AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 2003
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 20-F
/ / REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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)
1150 EGLINTON AVENUE EAST
TORONTO, ONTARIO, CANADA M3C 1H7
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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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- Notes due 2020 The New York Stock Exchange
(TITLE OF CLASS) (NAME OF EACH EXCHANGE ON WHICH REGISTERED)
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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:
N/A
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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.
189,538,365 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
Advisers............................................... 1
Item 2. Offer Statistics and Expected Timetable......... 1
Item 3. Key Information................................. 1
A. Selected Financial Data......................... 1
B. Capitalization and Indebtedness................. 5
C. Reasons for Offer and Use of Proceeds........... 5
D. Risk Factors.................................... 5
Item 4. Information on the Company...................... 14
A. History and Development of the Company.......... 14
B. Business Overview............................... 14
C. Organizational Structure........................ 26
D. Description of Property......................... 26
Item 5. Operating and Financial Review and Prospects.... 27
A. Operating Results............................... 31
B. Liquidity and Capital Resources................. 35
C. Research and Development, Patents and Licenses,
Etc................................................. 39
D. Trend Information............................... 39
Item 6. Directors, Senior Management and Employees...... 39
A. Directors and Senior Management................. 39
B. Compensation.................................... 44
C. Board Practices................................. 49
D. Employees....................................... 50
E. Share Ownership................................. 51
Item 7. Major Shareholders and Related Party
Transactions........................................... 55
A. Major Shareholders.............................. 55
B. Related Party Transactions...................... 56
C. Interests of Experts and Counsel................ 57
Item 8. Financial Information........................... 57
A. Consolidated Statements and Other Financial
Information......................................... 57
B. Significant Changes............................. 57
Item 9. The Offer and Listing........................... 57
A. Offer and Listing Details....................... 57
B. Plan of Distribution............................ 59
C. Markets......................................... 60
D. Selling Shareholders............................ 60
E. Dilution........................................ 60
F. Expense of the Issue........................... 60
Item 10. Additional Information......................... 60
A. Share Capital................................... 60
B. Memorandum and Articles of Incorporation........ 60
C. Material Contracts.............................. 62
D. Exchange Controls............................... 62
E. Taxation........................................ 62
F. Dividends and Paying Agents.................... 67
G. Statement by Experts............................ 67
H. Documents on Display............................ 67
I. Subsidiary Information......................... 67
Item 11. Quantitative and Qualitative Disclosures about
Market Risk............................................ 68
Item 12. Description of Securities Other than Equity
Securities............................................. 69
PART II..................................................... 69
Item 13. Defaults, Dividend Arrearages and
Delinquencies.......................................... 69
Item 14. Material Modifications to the Rights of
Security Holders and Use of Proceeds................... 69
Item 15. Controls and Procedures........................ 69
Item 16. [Reserved]..................................... 69
PART III.................................................... 70
Item 17. Financial Statements........................... 70
Item 18. Financial Statements........................... 70
Item 19. Exhibits....................................... 70
i
PART I
IN THIS ANNUAL REPORT, "CELESTICA," THE "COMPANY," "WE," "US" AND "OUR"
REFER TO CELESTICA INC. AND ITS SUBSIDIARIES.
IN DECEMBER 1999, CELESTICA 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 AND ALL REFERENCES TO "C$" ARE
TO CANADIAN DOLLARS. UNLESS WE INDICATE OTHERWISE, ANY REFERENCE IN THIS ANNUAL
REPORT TO A CONVERSION BETWEEN U.S.$ AND C$ IS GIVEN AS OF FEBRUARY 28, 2003. AT
THAT DATE, THE NOON BUYING RATE IN NEW YORK CITY FOR CABLE TRANSFERS IN CANADIAN
DOLLARS WAS U.S.$1.00=C$1.4880, 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 FEBRUARY 28, 2003.
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
U.S. Securities Act, and section 21E of the Securities Exchange Act of 1934, as
amended, or the U.S. 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 challenges of effectively
managing our operations during uncertain economic conditions; the challenge of
responding to lower-than-expected customer demand; the effects of price
competition and other business and competitive factors generally affecting the
electronics manufacturing services, or EMS, industry; our dependence on the
information technology and communications industries; our dependence on a
limited number of customers and on industries affected by rapid technological
change; component constraints; variability of operating results among periods;
and the ability to manage our restructuring and the shift of production to lower
cost geographies.
We disclaim any intention or obligation to update or revise any
forward-looking statements contained in this Annual Report or the documents we
incorporate by reference herein, whether as a result of new information, future
events, or otherwise.
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
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 in Item 18, and the other information in this Annual Report. The
selected financial data is derived from the consolidated financial statements
for the years we present.
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 22
to the Consolidated Financial Statements in Item 18. For all the years
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 net loss for the year ended December 31, 1998 would be $6.2 million
greater due to non-cash charges for compensation expense;
- 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 we 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;
- our net loss for the year ended December 31, 2001 would be $3.2 million
greater due to non-cash charges for compensation expense, $17.7 million
greater due to interest on convertible debt classified as a long-term
liability rather than as an equity instrument, $2.7 million greater due to
other charges, and $12.1 million less due to the gain on a foreign
exchange contract; and
- our net loss for the year ended December 31, 2002 would be $3.8 million
greater due to non-cash charges for compensation expense, $27.8 million
greater due to interest on convertible debt classified as a long-term
liability rather than as an equity instrument, $26.5 million greater due
to other charges, and $8.4 million less due to gain on repurchase of
convertible debt.
YEAR ENDED DECEMBER 31
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1998(1) 1999(1) 2000(1) 2001(1) 2002(1)
--------- --------- --------- --------- ---------
(in millions, except per share amounts)
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
DATA:
Revenue..................................... $3,249.2 $5,297.2 $9,752.1 $10,004.4 $8,271.6
Cost of sales............................... 3,018.7 4,914.7 9,064.1 9,291.9 7,715.8
-------- -------- -------- --------- --------
Gross profit................................ 230.5 382.5 688.0 712.5 555.8
Selling, general and administrative
expenses.................................. 130.5 202.2 326.1 341.4 298.5
Amortization of goodwill and intangible
assets(2)................................. 45.4 55.6 88.9 125.0 95.9
Integration costs related to
acquisitions(3)........................... 8.1 9.6 16.1 22.8 21.1
Other charges(4)............................ 64.7 -- -- 273.1 677.8
-------- -------- -------- --------- --------
Operating income (loss)..................... (18.2) 115.1 256.9 (49.8) (537.5)
Interest expense (income), net(5)........... 32.3 10.7 (19.0) (7.9) (1.1)
-------- -------- -------- --------- --------
Earnings (loss) before income taxes......... (50.5) 104.4 275.9 (41.9) (536.4)
Income tax expense (recovery)............... (2.0) 36.0 69.2 (2.1) (91.2)
-------- -------- -------- --------- --------
Net earnings (loss)......................... $ (48.5) $ 68.4 $ 206.7 $ (39.8) $ (445.2)
======== ======== ======== ========= ========
Basic earnings (loss) per share(6).......... $ (0.47) $ 0.41 $ 1.01 $ (0.26) $ (1.98)
Diluted earnings (loss) per share(6)........ $ (0.47) $ 0.40 $ 0.98 $ (0.26) $ (1.98)
OTHER DATA:
Capital expenditures........................ $ 65.8 $ 211.8 $ 282.8 $ 199.3 $ 151.4
2
AS AT DECEMBER 31
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1998 1999 2000 2001 2002
--------- --------- --------- --------- ---------
(in millions)
CONSOLIDATED BALANCE SHEET DATA:
Cash and short-term investments............. $ 31.7 $ 371.5 $ 883.8 $1,342.8 $1,851.0
Working capital(7).......................... $ 356.2 $1,000.2 $2,262.6 $2,339.8 $2,093.2
Capital assets.............................. $ 214.9 $ 365.4 $ 633.4 $ 915.1 $ 727.8
Total assets................................ $1,636.4 $2,655.6 $5,938.0 $6,632.9 $5,806.8
Total long-term debt, including current
portion................................... $ 135.8 $ 134.2 $ 132.0 $ 147.4 $ 6.9
Shareholders' equity........................ $ 859.3 $1,658.1 $3,469.3 $4,745.6 $4,203.6
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(1) The consolidated statements of earnings (loss) data for:
1998, 1999, 2000, 2001 and 2002 include the results of operations of the
manufacturing operation acquired from Madge Networks N.V. in February 1998,
the manufacturing operation acquired from Lucent Technologies Inc. in
April 1998, Analytic Design, Inc. acquired in May 1998, the manufacturing
operation acquired from Silicon Graphics Inc. in June 1998, and
Accu-Tronics, Inc. acquired in September 1998;
1999, 2000, 2001 and 2002 include the results of operations of International
Manufacturing Services, Inc., or IMS, acquired December 1998, Signar SRO
acquired in April 1999, greenfield operations established in Brazil and
Malaysia in June 1999, VXI Electronics, Inc. acquired in September 1999, the
assets acquired from Hewlett-Packard's Healthcare Group in October 1999, EPS
Wireless, Inc. acquired in December 1999, and certain assets acquired from
Fujitsu-ICL Systems Inc. in December 1999;
2000, 2001 and 2002 include the results of operations of the assets of the
Enterprise System Group and the Microelectronics Division of IBM in
Minnesota and in Italy acquired in February and May 2000, respectively, NDB
Industrial Ltda. acquired in June 2000, Bull Electronics Inc. acquired in
August 2000, and NEC Technologies (UK) Ltd. acquired in November 2000;
2001 and 2002 includes the results of operations of Excel Electronics, Inc.
acquired in January 2001, certain assets of Motorola Inc. in Ireland and
Iowa acquired in February 2001, certain assets of a repair facility of N.K.
Techno Co., Ltd. in Japan acquired in March 2001, certain assets of
Avaya Inc. in Arkansas and Colorado acquired in May 2001, Sagem CR s.r.o.
acquired in June 2001, certain assets of Avaya Inc. in France acquired in
August 2001, certain assets of Lucent Technologies Inc. in Ohio and Oklahoma
acquired in August 2001, Primetech Electronics Inc. acquired in
August 2001, and Omni Industries Limited acquired in October 2001; and
2002 includes the results of operations of certain assets of NEC Corporation
in Miyagi and Yamanashi, Japan acquired in March 2002, and certain assets of
Corvis Corporation in the United States acquired in August 2002.
(2) 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.
In 2001, the Canadian Institute of Chartered Accountants (CICA) approved
Handbook Sections 1581, "Business combinations" and 3062, "Goodwill and
other intangible assets." The new standards mandate the purchase method of
accounting for business combinations and require that the value of the
shares issued in a business combination be measured using the average share
price for a reasonable period before and after the date the terms of the
acquisition are agreed to and announced. The new standards are substantially
consistent with U.S. GAAP.
Effective July 1, 2001, goodwill acquired in business combinations completed
after June 30, 2001 has not been amortized. Celestica has fully adopted
these new standards as of January 1, 2002, and discontinued amortization of
all existing goodwill. We also evaluated existing intangible assets,
including estimates of remaining useful lives, and have reclassed
$9.1 million from intellectual property to goodwill, as of January 1, 2002,
to conform with the new criteria.
Section 3062 required the completion of a transitional goodwill impairment
evaluation within six months of adoption. Any transitional impairment would
have been recognized as an effect of a change in accounting principle and
would have been charged to opening retained earnings as of January 1, 2002.
We completed the transitional goodwill impairment assessment during the
second quarter of 2002, and determined that no impairment existed as of the
date of adoption. Under U.S. GAAP, any transitional impairment charge would
have been recognized in earnings as a cumulative effect of a change in
accounting principle.
3
Effective January 1, 2002, we had unamortized goodwill of $1,137.9 million
which is no longer being amortized. This change in accounting policy is not
applied retroactively and the amounts presented for prior periods have not
been restated for this change. The following table shows the impact of this
change as if the policy had been applied retroactively to 2001:
YEAR ENDED DECEMBER 31
---------------------------
2001 2002
------------ ------------
(in millions, except
per share amounts)
Net loss as reported........................................ $ (39.8) $(445.2)
Add back: goodwill amortization............................. 39.2 --
------- -------
Net loss before goodwill amortization....................... $ (0.6) $(445.2)
======= =======
Basic loss per share:
As reported................................................. $ (0.26) $ (1.98)
Before goodwill amortization................................ $ (0.07) $ (1.98)
Diluted loss per share:
As reported................................................. $ (0.26) $ (1.98)
Before goodwill amortization................................ $ (0.07) $ (1.98)
(3) 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.
(4) In 1998, other charges totaled $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.
In 2001, other charges totaled $273.1 million ($226.4 million after income
taxes) comprised of (a) a $237.0 million restructuring charge, and (b) a
non-cash charge of $36.1 million relating to the annual impairment
assessment of long-lived assets, comprised primarily of a write-down of
goodwill and intangible assets.
In 2002, other charges totaled $677.8 million ($562.6 million after income
taxes) comprised primarily of (a) a $385.4 million restructuring charge,
(b) a non-cash write-down of $203.7 million relating to the annual goodwill
impairment assessment, (c) a non-cash write-down of $81.7 million relating
to the annual impairment assessment of long-lived assets, primarily a
write-down of intangible assets, and (d) a $9.6 million charge for the
premium paid and related deferred financing costs on the redemption of our
Senior Subordinated Notes.
(5) Interest expense (income) is comprised of interest expense incurred on
indebtedness less interest income earned on cash and short-term investments.
(6) In 2001, we retroactively adopted the new CICA Handbook Section 3500,
"Earnings per share," which requires the retroactive use of the treasury
stock method for calculating diluted earnings per share. This change results
in an earnings per share calculation which is consistent with U.S. GAAP.
For purposes of the basic and diluted earnings (loss) per share
calculations, the weighted average number of shares outstanding were:
YEAR ENDED DECEMBER 31
----------------------------------------------------
1998 1999 2000 2001 2002
-------- -------- -------- -------- --------
(in millions)
Basic....................................................... 103.0 167.2 199.8 213.9 229.8
Diluted..................................................... 103.0 171.2 211.8 213.9 229.8
(7) Calculated as current assets less current liabilities.
4
EXCHANGE RATE INFORMATION
The rate of exchange as of February 28, 2003 for the conversion of Canadian
dollars into United States dollars was U.S. $0.6720. The following table sets
forth the exchange rates for the conversion of U.S.$1.00 into C$1.00 as at the
end of the following fiscal periods and the average exchange rates for those
periods (based upon the average of the exchange rates on the last day of each
month during the periods). The rates of exchange set forth herein are shown as,
or are derived from, the reciprocals of the noon buying rates in New York City
for cable transfers payable in Canadian dollars, as certified for customs
purposes by the Federal Reserve Bank of New York. The source of this data is the
Federal Reserve Statistical Releases.
1998 1999 2000 2001 2002
-------- -------- -------- -------- --------
Average(1)...................................... 1.4836 1.4858 1.4855 1.5487 1.5704
MARCH FEBRUARY JANUARY DECEMBER NOVEMBER OCTOBER
2003 2003 2003 2002 2002 2002
-------- -------- -------- -------- -------- --------
High.................................. 1.4905 1.5315 1.5798 1.5792 1.5903 1.5943
Low................................... 1.4659 1.4880 1.5219 1.5478 1.5528 1.5610
------------
(1) Calculated by using the averages of the exchange rates as of the last day of
each month during the period.
The rate of exchange as of February 28, 2003 for the conversion of United
States dollars into Canadian dollars was 1.4880 (U.S.$1 = C$1.4480).
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 CURRENTLY
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; and
- 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 or sourcing plans, 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.
Any one of the following factors or combinations of these factors could also
affect our results of operations for a financial period:
- the level of price competition as a result of the highly competitive
nature of our business;
- our past experience in manufacturing a particular product;
- the degree of automation we use in the assembly process;
5
- whether we are managing our inventories and fixed assets effectively;
- our customer and end-market concentrations;
- the timing of our expenditures in anticipation of increased sales;
- increased or unexpected expenses associated with the shifting of products
between manufacturing locations, including transfer delays from higher
cost locations;
- customer product delivery requirements and shortages of components or
labor;
- the shifting of production by our customers from our operations, to one of
our competitor's operations; 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 order appropriate levels of materials and 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.
Deferred delivery schedules result in a delay, and may result in a reduction in
our revenue from these customers, and also may lead to excess capacity at
affected facilities. Also, certain customers may be unable to pay us or
otherwise meet their commitments under their agreements or purchase orders with
us.
Any of these factors or a combination of these factors could have a material
adverse effect on our results of operations.
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 in 1997, $48.5 million
in 1998, $39.8 million in 2001, and $445.2 million in 2002. In 1997, we incurred
$13.3 million of integration costs related to acquisitions and a $13.9 million
credit loss, with these charges totaling $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 IMS
with these charges totaling $72.8 million ($56.5 million after income taxes). In
2001, we incurred $22.8 million of integration costs related to acquisitions,
$237.0 million of restructuring charges, and a $36.1 million write-down of
certain assets, primarily goodwill and intangible assets, with these charges
totaling $295.9 million ($245.2 million after income taxes). In 2002, we
incurred $21.1 million of integration costs related to acquisitions,
$385.4 million of restructuring charges, a $285.4 million write-down of certain
assets, primarily goodwill and intangible assets, and $9.6 million in deferred
financing costs and debt redemption fees, with these charges totaling
$701.5 million ($582.2 million after income taxes). We may not be profitable in
future periods. In response to the continued limited visibility in end markets,
we plan to further reduce our manufacturing capacity. The reduction in capacity
will result in an estimated pre-tax restructuring charge of between
$50.0 million and $70.0 million, to be recorded during 2003. If end-market
conditions were to weaken significantly from current levels, we may undertake
additional restructuring activities, thereby reducing profitability in future
periods.
WE ARE EXPOSED TO CHANGES IN GENERAL ECONOMIC CONDITIONS
As a result of unfavorable general economic conditions and reduced demand
for technology capital goods, our sales have been particularly volatile in
recent quarters. Specifically, since the first fiscal quarter of 2001, we have
seen declines in the demand for products in the end markets that we serve. If
global economic conditions in
6
the markets we serve do not improve, we may experience a continued material
adverse impact on our business, operating results and financial condition.
THE WAR IN IRAQ, ACTS OF TERRORISM, AND OTHER POLITICAL AND ECONOMIC
DEVELOPMENTS COULD ADVERSELY AFFECT OUR BUSINESS
Increased international political instability, evidenced by the threat or
occurrence of terrorist attacks, enhanced national security measures, sustained
military action in Iraq, other conflicts in the Middle East and Asia, strained
international relations arising from these conflicts and the related decline in
consumer confidence and continued economic weakness, may hinder our ability to
do business and may adversely affect our stock price. Any escalation in these
events or similar future events may disrupt our operations or those of our
customers and suppliers and may affect the availability of materials needed to
manufacture our products or the means to transport those materials to
manufacturing facilities and finished products to customers. These events have
had and may continue to have an adverse impact on the U.S. and world economy in
general and customer confidence and spending in particular, which in turn
adversely affects our revenues and results of operations. The impact of these
events on the volatility of the U.S. and world financial markets could increase
the volatility in our stock price and may limit the capital resources available
to us and our customers or suppliers.
WE ARE UNCLEAR HOW THE SEVERE ACUTE RESPIRATORY SYNDROME (SARS) OUTBREAK
WILL IMPACT OUR BUSINESS
We, our suppliers, and our customers have manufacturing operations in Asia,
the geographic region most directly affected by the current outbreak of the SARS
virus. Existing bans being imposed by some employers on non-essential travel to
this region could begin to impact business in that region, including
postponement of factory maintenance and delay in customer qualification of our
manufacturing facilities for new programs. The continuation of this disease
outbreak in Asia, or its expansion in other regions where we or our customers or
suppliers have operations, could also disrupt our manufacturing supply chain and
adversely affect our operations through higher operating expenses, lower or
delayed production volumes resulting in weaker than expected utilization of our
facilities, and delays in product transfer activities from higher to lower cost
facilities as we implement our restructuring programs.
OUR RESULTS CAN BE AFFECTED BY LIMITED AVAILABILITY OF COMPONENTS
A significant portion of our costs reflects component purchases. 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' viability, financial
stability, and the demand for our customers' end-market products. Our customers,
in turn, depend substantially on the growth of the information technology and
communications industries. These industries are characterized by rapidly
changing technologies and shortening product life cycles. These industries have
been experiencing severe revenue erosion, pricing and margin pressures, excess
inventories, and increased difficulty in attracting capital. These factors
affecting the information technology and communications industries in general,
and the impact these factors might have from time to time on our customers in
particular, could continue to have a material adverse effect on our business.
WE FACE CUSTOMER CREDIT RISK
We generate significant accounts receivable and inventory balances in
providing manufacturing services to our customers. We may encounter significant
delays or defaults in payments owed to us by customers.
7
WE DEPEND ON A LIMITED NUMBER OF CUSTOMERS
Our three largest customers in 2002 were IBM Corporation, Sun
Microsystems Inc., and Lucent Technologies Inc., which each represented more
than 10% of our total 2002 revenue and collectively represented 48% of our total
2002 revenue. Our next seven largest customers collectively represented 37% of
our total revenue in 2002. IBM Corporation, Sun Microsystems Inc., and Lucent
Technologies Inc., our three largest customers in 2001, each represented more
than 10% of our total 2001 revenue and collectively represented 55% of our total
2001 revenue. Our next seven largest customers represented 29% of total 2001
revenue. We expect to continue to depend upon a relatively small number of
customers for a significant percentage of our revenue.
Our mix of business with customers in higher complexity communications and
information technology products had a major impact on our results in 2002 as
spending in these areas was adversely affected. We saw the biggest declines in
revenues from our top 10 customers, which represent over 80% of our business.
Other than in the case of asset acquisitions, otherwise known as "OEM
divestitures," we generally do not enter into long-term supply commitments with
our customers. Instead, we bid on a project basis and have supply contracts or
purchase orders in place for each project. We are dependent on customers to
fulfill the terms associated with these orders and/or contracts. Significant
reductions in, or the loss of, sales to any of our largest customers would have
a material adverse effect on us. OEM divestitures often entail long-term supply
agreements between ourselves and the OEM customer, and we are similarly
dependent on customers to fulfill their obligations under these contracts.
OUR CUSTOMERS MAY CANCEL THEIR ORDERS, CHANGE PRODUCTION QUANTITIES OR DELAY
PRODUCTION
Our customers are increasingly dependent on EMS providers for new product
introductions and rapid response times to volume requirements. We generally do
not obtain firm, long-term purchase commitments from our customers and we often
experience reduced lead-times in customers' orders. Customers may cancel their
orders, change production quantities, or delay production for a number of
reasons. The uncertain economic condition of our customers' end markets and
general order volume volatility has resulted, and may continue to result, in
some of our customers delaying or canceling the delivery of some of the products
we manufacture for them, and placing purchase orders for lower volumes of
products than previously anticipated. Cancellation, reduction, or delays by a
significant customer, or by a group of customers, would seriously harm our
results of operations by reducing the volumes of products manufactured and
delivered by us for the customers in that period. Such order changes could also
cause a delay in the repayment to us for inventory expenditures we incurred in
preparation for the customer orders. Order cancellations and delays could also
lower asset utilization, resulting in higher productive assets and lower
margins.
