from the U.S. pension plans. For 2016, his pension values include $8,088 in U.S. dollars representing the pension value from the U.S. pension plans and $133,174 having been converted from Canadian dollars representing the pension value from the Canadian Pension Plans (as defined below). See Pension Plans for a full description of the plans Mr. Mionis participated in during 2017. Pension values for Messrs. Myers, McCaughey and Lawless and Ms. DelBianco are reported in U.S. dollars, having been converted from Canadian dollars. Amounts were converted to U.S. dollars at the average exchange rate for 2017 of $1.00 equals C$1.2984.

(6)

Amounts in this column for Mr. Mionis represent amounts for items provided for under the CEO Employment Agreement, which for 2017 consisted of tax equalization payments of $624,011, housing expenses of $73,669 while in Canada, group life insurance premiums of $1,177, a 401(k) contribution of $16,200, travel expenses between Toronto and Arizona of $4,346, a tax preparation fee of $500 and the cost of a comprehensive medical exam at a private health clinic of $1,995. For 2016, the amount in this column for Mr. Mionis consisted of tax equalization payments of $124,548, housing expenses of $75,916 while in Canada, group life insurance premiums of $1,089, a 401(k) contribution of $10,298, travel expenses between Toronto and Arizona of $28,795, tax preparation fees of $23,168 and the cost of a comprehensive medical exam at a private health clinic of $1,809; and for 2015 included the Contractual Payment. Amounts in this column for Mr. Lawless for 2017 consisted of tax equalization payments of $17,610 and a 401(k) contribution of $16,200. In accordance with the Corporation's Short Term Business Travel Program, the Compensation Committee approved tax equalization payments for Messrs. Mionis and Lawless in order to cover taxes on their compensation in excess of the taxes they would have incurred in the United States. Due largely to variables such as timing and tax rate differences between Canada and the U.S., tax equalization amounts may vary from one year to the next and the net benefit may be positive or negative in the year. While the Corporation is incorporated and headquartered in Canada, our business is global and we compete for executive talent worldwide. As a result, we believe it is appropriate to make tax equalization payments in order to attract and retain non-Canadian executive officers with specific capabilities.

(7)

Mr. Mionis was appointed as President and CEO of the Corporation and as a member of the Board, effective August 1, 2015 and accordingly, annualized amounts for 2015 were pro-rated to reflect actual compensation paid, awarded or earned. In January 2017, the Compensation Committee approved an increase in Mr. Mionis’ annual base salary from $850,000 to $950,000 effective April 1, 2017 in order to align his salary to the median of the Corporation’s competitive benchmark. As such, annualized amounts for 2017 were pro-rated to reflect actual compensation paid, awarded or earned.

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

(9)	Mr. Myers resigned as CFO of the Corporation effective July 31, 2017. See Termination of Employment and Change in Control Arrangements with Named Executive Officers – Arrangements Regarding Resignation of Former CFO.

(10)

Mr. Lawless joined the Corporation effective October 1, 2015. As such, annualized amounts for 2015 were pro-rated to reflect actual compensation paid, awarded or earned. In January 2017, the Compensation Committee approved an increase in Mr. Lawless’ annual base salary from $410,000 to $460,000 effective April 1, 2017 in order to align his salary to the median of the Corporation’s competitive benchmark. As such, annualized amounts for 2017 were pro-rated to reflect actual compensation paid, awarded or earned.

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(1)	See Compensation Discussion and Analysis – 2017 Compensation Decisions – Equity‑Based Incentives for a discussion of the equity grants.

(2)	The value of unexercised in‑the‑money stock options was determined using a share price of C$13.18, which was the closing price of the SVS on the TSX on December 29, 2017, converted to U.S. dollars at the average exchange rate for 2017 of $1.00 equals C$1.2984.

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

(4)

Payout values at minimum vesting include the value of RSUs only, as the minimum value of PSUs would be $0.00 if the minimum performance condition is not met. Payout value at target vesting is determined assuming vesting of 100% of the target number of PSUs granted and payout values at maximum vesting is determined assuming vesting of 200% of the target number of PSUs granted. Payout values for Messrs. Chawla and McCaughey and Ms. DelBianco

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(5)	Mr. Myers resigned as CFO of the Corporation effective July 31, 2017. See Termination of Employment and Change in Control Arrangements with Named Executive Officers – Arrangements Regarding Resignation of Former CFO.

(1)	Amounts in this column and in the sub-tables within this footnote reflect the value of stock options that vested in 2017 and were in-the-money on the vesting date.