WE FACE RISKS ARISING FROM THE RESTRUCTURING OF OUR OPERATIONS
We have undertaken numerous initiatives to restructure and reduce our
capacity in response to the difficult economic climate, with the intention of
improving utilization and realizing cost savings in the future. These
initiatives have included changing the number and location of our production
facilities, largely to align our capacity and infrastructure with anticipated
customer demand, and to rationalize our footprint worldwide. This alignment
includes transferring programs from higher cost geographies to lower cost
geographies. The process of restructuring entails, among other activities,
moving product production between facilities, reducing staff levels, realigning
our business processes and reorganizing our management. Any failure to
successfully execute these initiatives can have a material adverse impact on our
results. If, in the future, our customer demand falls, or we are required to
reduce prices, at a rate exceeding the rate at which we are able to reduce our
costs, this could have a material adverse impact on our operating results.
WE MAY NOT BE ABLE TO RESTRUCTURE QUICKLY ENOUGH IN SOME OF OUR KEY
MANUFACTURING REGIONS, SUCH AS EUROPE
We have operations in multiple regions around the world. As a result, we are
subject to different regulatory requirements governing how quickly we are able
to reduce manufacturing capacity and terminate related employees. Restrictions
on our ability to close under-performing facilities will result in higher
expenses associated with carrying excess capacity and infrastructure during our
restructuring activities.
8
CHANGES IN OUR INDUSTRY REQUIRE US TO MOVE A SIGNIFICANT PORTION OF OUR
MANUFACTURING BASE TO LOWER COST REGIONS
With the significant and severe weakness in technology end markets over the
past two years, our customers require significant cost reductions in order to
maintain sales and improve their financial performance. This environment has
resulted in an accelerated movement of our production from higher cost regions
such as North America and western Europe to lower cost regions such as Asia,
Latin America and Central Europe. This accelerated move could impact current and
future results by such factors as increasing the risks associated with
transferring production to new regions where skills or experience may be more
limited than in higher cost regions, higher operating expenses during the
transition, and additional restructuring costs associated with the decrease in
production levels in higher cost geographies.
WE FACE RISKS DUE TO OUR INTERNATIONAL OPERATIONS
During 2002, approximately 40% of our revenue was produced 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 and, as we describe above, the shift of
much of our production to lower cost geographies. We will continue to expand our
operations outside of North America. This expansion will require significant
management attention and financial resources. International operations are
subject to inherent risks, which may adversely affect us, including:
- labor unrest;
- unexpected changes in regulatory requirements;
- tariffs, import and export duties, value-added taxes 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 locally manufactured products in other foreign
countries;
- burdens of complying with a wide variety of foreign laws, including
changing import and export regulations which could erode our profit
margins or restrict exports;
- adverse changes in Canadian and U.S. trade policies with the other
countries in which we maintain operations;
- political instability;
- potential restrictions on the transfer of funds;
- inflexible employee contracts that restrict our flexibility in responding
to business downturns; and
- foreign exchange risks.
We have either purchased or built manufacturing facilities in numerous Asian
countries, including Thailand, Malaysia, China, Indonesia, and Singapore, and
are subject to the significant political, economic, and legal risks associated
with doing business in these countries. For instance, 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 it relates 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 and Indonesia have also had a
long history of promoting foreign investment but have experienced economic and
political turmoil and a significant devaluation of their currencies in the
recent past. There is a risk that economic and political 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 problems that could adversely affect us.
9
OUR RECENT CAPACITY REDUCTION ACTIVITIES AND MANUFACTURING RESTRUCTURING
PROGRAMS MAY IMPACT OUR ABILITY TO MEET THE GROWTH NEEDS OF OUR CUSTOMERS
With the significant and severe weakness in technology end markets over the
past two years, we have experienced poor asset utilization and responded by
significantly reducing our manufacturing infrastructure. If our customers were
to experience sharp and unforecasted improvements in demand, the removal of this
infrastructure could potentially impact customer satisfaction and limit our
ability to grow if we are not able to respond to higher volumes required by our
customers.
WE FACE FINANCIAL RISKS DUE TO FOREIGN CURRENCY FLUCTUATIONS
The principal currency in which we conduct our operations is U.S. dollars.
However, some of our subsidiaries transact business in foreign currencies, such
as Canadian dollars, Mexican pesos, British pounds sterling, Euros, Singapore
dollars, Japanese yen, Brazilian reais, and the Thai baht. 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 purchase
or sell these foreign currencies at future dates. In general, these contracts
extend for periods of less than 19 months. Our hedging transactions may not
successfully minimize foreign currency risk.
INTEREST RATE DECREASES WILL REDUCE INTEREST INCOME ON OUR PORTFOLIO OF CASH
EQUIVALENTS AND SHORT-TERM INVESTMENTS
The primary objective of our investment activities is to preserve principal
while, at the same time, maximize yields without significantly increasing risk.
To achieve this objective, we maintain our portfolio of cash equivalents and
short-term investments in a variety of securities, including both government and
corporate obligations, certificates of deposit, and money market funds. If
interest rates, and therefore interest income, were to fall significantly, there
may be a material adverse impact on our financial results.
WE DEPEND ON HIGHLY SKILLED PERSONNEL
The recruitment of 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. Two of our competitors, Flextronics
International and Solectron Corporation, each have revenue in excess of
$12.0 billion for fiscal 2002 and one of our competitors, Sanmina-SCI
Corporation, has revenue in excess of $8.0 billion for fiscal 2002. 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, a greater
production presence in lower cost geographies 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 has caused and may continue to cause price reductions,
reduced profits, 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. The EMS industry has been experiencing an
increase in excess manufacturing capacity. This has and will continue to exert
additional pressures on pricing for components and services, thereby increasing
the competitive pressures in the EMS industry. Excess capacity will limit the
industries ability to attain economics of scale and other synergies.
10
WE DEPEND ON THE CONTINUING TREND OF OUTSOURCING BY OEMS
Future growth in our revenue depends on new outsourcing opportunities in
which we assume additional manufacturing and supply chain management
responsibilities from OEMs. To the extent that these opportunities are not
available, either because OEMs decide to perform these functions internally or
because they use other EMS providers, our future growth will be limited.
WE MAY BE UNABLE TO KEEP PACE WITH TECHNOLOGY CHANGES
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 production and manufacturing processes in
cost-effective and timely ways. Our manufacturing processes, test development
efforts, and design capabilities may not be successful.
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.
WE ARE SUBJECT TO THE RISK OF INCREASED INCOME TAXES
Our business operations are carried on in a number of countries, including
countries where:
- tax incentives have been extended to encourage foreign investment; or
- income tax rates are low.
We develop our tax position based upon the anticipated nature and conduct of
our business and the tax laws, administrative practices and judicial decisions
now in effect in the countries in which we have assets or conduct business, all
of which are subject to change or differing interpretations, possibly with
retroactive effects.
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 incur additional expenditures relating
to environmental matters at any of the facilities. Achieving and maintaining
compliance with present, changing, and 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.
11
Some of our operating sites have a history of industrial use. Soil and
groundwater contamination have occurred at some of our facilities. 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, in some countries in which we have operations,
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. From time to time we
investigate, remediate, and monitor soil and groundwater contamination at
certain of our operating sites. In certain instances where soil or groundwater
contamination existed prior to our ownership or occupation of a site, landlords
or former owners have contractually retained responsibility and liability for
the contamination and its remediation. However, failure of such former owners or
landlords to perform, as the result of financial inability or otherwise, could
result in our company being required to remediate such contamination.
Except for facilities we acquired in the Omni transaction, we obtained
Phase I or similar environmental assessments, or reviewed recent assessments
initiated by others, for most of the manufacturing facilities that we own or
lease at the time we either acquired or leased such facilities. Typically, these
assessments include general inspections without soil sampling or groundwater
analysis. Where contamination is suspected, Phase II intrusive environmental
assessments (including soil and/or groundwater testing) are usually performed.
These assessments have not revealed any environmental liability that we believe,
based on current information, will have a material adverse effect on us, in part
because of the contractual retention of liability for some contamination and its
remediation by landlords and former owners. Our assessments may not reveal all
environmental liabilities and current assessments are not available for all
facilities. Consequently, there may be material environmental liabilities of
which we are not aware. 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.
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, change the nature of our business, 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 February 28, 2003, we had 189,102,903 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 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 3,483,238 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
our 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 February 28, 2003, there were approximately 33,497,000
subordinate voting shares reserved for issuance under our employee share
purchase and option plans and for director compensation,
12
including outstanding options to purchase approximately 25,536,000 shares. The
issuances and/or 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 outstanding 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 84% of the voting interest in Celestica and approximately 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' 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 and if our shares cease to be widely held
("widely held" meaning that no one person owns more than 20% of the votes), 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), "Major Shareholders."
In private placements outside of the United States, certain subsidiaries of
Onex have 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, 1,757,467 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 February 28, 2003, represent in the
aggregate 78% of the voting interest in our company.
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.
13
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 are residents of Canada.
Also, 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, in the U.S., judgments which are obtained in
a U.S. court against us or these persons. It may also be difficult for
shareholders to enforce a U.S. judgment in Canada or to succeed in a Canadian
court, in a lawsuit 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 executive
offices are located at 1150 Eglinton Avenue East, Toronto, Ontario, Canada
M3C 1H7 and our telephone number is (416) 448-5800. Our Web site is
http://www.celestica.com. Information on our Web site is not incorporated by
reference in this Annual Report.
We are a world leader in the delivery of innovative electronics
manufacturing services. We operate a highly sophisticated global manufacturing
network with operations in Asia, Europe, and the Americas, providing a broad
range of services to leading OEMs. A recognized leader in quality, technology,
and supply chain management, Celestica provides competitive advantage to
customers by improving time-to-market, scalability, and manufacturing
efficiency.
As an important IBM manufacturing unit, Celestica provided manufacturing
services to IBM for more than 75 years. In 1993, we began providing EMS services
to non-IBM customers. In October 1996, Celestica was purchased from IBM by an
investor group, led by Onex, which included our management.
OUR ACQUISITIONS
A listing of our acquisitions since 1998 is included in note (1) to the
Selected Financial Data table, see Item 3, "Key Information -- Selected
Financial Data."
In 2002, we completed the acquisition of:
- certain manufacturing assets of NEC Corporation in Miyagi and Yamanashi,
Japan; and
- certain assets from Corvis Corporation in the United States.
In connection with these acquisitions, we also entered into supply
agreements. The aggregate purchase price for these acquisitions was
$111.0 million.
Certain information concerning capital expenditures, including acquisitions
and financing activities, is set forth in notes 3, 9, 10, 11, and 20 to the
Consolidated Financial Statements in Item 18, and Item 5, "Operating and
Financial Review and Prospects -- Management's Discussion and Analysis of
Financial Condition and Results of Operations."
Certain information concerning our divestiture activities, such as
restructuring, is set forth in note 13 to the Consolidated Financial Statements
in Item 18, in Item 4, "Information on the Company -- Description of Property,"
and Item 5, "Operating and Financial Review and Prospects -- Management's
Discussion and Analysis of Financial Condition and Results of Operations."
B. BUSINESS OVERVIEW
Our goal is to be the "partner of choice" in EMS. We believe we are uniquely
positioned to achieve this goal given our position as one of the major EMS
providers worldwide and our widely recognized skills in our core areas of
competency. The Company's strategy is to (i) maintain our leadership position in
the areas of
14
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, (v) selectively pursue strategic
acquisitions, and (vi) steadily improve our operating margins. We believe that
the successful implementation of this strategy will allow us to achieve superior
financial performance and enhance shareholder value.
We have operations in the Americas, Europe, and Asia. We provide a wide
variety of products and services to our customers, including the manufacture,
assembly, and test of complex printed circuit assemblies, or PCAs, and the full
system assembly of final products. In addition, we provide a broad range of EMS
services from product design to worldwide distribution and after-sales support.
Celestica targets industry-leading OEMs primarily in the information
technology and communications sectors. Celestica supplies products and services
to over 100 OEMs. In the aggregate, our top ten customers represented over 80%
of revenue in 2002. The products we manufacture can be found in a wide array of
end products, including: cell phones and pagers, electronic metering devices,
hubs and switches, LAN and WAN networking cards, laser printers, mainframe
computers, mass storage devices, medical products, modems, multimedia
peripherals, PBX switches, personal computers, PDAs, photonic devices, routers,
scalable processors, servers, switching products, token ring products, video
broadcasting equipment, wireless base stations, wireless loop systems, and
workstations.
Our principal competitive advantages are our advanced capabilities and
leadership in the areas of technology, quality and supply chain management. We
are an industry leader in a wide range of advanced manufacturing technologies,
using established and emerging process technologies. We believe our test
capabilities are among the best in the industry and enable us to produce highly
reliable products, including products that are critical to the functioning of
our customers' products and systems. Our size, geographic reach, and leading
expertise in supply chain management allow us to purchase materials effectively
and to deliver products to customers faster, thereby reducing overall product
costs and reducing the time to market.
We believe that our highly skilled workforce gives us a distinct competitive
advantage. Through innovative compensation and broad-based employee stock
ownership, we have developed a unique entrepreneurial, participative and
team-based culture.
ELECTRONICS MANUFACTURING SERVICES INDUSTRY
OVERVIEW
The EMS industry is comprised of companies that provide a range of
manufacturing services to OEMs. The industry (i) has experienced rapid growth in
the past and has potential for growth in the future as the market for
outsourcing, as a whole, grows, (ii) is highly fragmented and (iii) is poised
for continuing consolidation due to the advantages of scale and geographic
diversity. In 2002, two EMS providers -- Flextronics International and Solectron
Corporation -- each achieved total revenue in excess of $12.0 billion, and two
EMS providers -- Celestica and Sanmina-SCI Corporation -- each achieved total
revenue in excess of $8.0 billion.
We see numerous industry vectors that are fueling the EMS industry. These
include the continuing trend of information technology and communications
companies to outsource their electronics manufacturing and to divest their
manufacturing assets; OEMs in Japan increasingly execute an electronics
manufacturing outsourcing strategy; the increasing adoption of an outsourcing
strategy by the industrial, medical, military, and consumer electronics
industries; and OEMs increasingly looking to the EMS industry to reduce their
overall cost of goods sold and to provide a full range of services including
design, system build, order fulfillment, reverse logistics, and other related
manufacturing and customer support services.
In the current weak economic environment, the industry is dealing with the
challenges of low utilization rates and the shifting of more production and
manufacturing infrastructure to lower cost geographies. However, we believe that
as the trend to outsourcing continues, OEMs will increasingly outsource more of
their manufacturing and related services to EMS providers. This trend will favor
larger EMS providers that have clear advantages of scale, financial strength,
geographic diversity, and leading supply chain capabilities, and is expected to
lead to a sustained period of consolidation in the EMS industry.
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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 fulfillment
and distribution functions.
By outsourcing their manufacturing and related 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 benefiting 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 due to frequent design
changes, short product life cycles and product demand fluctuations. OEMs can
address
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these complexities by outsourcing to EMS providers that (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 that possess
sophisticated skills in manufacturing technology, and that continually innovate
and develop advanced assembly and test techniques, provide a competitive
advantage to their OEM customers. We believe 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, as well as
back-end functions such as full system assembly, order fulfillment, worldwide
distribution and after-sales support, including repair services. The complex
nature of certain services such as front-end design and testing requires a
significant investment in highly trained engineering personnel.
COMPETITIVE COSTS. EMS companies with global plant networks can simplify
and shorten an OEM's supply chain, significantly reduce the time it takes to
bring products to market, and significantly reduce the total cost of an OEM's
product. EMS providers that have significant capability in lower cost regions
such as Mexico, Asia, and Central Europe can provide lower cost manufacturing
solutions to their OEM customers. As a result of these trends, many large
OEMs tend to work with a smaller number of EMS providers that, as worldwide
suppliers, can meet their needs in multiple geographic markets at the lowest
cost.
MARKET CONSOLIDATION
The Company believes that larger EMS providers that possess the above-noted
attributes will be well positioned to take advantage of the future outsourcing
trend. Conversely, the Company believes that smaller providers who seek to serve
leading OEMs, and compete directly with larger EMS providers, 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, global manufacturing capabilities, and competitive costs.
The EMS industry continues to experience large-scale acquisition activity,
primarily through the sale of facilities and manufacturing operations from
OEMs to larger EMS providers. OEMs have tended to award these
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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 or capability, 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 "partner of choice" in EMS. To achieve this
goal, Celestica works closely with OEM customers to proactively identify and
fulfill each of their requirements, and exceed their expectations in areas such
as price, delivery, quality, reliability and serviceability. By deploying the
following strategy, we believe that Celestica will maximize customer
satisfaction, achieve superior financial performance, and enhance shareholder
value:
LEVERAGE LEADERSHIP IN TECHNOLOGY, QUALITY AND SUPPLY CHAIN MANAGEMENT. We
are committed to maintaining our leadership position in the areas of technology,
quality and supply chain management. Our modern plants and leading technological
capabilities enable us to produce complex and highly sophisticated products to
meet the rigorous demands of our 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. Our commitment to quality in all aspects of our business allows us
to deliver consistently reliable products to our OEM customers. The systems and
processes associated with our leadership in supply chain management enable us 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. We often work closely with many suppliers to
influence component design for the benefit of OEM customers. We have 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 information
technology and communications sectors. To this end, we pursue opportunities
which exploit our competitive advantages in the areas of technology, quality and
supply chain management. This strategy has allowed us to establish strong
manufacturing relationships with leading OEMs. We are also committed to
diversification of our customer base and to expanding our global presence as
required by our customers.
BROADEN SERVICE OFFERINGS. We continually expand the breadth and depth of
the services we provide to OEMs. Although we traditionally offered our services
in connection with the production of higher-end and more complex products, we
have significantly broadened our 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 past few years, we have acquired additional
capabilities in prototyping and PCA design, embedded system design, full system
assembly and repair services. We will expand our capabilities and service
offerings on a global basis as required by our customers.
DIVERSIFY END MARKETS. Celestica has a diversified customer base whose
products serve the communications, server, storage and other, workstation and
personal computer industries. In 2002, revenue by end-market users was as
follows: communications -- 45%; servers -- 26%; storage and other -- 22%; and
workstations and personal computer -- 7%. Celestica targets industry-leading
OEMs, primarily in the information technology and communications sectors. In
addition to this, Celestica's strategy includes increasing its diversification
across other end markets, such as aerospace, military, industrial, medical,
consumer, and automotive, to reduce the risk of reliance on certain sectors.
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SELECTIVELY PURSUE STRATEGIC ACQUISITIONS. Celestica has completed numerous
acquisitions. We will continue selectively to seek acquisition opportunities in
order to (i) further develop strategic relationships with leading OEMs,
(ii) expand our capacity and capability, (iii) diversify into new market
sectors, (iv) broaden our service offerings, and (v) optimize our global
positioning. Celestica has developed and deployed a comprehensive integration
strategy that 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 EFFICIENCY. While operating margins were relatively
stable for the past two years, operating margins fell in 2002 as a result of
revenue declines and weaker facilities utilization. Management is committed to
applying our proven strategies and processes to enhance margins around the
world. Additionally, we are executing our plan to improve overall financial
margins by (i) completing our restructuring program, (ii) leveraging corporate
procurement capabilities to lower materials costs, (iii) increasing utilization
of 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 our operations
worldwide, and (vi) compensating our employees based in part on the achievement
of earnings targets. In addition, we will continue our intensive focus on
maximizing asset turnover which, combined with the margin enhancements described
above, we believe will increase our 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. We believe
that our ability to deliver this wide spectrum of services to our OEM customers
provides us 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. We utilize our fully integrated enterprise
resource planning and supply chain management system to enable us 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 linkages between OEM and EMS engineers.
Celestica's prototyping and new product introduction centers, referred to as
"Customer Gateway Centres," are strategically located, enabling us to provide a
quick response to customer demands facilitating greater collaboration between
our engineers and those customers, and providing a seamless entry to our larger
manufacturing facilities.
PRODUCT ASSEMBLY AND TEST. We use sophisticated technology in the assembly
and testing of our products, and have 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
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very short lead times. We are focused on exploiting this trend through our
advanced supply chain management capabilities.
PRODUCT ASSURANCE. Celestica provides product assurance to our 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 causes of failures typically relate 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. We are proficient in discovering failures before products
are shipped and, more importantly, our highly qualified engineers are very pro
active in working in partnership with suppliers and customers to implement
resolutions.
PACKAGING AND GLOBAL FULFILLMENT. Celestica designs and tests packaging of
products for bulk shipment or single end-customer use. We have a sophisticated
integrated system for managing complex international order fulfillment, allowing
us 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 our strengths has been our 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 our principal facilities are ISO certified to ISO 9001 or ISO 9002
standards. Most of our principal facilities are also certified to the ISO 14001
(environmental) standards.
We believe that our 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 2002, approximately 56% of Celestica's revenue was produced in North
America. Facilities in Asia and Europe generated approximately 23% and 21%,
respectively, of Celestica's revenue in 2002. A listing of our principal
locations is included in Item 4, "Information on the Company -- Description of
Property." We are focused on expanding our resources and capability in lower
cost geographies. We believe that locating in lower cost geographic regions such
as Central Europe and Asia complements our service offerings by providing lower
cost manufacturing solutions to our OEM customers for certain price-sensitive
applications.
Certain information concerning geographic segments is set forth in note 20
to the Consolidated Financial Statements in Item 18.
SALES AND MARKETING
Sales and marketing at Celestica is an integrated set of processes designed
to provide a single "face" to the customer worldwide. Celestica's coordination
of efforts with key global customers has been enhanced by the creation of
customer-focused units each headed by a group general manager to oversee the
entire relationship with such customers. We have a global network comprised of
direct sales representatives, operational and project managers, account
executives, and supply chain management, as well as senior executives.
Celestica's
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sales resources are directed at multiple management and staff levels within
target accounts. Sales offices are located in proximity to key customers and
markets.
Celestica has adopted a focused marketing approach targeted at creating
profitable, strategic relationships with leading OEMs primarily in the
information technology and communications sectors.
CUSTOMERS
Celestica targets industry-leading customers primarily in the information
technology and communications sectors. Celestica supplies products and services
to over 100 OEMs, including such industry leaders as Avaya Inc., Cisco
Systems Inc., Dell Computer Corporation, EMC Corporation, Hewlett-Packard
Corporation, IBM Corporation, Lucent Technologies Inc., Motorola Inc., NEC
Corporation, and Sun Microsystems Inc.
During 2002, Celestica's three largest customers, IBM Corporation, Sun
Microsystems Inc., and Lucent Technologies Inc., each represented in excess of
10% of total revenue and in the aggregate represented 48% of total revenue.
During 2001, Celestica's three largest customers, IBM Corporation, Sun
Microsystems Inc., and Lucent Technologies Inc., each represented in excess of
10% of total revenue and in the aggregate represented 55% of total revenue.
Celestica's next seven largest customers represented approximately 37% of
Celestica's total revenue in 2002 (compared with 29% for the next seven largest
customers in 2001).
We generally enter into supply arrangements in connection with our
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, range from one to five years. There can be no assurance that these
arrangements will be renewed. As a result of the weak economic environment,
these supply agreements have been affected by order cancellations and
rescheduling as our customers' base-business volumes have decreased.
TECHNOLOGY AND RESEARCH AND DEVELOPMENT
We use advanced technology in the assembly and testing of the products we
manufacture. We believe that our processes and skills are among the most
sophisticated in the industry, which provides us with advantages over many of
our smaller and less sophisticated competitors.