(2)	Amounts in this column reflect share‑based awards that were released in 2017. Share‑based awards were released for Messrs. Mionis, Myers and McCaughey, and Ms. DelBianco based on the price of the SVS on the TSX as follows:

(3)

Consists of payments under the CTI made on February 9, 2018 in respect of 2017 performance. For Mr. Chawla, also includes the one-time cash award of C$260,000 paid to him (in two equal instalments) in connection with his appointment as interim CFO. See Compensation Discussion and Analysis – 2017 Compensation Decisions – Annual Incentive Award – Target Award. These are the same amounts as disclosed in Table 15 under the column “Non-equity Incentive Plan Compensation – Annual Incentive Plans”.

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(1)

This table sets forth information, as of December 31, 2017, with respect to subordinate voting shares of the Corporation authorized for issuance under the LTIP, and does not include subordinate voting shares of the Corporation purchased (or to be purchased) in the open market to settle equity awards under the LTIP or the Corporation’s other equity compensation plans. The LTIP, which was approved by the Corporation’s shareholders, is the only equity compensation plan pursuant to which the Corporation may issue new subordinate voting shares to settle equity awards.

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

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

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

(5)	The total number of securities issuable upon the exercise/settlement of outstanding grants under all equity compensation plans approved by shareholders represents 3.471% of the total number of outstanding shares at December 31, 2017 (LTIP (Options) – 0.278%; LTIP (RSUs) – 1.205%; and LTIP (PSUs) – 1.988%).

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

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

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

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

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

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

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

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

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

(j)	amending the amendment provision,

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

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

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

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(1)	The difference between (i) the sum of the Accumulated Value at Start of Year column plus the Compensatory column and (ii) the Accumulated Value at End of Year column is attributable to non-compensatory changes in the Corporation’s accrued obligations during the year ended December 31, 2017.

(2)	The difference between the Accumulated Value at Start of Year reported here and the Accumulated Value at End of Year reported in the 2016 Annual Report for Messrs. Myers, McCaughey and Lawless and Ms. DelBianco is attributable to different exchange rates used in the 2016 Annual Report and this Annual Report. The exchange rate used in the 2016 Annual Report was $1.00 = C$1.3243.

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

(2)	Other benefits consist of group health benefits and pension plan contribution.

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

(2)	Other benefits consist of group health benefits and pension plan contribution.

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

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

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

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(1)	Includes the following, as of December 31, 2017: (i) SVS beneficially owned, (ii) all unvested RSUs, and (iii) PSUs that vested on January 23, 2018 at 56% of target, which, on December 31, 2017, was the Corporation’s anticipated payout and was in fact the resulting payout; the value of which was determined using a share price of $10.48, the closing price of SVS on the NYSE on December 29, 2017.

(2)

Mr. Mionis was appointed as President and CEO of the Corporation and as a member of the Board, effective August 1, 2015 and has five years from the date of hire to achieve the required share ownership. Mr. Mionis’ Share and Share Unit Ownership (Value) of $4,553,487 consists of the following holdings: (i) $515,794 of SVS, and (ii) $4,037,693 of unvested RSUs; the value of which was determined using a share price of $10.48, being the closing price of SVS on the NYSE on December 29, 2017.

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

(4)	Mr. Lawless joined the Corporation as an executive officer effective October 1, 2015 and has five years from that date to achieve the required share ownership.

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

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

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

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*	Less than 1%.

(1)

As used in this table, beneficial ownership means sole or shared power to vote or direct the voting of the security, or the sole or shared investment power with respect to a security (i.e., the power to dispose, or direct a disposition, of a security). A person is deemed at any date to have beneficial ownership of any security that such person has a right to acquire within 60 days of such date. In addition, certain SVS subject to stock options granted pursuant to management investment plans of Onex are included as owned beneficially by named individuals, even though the exercise of these stock options is subject to Onex meeting certain financial targets. More than one person may be deemed to have beneficial ownership of the same securities. Information with respect to stock options held by each NEO, including exercise price and expiration date, is included in Table 16.

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

(3)	Includes SVS subject to a total of 219,981 stock options that are currently exercisable, or will be exercisable within 60 days of February 14, 2018, as follows: Mr. Mionis — 149,477; Ms. DelBianco — 70,504. Information with respect to such stock options, including exercise price and expiration date, is included in Table 16.

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

(5)

Mr. Myers served as Chief Financial Officer of the Company until May 23, 2017, and his employment with the company terminated effective July 27, 2017. Accordingly, Mr. Myers ceased to be an insider of Celestica effective July 27, 2017 and is not required to file insider reports subsequent to that date. Information as to shares beneficially owned or shares over which control or direction is exercised by Mr. Myers is provided based on public filings as of July 27, 2017.

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*	Less than 1%.

(1)

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

(2)

Includes 945,010 MVS held by a wholly-owned subsidiary of Onex, and 814,546 MVS subject to options granted to certain officers of Onex pursuant to certain management investment plans of Onex, which options may be exercised upon specified dispositions by Onex (directly or indirectly) of Celestica's securities, with respect to which Onex has the right to vote or direct the vote ("MIP Options"), including 688,807 MIP Options granted to Mr. Schwartz (each of which MVS will, upon exercise of such options, be automatically converted into an SVS). The percentage ownership of SVS beneficially owned by Onex (assuming conversion of all MVS) was 13.5% as of February 10, 2016, 13.5% as of February 15, 2017 and 13.3% as of February 14, 2018.

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(3)

The number of shares beneficially owned, or controlled or directed, directly or indirectly, by Mr. Schwartz consists of 120,657 SVS owned by a company controlled by Mr. Schwartz, and all of the 18,600,193 MVS and 397,045 SVS beneficially owned, or controlled or directed, directly or indirectly, by Onex. Of Celestica's MVS beneficially owned by Onex, 814,546 MVS are subject to MIP Options, including 688,807 MIP Options granted to Mr. Schwartz (each of which MVS will, upon exercise of such options, be automatically converted into an SVS), and 945,010 MVS are held by a wholly-owned subsidiary of Onex. Mr. Schwartz was a director of Celestica from 1998 through December 31, 2016, and is the Chairman of the Board, President and Chief Executive Officer of Onex. In addition, he indirectly owns multiple voting shares of Onex carrying the right to elect a majority of the Onex board of directors. Accordingly, under applicable securities laws, Mr. Schwartz is deemed to be the beneficial owner of the Celestica shares owned by Onex; Mr. Schwartz has advised Celestica, however, that he disclaims beneficial ownership of the shares held by Onex. The percentage ownership of SVS beneficially owned by Mr. Schwartz (assuming conversion of all MVS) was 13.6% as of February 10, 2016, 13.6% as of February 15, 2017 and 13.4% as of February 14, 2018.

(4)

Letko, Brosseau & Associates Inc. ("Letko") is the beneficial owner of 20,326,063 SVS and has sole voting power and sole dispositive power over these shares. Clients of Letko have the right to receive or the power to direct the receipt of dividends from, or the proceeds from sale of, the SVS reported as beneficially owned by Letko. No clients of Letko beneficially own more than five percent of the SVS. The address of Letko is: 1800 McGill College Av., Suite 2510, Montréal, Québec, Canada H3A 3J6. The number of shares reported as owned by Letko in this Major Shareholders Table and the information in this footnote is based on the Schedule 13G/A filed by Letko with the SEC on February 2, 2018, reporting beneficial ownership as of December 31, 2017. The percentage ownership of SVS beneficially owned by Letko was 14.7% as of February 10, 2016, 16.8% as of February 15, 2017 and 16.4% as of February 14, 2018.

(5)

Connor, Clark & Lunn Investment Management Ltd. ("Connor") is the beneficial owner of 6,591,547 SVS, having sole voting power over 6,591,106 of such shares, and sole dispositive power over all such shares. The address of Connor is: 2300-1111 West Georgia Street, Vancouver, British Columbia, Canada V6E 4M3. The number of shares reported as owned by Connor in this Major Shareholders Table and the information in this footnote is based on the Schedule 13G/A filed by Connor with the SEC on February 14, 2018, reporting beneficial ownership as of December 31, 2017. The percentage ownership of SVS beneficially owned by Connor was 5.8% as of February 10, 2016, 8.0% as of February 15, 2017 and 5.3% as of February 14, 2018.

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•

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

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

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

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

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

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

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(1)

On February 22, 2016, the TSX accepted our notice to launch, and we announced, a normal course issuer bid (the 2016 NCIB). The 2016 NCIB allowed us to repurchase, at our discretion, up to approximately 10.5 million subordinate voting shares in the open market or as otherwise permitted, subject to the normal terms and limitations of such bids. During 2016, we repurchased and cancelled a total of 3.2 million subordinate voting shares under the 2016 NCIB at a weighted average price of $10.69 per share. The maximum number of subordinate voting shares we were permitted to repurchase for cancellation under the 2016 NCIB was reduced by 1.6 million subordinate voting shares, which we purchased in the open market during 2016 to satisfy delivery obligations under our stock-based compensation plans. We did not repurchase any shares for cancellation under the 2016 NCIB during 2017 prior to its expiry on February 23, 2017.

(2)

From time-to-time, a broker has purchased subordinate voting shares in the open market, on our behalf, to settle vested employee awards under our equity-based compensation plans. During 2017, approximately 1.4 million subordinate voting shares were purchased on our behalf by a broker for such purpose (0.3 million of which were purchased during the term of the 2017 NCIB (defined in footnote 3 below), and were therefore not cancelled).