Our customer-focused factories are highly flexible and are continually
reconfigured to meet customer-specific product requirements. Celestica has
extensive capabilities across a broad range of specialized assembly process
technologies, including chip on board, 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. We also work with
a wide range of substrate types from thin flexible printed circuit boards to
highly complex, dense multilayer boards.
Our 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. We
believe that our 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.
Our ongoing research and development activities include the development of
processes and test technologies as well as some focused product development.
Celestica is proactive in developing manufacturing techniques which take
advantage of the latest component and product designs and packaging. We often
work 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. We use
electronic data interchange with our key suppliers and ensure speed of supply
through the use of automated receiving and full-service distribution
capabilities. During 2002, Celestica procured and managed over $6.0 billion in
materials and related services. We
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view this size of procurement as an important competitive advantage as it
enhances our ability to obtain better pricing, influence component packaging and
design, and obtain supply of components in constrained markets.
We utilize two fully integrated enterprise systems which provide
comprehensive information on our 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's operations. 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.
We employ a strategy of risk minimization relative to our inventory and
generally order 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 "supplier managed
inventory" (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 us of
cost fluctuations. In providing contract manufacturing services to our
customers, we are 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 or assembled by Celestica require
one or more components, one or more of which may be ordered from a sole-source
supplier. Some of these components could be rationed in response to supply
shortages. We attempt to ensure continuity of supply of these components. In
cases where unanticipated customer demand or supply shortages occur, we attempt
to arrange for alternative sources of supply, where available, or 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 our
results of operations, business, prospects and financial condition.
INTELLECTUAL PROPERTY
We hold licenses to various technologies which we acquired in connection
with acquisitions from Fujitsu-ICL, Hewlett-Packard, IBM Corporation, NEC
Corporation, and other companies. We believe that we have secured access to all
required technology that is material to the current conduct of our business.
We regard our manufacturing processes and certain designs as proprietary
trade secrets and confidential information. We rely largely upon a combination
of trade secret laws, non-disclosure agreements with our customers and suppliers
and our internal security systems, confidentiality procedures, and employee
confidentiality agreements to maintain the trade secrecy of our designs and
manufacturing processes. Although we take steps to protect our trade secrets,
there can be no assurance that misappropriation will not occur.
Celestica currently has a limited number of patents and patent applications
pending. However, we believe 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 our ability to develop, enhance, and
market manufacturing services.
We license some technology from third parties which we use in providing
manufacturing services to our customers. We believe 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 of the terms of the licensing agreement.
COMPETITION
The EMS industry is comprised of a large number of domestic and foreign
companies, of which two companies, Flextronics International and Solectron
Corporation, each had revenue in excess of $12.0 billion for fiscal year 2002
and two companies, Celestica and Sanmina-SCI Corporation, each had revenue in
excess of $8.0 billion for fiscal year 2002. We also face competition from
current and prospective customers which evaluate our capabilities against the
merits of manufacturing products internally. We compete with different
22
companies depending on the type of service or geographic area. Certain of our
competitors may have greater manufacturing, financial, research and development,
and marketing resources than we do. We believe that the primary basis of
competition in our targeted markets is manufacturing technology, quality,
responsiveness, the provision of value-added services, and price. To remain
competitive, we believe we 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 December 31, 2002, we employ over 40,000 permanent and temporary
(contract) employees worldwide. Given the variable nature of our project flow
and the quick response time required by our customers, it is critical that we be
able to quickly ramp-up and ramp-down our production to maximize efficiency. To
achieve this, our strategy has been to employ a skilled temporary labor force,
as required.
Culturally, Celestica is team-oriented, values-driven, 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 us
to be able to fully utilize the intellectual capital of our employees. We have
never experienced a work stoppage or strike. We believe that our employee
relations are good. Certain of our employees in the United Kingdom, France,
Italy, Mexico, U.S., Japan and Brazil are represented by unions.
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 our plants. We believe that we are in
compliance in all material respects with current environmental laws. However,
there can be no assurance that we will not experience difficulties with our
efforts to maintain material compliance at our facilities, or to comply either
with currently applicable environmental laws or environmental laws as they
change in the future, or that our continued compliance efforts (or failure to
comply with applicable requirements) will not have a material adverse effect on
our results of operations, business, prospects, and financial condition. Our
need to comply with present and changing future environmental laws could
restrict our ability to modify or expand our facilities or continue production
and could require us to acquire costly equipment or to incur other significant
expense.
Some of our operating sites have a history of industrial use. As is typical
for such businesses, soil and groundwater contamination has occurred. We from
time to time investigate, remediate and monitor soil and groundwater
contamination at certain of our operating sites.
Except for the facilities we acquired in the Omni transaction, 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 our
acquisition or lease of such facilities. Where contamination is suspected,
Phase II intrusive environmental assessments (including soil and/or groundwater
testing) are usually performed. We expect 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 we believe, based on current information, will have
a material adverse effect on our results of operations, business, prospects or
financial condition, nor are we aware that we have any such material
environmental liability, in part because of the contractual retention of
liability for some contamination and its remediation by landlords and former
owners at some sites. It is possible that our assessments do not reveal all
environmental liabilities or that there are material environmental liabilities
of which we are not presently aware or that future changes in law or enforcement
standards will cause us to incur significant costs or liabilities in the future.
BACKLOG
Although we obtain firm purchase orders from our customers, OEM customers
typically do not make firm orders for delivery of products more than 30 to
90 days in advance. We do not believe that the backlog of
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expected product sales covered by firm purchase orders is a meaningful measure
of future sales, since orders may be rescheduled or canceled.
SEASONALITY
With a significant exposure to information technology and communications
infrastructure products, the Company has historically seen a level of
seasonality in its quarterly revenue patterns. This seasonality has generally
resulted in lower volumes in the Company's first quarter, gradually increasing
throughout the year, culminating in higher revenue in the fourth quarter.
Seasonality is also reflective of the mix and complexity of the products
manufactured. As a result of the current weak and uncertain economic
environment, it is difficult to predict the extent and impact of seasonality on
our business.
GLOSSARY
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.
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.
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 that 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.
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
24
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.
PDA............................... "Personal Digital Assistant." A small form factor portable
computing device.
Scalable processor................ A processor system that allows for the combination of
multiple microprocessors together to provide significantly
higher processing power and speed.
SMT............................... "Surface mount technology." A manufactured technology for
attaching electronics components directly onto the surface
of printed circuit boards.
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.
Tape automated bonding............ A type of chip on board that 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........... An 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.
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.
25
C. ORGANIZATIONAL STRUCTURE
We conduct our business through subsidiaries operating on a worldwide basis.
The following companies are considered significant subsidiaries and each of them
is wholly-owned:
Celestica (U.S.) Inc., a Delaware corporation.
Celestica Corporation, a Delaware corporation.
Celestica Europe Inc., an Ontario corporation.
Celestica Hong Kong Limited, a Hong Kong corporation.
Celestica Liquidity Management Hungary Limited Liability Company, a
Hungarian corporation.
D. DESCRIPTION OF PROPERTY
The following table summarizes our principal facilities as of February 28,
2003. Our facilities are used to manufacture printed circuit boards, assemble
final systems and configuration, and for other related manufacturing and
customer support activities.
MANUFACTURING
FACILITY SQUARE FOOTAGE OWNED/LEASED
-------- -------------- -------------
(in thousands)
Toronto, Ontario............................................ 888 Owned
Montreal, Quebec............................................ 180 Owned
Oklahoma City, Oklahoma(1).................................. 430 Leased
Denver, Colorado............................................ 300 Leased
Little Rock, Arkansas....................................... 424 Owned
Fort Collins, Colorado...................................... 200 Leased
Rochester, Minnesota(1)..................................... 200 Leased
Chippewa Falls, Wisconsin................................... 127 Owned
Salem, New Hampshire........................................ 139 Leased
San Jose, California........................................ 131 Leased
Dallas, Texas............................................... 69 Leased
Mt. Pleasant, Iowa.......................................... 69 Leased
Milwaukie, Oregon........................................... 61 Leased
Chelmsford, Massachusetts(1)................................ 37 Leased
Raleigh, North Carolina..................................... 26 Leased
Austin, Texas............................................... 51 Leased
Kidsgrove, England.......................................... 375 Owned
Telford, England............................................ 50 Owned
Vimercate, Italy............................................ 550 Owned
Santa Palombo, Italy........................................ 150 Owned
Dublin, Ireland............................................. 210 Owned
Saumur, France.............................................. 142 Owned
Rajecko, Czech Republic..................................... 170 Owned
Kladno, Czech Republic...................................... 166 Owned
Monterrey, Mexico........................................... 214 Leased
Monterrey, Mexico........................................... 113 Owned
Queretaro, Mexico........................................... 77 Leased
Jaguariuna, Brazil.......................................... 142 Leased
Shanghai, China............................................. 273 Owned
Dongguan, China............................................. 172 Leased
China(2).................................................... 208 Owned/Leased
Shatin, Hong Kong........................................... 82 Leased
Indonesia(3)(4)............................................. 46 Owned/Leased
Johor Bahru, Malaysia(3).................................... 491 Leased
26
MANUFACTURING
FACILITY SQUARE FOOTAGE OWNED/LEASED
-------- -------------- -------------
(in thousands)
Kulim, Malaysia............................................. 324 Owned
Malaysia.................................................... 40 Leased
Singapore................................................... 298 Leased
Singapore................................................... 65 Owned
Laem Chabang, Thailand...................................... 422 Leased
Japan(2).................................................... 566 Owned/Leased
Rayong, Thailand............................................ 41 Leased
------------
(1) As part of our restructuring plans, we have announced that we will close
this site by the end of 2003.
(2) This represents three facilities.
(3) This represents two facilities.
(4) As part of our restructuring plans, we have announced that we will close one
of the two sites by the end of 2003.
Celestica's principal executive office is located at 1150 Eglinton Avenue
East, Toronto, Ontario M3C 1H7. All of our principal facilities are ISO
certified to ISO 9001 or ISO 9002 standards. Most of our principal facilities
are also certified to the ISO 14001 (environmental) standards.
The leases for our leased facilities expire between 2003 and 2056. Celestica
currently expects to be able to extend the terms of expiring leases or to find
replacement facilities on reasonable terms.
As part of our restructuring plans, we have consolidated facilities and
changed our strategic focus as to the number and geography of sites. We are
rationalizing our footprint worldwide to increase the percentage of our
facilities in lower cost geographies. See Item 5, "Operating and Financial
Review and Prospects -- Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Operating Results" for additional
information concerning our restructurings.
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 CELESTICA SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS IN ITEM 18. ALL DOLLAR AMOUNTS ARE EXPRESSED IN
U.S. DOLLARS.
CERTAIN STATEMENTS CONTAINED IN THE FOLLOWING MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, INCLUDING, WITHOUT
LIMITATION, STATEMENTS CONTAINING THE WORDS BELIEVES, ANTICIPATES, ESTIMATES,
EXPECTS, AND WORDS OF SIMILAR IMPORT, CONSTITUTE FORWARD-LOOKING STATEMENTS.
FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE
RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND
UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO: THE CHALLENGES OF EFFECTIVELY
MANAGING OUR OPERATIONS DURING UNCERTAIN ECONOMIC CONDITIONS; THE CHALLENGE OF
RESPONDING TO LOWER-THAN-EXPECTED CUSTOMER DEMAND; THE EFFECTS OF PRICE
COMPETITION AND OTHER BUSINESS AND COMPETITIVE FACTORS GENERALLY AFFECTING THE
EMS INDUSTRY; OUR DEPENDENCE ON THE INFORMATION TECHNOLOGY AND COMMUNICATIONS
INDUSTRIES; OUR DEPENDENCE ON A LIMITED NUMBER OF CUSTOMERS AND ON INDUSTRIES
AFFECTED BY RAPID TECHNOLOGICAL CHANGE; COMPONENT CONSTRAINTS; VARIABILITY OF
OPERATING RESULTS AMONG PERIODS; AND THE ABILITY TO MANAGE OUR RESTRUCTURING AND
THE SHIFT OF PRODUCTION TO LOWER COST GEOGRAPHIES. THESE AND OTHER RISKS AND
UNCERTAINTIES AND FACTORS ARE DISCUSSED IN THIS ANNUAL REPORT. SEE ITEM 3, "KEY
INFORMATION -- RISK FACTORS."
WE DISCLAIM ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE.
OVERVIEW
Celestica is a world leader in providing electronics manufacturing services
to OEMs in the information technology and communications industries. Celestica
provides a wide variety of products and services to its customers, including the
high-volume manufacture of complex printed circuit board assemblies and the full
27
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. Celestica operates facilities in the Americas, Europe and Asia.
2002 was a challenging year as the information technology and communications
end markets remained weak. Revenue for 2002 was $8.3 billion, down 17% from
$10.0 billion for 2001. The reduced demand for Celestica's products and services
contributed to the decrease in revenue and margins for 2002. Revenue from
existing customers decreased for the second consecutive year.
Historically, acquisitions have contributed significantly to the Company's
growth, with 2001 being the most active year for acquisitions, in terms of the
number of acquisitions closed and the total purchase price. Growth from
acquisitions in 2002, however, was minimal. Celestica continues to evaluate
acquisition opportunities and anticipates that acquisitions will continue to
contribute to its future growth.
In 2001, the Company announced its first restructuring plan in response to
the weakened end markets. The continued downturn into 2002 resulted in the
Company announcing further restructuring actions, which it expects to complete
by the end of 2003. The restructurings were focused on consolidating facilities
and increasing capacity in lower cost geographies. The Company expects that it
will have a better-balanced manufacturing footprint when all of the planned
restructuring actions, including those announced in January 2003, are completed.
See "-- Recent Developments."
In the fourth quarter of 2002, Celestica recorded impairment losses totaling
$285.4 million, in connection with its annual impairment tests of goodwill and
long-lived assets, based on factors and conditions at the time the assessments
were performed. Conditions in the marketplace deteriorated significantly from
January 1, 2002, when the Company completed its evaluation of the transitional
goodwill impairment, as required by the new goodwill standards. Future
impairment tests may result in additional impairment charges.
In 2002, management focused on reducing working capital, and increased its
cash balance to its highest level in the Company's history. Cash earned from
operations in 2002 fully funded the Company's 2002 acquisitions of
$111.0 million, repayment of $130.0 million of subordinated debt, the repurchase
of $32.5 million in capital stock and the repurchase of convertible debt for an
aggregate purchase price of $100.3 million.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Celestica prepares its financial statements in accordance with generally
accepted accounting principles (GAAP) in Canada with a reconciliation to United
States GAAP, as disclosed in note 22 to the Consolidated Financial Statements.
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. Significant accounting policies and methods used in
preparation of the financial statements are described in note 2 to the
Consolidated Financial Statements. The Company evaluates its estimates and
assumptions on a regular basis, based on historical experience and other
relevant factors. Significant estimates are used in determining, but not limited
to, the allowance for doubtful accounts, inventory valuation, income tax
valuation allowances, the fair value of reporting units for purposes of goodwill
impairment tests, the useful lives and valuation of intangible assets, and
restructuring charges. Actual results could differ materially from those
estimates and assumptions.
REVENUE RECOGNITION:
Celestica derives most of its revenue from OEM customers. The contractual
agreements with its key customers generally provide a framework for its overall
relationship with the customer. Celestica recognizes product revenue upon
shipment to the customer as performance has occurred, all customer specified
acceptance criteria have been tested and met, and the earnings process is
considered complete. 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
its 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.
28
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Celestica records an allowance for doubtful accounts related to accounts
receivable that are considered to be impaired. The allowance is based on the
Company's knowledge of the financial condition of its customers, the aging of
the receivables, current business environment, customer and industry
concentrations, and historical experience. A change to these factors could
impact the estimated allowance and the provision for bad debts recorded in
selling, general and administrative expenses.
INVENTORY VALUATION:
Celestica values its inventory 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. Celestica
regularly adjusts its inventory valuation based on shrinkage and management's
estimates of net realizable value, taking into consideration factors such as
inventory aging, future demand for the inventory, and the nature of the
contractual agreements with customers and suppliers, including the ability to
return inventory to them. A change to these assumptions could impact the
valuation of inventory and have a resulting impact on margins.
INCOME TAX VALUATION ALLOWANCE:
Celestica records a valuation allowance against deferred income tax assets
when management believes it is more likely than not that some portion or all of
the deferred income tax assets will not be realized. Management considers
factors such as the reversal of deferred income tax liabilities, projected
future taxable income, the character of the income tax asset and tax planning
strategies. A change to these factors could impact the estimated valuation
allowance and income tax expense.
GOODWILL:
Celestica performs its annual goodwill impairment tests in the fourth
quarter of each year, and more frequently if events or changes in circumstances
indicate that an impairment loss may have been incurred. Impairment is tested at
the reporting unit level by comparing the reporting unit's carrying amount to
its fair value. The fair values of the reporting units are estimated using a
combination of a market approach and discounted cash flows. The process of
determining fair values is subjective and requires management to exercise
judgment in making assumptions about future results, including revenue and cash
flow projections at the reporting unit level, and discount rates. Celestica
recorded an impairment loss in the fourth quarter of 2002. Future goodwill
impairment tests may result in further impairment charges.
INTANGIBLE ASSETS:
Celestica performs its annual impairment tests on long-lived assets in the
fourth quarter of each year, and more frequently if events or changes in
circumstances indicate that an impairment loss may have been incurred. Celestica
estimates the useful lives of intangible assets based on the nature of the
asset, historical experience and the terms of any related supply contracts. The
valuation of intangible assets is based on the amount of future net cash flows
these assets are estimated to generate. Revenue and expense projections are
based on management's estimates, including estimates of current and future
industry conditions. A significant change to these assumptions could impact the
estimated useful lives or valuation of intangible assets resulting in a change
to amortization expense and impairment charges.
RESTRUCTURING CHARGES:
Celestica recorded restructuring charges in 2001 and 2002, relating to
facility consolidations and workforce reductions. These charges are recorded
based on detailed plans approved and committed to by management. The
restructuring charges include employee severance and benefit costs, costs
related to leased facilities that will be abandoned or subleased, owned
facilities which are no longer used and will be held for disposition, cost of
leased equipment that will be abandoned, impairment of owned equipment that will
be held for disposition, and impairment of related intangible assets, primarily
intellectual property. The recognition of these charges requires management to
make certain judgments and estimates regarding the nature, timing and amount
29
associated with these plans. The estimates of future liability may change,
requiring additional restructuring charges or a reduction of the liabilities
already recorded. At the end of each reporting period, the Company evaluates the
appropriateness of the remaining accrued balances.
RECENT ACQUISITIONS
A significant portion of Celestica's growth in prior years was generated by
strengthening its customer relationships and increasing the breadth of its
service offerings through asset and business acquisitions. The Company focused
on investing strategically in acquisitions that better positioned the Company
for future outsourcing opportunities. Celestica's most active year for
acquisitions was 2001. The historical pace of Celestica's acquisitions did not
continue in 2002 and may not continue in the future.
As a result of the continued downturn in the economy, some of the sites
acquired in prior years have been impacted by the Company's latest round of
restructuring. Supply agreements entered into in connection with certain
acquisitions were also affected by order cancellations and reschedulings as
base-business volumes have decreased. See discussion below in "-- Results of
Operations."
2001 ASSET ACQUISITIONS:
In February 2001, Celestica acquired certain manufacturing assets in Dublin,
Ireland and Mt. Pleasant, Iowa from Motorola Inc. and signed supply agreements.
In March 2001, Celestica acquired certain assets relating to N.K.
Techno Co. Ltd.'s repair business, which expanded the Company's presence in
Japan, and established a greenfield operation in Shanghai. In May 2001,
Celestica acquired certain assets from Avaya Inc. in Little Rock, Arkansas and
Denver, Colorado, and, in August 2001, acquired certain assets in Saumur,
France. The Company signed a five-year supply agreement with Avaya. In
August 2001, Celestica acquired certain assets in Columbus, Ohio and Oklahoma
City, Oklahoma from Lucent Technologies Inc. and signed a five-year supply
agreement. The aggregate purchase price for these asset acquisitions in 2001 of
$834.1 million was financed with cash.
2001 BUSINESS COMBINATIONS:
In January 2001, Celestica acquired Excel Electronics, Inc. through a merger
with Celestica (U.S.) Inc., which enhanced the Company's prototype service
offering in the southern region of the United States. In June 2001, Celestica
acquired Sagem CR s.r.o., in the Czech Republic, from Sagem SA, of France, which
enhanced the Company's presence in central Europe. In August 2001, Celestica
acquired Primetech Electronics Inc. (Primetech), an EMS provider in Canada. The
purchase price for Primetech was financed primarily with the issuance of
3.4 million subordinate voting shares and the issuance of options to purchase
0.3 million subordinate voting shares of the Company.
In October 2001, Celestica acquired Omni Industries Limited (Omni). Omni is
an EMS provider, headquartered in Singapore, with locations in Singapore,
Malaysia, China, Indonesia and Thailand, and had approximately 9,000 employees
at the date of acquisition. Omni provides printed circuit board assembly and
system assembly services, as well as other related supply chain services
including plastic injection molding and distribution. Omni manufactures products
for industry-leading OEMs in the PC, storage and communications sectors. The
acquisition significantly enhanced Celestica's EMS presence in Asia. The
purchase price for Omni of $865.8 million was financed with the issuance of
9.2 million subordinate voting shares and the issuance of options to purchase
0.3 million subordinate voting shares of the Company, and $479.5 million in
cash.
The aggregate purchase price for these business combinations in 2001 was
$1,093.3 million, of which $526.3 million was financed with cash.
2002 ASSET ACQUISITIONS:
In March 2002, the Company acquired certain assets located in Miyagi and
Yamanashi, Japan from NEC Corporation. The Company signed a five-year supply
agreement to provide a complete range of electronics manufacturing services for
a broad range of NEC's optical backbone and broadband access equipment. In
August 2002, the Company acquired certain assets from Corvis Corporation in the
United States. The Company
30
signed a multi-year supply agreement with Corvis, which positioned Celestica as
the exclusive manufacturer of Corvis' terrestrial optical networking products
and sub-sea terminating equipment. The aggregate purchase price for these
acquisitions in 2002 of $111.0 million was financed with cash and allocated to
the net assets acquired, based on their relative fair values at the date of
acquisition.
Celestica may at any time be engaged in ongoing discussions with respect to
several 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 several 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 any current discussions and actively pursue other
acquisition opportunities.
A. OPERATING RESULTS
Celestica's annual and quarterly operating results vary from period to
period as a result of the level and timing of customer orders, fluctuations in
materials and other costs and the relative mix of value-add products and
services. The level and timing of customers' orders will vary due to customers'
attempts to balance their inventory, changes in their manufacturing strategies,
variation in demand for their products and general economic conditions.
Celestica's annual and quarterly operating results are also affected by capacity
utilization, geographic manufacturing mix and other factors, including price
competition, manufacturing effectiveness and efficiency, the degree of
automation used in the assembly process, the ability to manage labour, inventory
and capital assets effectively, the timing of expenditures in anticipation of
forecasted sales levels, the timing of acquisitions and related integration
costs, customer product delivery requirements, shortages of components or labour
and other factors. Weak end-market conditions began to emerge in early to
mid-2001 and have continued to weaken for the communications and information
technology industries. This resulted in customers rescheduling or canceling
orders which negatively impacted Celestica's results of operations.
The table below sets forth certain operating data expressed as a percentage
of revenue for the years indicated:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
-------- -------- --------
Revenue.............................................. 100.0% 100.0% 100.0%
Cost of sales........................................ 92.9 92.9 93.3
----- ----- -----
Gross profit......................................... 7.1 7.1 6.7
Selling, general and administrative expenses......... 3.3 3.4 3.6
Amortization of goodwill and intangible assets....... 1.0 1.3 1.2
Integration costs related to acquisitions............ 0.2 0.2 0.2
Other charges........................................ 0.0 2.7 8.2
----- ----- -----
Operating income (loss).............................. 2.6 (0.5) (6.5)
Interest income, net................................. (0.2) (0.1) (0.0)
----- ----- -----
Earnings (loss) before income taxes.................. 2.8 (0.4) (6.5)
Income taxes (recovery).............................. 0.7 0.0 (1.1)
----- ----- -----
Net earnings (loss).................................. 2.1% (0.4)% (5.4)%
===== ===== =====
REVENUE
Revenue decreased 17%, to $8,271.6 million in 2002 from $10,004.4 million in
2001, primarily due to a reduction in base-business volumes as a result of the
prolonged weakened end-market conditions. Excess capacity in the EMS industry
also put pressure on pricing for components and services, thereby reducing
revenue. The visibility of end-market conditions remains limited.
31
Celestica manages its operations on a geographic basis. The three reporting
segments are the Americas, Europe and Asia. Revenue from the Americas operations
decreased 27%, to $4,640.8 million in 2002 from $6,334.6 million in 2001.
Revenue from European operations decreased 40%, to $1,786.5 million in 2002 from
$3,001.3 million in 2001. The Americas and European operations have been hardest
hit by customer cancellations and delays of orders because of the downturn in
end-market demand for their products, as well as the customers' demands for
lower product manufacturing costs. As a result, the Company has initiated
restructuring actions to reduce the manufacturing capacity in these geographies,
which includes downsizing and closure of manufacturing facilities. The
restructuring actions also include transferring programs from higher cost
geographies to lower cost geographies. Revenue from Asian operations increased
113%, to $2,109.7 million in 2002 from $991.1 million in 2001. The increase in
revenue from Asian operations is primarily due to acquisitions and an increase
in base-business volumes. The effect of the 2002 acquisitions and the shifting
of program activities from other geographies are expected to increase revenue in
the Asian operations in 2003.
Revenue increased 3%, to $10,004.4 million in 2001 from $9,752.1 million in
2000. Acquisition revenue grew by 14%, offset by an 11% decline in base-business
volumes. The acquisition growth was a result of strategic acquisitions in the
communications industry, primarily in the U.S. and Asia. Base-business revenue
declined in 2001 due to the softening of end markets. Revenue from the Americas
operations decreased 3%, to $6,334.6 million in 2001 from $6,542.7 million in
2000, primarily due to continued end-market softening which was partially offset
by acquisitions. Revenue from European operations increased 6%, to
$3,001.3 million in 2001 from $2,823.3 million in 2000, due to the flow through
of the IBM acquisition from 2000, and from the 2001 acquisitions, partially
offset by the general industry downturn. Revenue from Asian operations increased
14%, to $991.1 million in 2001 from $871.6 million in 2000, primarily due to the
Omni acquisition offset in part by the general industry downturn.
The following represents the end-market industries as a percentage of
revenue for the indicated periods:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
-------- -------- --------
Communications........................ 31% 36% 45%
Servers............................... 33% 31% 26%
Storage and other..................... 14% 18% 22%
Workstations and PCs.................. 22% 15% 7%
The following customers represented more than 10% of total revenue for each
of the indicated periods:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
-------- -------- --------
Sun Microsystems...................... X X X
IBM................................... X X X
Lucent Technologies................... X X
Celestica's top five customers represented in the aggregate 66% of total
revenue in 2002, compared to 67% in 2001 and 69% in 2000. The Company is
dependent upon continued revenue from its top customers. There can be no
assurance that revenue from these or any other customers will not increase or
decrease as a percentage of total 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. See notes 17
(concentration of risk) and 19 to the Consolidated Financial Statements.
GROSS PROFIT
Gross profit decreased 22%, to $555.8 million in 2002 from $712.5 million in
2001. Gross margin decreased to 6.7% in 2002 from 7.1% in 2001. Gross margins
decreased 0.4% from prior year, primarily due to the significant reduction in
business volumes and industry pricing pressures. The European operations were
most adversely affected as they were operating at lower levels of utilization
and higher fixed costs for the year. The volume reductions tended to impact
higher value-added products, disproportionately, further adversely affecting
32
the European margins. In addition, costs for the European operations were higher
than expected due to delays in transferring programs, the slower pace of
restructuring and some process scrap and related inventory issues, in the latter
part of the year. The margin declines in the European operations were offset
partially by improved margins in the Americas and Asian operations. The Americas
improved its operating efficiencies, had higher value-added product mix and
benefited from restructuring actions. Asian margins improved on higher volumes
and utilization rates.
Gross profit increased 4%, to $712.5 million in 2001 from $688.0 million in
2000. Gross margin was 7.1% in 2001, consistent with 2000. Margins were
maintained due to continued focus on costs and supply chain initiatives, and the
benefits of the 2001 restructuring actions.
For the foreseeable future, the Company's gross margin is expected to depend
on product mix, production efficiencies, utilization of manufacturing capacity,
geographic manufacturing mix, start-up activity, new product introductions,
pricing within the electronics industry, cost structure at individual sites and
other factors. Over time, gross margins at individual sites and for the Company
as a whole are expected to fluctuate. Also, the availability of labour and 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 (SG&A) expenses decreased 13%, to
$298.5 million (3.6% of revenue) in 2002 from $341.4 million (3.4% of revenue)
in 2001. SG&A as a percentage of revenue increased as certain elements of
expenses were fixed over this period. The decrease in SG&A, on an absolute
basis, reflects the benefits from the Company's restructuring programs and a
reduction in discretionary spending, which more than offset the increase in
expenses due to operations acquired in the latter part of 2001 and in 2002.
SG&A increased 5%, to $341.4 million (3.4% of revenue) in 2001 from
$326.1 million (3.3% of revenue) in 2000. The increase in expenses was primarily
due to operations acquired during 2000 and 2001.
Research and development costs increased to $18.2 million (0.2% of revenue)
in 2002, compared to $17.1 million (0.2% of revenue) in 2001 and $19.5 million
(0.2% of revenue) in 2000.
AMORTIZATION OF GOODWILL AND INTANGIBLE ASSETS
Amortization of goodwill and intangible assets decreased 23%, to
$95.9 million in 2002 from $125.0 million in 2001. Effective January 1, 2002,
the Company fully adopted the new accounting standards for goodwill and
discontinued amortization of all goodwill effective that date. Amortization of
goodwill for 2001 was $39.2 million. See "-- Recent Accounting Developments."
The decrease in amortization is the result of this change in accounting for
goodwill, offset in part by the amortization of intangible assets arising from
the 2001 and 2002 acquisitions. See note 2(q)(ii) to the Consolidated Financial
Statements for the impact of the change in policy on net earnings (loss) and per
share calculations.
Amortization of goodwill and intangible assets increased 41%, to
$125.0 million in 2001 from $88.9 million in 2000. The increase is attributable
to the goodwill and intangible assets arising from the 2000 and 2001
acquisitions.
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 $21.1 million in 2002, compared to $22.8 million in
2001 and $16.1 million in 2000. The integration costs incurred in 2002 primarily
relate to the Lucent, NEC Japan and Omni acquisitions.
Integration costs vary from period to period due to the timing of
acquisitions and related integration activities.
33
OTHER CHARGES
In 2002, Celestica incurred $677.8 million in other charges, compared to
$273.1 million in 2001.
YEAR ENDED
DECEMBER 31
-------------------------
2001 2002
-------- --------
(in millions)
2001 restructuring.......................................... $237.0 $ 1.9
2002 restructuring.......................................... -- 383.5
2002 goodwill impairment.................................... -- 203.7
Other impairment............................................ 36.1 81.7
Deferred financing costs and debt redemption fees........... -- 9.6
Gain on sale of surplus land................................ -- (2.6)
------ ------
$273.1 $677.8
====== ======
Further details of the other charges are included in note 13 to the
Consolidated Financial Statements.
As of December 31, 2002, the Company had announced two restructuring plans
in response to the economic climate. These actions, which included reducing the
workforce, consolidating facilities and changing the strategic focus of the
number and geography of sites, were largely intended to align the Company's
capacity and infrastructure to anticipated customer demand, as well as to
rationalize its footprint worldwide. The 2001 restructuring plan amounted to
$237.0 million. The 2002 restructuring plan amounted to $383.5 million. Cash
outlays are funded from cash on hand. In January 2003, the Company announced a
restructuring to further reduce its manufacturing capacity. See "-- Recent
Developments."
The Company has and expects to continue to benefit from the restructuring
measures taken in 2001 and 2002 through reduced operating costs. The Company has
completed the major components of the 2001 restructuring plan, except for
certain long-term lease and other contractual obligations. The Company expects
to complete the major components of the 2002 restructuring plan by the end of
2003, except for certain long-term lease and other contractual obligations. The
Company continues to evaluate its cost structure relative to its revenue levels
and has announced that it will take additional restructuring charges in 2003.
See "-- Recent Developments."
In the fourth quarter of 2002, the Company recorded a non-cash charge
against goodwill of $203.7 million, in connection with its annual impairment
assessments of goodwill. An independent third-party valuation confirmed the fair
value of the reporting units and the impairment assessment. In the fourth
quarter of 2002, the Company also recorded a non-cash charge of $81.7 million,
primarily against intangible assets. In 2001, the Company recorded a non-cash
charge of $36.1 million, primarily against goodwill and intangible assets. See
note 7 to the Consolidated Financial Statements.
The Company may continue to experience goodwill and intangible asset
impairment charges in the future as a result of adverse changes in the
electronics industry, customer demand and other market conditions, which may
have a material adverse effect on the Company's financial condition.
INTEREST INCOME, NET
Interest income in 2002 amounted to $17.2 million, compared to
$27.7 million in 2001, and $36.8 million in 2000. Interest income decreased for
2002 compared to 2001, primarily due to lower interest rates on cash balances.
Interest income was offset by interest expense on the Company's Senior
Subordinated Notes and debt facilities, which has decreased from $19.8 million
in 2001 to $16.1 million in 2002, due to the redemption of the Senior
Subordinated Notes in August 2002. Interest expense is expected to decrease for
2003 as a result of the full-year effect of the redemption.
34
INCOME TAXES
The income tax recovery in 2002 was $91.2 million, reflecting an effective
tax recovery rate of 17%. This is compared to an income tax recovery of
$2.1 million in 2001, reflecting an effective tax recovery rate of 5%.
The Company's effective tax rate is the result of the mix and volume of
business in lower tax jurisdictions within Europe and Asia. These lower tax
rates include tax holidays and tax incentives that Celestica has negotiated with
the respective tax authorities which expire between 2004 and 2012. The tax
benefit arising from these incentives is approximately $24.9 million, or $0.11
diluted per share for 2002 and $9.6 million, or $0.04 diluted per share for
2001. The Company expects the current tax rate of 17% to continue for the
foreseeable future based on the anticipated nature and conduct of its business
and the tax laws, administrative practices and judicial decisions now in effect
in the countries in which the Company has assets or conducts business, all of
which are subject to change or differing interpretation, possibly with
retroactive effects.
The net deferred income tax asset as at December 31, 2002 of $274.3 million
arises from available income tax losses and future income tax deductions. The
Company's ability to use these income tax losses and future income tax
deductions is dependent upon the operations of the Company in the tax
jurisdictions in which such losses or deductions arose. Management records a
valuation allowance against deferred income tax assets when management believes
it is more likely than not that some portion or all of the deferred income tax
assets will not be realized. Based on the reversal of deferred income tax
liabilities, projected future taxable income, the character of the income tax
asset and tax planning strategies, management has determined that a valuation
allowance of $76.6 million is required in respect of its deferred income tax
assets as at December 31, 2002. No valuation allowance was required for the
deferred income tax assets as at December 31, 2001. In order to fully utilize
the net deferred income tax assets of $274.3 million, the Company will need to
generate future taxable income of approximately $741.0 million. Based on the
Company's current projection of taxable income for the periods in which the
deferred income tax assets are deductible, it is more likely than not that the
Company will realize the benefit of the net deferred income tax assets as at
December 31, 2002.
UNAUDITED QUARTERLY FINANCIAL HIGHLIGHTS
2001 2002
----------------------------------------- -----------------------------------------
FIRST SECOND THIRD FOURTH FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- -------- -------- -------- -------- --------
(in millions, except per share amounts)
Revenue................................. $2,692.6 $2,660.7 $2,203.0 $2,448.2 $2,151.5 $2,249.2 $1,958.9 $1,911.9
Cost of Sales........................... $2,499.3 $2,468.5 $2,053.5 $2,270.7 $1,999.4 $2,087.2 $1,827.6 $1,801.6
Gross Profit %.......................... 7.2% 7.2% 6.8% 7.3% 7.1% 7.2% 6.7% 5.8%
Net earnings (loss)..................... $ 54.8 $ 15.8 $ (38.7) $ (71.8) $ 39.7 $ 40.4 $ (90.6) $ (434.7)
Weighted average # of shares outstanding
(in millions)
-- basic............................ 203.6 207.0 218.1 227.1 229.8 230.2 230.1 229.0
-- diluted.......................... 223.1 225.5 218.1 227.1 236.8 236.0 230.1 229.0
Earnings (loss) per share
-- basic............................ $ 0.25 $ 0.06 $ (0.20) $ (0.33) $ 0.15 $ 0.16 $ (0.40) $ (1.90)
-- diluted.......................... $ 0.25 $ 0.06 $ (0.20) $ (0.33) $ 0.15 $ 0.15 $ (0.40) $ (1.90)
See "-- Capital Resources" for information regarding the impact of foreign
currency fluctuations on the Company.
B. LIQUIDITY AND CAPITAL RESOURCES
In 2002, operating activities provided Celestica with $982.8 million in
cash, compared to $1,290.5 million in 2001. Cash was generated from earnings and
a reduction in working capital, primarily inventory, due to improved inventory
management, and the collection of accounts receivable. The Company will continue
to focus on improving working capital management. Cash generated from operations
was sufficient to fully fund the Company's investing and financing activities
for 2002.
35
Investing activities for 2002 included capital expenditures of
$151.4 million, and asset acquisitions of $111.0 million, offset in part by
proceeds from the sale of the Company's Columbus, Ohio facility and from the
sale-leaseback of machinery and equipment.
In 2002, Celestica redeemed the entire $130.0 million of outstanding Senior
Subordinated Notes which were due in 2006 and paid the contractual premium of
5.25%, or $6.9 million, on redemption. The Company also reduced the leverage on
its balance sheet by repurchasing Liquid Yield Option-TM- Notes (LYONs) in the
open market. These LYONs, having a principal amount at maturity of
$222.9 million, were repurchased at an average price of $450.10 per LYON, for a
total of $100.3 million. A gain of $6.7 million, net of taxes of $3.9 million,
was recorded. See further details in note 10 to the Consolidated Financial
Statements. The Company may, from time to time, purchase additional LYONs in the
open market. Subsequent to year-end, the board of directors authorized the
Company to spend up to an additional $100.0 million to repurchase LYONs, at
management's discretion. This is in addition to the amounts authorized in
October 2002, of which $48.0 million remains available for future purchases. The
amount and timing of future purchases cannot be determined at this time.
In July 2002, Celestica filed a Normal Course Issuer Bid to repurchase up to
9.6 million subordinate voting shares, for cancellation, over a period from
August 1, 2002 to July 30, 2003. The shares will be purchased at the market
price at the time of purchase. The number of shares to be repurchased during any
30-day period may not exceed 2% of the outstanding subordinate voting shares. A
copy of our Notice relating to the Normal Course Issuer Bid may be obtained from
Celestica, without charge, by contacting the Company's Investor Relations
Department at clsir@celestica.com. In 2002, the Company repurchased 2.0 million
subordinate voting shares at a weighted average price of $16.23 per share. All
of these transactions were funded with cash on hand.
In 2001, operating activities provided Celestica with $1,290.5 million in
cash principally from earnings and a reduction in working capital. The primary
factors contributing to the positive cash flow for the year were the reduction
of inventory due to better inventory management, strong accounts receivable
collections and the sale of $400.0 million in accounts receivable under a
revolving facility, offset by a decrease in accounts payable and accrued
liabilities. Investing activities in 2001 included capital expenditures of
$199.3 million and $1,299.7 million for acquisitions. See "-- Recent
Acquisitions." The Company fully funded the 2001 acquisitions with cash from
operations. The Company's 2001 financing activities included the issuance in May
of 12.0 million subordinate voting shares for gross proceeds of $714.0 million
and the repayment of $56.0 million of debt acquired in connection with the
acquisition of Omni.
CAPITAL RESOURCES
During the year, Celestica amended its credit facilities. At December 31,
2002, the Company had two credit facilities: a $500.0 million four-year
revolving term credit facility and a $350.0 million revolving term credit
facility which expire in 2005 and 2004, respectively. The Company elected to
cancel its third credit facility which was originally entered into in
July 1998. The credit facilities permit Celestica and certain designated
subsidiaries to borrow funds directly for general corporate purposes (including
acquisitions) at floating rates. 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, 2002.
Celestica and certain subsidiaries have uncommitted bank facilities which
total $47.1 million that are available for operating requirements.
Celestica believes that cash flow from operating activities, together with
cash on hand and borrowings available under its 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 2003 to be in the range of 1.5% to 2.0% of revenue.
At December 31, 2002, Celestica had committed $30.3 million in capital
expenditures. In addition, Celestica regularly reviews acquisition
opportunities, and therefore, may require additional debt or equity financing.
The Company has an arrangement to sell up to $400.0 million in accounts
receivable under a revolving facility which is available until September 2004.
As of year-end, the Company generated cash from the sale of
36
$320.5 million in accounts receivable. The terms of the arrangement provide that
the purchaser may elect not to purchase receivables if Celestica's credit rating
falls below a specified threshold. Celestica's credit rating is significantly
above that threshold.
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 denominated in
various currencies. As a result, Celestica may experience transaction and
translation gains or losses because of currency fluctuations. The Company has an
exchange risk management policy in place to control its hedging programs and
does not enter into speculative trades. At December 31, 2002, Celestica had
forward foreign exchange contracts covering various currencies in an aggregate
notional amount of $669.1 million with expiry dates up to March 2004, except for
one contract for $10.6 million that expires in January 2006. The fair value of
these contracts at December 31, 2002, was an unrealized gain of $18.9 million.
Celestica's current hedging activity is designed to reduce the variability of
its foreign currency costs and generally involves entering into contracts to
trade U.S. dollars for Canadian dollars, British pounds sterling, Mexican pesos,
euros, Thai baht, Singapore dollars, Brazilian reais, Japanese yen and Czech
koruna at future dates. In general, these contracts extend for periods of less
than 19 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. See note 2(n) to the Consolidated Financial
Statements.
As at December 31, 2002, the Company has contractual obligations that
require future payments as follows:
TOTAL 2003 2004 2005 2006 2007 THEREAFTER
-------- -------- -------- -------- -------- -------- ----------
(in millions)
Long-term debt......................... $ 6.9 $ 2.7 $ 2.5 $ 1.5 $ 0.1 $ 0.1 $--
Operating leases....................... 338.3 106.5 59.5 38.9 23.0 18.9 91.5
As at December 31, 2002, the Company has convertible instruments, the LYONs,
with an outstanding principal amount at maturity of $1,590.6 million payable
August 1, 2020. Holders of the instruments have the option to require Celestica
to repurchase their LYONs on August 2, 2005, at a price of $572.82 per LYON, or
a total of $911.1 million. The Company may elect to settle its repurchase
obligation in cash or shares, or any combination thereof. See further details in
note 10 to the Consolidated Financial Statements.
Under the terms of an existing real estate lease which expires in 2004,
Celestica has the right to acquire the real estate at a purchase price equal to
the lease balance which currently is approximately $37.3 million. In the event
that the lease is not renewed, subject to certain conditions, Celestica may
choose to market and complete the sale of the real estate on behalf of the
lessor. If the highest offer received is less than the lease balance, Celestica
would pay the lessor the lease balance less the gross sale proceeds, subject to
a maximum of $31.5 million. In the event that no acceptable offers are received,
Celestica would pay the lessor $31.5 million and return the property to the
lessor. Alternatively, Celestica may choose to acquire the real estate at the
expiration for a price equal to the then current lease balance. The future lease
payments under this lease are included in the total operating lease commitments.
As at December 31, 2002, the Company has commitments that expire as follows:
TOTAL 2003 2004 2005 2006 2007 THEREAFTER
-------- -------- -------- -------- -------- -------- ----------
(in millions)
Foreign currency contracts............. $669.1 $621.5 $ 39.6 $ 5.3 $ 2.7 $-- $--
Letters of credit, letters of guarantee
and surety and performance bonds..... 61.2 37.6 1.0 16.9 -- 3.9 1.8
The Company has also provided routine indemnifications, whose terms range in
duration and often are not explicitly defined. These guarantees may include
indemnifications against adverse effects due to changes in tax laws and patent
infringements by third parties. The maximum amounts from these indemnifications
cannot be reasonably estimated. In some cases, the Company has recourse against
other parties to mitigate its risk of loss
37
from these guarantees. Historically, the Company has not made significant
payments relating to these indemnifications.
The Company expenses management related fees charged by its parent company.
Management believes that the fees charged are reasonable in relation to the
services provided. See note 15 to the Consolidated Financial Statements.
RECENT DEVELOPMENTS
In January 2003, the Company made the following announcements:
In response to the continued limited visibility in end markets, the Company
plans to further reduce its manufacturing capacity. The reduction in capacity
will result in a pre-tax restructuring charge of between $50.0 million and
$70.0 million, to be recorded during 2003, of which approximately 80% will be
cash costs.
The Company has, from time to time, purchased LYONs on the open market. The
Company has been authorized by the board of directors to spend up to an
additional $100.0 million to repurchase LYONs, at management's discretion. This
is in addition to the amounts authorized in October 2002, of which
$48.0 million remains available for future purchases.
RECENT ACCOUNTING DEVELOPMENTS
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS:
In September 2001, the CICA issued Handbook Sections 1581, "Business
Combinations" and 3062, "Goodwill and Other Intangible Assets." The FASB issued
similar standards in July 2001. See notes 2(q)(ii) and 22(k) to the Consolidated
Financial Statements.
STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS:
Effective January 1, 2002, the Company adopted the new CICA Handbook
Section 3870. See note 2(q)(iii) to the Consolidated Financial Statements.
FOREIGN CURRENCY TRANSLATION AND HEDGING RELATIONSHIPS:
In January 2002, the CICA issued Accounting Guideline AcG-13. See note 2(r)
to the Consolidated Financial Statements.
IMPAIRMENT OF LONG-LIVED ASSETS:
In August 2001, FASB approved SFAS No. 143, "Accounting for Asset Retirement
Obligations" and in October 2001, FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." In December 2002, the CICA issued
standards similar to SFAS No. 144. See notes 22(k) and 2(r) to the Consolidated
Financial Statements.
COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES:
In July 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," effective for exit or disposal activities
that are initiated after December 31, 2002. See note 22(k) to the Consolidated
Financial Statements.