(3)

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

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

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

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

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

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1.	REPORTING ENTITY:

2.	BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES:

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(b)	Basis of consolidation:

(c)	Business combinations:

(d)	Foreign currency translation:

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(e)	Cash and cash equivalents:

(f)	Accounts receivable:

(g)	Inventories:

(h)	Assets classified as held for sale:

(i)	Property, plant and equipment:

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(j)	Leases:

(k)	Goodwill and intangible assets:

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

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(n)	Employee benefits:

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(p)	Income taxes:

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(q)	Financial assets and financial liabilities:

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(r)	Derivatives and hedge accounting:

(s)	Impairment of financial assets:

(t)	Revenue:

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(v)	Research and development:

(w)	Earnings per share (EPS):

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4.	SOLAR PANEL MANUFACTURING BUSINESS:

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5.	ACCOUNTS RECEIVABLE:

6.	INVENTORIES:

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8.	PROPERTY, PLANT AND EQUIPMENT:

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(i)	Includes $4.8 of solar panel manufacturing equipment that we reclassified as assets held for sale during 2017. See note 7. In 2016, we recorded impairment losses of $21.2 primarily to write-down solar panel manufacturing equipment. See note 16(a).

(ii)	The net book value of property, plant and equipment at December 31, 2017 included $7.3 (December 31, 2016 — $8.2) of assets under finance leases. See note 24 for the future minimum lease payments under these finance leases.

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9.	GOODWILL AND INTANGIBLE ASSETS:

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10.	OTHER NON-CURRENT ASSETS:

11.	PROVISIONS:

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

(ii)	Other represents our asset retirement obligations of $6.8, relating to sites that we currently lease.

(iii)	During 2017, we reversed prior year warranty provisions as a result of expired warranties and changes in estimated costs based on historical experience.

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

12.	CREDIT FACILITIES AND LONG-TERM DEBT:

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(i)	We incurred debt issuance costs in connection with an amendment of our credit facility in 2015 to add the Term Loan, which we recorded as an offset against the proceeds from the Term Loan. Such costs are deferred and amortized over the term of the Term Loan using the effective interest rate method.

(ii)

At December 31, 2017, $11.1 (December 31, 2016 — $15.3) of our finance lease obligations related to our solar panel manufacturing equipment. Such solar equipment lease obligations were recorded as current liabilities on our consolidated balance sheet as at December 31, 2017. In connection with the anticipated disposition of such equipment, we terminated and settled these lease obligations in full in January 2018. See note 4.

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(i)

During 2017, we issued 1.7 million (2016 — 0.6 million; 2015 — 0.5 million) subordinate voting shares from treasury upon the exercise of employee stock options for aggregate cash proceeds of $13.6 (2016 — $4.1; 2015 — $3.9). We also issued 1.1 million (2016 — nil; 2015 — 0.8 million) subordinate voting shares from treasury with ascribed values of $9.8 (2016 — nil; 2015 — $6.5) upon the vesting of certain RSUs. We also settled RSUs and PSUs with subordinate voting shares purchased in the open market. Settlement of these awards is described below.

(ii)	During 2017, Onex Corporation converted 346,175 multiple voting shares into subordinate voting shares.

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(1)	No stock options were granted in 2016 or 2017.

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(i)	Net of income tax expense of $2.8 for 2017 (2016 — $1.2 income tax recovery; 2015 — $2.8 income tax recovery).

(ii)	Net of income tax recovery of $0.3 for 2017 (2016 — $1.1 income tax expense; 2015 — $2.9 income tax expense).

(iii)	Net of income tax expense of $1.2 as of December 31, 2017 (December 31, 2016 — $1.3 income tax recovery; December 31, 2015 — $1.2 income tax recovery).

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15.	EXPENSES BY NATURE:

16.	OTHER CHARGES:

(a)	Restructuring:

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(c)	Loss (gain) on pension annuity purchase:

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(e)	Other:

17.	FINANCE COSTS AND REFUND INTEREST INCOME:

18.	RELATED PARTY TRANSACTIONS:

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

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

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

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(i)	Net of income tax recovery of nil for 2017 (2016 — $1.4 income tax expense; 2015 — nil income tax recovery).

(ii)	Net of income tax recovery of $0.7 as at December 31, 2017 (December 31, 2016 — $0.7 income tax recovery; December 31, 2015 — $2.1 income tax recovery).

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

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

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

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

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21.	FINANCIAL INSTRUMENTS AND RISK MANAGEMENT:

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(a)	Currency risk:

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(c)	Credit risk:

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(d)	Liquidity risk:

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

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

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

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22.	CAPITAL DISCLOSURES:

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

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25.	SEGMENT AND GEOGRAPHIC INFORMATION:

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