GUARANTEES:
In November 2002, FASB issued FIN 45, "Guarantor's Accounting and Disclosure
Requirements." In December 2002, the CICA approved AcG-14 which harmonizes
Canadian GAAP to the disclosure requirements of FIN 45. See notes 22(k)
and 2(r) to the Consolidated Financial Statements.
CONSOLIDATION OF VARIABLE INTEREST ENTITIES:
In January 2003, FASB issued FIN 46, "Consolidation of Variable Interest
Entities." See note 22(k) to the Consolidated Financial Statements.
38
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
Certain information concerning research and development and intellectual
property is set forth in "-- Operating Results -- Selling, general and
administrative expenses" and in Item 4, "Information of the Company -- Business
Overview -- Celestica's Business -- Technology and Research and Development."
D. TREND INFORMATION
During the past two years, economic growth slowed and, in some regions of
the world, the economy contracted. The demand for technology products fell
significantly and Celestica's customers experienced commensurately reduced
demand for their products. In turn, Celestica experienced reduced demand for the
manufacturing services that we provide. In 2003, the economic environment
continues to be uncertain, and Celestica continues to experience limited
visibility in end-market demand. Given the difficult economic environment,
Celestica has been focused on re-aligning capacity to match current levels of
product demand, generating increased levels of cash flow, and improving
operating efficiencies. We intend to continue these activities in 2003. There
continues to be a significant number of outsourcing opportunities and Celestica
is well positioned to participate further in the trend towards increased
outsourcing by OEMs. If, however, economic conditions were to deteriorate
significantly beyond current expectations, Celestica would likely continue
reducing capacity to match reduced levels of demand.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
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................... 56 Chairman of the Board, Chief Executive Officer, and Director
Robert L. Crandall................... 67 Director
William A. Etherington............... 61 Director
Richard S. Love...................... 65 Director
Roger L. Martin...................... 46 Director
Anthony R. Melman.................... 55 Director
Michio Naruto........................ 67 Director
Gerald W. Schwartz................... 61 Director
Charles W. Szuluk.................... 60 Nominee to Board of Directors
Don Tapscott......................... 55 Director
J. Marvin M(a)Gee.................... 50 President and Chief Operating Officer
Anthony P. Puppi..................... 45 Executive Vice President, Chief Financial Officer and
General Manager, Global Services
R. Thomas Tropea..................... 50 Vice Chair, Global Customer Units and Worldwide Marketing
and Business Development
Stephen W. Delaney................... 43 President, Americas
N.K. Quek............................ 55 President, Asia
Peter J. Bar......................... 45 Vice President and Corporate Controller
Arthur P. Cimento.................... 45 Senior Vice President, Corporate Strategies
Elizabeth L. DelBianco............... 43 Vice President, General Counsel, and Secretary
39
NAME AGE POSITION WITH CELESTICA
---- -------- ------------------------------------------------------------
Iain S. Kennedy...................... 41 Group Executive, Global Supply Chain and Information
Technology
Donald S. McCreesh................... 54 Senior Vice President, Human Resources
Paul Nicoletti....................... 35 Vice President and Corporate Treasurer
Daniel P. Shea....................... 46 Group Executive and Chief Technology Officer
Rahul Suri........................... 38 Senior Vice President, Corporate Development
F. Graham Thouret.................... 48 Senior Vice President, Finance
The following is a brief biography of each of Celestica's directors and
senior officers:
EUGENE V. POLISTUK is the founder, Chairman of the Board of Directors and
Chief Executive Officer of Celestica. He has been the Chief Executive Officer of
Celestica since its establishment in 1994, and was Celestica's President 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 with IBM, to a standalone 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. 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. And more recently, in 2002,
Mr. Polistuk was inducted by the University of Toronto into its Engineering Hall
of Distinction for his contributions to engineering and society. Mr. Polistuk
holds a Bachelor of Applied Science degree in Electrical Engineering from the
University of Toronto and a Doctor of Engineering (Hon.) from Ryerson
University.
ROBERT L. CRANDALL is the retired 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 appointed Lead Director in
December 2002. He is also a director of Anixter International Inc., the
Halliburton Company and i2 Technologies Inc. He also serves on the International
Advisory Board of American International Group, Inc. 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.
WILLIAM A. ETHERINGTON is a corporate director serving on the boards of
Celestica Inc. (since October 2001), Canadian Imperial Bank of Commerce,
Dofasco Inc., MDS Inc. and AT&T Canada. He is the former Senior Vice President
and Group Executive, Sales and Distribution, IBM Corporation and Chairman,
President and Chief Executive Officer of IBM World Trade Corporation. After
joining IBM Canada in 1964, Mr. Etherington ran successively larger portions of
the company's business in Canada, Latin America, Europe and from the corporate
office in Armonk, New York. He retired from IBM after a 37-year career.
Mr. Etherington holds a Bachelor of Science degree in Electrical Engineering and
a Doctor of Laws (Hon.) from the University of Western Ontario.
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 (electronics manufacturing) 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 and Professor of Strategy at the Joseph L. Rotman
School of Management at the University of Toronto and has been a director of
Celestica since July 1998. Mr. Martin was formerly a director of Monitor
Company, a Cambridge, Massachusetts based consulting firm, and is Chair of the
Ontario Task Force on Competitiveness, Productivity, and Economic Progress.
Mr. Martin also serves as a director on the board of The Thomson Corporation,
serves on the advisory boards of Butterfield & Robinson and Social Capital
Partners, is a founder of E-magine and serves as a trustee of The Hospital for
Sick Children. Mr. Martin holds an AB degree (cum laude) from Harvard College
and a Master of Business Administration degree from the Harvard University
Graduate School of Business Administration.
40
ANTHONY R. MELMAN is Vice President of Onex and has been a director of
Celestica since 1996. Dr. Melman joined Onex in 1984. He serves on the boards of
various Onex subsidiaries. From 1977 to 1984, Dr. Melman was Senior Vice
President of Canadian Imperial Bank of Commerce, in charge of worldwide merchant
banking, project financing, acquisitions and other specialized financing
activities. Prior to emigrating to Canada in 1977, he had extensive merchant
banking experience in South Africa and the U.K. Dr. Melman is also a director of
The Baycrest Centre Foundation, The Baycrest Centre for Geriatric Care, the
University of Toronto Asset Management Corporation, and a member of the Board of
Governors of Mount Sinai Hospital. He is also Chair of Fundraising for the
Pediatric Oncology Group of Ontario (POGO). Dr. Melman holds a Bachelor of
Science degree in Chemical Engineering from the University of The Witwatersrand,
a Master of Business Administration (gold medalist) from University of Cape Town
and a Ph.D. in Finance from the University of The Witwatersrand.
MICHIO NARUTO had been Chairman of the Board of Fujitsu Services (formerly
ICL) since 2002. He has been special representative of Fujitsu since June 2000
and was Vice Chairman of Fujitsu until April 2000. Mr. Naruto is currently
Chairman of Toyota InfoTechnology Center, a subsidiary of Toyota Motor
Corporation. He has been a director of Celestica since October 2001. Mr. Naruto
joined Fujitsu Limited in February 1962. In 1981, when the company entered into
the technology agreement with ICL, he held the position of General Manager,
Business Administration of International Operations. He was appointed to the
board of Fujitsu Limited in 1985, in charge of International Operations. Later
his responsibility in Fujitsu covered the ICL Business Group; Legal and Industry
Relations; and, External Affairs and Export Control. In his current capacity, he
attends various international conferences as special representative of Fujitsu
and also takes a role as chairman of Fujitsu Research Institute. Mr. Naruto
holds a Bachelor of Laws degree from the University of Tokyo.
GERALD W. SCHWARTZ is the Chairman of the Board, President and Chief
Executive Officer of Onex Corporation 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 what is now CanWest Global Communications Corp. He is a director of
Onex, The Bank of Nova Scotia, Phoenix Entertainment Corp. and Vincor
International Inc., and Chairman of Loews Cineplex Entertainment Corp.
Mr. Schwartz is also 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 of Toronto, Canadian Council
of Christians and Jews, The Board of Associates of the Harvard Business School
and The Simon Wiesenthal Center. He 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.
CHARLES W. SZULUK, formerly an officer of The Ford Motor Company, was
President of Visteon Automotive Systems, and a Group Vice President. From 1988
until 1999, he held positions of increasing responsibility with Ford, including
General Manager, Electronics Division, and Vice President, Process Leadership
and Information Systems. He retired from Ford in 1999. Prior to joining Ford, he
spent 24 years with IBM Corporation in a variety of management and executive
management positions. Mr. Szuluk holds a Bachelor of Science degree in Chemical
Engineering from the University of Massachusetts and attended Union College of
New York in Advanced Graduate Studies.
DON TAPSCOTT is an internationally respected authority, consultant and
speaker on business strategy and organizational transformation. He is the author
of several widely read books on the application of technology in business.
Mr. Tapscott is President of New Paradigm Learning Corporation -- a business
strategy and education company he founded in 1992, and an adjunct Professor of
Management at the University of Toronto's Joseph L. Rotman School of Management.
He is also a founding member of the Business and Economic Roundtable on
Addiction and Mental Health, and a fellow of the World Economic Forum.
Mr. Tapscott has been a director of Celestica since September 1998. He holds a
Bachelor of Science degree in Psychology and Statistics, and a Master of
Education degree, specializing in Research Methodology, as well as a Doctor of
Laws (Hon.) from the University of Alberta.
J. MARVIN M(A)GEE has been the President and Chief Operating Officer of
Celestica since February 2001. Prior to that, he held the position of Executive
Vice President, Worldwide Operations since October 1999. He joined the Company
in January 1997, as Senior Vice President, Canadian Operations. Mr. M(a)Gee
currently has
41
responsibility for global manufacturing operations. Before joining Celestica,
Mr. M(a)Gee spent 18 years with IBM Canada where he held a number of executive
positions in manufacturing and development, 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.
ANTHONY P. PUPPI has been the Chief Financial Officer of Celestica since its
establishment and was a director of Celestica from October 1996 to April 2002.
He was appointed Executive Vice President in October 1999 and General Manager,
Global Services in January 2001. Mr. Puppi is responsible for Celestica's global
financial activities, as well as a number of global services businesses,
including design, repair, power systems, and plastics. From 1980 to 1992, he
held positions of increasing 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.
R. THOMAS TROPEA has been Vice Chair, Global Customer Units and Worldwide
Marketing and Business Development of Celestica since February 2001. Prior to
that, he was the Executive Vice President, Worldwide Marketing and Business
Development since October 1999, and was 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.
STEPHEN W. DELANEY has been the President, Americas of Celestica since
September 2002. He is responsible for Celestica's operations in North and South
America. Prior to that, Mr. Delaney was Senior Vice President, U.S. East
Operations since January 2002, and was Senior Vice President, U.S. Central
Operations from May 2001 to January 2002. Before joining Celestica, Mr. Delaney
was the vice president and general manager of Interior and Exterior Systems
Business at Visteon, where he was responsible for a division with 25 plants and
25,000 employees spanning North and South America, Europe, and Asia. Prior to
joining Visteon in 1997, as vice president of Supply, Mr. Delaney held executive
and senior management roles in the operations of AlliedSignal's Electronic
Systems business, Ford's Electronics Division, and IBM's Telecommunications
division. Mr. Delaney holds a Masters degree in Business Administration from
Duke University in North Carolina and a Bachelor of Science degree in Industrial
Engineering from Iowa State University.
N. K. QUEK has been the President, Asia of Celestica since September 2002.
He is responsible for Celestica's operations in China, Hong Kong, Indonesia,
Japan, Malaysia, Singapore, and Thailand. Prior to that, Mr. Quek was Senior
Vice President, Asia Operations. Before joining Celestica in 1999, he was the
Senior Vice President of Asia Operations for IMS. Mr. Quek has over 25 years
direct high-tech experience and, over the course of his career, has held
positions at Intel, Seagate, National Semi-conductor, GE, SCI Systems and
Siemens in operations, repair services, process engineering, quality assurance,
and power. Mr. Quek holds a Bachelor degree in Management Studies from the
Management Institute of Singapore.
PETER J. BAR has been Vice President and Corporate Controller of Celestica
since February 1999. He joined Celestica in March 1998, as Vice President,
Finance -- Power Systems. Prior to joining Celestica, Mr. Bar was the Director
of Finance for the Personal Systems Group of IBM Canada. During his 14-year
career in the information technology industry, he has served in several senior
management positions for both IBM Canada, and IBM's headquarters in Armonk,
New York. Mr. Bar holds a Bachelor of Commerce degree from the University of
Toronto and a Chartered Accountants designation.
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.
42
ELIZABETH L. DELBIANCO joined Celestica Inc. in February 1998, as Vice
President, General Counsel, and Corporate Secretary. She is responsible for the
legal affairs of Celestica on a global basis, including all aspects of
regulatory compliance and corporate governance. 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 University of Western
Ontario. She is admitted to practice in Ontario and New York.
IAIN S. KENNEDY has been a Senior Vice President of Celestica since 1996. He
currently is responsible for Celestica's global supply chain management (SCM)
and information technology (IT) organizations. As such, Mr. Kennedy is
responsible for maintaining industry-leading SCM and IT performance, while
continuing to deploy a competitive operational strategy across all functions and
regions of the Company's sophisticated global manufacturing network. Previously,
he was responsible for the integration of new acquisitions as well as
South American operations from October 2000 until November 2002. Prior to that
he led Celestica's Mergers and Acquisitions team from 1996 through
September 2000. Mr. Kennedy joined IBM Canada in 1984, and, over the course of
his career, has held a number of senior management positions in key areas of the
business, including supply chain management, manufacturing operations, business
development, and information technology as chief information officer from 1996
to 1998. 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. In 1998, he was the recipient of Canada's Top 40 Under 40-TM- award in
recognition of attaining a significant level of success before the age of 40.
DONALD S. MCCREESH 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), one of
North America's leading financial institutions. In 1988 he joined Northern
Telecom, a global leader in telephony, data, wireless and wireline solutions for
the Internet. There he held a number of senior human resource management
positions. In 1993, he was named Senior Vice President, Human Resources, where
he oversaw all global human resource operations for Nortel. Mr. McCreesh holds
both a Bachelor of Psychology and a Master of Business Administration degree
from McMaster University.
PAUL NICOLETTI has been Vice President and Corporate Treasurer since
September 2002. He is responsible for all corporate finance and treasury-related
matters, in addition to global tax and investor relations. Previously, he was
Vice President, Global Financial Operations since February 2001, where he led
the regional financial organizations on a global basis. Prior to that, since
August 1999, he was Vice President, Finance and was responsible for all
financial aspects of Celestica's Canadian and Mexico EMS operations.
Mr. Nicoletti joined IBM in 1989, and, over the course of his career, has held a
number of senior financial roles in business development, planning, accounting,
pricing, and financial strategies. He was responsible for leading all financial
strategies and due diligence relating to the divestiture of Celestica from IBM.
Mr. Nicoletti holds a Bachelor of Arts degree from the University of Western
Ontario and a Masters of Business Administration degree from York University.
DANIEL P. SHEA has been a Senior Vice President of Celestica since
October 1996, and has been the company's Chief Technology Officer since
March 1998. In his current role as Group Executive and Chief Technology Officer,
Mr. Shea is responsible for all activities including sales, business
development, operations, and profit and loss associated with his global
accounts, as well as all aspects of the Company's technology development.
Mr. Shea joined IBM Canada in 1980, and, over the course of his career, has held
a number of engineering management roles including quality, reliability,
procurement, development and power systems. Mr. Shea holds a Bachelor of Applied
Science degree in Electrical Engineering from the University of Toronto.
RAHUL SURI has been a Senior Vice President of Celestica since July 2000. In
his current role as Senior Vice President, Corporate Development, he is
responsible for global mergers and acquisitions, as well as for pursuing,
developing and implementing strategic corporate development opportunities with
new and existing customers and partners. Mr. Suri has more than 13 years of
mergers and acquisitions and corporate development experience. Prior to joining
Celestica, he held a range of senior positions in the mergers and acquisitions
field, including managing director of the M&A group at BMO Nesbitt Burns
Investment Banking, and Partner at
43
Davies Ward Phillips & Vineberg, a leading M&A law firm. Mr. Suri was also a
visiting professor at Queen's University Law School, Ontario for three years,
where he taught advanced corporate law and mergers and acquisitions. In 1992, he
served as policy advisor to the chairman and the executive director of the
Ontario Securities Commission on policy and legal matters. Mr. Suri has a Master
of Arts degree in law from Cambridge University, England. He is also a qualified
barrister and solicitor in the Province of Ontario.
F. GRAHAM THOURET has been a Senior Vice President of Celestica since
September 2002. He is currently responsible for the Company's global finance
organization. Prior to that, Mr. Thouret was Vice President and Corporate
Treasurer of Celestica since October 1997. Before joining Celestica, 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 (Gulf Canada) and
investment banking (Burns Fry). Mr. Thouret holds a Bachelor of Engineering
(Honours) degree from McGill University and a Master of Science degree in
Management 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 of the Board of
Directors attended and each meeting attended of a committee of the Board of
Directors of which the Director is a member. Meetings of directors are expected
to occur at least quarterly. In lieu of receiving such retainer and attendance
fees in cash, these directors may elect, at the time they are first elected or
appointed to Celestica's Board of Directors, to receive their fees in
subordinate voting shares. Directors who joined the Board of Directors at or
about the time of Celestica's initial public offering receive an annual retainer
and per meeting fee of 2,860 and 286 subordinate voting shares respectively.
Under the Directors' Compensation Plan adopted in July 2001, the number of
shares to be paid to other eligible directors in lieu of cash is calculated, in
the case of meeting fees, by dividing the cash fee that would otherwise be
payable by the closing price of subordinate voting shares on the NYSE on the
date of the meeting, and, in the case of annual retainer fees, by dividing the
cash amount that would otherwise be payable quarterly by the closing price of
subordinate voting shares on the NYSE on the last day of the quarter. Each
director has the right to elect to defer payment of his fees. Grants of
subordinate voting shares for director compensation may not exceed an aggregate
of 500,000 subordinate voting shares. The aggregate compensation paid in 2002 by
Celestica to our directors in their capacity as directors was $60,000 and the
right to receive, in the aggregate for 2002, 19,286 subordinate voting shares
(an aggregate of 77,830 subordinate voting shares from the initial public
offering through 2002). The delivery of these shares was deferred until the
respective directors cease to be directors of Celestica. Mr. Crandall, in his
capacity as Chairman of the Executive Committee, also receives an annual grant
of 10,000 Performance Units convertible into subordinate voting shares upon his
retirement from the Board of Directors.
In 2002, eligible directors were issued options to acquire 10,000
subordinate voting shares pursuant to the Long-Term Incentive Plan, at an
exercise price of US$32.40.
44
As of February 28, 2003, 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
------------- --------------
210,000 $ 0.925
596,737 $ 5.00
483,690 $ 8.75
69,700 $ 7.50
293,880 C$ 18.90
28,600 C$ 20.625
80,000 C$ 31.85
70,000 $ 22.97
486,000 C$ 57.845
60,000 $ 39.03
100,000 C$ 60.00
251,000 C$ 86.50
59,000 $ 56.1875
25,000 C$ 73.50
100,000 $ 50.00
480,200 C$ 66.06
149,000 $ 41.89
5,000 $ 40.06
40,000 C$ 34.50
40,000 $ 23.41
40,000 C$ 72.60
40,000 $ 48.69
40,000 C$ 66.78
40,000 $ 44.23
40,000 $ 35.95
50,000 $ 13.10
145,000 $ 18.66
482,000 C$ 29.11
3,000 C$ 23.29
10,000 $ 32.40
These options expire at various dates from November 4, 2005 through
December 18, 2012. See "-- Share Ownership -- Share Purchase and Option Plans"
below. See note 11 to the Consolidated Financial Statements in Item 18
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, 2002 (collectively, the
"Named Executive Officers") for services rendered in all capacities during our
two most recently completed financial years.
45
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION AWARDS
------------------------------ -------------------
SECURITIES UNDER ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS GRANTED(2) COMPENSATION(3)
--------------------------- -------- -------- -------- ------------------- ---------------
($) ($) (#) ($)
Eugene V. Polistuk...................... 2002 700,000 -- 150,000 645,161
Chairman of the Board and Chief 2001 700,000 -- 150,000 225,962
Executive Officer
J. Marvin M(a)Gee....................... 2002 525,000 -- 110,000 31,589
President and Chief Operating Officer 2001 516,250 -- 135,000 61,947
Anthony P. Puppi........................ 2002 400,000 -- 60,000 117,608
Executive Vice President, Chief 2001 400,000 -- 59,000 55,565
Financial Officer and General Manager,
Global Services
R. Thomas Tropea........................ 2002 400,000 -- 45,000 11,500
Vice Chair, Global Customer Units and 2001 400,000 -- 59,000 10,200
Worldwide Marketing and Business
Development
Stephen W. Delaney...................... 2002 333,750 -- 75,000(4) 7,000
President, Americas 2001 204,694(5) 150,000(6) 140,000(7) 154,500(8)
------------
(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, 2002 to
Named Executive Officers."
(3) Represents amounts set aside to provide benefits under Celestica's pension
plans (see " -- Pension Plans").
(4) Includes 25,000 options granted to Mr. Delaney on October 1, 2002 when he
assumed responsibility for the Americas.
(5) Mr. Delaney joined Celestica in May 2001. The amount specified represents
Mr. Delaney's salary from his date of hire to the end of the year.
(6) Represents the amount Celestica agreed to pay to Mr. Delaney at his date of
hire as a bonus for the year ended December 31, 2001.
(7) Includes 100,000 options granted to Mr. Delaney upon joining Celestica.
(8) Includes $150,000 paid to Mr. Delaney upon joining Celestica.
OPTIONS GRANTED DURING YEAR ENDED DECEMBER 31, 2002 TO NAMED EXECUTIVE
OFFICERS
The following table sets out options to purchase subordinate voting shares
granted by the Company to the Named Executive Officers during the year ended
December 31, 2002.
SUBORDINATE MARKET VALUE OF
VOTING SHARES % OF TOTAL OPTIONS SUBORDINATE VOTING
UNDER OPTIONS GRANTED TO SHARES ON THE
NAME GRANTED(1) EMPLOYEES IN 2002 EXERCISE PRICE DATE OF GRANT EXPIRATION DATE
---- ------------- ------------------ -------------- ------------------ -----------------
(#) ($/share) ($/share)
Eugene V. Polistuk... 150,000 3.9% C$29.11 C$29.11 December 3, 2012
J. Marvin M(a)Gee.... 110,000 2.8% C$29.11 C$29.11 December 3, 2012
Anthony P. Puppi..... 60,000 1.5% C$29.11 C$29.11 December 3, 2012
R. Thomas Tropea..... 45,000 1.2% U.S.$18.66 U.S.$18.66 December 3, 2012
Stephen W. Delaney... 25,000 0.6% U.S.$13.10 U.S.$13.10 October 1, 2012
50,000 1.3% U.S.$18.66 U.S.$18.66 December 3, 2012
------------
(1) Options vest in four equal annual installments.
46
OPTIONS EXERCISED DURING MOST RECENTLY COMPLETED FINANCIAL YEAR AND VALUE OF
OPTIONS AT DECEMBER 31, 2002 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, 2002 and with respect to subordinate
voting shares under option to the Named Executive Officers as at December 31,
2002.
VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SUBORDINATE VOTING AGGREGATE DECEMBER 31, 2002 DECEMBER 31, 2002(2)
SHARES ACQUIRED VALUE --------------------------------- ---------------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE(3) UNEXERCISABLE(3) EXERCISABLE(3) UNEXERCISABLE(3)
---- ------------------ ----------- -------------- ---------------- -------------- ----------------
Eugene V. Polistuk..... -- -- 598,333 347,500 $2,738,230 --
J. Marvin M(a)Gee...... -- -- 252,382 248,750 $ 962,551 --
Anthony P. Puppi....... 14,869 $139,769 193,446 139,250 $ 483,210 --
R. Thomas Tropea....... -- -- 271,302 170,888 $ 998,053 $249,513
Stephen W. Delaney..... -- -- 35,000 180,000 -- $ 25,000
------------
(1) Based on the closing price of the underlying shares on The New York Stock
Exchange on the date of exercise of the options.
(2) Based on the closing price of the subordinate voting shares on The New York
Stock Exchange on December 31, 2002 of $14.10.
(3) Options granted under the ESPO Plans and the Long-Term Incentive Plan.
Exercisable options include options that vested January 1, 2003.
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. They 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 Canada Customs and Revenue
Agency maximum pension benefits.
Mr. M(a)Gee participates only in the defined contribution portion of the
Canadian Pension Plan. 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 to this plan on behalf of an employee 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. Celestica currently contributes 6% of earnings
annually on behalf of Mr. MaGee.
Messrs. Polistuk and Puppi participate only in the defined benefit portion
of the Canadian Pension Plan. The benefit provided under this plan is equal to
the benefit entitlement accrued under the relevant IBM plan prior to
October 22, 1996, the date Celestica was divested from IBM, plus the benefits
earned under the Canadian Pension Plan since that date. The terms of the
Canadian Pension Plan, which were accepted by certain employees when they
transferred to Celestica, mirrored those of the IBM pension plan in place at the
time of divestiture. The Plan is of a modified career average design with
benefits based on a three-year earnings average to December 31 of a designated
base year (the "Base Year"). In 2002, the Base Year was updated to December 31,
2001 and may be updated from time to time until December 31, 2009. The formula
for calculating benefits for the period after October 22, 1996 is 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 also provides for
supplementary early retirement benefits from the date of early retirement to age
65.
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 based on average earnings and years of service.
47
CANADIAN PENSION PLAN TABLE(1)(2)
YEARS OF SERVICE
-----------------------------------------
EARNINGS AVERAGE 20 25 30 35
---------------- -------- -------- -------- --------
$ 400,000 $113,000 $142,000 $170,000 $170,000
$ 600,000 $171,000 $214,000 $257,000 $257,000
$ 800,000 $229,000 $287,000 $344,000 $344,000
$1,000,000 $287,000 $359,000 $431,000 $431,000
$1,200,000 $345,000 $432,000 $518,000 $518,000
$1,400,000 $403,000 $504,000 $605,000 $605,000
$1,600,000 $461,000 $577,000 $692,000 $692,000
$1,800,000 $519,000 $649,000 $779,000 $779,000
------------
(1) This table assumes total of retirement age and years of service is greater
than or equal to 80.
(2) All amounts are shown converted into U.S. dollars from Canadian dollars at
an exchange rate of US$1.00 = C$1.4880.
As at December 31, 2002, Messrs. Polistuk and Puppi had completed 34 and
23 years of service, respectively.
During the year ended December 31, 2002, Celestica accrued an aggregate of
$749,574 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, 2002 for the purpose of
providing pension, retirement or similar benefits for Messrs. Polistuk, Puppi
and M(a)Gee pursuant to any other plans.
Messrs. Tropea and Delaney participate 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 20% of their total
compensation. Celestica may make contributions for the benefit of eligible
employees.
During the year ended December 31, 2002, Celestica contributed $18,500 to
the U.S. Plan for the benefit of Messrs. Tropea and Delaney. Except as described
above, no other amounts were set aside or accrued by Celestica during the year
ended December 31, 2002 for the purpose of providing pension, retirement or
similar benefits for Messrs. Tropea and Delaney.
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 our subsidiaries have entered into indemnification
agreements with certain of the directors and officers of Celestica and our
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.
48
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 four standing committees, each with a
specific mandate. The Executive Committee includes a majority of independent
directors. The Audit Committee, Compensation Committee, Nominating and Corporate
Governance Committee are each composed of independent 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, the majority of whom are independent.
AUDIT COMMITTEE
The Audit Committee consists of Mr. Crandall, Mr. Etherington, Mr. Love,
Mr. Martin and Mr. Tapscott, all of whom are independent directors. The Audit
Committee has a well-defined mandate which, among other things, sets out its
relationship with, and expectations of, the external auditors, including the
establishment of the independence of the external auditors and approval of any
non-audit mandates of the external auditor; the engagement, evaluation,
remuneration and termination of the external auditor; its relationship with, and
expectations of, the internal auditor function and its oversight of internal
control; and the disclosure of financial and related information. The Audit
Committee has direct communication channels with the internal and external
auditors to discuss and review specific issues and has the authority to retain
such independent advisors as it may consider appropriate. The Audit Committee
annually reviews and approves the mandate and plan of the internal audit
department. 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.
49
COMPENSATION COMMITTEE
The Compensation Committee consists of Mr. Crandall, Mr. Etherington,
Mr. Love, Mr. Melman and Mr. Tapscott, all of whom are independent directors. It
is the responsibility of the Compensation Committee to define and communicate
compensation policy and principles that reflect and support the Company's
strategic direction, business goals and desired culture. The mandate of the
Compensation Committee includes the following: review and recommend to the Board
of Directors the Company's compensation strategy, including plan design,
performance targets and program administration; recommend to the Board of
Directors the compensation of the Chief Executive Officer based on the Board of
Directors' assessment of the annual performance of the Chief Executive Officer;
review and recommend to the Board of Directors the compensation of the Named
Executive Officers and other senior managers whose compensation is subject to
review by the Board of Directors; review the Company's succession plans for key
executive positions; and review and approve material changes to the Company's
organizational structure and human resource policies.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Nominating and Corporate Governance Committee consists of Mr. Crandall,
Mr. Etherington, Mr. Love, Mr. Melman and Mr. Tapscott, all of whom are
independent directors. The Nominating and Corporate Governance Committee
recommends to the Board the criteria for selecting candidates for nomination to
the Board and the individuals to be nominated for election by the shareholders.
The Committee's mandate includes making recommendations to the Board relating to
the Company's approach to corporate governance, developing the Company's
corporate governance guidelines, assessing the performance of the Chief
Executive Officer relative to corporate goals and objectives established by the
Committee, and assessing the effectiveness of the Board of Directors and its
committees.
D. EMPLOYEES
Celestica has over 40,000 permanent and temporary (contract) employees
worldwide as of December 31, 2002. The following table sets forth information
concerning our employees by geographic location:
NUMBER OF EMPLOYEES
------------------------------
DATE AMERICAS EUROPE ASIA
---- -------- -------- --------
December 31, 2000........................................... 16,000 6,000 7,000
December 31, 2001........................................... 17,500 7,500 15,000
December 31, 2002........................................... 14,500 6,000 19,500
During the year ended December 31, 2002, approximately 10,000 temporary
(contract) employees were engaged by Celestica worldwide. During the year ended
December 31, 2002, approximately 4,600 employees, including temporary (contract)
employees, were terminated as a result of restructuring actions announced during
the year. See note 13 to the Consolidated Financial Statements in Item 18
for further information on the restructuring.
Certain information concerning employees is set forth in Item 4,
"Information on the Company -- Business Overview -- Human Resources."
50
E. SHARE OWNERSHIP
The following table sets forth certain information concerning the direct and
beneficial ownership of shares of Celestica at February 28, 2003 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", subordinate voting shares are referred to as "SVS", and Celestica's
Liquid Yield Option-TM- Notes due 2020 are referred to as "LYONs."
PERCENTAGE OF PERCENTAGE
PERCENTAGE ALL OF VOTING
NAME OF BENEFICIAL OWNER(1) VOTING SHARES OF CLASS EQUITY SHARES POWER
--------------------------- ------------------------------- ---------- ---------------- ----------------
Eugene V. Polistuk(2)..................... 720,892 SVS * * *
Robert L. Crandall(3)..................... 110,000 SVS * * *
15,130 LYONs (4) * * *
William E. Etherington(5)................. 16,250 SVS * * *
Richard S. Love(6)........................ 105,000 SVS * * *
Roger L. Martin(7)........................ 73,000 SVS * * *
Anthony R. Melman(8)(9)................... 450,000 SVS * * *
Gerald W. Schwartz(8)(10)................. 39,065,950 MVS 100.0% 17.1% 83.8%
3,671,982 SVS 1.9% 1.6% *
Don Tapscott(11).......................... 93,000 SVS * * *
J. Marvin M(a)Gee......................... 308,632 SVS * * *
Anthony P. Puppi.......................... 293,667 SVS * * *
R. Thomas Tropea.......................... 351,302 SVS * * *
Stephen W. Delaney........................ 61,657 SVS * * *
All directors and executive officers as a
group
(22 persons)(2)(3)(5)(6)(7)(8)(9)(10)(11)(12).... 39,065,950 MVS 100.0% 17.1% 83.8%
7,280,453 SVS 3.8% 3.2% *
Total percentage of all equity shares
and total percentage of voting
power................................. 20.3% 84.4%
------------
* 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.
(2) Includes 598,333 subordinate voting shares subject to exercisable options.
(3) Includes 100,000 subordinate voting shares subject to exercisable options.
(4) Each LYON is convertible into 5.6748 subordinate voting shares at the option
of the holder.
(5) Includes 6,250 subordinate voting shares subject to exercisable options.
(6) Includes 100,000 subordinate voting shares subject to exercisable options.
(7) Includes 73,000 subordinate voting shares subject to exercisable options.
(8) The address of such shareholders is: c/o Onex Corporation, 161 Bay Street,
P.O. Box 700, Toronto, Ontario, Canada M5J 2S1.
(9) 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.
(10) Includes 188,744 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.
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.
51
(11) Includes 93,000 subordinate voting shares subject to exercisable options.
(12) Includes 425,200 subordinate voting shares held by Towers Share Plan
Services, 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 666,437 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."
SHARE PURCHASE AND OPTION PLANS
We have issued subordinate voting shares and have granted options to acquire
subordinate voting shares for the benefit of certain of our employees and
executives pursuant to various employee share purchase and option plans in
effect prior to our 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. All options granted
under the ESPO Plans were fully vested as of December 31, 2002. All subordinate
voting shares acquired by employees under the ESPO Plans are held either by the
employee, or by Towers Perrin Share Plan Services in trust for Celestica
Employee Nominee Corporation as agent for and on behalf of such employees.
As at February 28, 2003, approximately 4,500 persons held options to acquire
an aggregate of approximately 25,536,000 subordinate voting shares. Most of
these options were issued pursuant to the ESPO and LTIP Plans. The following
table sets forth information with respect to options outstanding as at
February 28, 2003.
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)...... 210,000 $0.925 June 13, 1996 June 13, 2006
596,737 $5.00 During 1997 April 8, 2007
387,390 $7.50-$8.75 During 1997 and October 22, 1997
1998 to July 3, 2008
472,480 C$18.90-$22.97 During 1999 January 1, 2009 to
September 20, 2009
546,000 $39.03/C$57.845 December 7, 1999 December 7, 2009
105,000 $40.06-C$60.00 During 2000 February 1, 2010
to May 26, 2010
310,000 $56.1875/C$86.50 December 5, 2000 December 5, 2010
25,000 C$73.50 March 1, 2001 March 1, 2011
100,000 $50.00 April 20, 2001 April 20, 2011
629,200 $41.89/C$66.06 December 4, 2001 December 4, 2011
680,000 $13.10-C$29.11 During 2002 October 1, 2012 to
December 18, 2012
Directors who are not Executive Officers...... 166,000 $8.75 During 1998 July 7, 2008
80,000 $23.41/C$34.50 July 7, 1999 July 7, 2009
80,000 $48.69/C$72.60 July 7, 2000 July 7, 2010
80,000 $44.23/C$66.78 July 7, 2001 July 7, 2011
40,000 $35.95 October 22, 2001 October 22, 2011
10,000 $32.40 April 21, 2002 April 21, 2012
52
NUMBER OF
SUBORDINATE
VOTING SHARES
BENEFICIAL HOLDERS UNDER OPTION EXERCISE PRICE YEAR OF ISSUANCE DATE OF EXPIRY
------------------ ------------- ----------------- ------------------ ------------------
All other Celestica Employees (other than IMS
and Primetech) (more than 4,000 persons in
total)...................................... 3,108,372 $5.00 During 1997 April 8, 2007(1)
621,985 $7.50-C$14.05 During 1998 April 29, 2008 to
November 9, 2008
726,945 $13.69-C$21.45 January 1, 1999 to January 1, 2009 to
March 17, 1999 March 17, 2009
2,162,075 $39.03/C$57.845 December 7, 1999 December 7, 2009
577,705 $13.65-C$53.75 During 1999 January 1, 2009 to
December 31, 2009
1,040,416 $40.06-C$123.65 During 2000 January 1, 2010 to
December 31, 2010
2,332,290 $56.1875/C$86.50 December 5, 2000 December 5, 2010
1,223,292 $49.00-C$108.45 During 2001 January 1, 2011 to
December 31, 2011
5,286,348 $41.89/C$66.06 December 4, 2001 December 4, 2011
451,976 $13.10-C$70.81 During 2002 January 1, 2012 to
December 31, 2012
2,713,228 $18.66/C$29.11 December 3, 2002 December 3, 2012
48,150 $11.76-C$18.12 January 1, 2003 to January 1, 2013 to
February 28, 2003 February 28, 2013
IMS Employees(2)(3)........................... 509,434 $0.925-$13.31 December 30, 1998 June 13, 2006 to
December 18, 2008
Primetech Employees(4)........................ 31,793 C$47.73 June 29, 1998 June 29, 2003
58,821 C$65.91 July 14, 1999 July 14, 2004
93,500 C$97.73-C$111.36 February 15, 2000 February 15, 2005
to June 15, 2000 to June 15, 2005
31,735 C$45.45-C$67.05 January 10, 2001 January 10, 2006
to March 16, 2001 to March 16, 2006
---------------
(1) Except for 157,035 options which expire on November 4, 2005.
(2) Represents options outstanding under certain stock option plans that were
assumed by Celestica on December 30, 1998.
(3) The original exercise price for these options was based on the NASDAQ market
price of IMS common stock at the date of issuance.
(4) Represents options outstanding under certain stock option plans that were
assumed by Celestica on August 3, 2001.
Our 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 our operational units, and
across functional and geographic boundaries. Accordingly, prior to the
completion of our initial public offering, we established the Long-Term
Incentive Plan and the Employee Share Ownership 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, our subsidiaries and other companies or
partnerships in which Celestica has a significant investment
("affiliated entities").
Under the Plan, up to 29,000,000 subordinate voting shares of Celestica may
be issued from treasury. 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 Plan limits the number of
subordinate voting shares which may be reserved for issuance to insiders or any
one participant 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 10% and 5%, respectively, of the aggregate issued and outstanding subordinate
voting shares and multiple voting shares of Celestica.
53
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 our
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.
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.
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
54
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. MAJOR SHAREHOLDERS
The following table sets forth certain information concerning the direct and
beneficial ownership of the shares of Celestica at February 28, 2003 by each
person known to Celestica to own beneficially, directly or indirectly, 5% or
more of the subordinate voting shares or the multiple voting shares. In this
table, multiple voting shares are referred to as "MVS" and subordinate voting
shares are referred to as "SVS."
PERCENTAGE PERCENTAGE OF ALL PERCENTAGE OF
NAME OF BENEFICIAL OWNER(1) TYPE OF OWNERSHIP NUMBER OF SHARES OF CLASS EQUITY SHARES VOTING POWER
--------------------------- ------------------- --------------------- ---------------- ----------------- ----------------
Onex Corporation(2)(3)... Direct and Indirect 39,065,950 MVS 100.0% 17.1% 83.8%
3,483,238 SVS 1.8% 1.5% *
Gerald W. Schwartz(2)(4)... Direct and Indirect 39,065,950 MVS 100.0% 17.1% 83.8%
Toronto, Ontario... 3,671,982 SVS 1.9% 1.6% *
Total percentage of all equity shares and total percentage of voting
power............................................................... 20.3% 84.4%
------------
* 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) 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, 1,540,734 subordinate voting shares held 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, 33,754 subordinate voting shares
representing an undivided interest of approximately 10.2% in 330,872
subordinate voting shares, and 280,376 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 certain
subsidiaries of Onex and 1,757,467 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 of the debenture or, in the case of an equity forward agreement, Onex
does not elect to satisfy its obligations in cash rather than delivering
subordinate voting shares, if the issuer or Onex, as the case may be, does
not hold a sufficient number of subordinate voting shares to satisfy its
obligations, the requisite number of multiple voting shares held by such
person will immediately be converted into subordinate voting shares, which
will be delivered to satisfy such obligations.
The shares Onex owns and the shares Onex has the right to vote represent in
the aggregate 84% of the voting power of all Celestica shares. If the issuer
of the exchangeable debentures or the party to the equity forward
agreements, 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 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 February 28, 2003, represent in the aggregate 78% of the voting
interest in our company.
(4) Includes 188,744 subordinate voting shares owned by a company controlled by
Mr. Schwartz and all of the shares of Celestica beneficially owned by Onex,
or in respect of which Onex exercises control or direction, of which
1,077,500 subordinate voting shares are subject to options granted to
Mr. Schwartz pursuant to certain management incentive plans of Onex.
Mr. Schwartz is a director of Celestica and 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 the Celestica shares owned by Onex.
55
HOLDERS
On February 28, 2003, there were approximately 1,777 holders of record of
subordinate voting shares, of which approximately 410 holders, holding
approximately 46% of the outstanding subordinate voting shares, were resident in
the United States.
On February 28, 2003, there was one holder of record of the Liquid Yield
Option-TM- Notes due 2020; the holder of record was in the United States.
B. RELATED PARTY TRANSACTIONS
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
Celestica and Onex are parties to an agreement under which Onex has agreed
to provide certain 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 under the agreement equal to $2.0 million per year adjusted for changes in
the Canadian consumer price index. The 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 agreement has a term
of five years, commencing July 7, 1998, 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 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 2002, Celestica paid
to Onex management fees of approximately $2.2 million.
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
As at February 28, 2003, Celestica had guaranteed $4,128,012 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
LARGEST AMOUNT AMOUNT
OUTSTANDING DURING OUTSTANDING AS AT
NAME AND PRINCIPAL POSITION 2002(1) FEBRUARY 28, 2003(1)(2)
--------------------------- ------------------- -------------------------
J. Marvin M(a)Gee........................................... $ 166,618 $ 166,618
President and Chief Operating Officer
R. Thomas Tropea............................................ $ 436,828 $ 436,828
Vice Chair, Global Customer Units and Worldwide Marketing
and Business Development
Daniel P. Shea.............................................. $ 301,299 $ 301,299
Group Executive and Chief Technology Officer
Rahul Suri.................................................. $ 1,026,254 $ 1,026,254
Senior Vice President, Corporate Development
------------
(1) All amounts shown are converted into U.S. dollars from Canadian dollars at
an exchange rate of U.S.$1.00 = C$1.4880.
(2) 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.
56
No securities were purchased by any director or officer during 2002 with the
financial assistance of Celestica. No director, officer or employee was indebted
to Celestica other than in connection with securities purchase programs during
the year ended December 31, 2002.
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
We are 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 Celestica.
DIVIDEND POLICY
We have not declared or paid any dividends to our shareholders. We will
retain earnings for general corporate purposes to promote future growth; as
such, the board of directors does not anticipate paying any dividends for the
foreseeable future. Celestica's board of directors will review this policy from
time to time, having regard to our financial condition, financing requirements
and other relevant factors.
B. SIGNIFICANT CHANGES
See note 23 to the Consolidated Financial Statements in Item 18
for information on significant changes.
ITEM 9. THE OFFER AND LISTING
A. OFFER AND LISTING DETAILS
MARKET INFORMATION
The subordinate voting shares are listed on The New York Stock Exchange (the
"NYSE") and The Toronto Stock Exchange (the "TSX"). The market price range and
trading volume of the subordinate voting shares on the NYSE and the TSX 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. In the following tables, subordinate voting shares are
defined as "SVS."
THE ANNUAL HIGH AND LOW MARKET PRICES FOR THE FIVE MOST RECENT FISCAL YEARS
NYSE
--------------------------------
HIGH LOW VOLUME
-------- ------- -----------
(Price per SVS)
Year ended December 31, 1998 (from June 30, 1998)(1)........ $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
Year ended December 31, 2001................................ 76.40 20.69 602,213,700
Year ended December 31, 2002................................ 47.08 9.89 544,914,800
------------
(1) The SVS began trading on June 30, 1998.
57
TSX
--------------------------------
HIGH LOW VOLUME
-------- ------- -----------
(Price per SVS)
Year ended December 31, 1998 (from June 30, 1998)(1)........ 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
Year ended December 31, 2001................................ 114.00 32.42 323,130,318
Year ended December 31, 2002................................ 75.05 15.78 328,786,676
------------
(1) The SVS 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 SVS)
Year ended December 31, 2001
First quarter............................................. $76.40 $25.80 143,622,000
Second quarter............................................ 63.25 24.00 166,006,300
Third quarter............................................. 50.94 20.69 148,784,400
Fourth quarter............................................ 48.40 25.41 143,801,000
Year ended December 31, 2002
First quarter............................................. $47.08 $31.50 141,144,200
Second quarter............................................ 36.98 21.14 127,727,400
Third quarter............................................. 26.70 12.95 153,867,600
Fourth quarter............................................ 19.28 9.89 122,175,600
TSX
--------------------------------
HIGH LOW VOLUME
-------- ------- -----------
(Price per SVS)
Year ended December 31, 2001
First quarter............................................. C$114.00 C$40.75 85,670,137
Second quarter............................................ 97.50 37.55 81,722,757
Third quarter............................................. 78.10 32.42 65,423,337
Fourth quarter............................................ 76.50 40.12 90,314,087
Year ended December 31, 2002
First quarter............................................. C$ 75.05 C$49.85 74,912,318
Second quarter............................................ 58.98 32.00 67,102,498
Third quarter............................................. 41.45 20.60 92,428,385
Fourth quarter............................................ 29.99 15.78 94,343,475
THE HIGH AND LOW MARKET PRICES FOR EACH MONTH FOR THE MOST RECENT
SIX MONTHS
NYSE
--------------------------------
HIGH LOW VOLUME
-------- ------- -----------
(Price per SVS)
October 2002................................................ $15.08 $ 9.89 57,744,300
November 2002............................................... 18.75 13.07 37,332,900
December 2002............................................... 19.28 13.38 27,098,400
January 2003................................................ 17.52 11.26 44,389,300
February 2003............................................... 12.40 10.31 27,387,400
March 2003.................................................. 13.67 11.24 23,280,100
58
TSX
--------------------------------
HIGH LOW VOLUME
-------- ------- -----------
(Price per SVS)
October 2002................................................ C$23.50 C$15.78 40,853,685
November 2002............................................... 29.45 20.51 30,695,160
December 2002............................................... 29.99 20.80 22,794,630
January 2003................................................ 27.24 17.25 41,242,030
February 2003............................................... 18.73 15.77 28,779,217
March 2003.................................................. 20.23 16.52 27,584,270
Celestica's Liquid Yield Option-TM- Notes due 2020, or LYONs, are listed on
the NYSE. Liquid Yield Option-TM- Notes is a trademark of Merrill
Lynch & Co., Inc. The market price range of the LYONs on the NYSE for the
periods indicated are set forth in the following tables.
THE ANNUAL HIGH AND LOW MARKET PRICES FOR THE LYONS FOR THE THREE MOST
RECENT FISCAL YEARS
NYSE
-------------------
HIGH LOW
-------- --------
Year ended December 31, 2000 (from August 1, 2000)(1)....... $55.83 $40.05
Year ended December 31, 2001................................ 53.74 34.56
Year ended December 31, 2002................................ 46.00 33.00
------------
(1) The LYONs began trading on August 1, 2000.
THE HIGH AND LOW MARKET PRICES FOR THE LYONS FOR EACH FULL FISCAL QUARTER
FOR THE TWO MOST RECENT FISCAL YEARS
NYSE
-------------------
HIGH LOW
-------- --------
Year ended December 31, 2001
First quarter............................................. $53.74 $35.48
Second quarter............................................ 48.82 34.56
Third quarter............................................. 44.24 35.82
Fourth quarter............................................ 44.72 36.51
Year ended December 31, 2002
First quarter............................................. $41.00 $35.25
Second quarter............................................ 46.00 34.00
Third quarter............................................. 40.50 33.00
Fourth quarter............................................ 44.50 39.25
THE HIGH AND LOW MARKET PRICES FOR THE LYONS FOR EACH MONTH FOR THE MOST
RECENT SIX MONTHS
NYSE
-------------------
HIGH LOW
-------- --------
October 2002................................................ $40.50 $40.50
November 2002............................................... 42.00 39.25
December 2002............................................... 44.50 42.13
January 2003................................................ 44.00 42.25
February 2003............................................... 48.25 42.25
March 2003.................................................. 48.63 48.00
B. PLAN OF DISTRIBUTION
Not applicable.
59
C. MARKETS
The subordinate voting shares are listed on the NYSE and the TSX.
Celestica's LYONs are listed on the NYSE. In Canada, the LYONs are offered
on a private placement basis through Merrill Lynch & Co., Inc. and its
affiliates.
D. SELLING SHAREHOLDERS
Not applicable.
E. DILUTION
Not applicable.
F. EXPENSE OF THE ISSUE
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not applicable.
B. MEMORANDUM AND ARTICLES OF INCORPORATION
ANNUAL AND SPECIAL MEETINGS OF SHAREHOLDERS
The Business Corporations Act (Ontario), or the OBCA, requires Celestica to
call an annual shareholders' meeting not later than 15 months after holding the
last preceding annual meeting and permits Celestica to call a special
shareholders' meeting at any time. In addition, in accordance with the OBCA, the
holders of not less than 5% of Celestica's shares carrying the right to vote at
a meeting sought to be held may requisition our directors to call a special
shareholders' meeting for the purposes stated in the requisition. Celestica is
required to mail a notice of meeting and management information circular to
registered shareholders not less than 21 days and not more than 50 days prior to
the date of any annual or special shareholders' meeting. These materials also
are filed with Canadian securities regulatory authorities and the SEC. Our
by-laws provide that a quorum of two shareholders in person or represented by
proxy holding or representing by proxy not less than 35% of Celestica's issued
shares carrying the right to vote at the meeting is required to transact
business at a shareholders' meeting. Shareholders, and their duly appointed
proxies and corporate representatives, as well as our auditors, are entitled to
be admitted to our annual and special shareholders' meetings.
ARTICLES OF INCORPORATION
Celestica's articles of incorporation do not place any restrictions on
Celestica's objects and purposes.
CERTAIN POWERS OF DIRECTORS
The OBCA requires that every director who is a party to a material contract
or transaction or a proposed material contract or transaction with a 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;
60
(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 approved.
Celestica's by-laws 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 Celestica
who is also a director. The directors may also by resolution award special
remuneration to any director in undertaking any special services on Celestica's
behalf other than the normal work ordinarily required of a director of
Celestica. The by-laws provide that confirmation of any such resolution by
Celestica's shareholders is not required.
The by-laws provide that the directors may:
(a) borrow money upon the credit of Celestica;
(b) limit or increase the amount to be borrowed;
(c) issue, reissue, sell or pledge bonds, debentures, notes or other
securities or debt obligations of Celestica;
(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 Celestica, and Celestica's
undertaking and rights to secure any such bonds, debentures, notes or
other securities or debt obligations, or to secure any of Celestica's
present or future borrowing, liability or obligation.
The directors may, by resolution, amend or repeal any by-laws that regulate
the business or affairs of Celestica. The OBCA requires the directors to submit
any such amendment or repeal to Celestica's shareholders 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
Celestica 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 Celestica.
The rights and preferences attaching to our subordinate voting shares and
multiple voting shares are described in the section entitled "Description of
Capital Stock" of our registration statement on Form F-3 (Reg. No. 333-69278),
filed with the SEC on September 12, 2001. The rights and preferences attaching
to our LYONs are described in the section entitled "Description of LYONs" of our
Rule 424(b) prospectus, filed with the SEC on July 26, 2000, as part of our
registration statement on Form F-3 (Reg. No. 333-12338), filed with the SEC on
July 24, 2000. Those sections are hereby incorporated by reference into this
Annual Report.
61
Additional information concerning the rights and limitations of shareholders
found in Celestica's articles of incorporation is hereby incorporated by
reference to our registration statement on Form F-4 (Reg. No. 333-9636).
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:
APPROXIMATE
DATE PARTIES TYPE TERMS AND CONDITIONS CONSIDERATION
---- ------------------------ -------------- ----------------------------------- -------------
February 19, 2001, Celestica Corporation Asset Purchase Celestica Corporation acquired $200 million
amended May 4, 2001 and Avaya, Inc. Agreement certain assets from Avaya in
Denver, Colorado and Little Rock,
Arkansas
May 31, 2001 Celestica and Primetech Arrangement Celestica acquired all of the $179 million
Electronics Inc. Agreement shares of Primetech
Electronics Inc.
June 15, 2001 Celestica and Omni Merger Celestica acquired all of the $865 million
Industries Limited Agreement shares of Omni Industries Limited
July 24, 2001 Celestica Corporation Asset Purchase Celestica Corporation acquired $570 million
and Lucent Agreements certain assets from Lucent in
Technologies Inc. Columbus, Ohio and Oklahoma City,
Oklahoma
March 31, 2002 Celestica and NEC Stock Purchase Celestica acquired all the business $105 million
Corporation Agreement operations of NEC Miyagi and NEC
Yamanashi
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 holders 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 a financial institution (as defined in the Canadian
Tax Act), or 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 February 28, 2003, and Celestica's understanding of
the current published administrative practices of the Canada Customs and Revenue
Agency.
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, which may differ significantly from the considerations
described in this summary.
62
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 Celestica. 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., generally are
exempt from Canadian non-resident withholding tax. Provided that certain
administrative procedures are observed by such an organization, Celestica 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. 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 Celestica. 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 or limited liability company 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 applicable U.S. Treasury
regulations to be treated as a United States 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, hold or dispose of 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
63
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 February 28, 2003, 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. For U.S. federal income tax
purposes, income earned through a foreign or domestic partnership or similar
entity is generally attributed to its owners. 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 Celestica pays 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 the Company's 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 total amount
of allowable foreign tax credits in any year cannot exceed the pre-credit
U.S. tax liability for the year attributable to 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 or she has not held the subordinate voting shares
for at least 16 days of the 30-day period
64
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's adjusted tax basis in the subordinate
voting shares will generally be the initial cost, but may be adjusted for
various reasons including the receipt by such United States Holder of a
distribution that was not made up wholly of earning and profits as described
above under the heading "Taxation of Dividends Paid on Subordinate Voting
Shares." 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 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 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; and
65
- 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 Celestica 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 2003. 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
2003, 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.
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 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
66
- 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 current rate of 30% (which rate will
be reduced over the next four years in accordance with recently enacted tax
legislation) 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. 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 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, or the CSAs, and these can be accessed electronically
at the CSAs' System for Electronic Document Analysis and Retrieval web-site
(http://www.sedar.com.)
I. SUBSIDIARY INFORMATION
Not applicable.
67
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, 2002, Celestica had outstanding foreign exchange contracts to trade
U.S. $282.7 million in exchange for Canadian dollars over a period of 15 months
at a weighted average exchange rate of U.S.$0.64. Celestica also had forward
contracts to trade U.S. $10.6 million in exchange for Canadian dollars over a
period of 37 months at a weighted average exchange rate of U.S. $0.63. In
addition, Celestica had exchange contracts to trade U.S. $36.4 million in
exchange for British pounds sterling over a 13-month period at a weighted
average exchange rate of U.S. $1.45, U.S. $37.1 million in exchange for Mexican
pesos over a period of 12 months at a weighted average rate of exchange of
U.S. $0.10, U.S. $168.7 million in exchange for Euros over a 15-month period at
a weighted average exchange rate of U.S. $0.93, U.S. $27.6 million in exchange
for Singapore dollars over a 12-month period at a weighted average exchange rate
of U.S. $0.57, 64.5 million Brazilian reais in exchange for U.S. dollars over a
1-month period at a weighted average exchange rate of U.S. $0.30,
U.S. $40.7 million in exchange for Japanese yen over a 1-month period at a
weighted average exchange rate of U.S. $0.01, and U.S. $11.9 million in exchange
for Czech koruna over a 12-month period at a weighted average exchange rate of
U.S. $0.03. 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. At December 31, 2002, these contracts had a fair value unrealized
gain of U.S. $18.9 million.
EXPECTED MATURITY DATE
----------------------------------------------------------------- FAIR VALUE
2003 2004 2005 2006 THEREAFTER TOTAL GAIN (LOSS)
-------- -------- -------- -------- ---------- -------- -----------
FORWARD EXCHANGE AGREEMENTS
Receive C$/Pay U.S.$
Contract amount (in millions)....... $261.0 $24.3 $5.3 $2.7 $ -- $293.3 $(2.9)
Average exchange rate............... $ 0.64 $ 0.63 $0.63 $0.63
Receive THB/Pay U.S.$
Contract amount (in millions)....... $ 34.3 -- -- -- -- $ 34.3 $(0.4)
Average exchange rate............... $ 0.02
Receive L/Pay U.S.$
Contract amount (in millions)....... $ 34.7 $ 1.7 -- -- -- $ 36.4 $ 3.5
Average exchange rate............... $ 1.45 $ 1.52
Receive Mexican Pesos/Pay U.S.$
Contract amount (in millions)....... $ 37.1 -- -- -- -- $ 37.1 $(1.5)
Average exchange rate............... $ 0.10
Receive Euro/Pay U.S.$
Contract amount (in millions)....... $155.1 $13.6 -- -- -- $168.7 $19.5
Average exchange rate............... $ 0.93 $ 0.99
Receive Singapore$/Pay U.S.$
Contract amount (in millions)....... $ 27.6 -- -- -- -- $ 27.6 $ 0.3
Average exchange rate............... $ 0.57
Sell Reais/Receive U.S.$
Contract amount (in millions)....... $ 19.1 -- -- -- -- $ 19.1 $ 0.8
Average exchange rate............... $ 0.30
Receive Yen/Pay U.S.$
Contract amount (in millions)....... $ 40.7 -- -- -- -- $ 40.7 $(1.1)
Average exchange rate............... $ 0.01
68
EXPECTED MATURITY DATE
----------------------------------------------------------------- FAIR VALUE
2003 2004 2005 2006 THEREAFTER TOTAL GAIN (LOSS)
-------- -------- -------- -------- ---------- -------- -----------
Receive Koruna/Pay U.S.$
Contract amount (in millions)....... $ 11.9 -- -- -- -- $ 11.9 $ 0.7
Average exchange rate............... $ 0.03
------- ------ ----- ----- ------ ------ -----
Total............................. $621.5 $39.6 $5.3 $2.7 $ -- $669.1 $18.9
======= ====== ===== ===== ====== ====== =====
INTEREST RATE RISK
Celestica's existing debt is comprised of capital lease commitments
amounting to $6.9 million, which are not sensitive to changes in interest rates.
CONVERTIBLE DEBT (LYONS)
As of December 31, 2002, we have convertible instruments, with an
outstanding principal amount at maturity of $1.6 billion, payable August 1,
2020. 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 Celestica is fixed.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
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. CONTROLS AND PROCEDURES
Based on their evaluation of Celestica's disclosure controls and procedures
as of a date within 90 days of the filing of this Annual Report, the Chief
Executive Officer and Chief Financial Officer have concluded that such controls
and procedures are effective.
There were no significant changes in Celestica's internal controls or in
other factors that could significantly affect such controls subsequent to the
date of their evaluation.
ITEM 16. [RESERVED]
69
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
Comments by Auditors for U.S. Readers on Canada-U.S.
Reporting Difference...................................... F-3
Consolidated Balance Sheets as at December 31, 2001 and
2002...................................................... F-4
Consolidated Statements of Earnings (Loss) for the years
ended December 31, 2000, 2001 and 2002.................... F-5
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 2000, 2001 and 2002.............. F-6
Consolidated Statements of Cash Flows for the years ended
December 31, 2000, 2001 and 2002.......................... F-7
Notes to the Consolidated Financial Statements.............. F-8
ITEM 19. EXHIBITS
The following exhibits have been filed as part of this Annual Report:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1. Articles of Incorporation and Bylaws 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 Restated Articles of Incorporation effective November 20,
2001
1.9 Bylaw No. 1(4)
1.10 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 August 1, 2000, between
Celestica Inc. and The Chase Manhattan Bank, as Trustee
(including a form of the Outstanding Notes)(6)
2.4 Second Amended and Restated Credit Agreement, dated as of
December 17, 2002, between Celestica Inc., the
subsidiaries of Celestica Inc., specified therein as
Designated Subsidiaries, The Bank of Nova Scotia, as
Administrative Agent, CIBC World Markets, as Joint Lead
Arranger and Syndication Agent, RBC Capital Markets, as
Joint Lead Arranger and Co-Documentation Agent, Banc of
America Securities LLC, as Joint Lead Arranger and
Co-Documentation Agent, and the financial institutions
named in Schedule A as lenders
70
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.5 Amended and Restated Four Year Revolving Term Credit
Agreement, dated as of December 17, 2002, among
Celestica Inc. and Celestica International Inc., as
Borrowers, The Bank of Nova Scotia, as Administrative
Agent, and the financial institutions named therein, as
Lenders
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 February 19, 2001, by
and between Avaya Inc. and Celestica Corporation(4)*
3.3 Amendment No. 1 to the Asset Purchase Agreement, dated as of
May 4, 2001, by and between Avaya Inc. and Celestica
Corporation(4)
3.4 Arrangement Agreement, dated as of May 31, 2001, between
Celestica Inc. and Primetech Electronics Inc.(7)*
3.5 Merger Agreement, dated as of June 15, 2001, between Omni
Industries Limited and Celestica Inc.(7)*
3.6 Asset Purchase Agreement, dated as of July 24, 2001, between
Lucent Technologies Inc. and Celestica Corporation(7)*
3.7 Asset Purchase Agreement, dated as of July 24, 2001, between
Lucent Technologies Inc. and Celestica Corporation(7)*
3.8 Stock Purchase Agreement, dated January 28, 2002, between
NEC Corporation, NEC Miyagi, Ltd.,
NEC Yamanashi, Ltd., 1325091 Ontario Inc., and
Celestica Inc.**
3.9 Employment Agreement, dated as of October 22, 1996, by and
between Celestica, Inc. and Eugene V. Polistuk(1)
3.10 Employment Agreement, dated as of October 22, 1996, by and
between Celestica, Inc. and Anthony P. Puppi(1)
3.11 Employment Agreement, dated as of October 22, 1996, by and
between Celestica, Inc. and Daniel P. Shea(1)
3.12 Employment Agreement, dated as of June 30, 1998, by and
between Celestica Inc. and R. Thomas Tropea(8)
3.13 D2D Employee Share Purchase and Option Plan (1997)(2)
3.14 Celestica 1997 U.K. Approved Share Option Scheme(1)
3.15 1998 U.S. Executive Share Purchase and Option Plan(9)
8.1 Subsidiaries of Registrant
99.1 Certification required by Section 906 of the
Sarbanes-Oxley Act of 2002***
------------
* Request for confidential treatment granted. Confidential portions of this
document have been redacted and filed separately with the Securities and
Exchange Commission.
** Confidential treatment requested. Confidential portions of this document
have been redacted and filed separately with the Securities and Exchange
Commission.
*** Pursuant to Commission Release No. 33-8212, this certification will be
treated as "accompanying" this Annual Report on Form 20-F and not "filed" as
part of such report for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liability of Section 18 of the Exchange Act, and
this certification will not be incorporated by reference into any filing
under the Securities Act, or the Exchange Act, except to the extent that the
registrant specifically incorporates it by reference.
(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).
71
(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 22, 2001.
(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 the Current Report on Form 6-K of
Celestica Inc. for the month of August, 2000.
(7) Incorporated by reference to the Annual Report on Form 20-F of
Celestica Inc. filed on May 3, 2002.
(8) Incorporated by reference to the Annual Report on Form 20-F of
Celestica Inc. filed on May 18, 2000.
(9) Incorporated by reference to the Registration Statement on Form S-8 of
Celestica Inc. filed on October 8, 1998 (Registration No. 333-9500).
72
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.
CELESTICA INC.
By: /s/ ELIZABETH L. DELBIANCO
--------------------------------------------
Name: Elizabeth L. DelBianco
Title: Vice President & General Counsel
Date: April 21, 2003
73
CERTIFICATIONS
I, Eugene V. Polistuk, certify that:
1. I have reviewed this annual report on Form 20-F of Celestica Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: April 21, 2003 /s/ EUGENE V. POLISTUK
-------------------------------------------------------
Eugene V. Polistuk
Chairman of the Board and
Chief Executive Officer
74
CERTIFICATIONS
I, Anthony P. Puppi, certify that:
1. I have reviewed this annual report on Form 20-F of Celestica Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: April 21, 2003 /s/ ANTHONY P. PUPPI
-------------------------------------------------------
Anthony P. Puppi
Executive Vice President, Chief Financial Officer
and General Manager, Global Services
75
Consolidated Financial Statements of
CELESTICA INC.
Years ended December 31, 2000, 2001 and 2002
(in millions 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, 2001 and 2002 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, 2002. 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.
We conducted our audits in accordance with Canadian generally accepted
auditing standards and United States 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,
2001 and 2002 and the results of its operations and its cash flows for each of
the years in the three year period ended December 31, 2002 in accordance with
Canadian generally accepted accounting principles.
Toronto, Canada /s/ KPMG LLP
January 21, 2003 Chartered Accountants
F-2
COMMENTS BY AUDITORS FOR U.S. READERS ON
CANADA-U.S. REPORTING DIFFERENCE
In the United States, reporting standards for auditors require the addition
of an explanatory paragraph (following the opinion paragraph) when there is a
change in accounting principles that has a material effect on the comparability
of the Company's financial statements, such as the changes described in
note 2(q) to the financial statements relating to the adoption by the Company of
CICA Handbook Section 1581 -- Business Combinations, CICA Handbook
Section 3062 -- Goodwill and Other Intangible Assets, and CICA Handbook
Section 3870 -- Stock-based Compensation and Other Stock-based Payments. Our
report to the Board of Directors of Celestica Inc. dated January 21, 2003 is
expressed in accordance with Canadian reporting standards which do not require a
reference to such changes in accounting principles in the auditors' report when
the change is properly accounted for and adequately disclosed in the financial
statements.
Toronto, Canada /s/ KPMG LLP
January 21, 2003 Chartered Accountants
F-3
CELESTICA INC.
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS OF U.S. DOLLARS)
AS AT DECEMBER 31
----------------------
2001 2002
-------- --------
ASSETS
Current assets:
Cash and short-term investments........................... $1,342.8 $1,851.0
Accounts receivable (note 4).............................. 1,054.1 785.9
Inventories (note 5)...................................... 1,372.7 775.6
Prepaid and other assets.................................. 177.3 115.1
Deferred income taxes..................................... 49.7 36.9
-------- --------
3,996.6 3,564.5
Capital assets (note 6)..................................... 915.1 727.8
Goodwill from business combinations (note 7)................ 1,128.8 948.0
Intangible assets (note 7).................................. 427.2 211.9
Other assets (note 8)....................................... 165.2 354.6
-------- --------
$6,632.9 $5,806.8
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $1,198.3 $ 947.2
Accrued liabilities....................................... 405.7 475.4
Income taxes payable...................................... 21.0 24.5
Deferred income taxes..................................... 21.8 21.5
Current portion of long-term debt (note 9)................ 10.0 2.7
-------- --------
1,656.8 1,471.3
Long-term debt (note 9)..................................... 137.4 4.2
Accrued pension and post-employment benefits (note 16)...... 47.3 77.2
Deferred income taxes....................................... 41.5 46.2
Other long-term liabilities................................. 4.3 4.3
-------- --------
1,887.3 1,603.2
Shareholders' equity........................................ 4,745.6 4,203.6
-------- --------
$6,632.9 $5,806.8
======== ========
Commitments, contingencies and guarantees (note 18)
Canadian and United States accounting policy differences (note 22)
Subsequent events (note 23)
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-4
CELESTICA INC.
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31
-------------------------------
2000 2001 2002
-------- --------- --------
Revenue..................................................... $9,752.1 $10,004.4 $8,271.6
Cost of sales............................................... 9,064.1 9,291.9 7,715.8
-------- --------- --------
Gross profit................................................ 688.0 712.5 555.8
Selling, general and administrative expenses................ 326.1 341.4 298.5
Amortization of goodwill and intangible assets (note 7)..... 88.9 125.0 95.9
Integration costs related to acquisitions (note 3).......... 16.1 22.8 21.1
Other charges (note 13)..................................... -- 273.1 677.8
-------- --------- --------
431.1 762.3 1,093.3
-------- --------- --------
Operating income (loss)..................................... 256.9 (49.8) (537.5)
Interest on long-term debt.................................. 17.8 19.8 16.1
Interest income, net........................................ (36.8) (27.7) (17.2)
-------- --------- --------
Earnings (loss) before income taxes......................... 275.9 (41.9) (536.4)
-------- --------- --------
Income taxes (note 14):
Current expense........................................... 80.1 25.8 16.6
Deferred (recovery)....................................... (10.9) (27.9) (107.8)
-------- --------- --------
69.2 (2.1) (91.2)
-------- --------- --------
Net earnings (loss)......................................... $ 206.7 $ (39.8) $ (445.2)
======== ========= ========
Basic earnings (loss) per share (note 12)................... $ 1.01 $ (0.26) $ (1.98)
Diluted earnings (loss) per share (notes 2, 12)............. $ 0.98 $ (0.26) $ (1.98)
Weighted average number of shares outstanding (note 12)
Basic (in millions)....................................... 199.8 213.9 229.8
Diluted (in millions) (note 2)............................ 211.8 213.9 229.8
Net earnings (loss) in accordance with U.S. GAAP
(note 22)................................................. $ 197.4 $ (51.3) $ (494.9)
Basic earnings (loss) per share, in accordance with
U.S. GAAP (note 22)....................................... $ 0.99 $ (0.24) $ (2.15)
Diluted earnings (loss) per share, in accordance with
U.S. GAAP (note 22)....................................... $ 0.96 $ (0.24) $ (2.15)
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-5
CELESTICA INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN MILLIONS OF U.S. DOLLARS)
FOREIGN
CONVERTIBLE RETAINED CURRENCY TOTAL
DEBT CAPITAL STOCK CONTRIBUTED EARNINGS TRANSLATION SHAREHOLDERS'
(NOTE 10) (NOTE 11) SURPLUS (DEFICIT) ADJUSTMENT EQUITY
----------- ------------- ----------- --------- ----------- -------------
Balance -- December 31, 1999......... $-- $1,646.1 -$- $ 16.2 $(4.1) $1,658.2
Convertible debt issued, net......... 850.4 -- -- -- -- 850.4
Convertible debt accretion, net of
tax................................ 10.1 -- -- (5.4) -- 4.7
Shares issued, net................... -- 749.3 -- -- -- 749.3
Net earnings for the year............ -- -- -- 206.7 -- 206.7
------- -------- ---- ------- ----- --------
Balance -- December 31, 2000......... 860.5 2,395.4 -- 217.5 (4.1) 3,469.3
Convertible debt accretion, net of
tax................................ 26.3 -- -- (15.0) -- 11.3
Shares issued, net................... -- 1,303.6 -- -- -- 1,303.6
Currency translation................. -- -- -- -- 1.2 1.2
Net loss for the year................ -- -- -- (39.8) -- (39.8)
------- -------- ---- ------- ----- --------
Balance -- December 31, 2001......... 886.8 3,699.0 -- 162.7 (2.9) 4,745.6
Convertible debt accretion, net of
tax................................ 28.7 -- -- (17.5) -- 11.2
Repurchase of convertible debt
(note 10).......................... (110.9) -- -- 6.7 -- (104.2)
Shares issued, net................... -- 8.5 -- -- -- 8.5
Repurchase of shares (note 11)....... -- (36.9) 5.8 (1.4) -- (32.5)
Currency translation................. -- -- -- -- 20.2 20.2
Net loss for the year................ -- -- -- (445.2) -- (445.2)
------- -------- ---- ------- ----- --------
Balance -- December 31, 2002......... $ 804.6 $3,670.6 $5.8 $(294.7) $17.3 $4,203.6
======= ======== ==== ======= ===== ========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-6
CELESTICA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS OF U.S. DOLLARS)
YEAR ENDED DECEMBER 31
-------------------------------
2000 2001 2002
-------- --------- --------
CASH PROVIDED BY (USED IN):
OPERATIONS:
Net earnings (loss)....................................... $ 206.7 $ (39.8) $ (445.2)
Items not affecting cash:
Depreciation and amortization........................... 212.5 319.5 311.0
Deferred income taxes................................... (10.9) (27.9) (107.8)
Restructuring charges (note 13)......................... -- 98.6 194.5
Other charges (note 13)................................. -- 36.1 292.1
Other................................................... (4.4) 1.7 (6.1)
-------- --------- --------
Cash from earnings........................................ 403.9 388.2 238.5
-------- --------- --------
Changes in non-cash working capital items:
Accounts receivable..................................... (995.3) 887.2 297.4
Inventories............................................. (656.7) 822.5 623.9
Other assets............................................ (94.7) 45.7 26.1
Accounts payable and accrued liabilities................ 1,230.4 (854.0) (202.7)
Income taxes payable.................................... 27.3 0.9 (0.4)
-------- --------- --------
Non-cash working capital changes.......................... (489.0) 902.3 744.3
-------- --------- --------
Cash provided by (used in) operations....................... (85.1) 1,290.5 982.8
-------- --------- --------
INVESTING:
Acquisitions, net of cash acquired........................ (634.7) (1,299.7) (111.0)
Purchase of capital assets................................ (282.8) (199.3) (151.4)
Proceeds on sale of capital assets........................ -- -- 71.6
Other..................................................... (59.5) 1.4 (0.7)
-------- --------- --------
Cash used in investing activities........................... (977.0) (1,497.6) (191.5)
-------- --------- --------
FINANCING:
Bank indebtedness......................................... (8.6) (2.8) (1.6)
Repayments of long-term debt.............................. (2.2) (56.0) (146.5)
Debt redemption fees (note 9)............................. -- -- (6.9)
Deferred financing costs.................................. (0.1) (3.9) (2.6)
Issuance of convertible debt.............................. 862.9 -- --
Convertible debt issue costs, pre-tax..................... (19.4) -- --
Repurchase of convertible debt (note 10).................. -- -- (100.3)
Issuance of share capital................................. 766.6 737.7 7.4
Share issue costs, pre-tax................................ (26.8) (10.0) --
Repurchase of capital stock (note 11)..................... -- -- (32.5)
Other..................................................... 2.0 1.1 (0.1)
-------- --------- --------
Cash provided by (used in) financing activities............. 1,574.4 666.1 (283.1)
-------- --------- --------
Increase in cash............................................ 512.3 459.0 508.2
Cash, beginning of year..................................... 371.5 883.8 1,342.8
-------- --------- --------
Cash, end of year........................................... $ 883.8 $ 1,342.8 $1,851.0
======== ========= ========
Cash is comprised of cash and short-term investments.
Supplemental cash flow information (note 21)
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-7
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN MILLIONS 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 information
technology and communications industries. The Company has operations in the
Americas, Europe and Asia.
The Company's accounting policies are in accordance with accounting
principles generally accepted in Canada and, except as outlined in note 22,
are, in all material respects, in accordance with accounting principles
generally accepted in the United States (U.S. GAAP).
2. SIGNIFICANT ACCOUNTING POLICIES:
(a) PRINCIPLES OF CONSOLIDATION:
These consolidated financial statements include the accounts of the
Company and its subsidiaries. The results of subsidiaries acquired during
the year are consolidated from their respective dates of acquisition. The
Company's business combinations are accounted for using the purchase
method. Inter-company transactions and balances are eliminated on
consolidation.
(b) 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. Significant estimates are used in
determining, but not limited to, the allowance for doubtful accounts,
inventory valuation, income tax valuation allowances, restructuring
charges, the useful lives and valuation of intangible assets and the fair
values of reporting units for purposes of goodwill impairment tests.
Actual results could differ materially from those estimates and
assumptions.
(c) 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. Service revenue is recognized as
services are performed.
(d) 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.
(e) ALLOWANCE FOR DOUBTFUL ACCOUNTS:
The Company evaluates the collectibility of accounts receivable and
records an allowance for doubtful accounts, which reduces the receivables
to the amount management reasonably believes will be collected. A
specific allowance is recorded against customer receivables that are
considered to be impaired based on the Company's knowledge of the
financial condition of its customers. In determining the amount of the
allowance, the following factors are considered: the length of time the
receivables have been outstanding, customer and industry concentrations,
current business environment, and historical experience.
(f) 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. In determining the net realizable value, the Company considers
factors such as shrinkage, the aging and future demand of the inventory,
past experience with specific customers, and the ability to redistribute
inventory to other programs or return inventory to suppliers.
F-8
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
(g) 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 10 years
(h) GOODWILL FROM BUSINESS COMBINATIONS:
Prior to July 1, 2001, all goodwill was amortized on a straight-line
basis over 10 years. Goodwill acquired in business combinations
subsequent to June 30, 2001, has not been amortized. Effective
January 1, 2002, the Company discontinued amortization of all existing
goodwill. These changes are a result of new accounting standards issued
in 2001 which are summarized in note 2(q)(ii) -- Changes in accounting
policies.
Upon adopting these standards on January 1, 2002, the Company is required
to evaluate goodwill annually or whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.
Impairment is tested at the reporting unit level by comparing the
reporting unit's carrying amount to its fair value. The fair values of
the reporting units are estimated using a combination of a market
approach and discounted cash flows. To the extent a reporting unit's
carrying amount exceeds its fair value, an impairment of goodwill exists.
Impairment is measured by comparing the fair value of goodwill,
determined in a manner similar to a purchase price allocation, to its
carrying amount. The Company conducted its annual goodwill assessment in
the fourth quarter of 2002 and recorded an impairment charge. See
notes 7 -- Goodwill and intangible assets and 13(c) -- Other charges.
Prior to 2002, the Company assessed the recoverability of goodwill by
comparing its carrying amount to its projected future net cash flows as
described under note 2(j) -- Impairment of long-lived assets.
(i) INTANGIBLE ASSETS:
Intangible assets are comprised of intellectual property and other
intangible assets. Intellectual property assets consist primarily of
certain non-patented intellectual property and process technology, and
are amortized on a straight-line basis over their estimated useful lives,
to a maximum of 5 years. Other intangible assets consist primarily of
customer relationships and contract intangibles, and represent the excess
of cost over the fair value of tangible assets and intellectual property
acquired in asset acquisitions. Other intangible assets are amortized on
a straight-line basis over their estimated useful lives, to a maximum of
10 years.
(j) IMPAIRMENT OF LONG-LIVED ASSETS:
The Company reviews capital and intangible assets for impairment on a
regular basis or whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. Recoverability is
assessed by comparing the carrying amount to the projected future net
cash flows the long-lived assets are expected to generate. The Company
has recorded impairment charges in 2001 and 2002. See
note 13(d) -- Other charges.
(k) PENSION AND NON-PENSION, POST-EMPLOYMENT BENEFITS:
The Company accrues its obligations under employee benefit plans and the
related costs, net of plan assets. The cost of pensions and other
post-employment 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,
compensation levels at time of retirement, retirement ages of employees
and expected health care costs. Changes in these assumptions could impact
future pension expense. For the purpose of calculating the expected
return on plan assets, 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. Actuarial gains or losses exceeding 10% of a plan's
accumulated benefit obligations or the fair market value of the plan
assets at the beginning of the year are 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 2001 and 11 years for 2002. The average remaining service
period of active employees covered by the other post-employment benefit
plans is 21 years for 2001 and 23 years for 2002. Curtailment gains or
losses may arise from significant changes to a plan. Curtailment gains
are offset against unrecognized losses and any excess gains and all
curtailment losses are recorded in the period in which the curtailment
occurs.
F-9
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
Pension assets are recorded as Other assets while pension liabilities are
recorded as Accrued pension and post-employment benefits.
(l) DEFERRED FINANCING COSTS:
Costs relating to long-term debt are deferred in other assets and
amortized over the term of the related debt or debt facilities.
(m) INCOME TAXES:
The Company uses the asset and liability method of accounting for income
taxes. Deferred income tax assets and liabilities are recognized for
future income tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities,
and their respective tax bases. A valuation allowance is recorded to
reduce deferred income tax assets to an amount that, in the opinion of
management, is more likely than not to be realized. The effect of changes
in tax rates is recognized in the period in which the rate change occurs.
(n) FOREIGN CURRENCY TRANSLATION AND HEDGING:
The functional currency of the majority of the Company's subsidiaries is
the United States dollar. For such subsidiaries, 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
are reflected in the consolidated statements of earnings (loss).
The accounts of the Company's self-sustaining foreign operations for
which the functional currency is other than the U.S. dollar, are
translated into U.S. dollars using the current rate method. Assets and
liabilities are translated at the year-end exchange rate, and revenue and
expenses are translated at average exchange rates prevailing during the
month of the transaction. Gains and losses arising from the translation
of financial statements of foreign operations are deferred in the
"foreign currency translation adjustment" account included as a separate
component of shareholders' equity.
The Company enters into forward exchange contracts to hedge the cash flow
risk associated with firm purchase commitments and forecasted
transactions in foreign currencies and foreign-currency denominated
balances. The Company does not enter into derivatives for speculative
purposes.
The Company formally documents all relationships between hedging
instruments and hedged items, as well as its risk management objective
and strategy for undertaking various hedge transactions. This process
includes linking all derivatives to specific assets and liabilities on
the balance sheet or to specific firm commitments or forecasted
transactions. The Company also formally assesses, both at the hedge's
inception and at the end of each quarter, whether the derivatives that
are used in hedged transactions are highly effective in offsetting
changes in cash flows of hedged items.
Gains and losses on hedges of firm commitments are included in the cost
of the hedged transaction when they occur. Gains and losses on hedges of
forecasted transactions are recognized in earnings in the same period and
the same line item as the underlying hedged transaction. Foreign exchange
translation gains and losses on forward contracts used to hedge
foreign-currency denominated amounts are accrued on the balance sheet as
current assets or current liabilities and are recognized currently in the
income statement, offsetting the respective translation gains or losses
on the foreign-currency denominated amounts. The forward premium or
discount is amortized over the term of the forward contract. Gains and
losses on hedged forecasted transactions are recognized in earnings
immediately when the hedge is no longer effective or the forecasted
transactions are no longer expected.
(o) RESEARCH AND DEVELOPMENT:
The Company incurs costs relating to research and development activities
which are expensed as incurred unless development costs meet certain
criteria for capitalization. Total research and development costs
recorded in selling, general and administrative expenses for 2002 were
$18.2 (2001 -- $17.1; 2000 -- $19.5). No amounts have been capitalized.
(p) RESTRUCTURING CHARGES:
The Company records restructuring charges relating to employee
terminations, contractual lease obligations and other exit costs, based
on detailed plans approved and committed to by management. The
recognition of these charges requires management to make certain
judgments regarding the nature, timing and amount associated with the
planned restructuring activities, including
F-10
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
estimating sublease income and the net recovery of equipment to be
disposed of. At the end of each reporting period, the Company evaluates
the appropriateness of the remaining accrued balances.
(q) CHANGES IN ACCOUNTING POLICIES:
(i) Earnings per share:
Effective 2001, the Company retroactively applied the new Canadian
Institute of Chartered Accountants (CICA) Handbook Section 3500,
"Earnings per share," which requires the use of the treasury stock
method for calculating diluted earnings per share. The diluted earnings
per share calculation includes employee stock options and the conversion
of convertible debt instruments, if dilutive. The new standard is
consistent with U.S. GAAP. Previously reported diluted earnings per
share have been restated to reflect this change. See
note 12 -- Earnings (loss) per share and weighted average shares
outstanding.
(ii) Business combinations, goodwill and other intangible assets:
In September 2001, the CICA issued Handbook Sections 1581, "Business
Combinations" and 3062, "Goodwill and Other Intangible Assets." The new
standards mandate the purchase method of accounting for business
combinations and require that goodwill no longer be amortized, but
instead be tested for impairment at least annually. The standards also
specify criteria that intangible assets must meet to be recognized and
reported apart from goodwill. The standards require that the value of
the shares issued in a business combination be measured using the
average share price for a reasonable period before and after the date
the terms of the acquisition are agreed to and announced. Previously,
the consummation date was used to value the shares issued in a business
combination. The new standards are substantially consistent with
U.S. GAAP.
Effective July 1, 2001, goodwill acquired in business combinations
completed after June 30, 2001, has not been amortized. In addition, the
new criteria for recognition of intangible assets apart from goodwill
and the valuation of the shares issued in a business combination have
been applied to business combinations completed after June 30, 2001.
The Company has fully adopted these new standards as of January 1, 2002,
and discontinued amortization of all existing goodwill. The Company also
evaluated existing intangible assets, including estimates of remaining
lives, and has reclassified $9.1 from intellectual property to goodwill,
as of January 1, 2002, to conform with the new criteria.
Section 3062 requires the completion of a transitional goodwill
impairment evaluation within six months of adoption. Impairment is
identified by comparing the carrying amounts of the Company's reporting
units with their fair values. To the extent a reporting unit's carrying
amount exceeds its fair value, the impairment of goodwill must be
recorded by December 31, 2002. The impairment of goodwill is measured by
comparing the fair value of goodwill, determined in a manner similar to
a purchase price allocation, to its carrying amount. Any transitional
impairment would have been recognized as an effect of a change in
accounting principle and would have been charged to opening retained
earnings as of January 1, 2002. The Company completed the transitional
goodwill impairment assessment, and determined that no impairment
existed as of the date of adoption.
Effective January 1, 2002, the Company had unamortized goodwill of
$1,137.9 which is no longer amortized. This change in accounting policy
was not applied retroactively and the amounts presented for prior years
have not been restated for this change. The following table shows the
impact of this change as if the policy had been applied retroactively to
2001 and 2000:
YEAR ENDED DECEMBER 31
------------------------------
2000 2001 2002
-------- -------- --------
Net earnings (loss) as reported............................. $206.7 $(39.8) $(445.2)
Add back: goodwill amortization............................. 39.1 39.2 --
------ ------ -------
Net earnings (loss) before goodwill amortization............ $245.8 $ (0.6) $(445.2)
====== ====== =======
Basic earnings (loss) per share:
As reported............................................... $ 1.01 $(0.26) $ (1.98)
Before goodwill amortization.............................. $ 1.20 $(0.07) $ (1.98)
Diluted earnings (loss) per share:
As reported............................................... $ 0.98 $(0.26) $ (1.98)
Before goodwill amortization.............................. $ 1.16 $(0.07) $ (1.98)
F-11
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
(iii) Stock-based compensation and other stock-based payments:
Effective January 1, 2002, the Company adopted the new CICA Handbook
Section 3870, which requires that a fair value based method of
accounting be applied to all stock-based payments to non-employees and
to direct awards of stock to employees. However, the new standard
permits the Company to continue its existing policy of recording no
compensation cost on the grant of stock options to employees with the
addition of pro forma information. The standard requires the disclosure
of pro forma net earnings and earnings per share information as if the
Company had accounted for employee stock options under the fair value
method. The Company has applied the pro forma disclosure provisions of
the new standard to awards granted on or after January 1, 2002. The
pro forma effect of awards granted prior to January 1, 2002, has not
been included.
The fair value of the options issued by the Company during 2002 was
determined using the Black-Scholes option pricing model. The Company
used the following weighted average assumptions: risk-free rate of
5.14%; dividend yield of 0%; a volatility factor of the expected market
price of the Company's shares of 70%; and, an expected option life of
5 years. The weighted-average grant date fair value of options issued
during the year was $12.02 per share. For purposes of pro forma
disclosures, the estimated fair value of the options is amortized to
income over the vesting period, on a straight-line basis. For the year
ended December 31, 2002, the Company's pro forma net loss is $447.4,
pro forma basic loss per share is $1.99 and pro forma diluted loss per
share is $1.99. See note 11(c) for a description of the stock option
plans.
(r) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
(i) Foreign currency translation and hedging relationships:
Effective January 1, 2002, the CICA amended Section 1650 to eliminate
the deferral and amortization of foreign currency translation gains and
losses on long-lived monetary items, with retroactive restatement of
prior periods. The Company was not impacted by this change. The CICA
issued Accounting Guideline AcG-13 which establishes criteria for hedge
accounting effective for the Company's 2004 fiscal year. The Company has
reviewed the requirements of AcG-13 and has determined that all of its
current hedges will continue to qualify for hedge accounting when the
guideline becomes effective.
(ii) Impairment or disposal of long-lived assets:
In December 2002, the CICA issued Handbook Section 3063, "Impairment or
Disposal of Long-Lived Assets" and revised Section 3475, "Disposal of
Long-Lived Assets and Discontinued Operations." These sections supersede
the write-down and disposal provisions of Section 3061, "Property, Plant
and Equipment" and Section 3475, "Discontinued Operations." The new
standards are consistent with U.S. GAAP. Section 3063 establishes
standards for recognizing, measuring and disclosing impairment of
long-lived assets held-for-use. An impairment is recognized when the
carrying amount of an asset to be held and used, exceeds the projected
future net cash flows expected from its use and disposal, and is
measured as the amount by which the carrying amount of the asset exceeds
its fair value. Section 3475 provides specific criteria for and requires
separate classification for assets held-for-sale and for these assets to
be measured at the lower of their carrying amounts or fair value, less
costs to sell. Section 3475 also broadens the definition of discontinued
operations to include all distinguishable components of an entity that
will be eliminated from operations. Section 3063 is effective for the
Company's 2004 fiscal year, however, early application is permitted.
Revised Section 3475 is applicable to disposal activities committed to
by the Company after May 1, 2003, however, early application is
permitted. The Company expects that the adoption of these standards will
have no material impact on its financial position, results of operations
or cash flows.
(iii) Guarantees:
In December 2002, the CICA approved Accounting Guideline AcG-14 which
requires certain disclosures of obligations under guarantees, effective
for the Company's first quarter of 2003. The guideline is generally
consistent with the disclosure requirements for guarantees under
U.S. GAAP. The guideline does not apply to product warranties or the
measurement requirements under U.S. GAAP. The Company has disclosed its
guarantees under U.S. GAAP in note 22(k). The Company expects that the
adoption of this guideline will have no material impact on its financial
position, results of operations or cash flows.
F-12
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
3. ACQUISITIONS:
2001 ACQUISITIONS:
(a) ASSET ACQUISITIONS:
In February 2001, the Company acquired certain assets located in Dublin,
Ireland and Mt. Pleasant, Iowa from Motorola Inc. In March 2001, the
Company acquired certain assets of a repair facility in Japan from N.K.
Techno Co. Ltd. In May 2001, the Company acquired certain assets in
Little Rock, Arkansas and Denver, Colorado from Avaya Inc., and in
August 2001, acquired certain assets in Saumur, France. In August 2001,
the Company acquired certain assets in Columbus, Ohio and Oklahoma City,
Oklahoma from Lucent Technologies Inc. The total purchase price for these
acquisitions of $834.1 was financed with cash and was allocated to the
net assets acquired, including intangible assets of $195.7, based on
their relative fair values at the date of acquisition.
(b) BUSINESS COMBINATIONS:
Omni:
In October 2001, the Company acquired Omni Industries Limited (Omni), an
EMS provider headquartered in Singapore. This acquisition significantly
enhanced the Company's presence in Asia. The purchase price of $865.8 was
financed with the issuance of 9.2 million subordinate voting shares and
the issuance of options to purchase 0.3 million subordinate voting shares
of the Company, and $479.5 in cash. The goodwill recorded for Omni is not
tax deductible.
Other business combinations:
In January 2001, the Company acquired Excel Electronics, Inc. through a
merger with Celestica (US) Inc., a subsidiary of the Company. In
June 2001, the Company acquired Sagem CR s.r.o., in the Czech Republic,
from Sagem SA, of France. In August 2001, the Company acquired Primetech
Electronics Inc. (Primetech), an EMS provider in Canada. The purchase
price of Primetech was financed primarily with the issuance of
3.4 million subordinate voting shares and the issuance of options to
purchase 0.3 million subordinate voting shares of the Company.
The value of the shares issued in the Primetech and Omni acquisitions was
determined based on the average market price of the shares for a
reasonable period before, and after the date the terms of the
acquisitions were agreed to and announced.
In 2002, the Company completed the valuations of certain assets relating
to its 2001 business combinations, resulting in changes to the fair-value
allocations of the purchase prices. Details of the final net assets
acquired in these business combinations, at fair value, are as follows:
OTHER BUSINESS
OMNI COMBINATIONS
-------- --------------
Current assets.............................................. $ 260.7 $ 63.2
Capital assets.............................................. 91.8 46.3
Other long-term assets...................................... 4.1 0.1
Goodwill.................................................... 777.5 136.2
Intellectual property....................................... 34.5 10.0
Liabilities assumed......................................... (302.8) (28.3)
------- ------
Net assets acquired......................................... $ 865.8 $227.5
======= ======
Financed by:
Cash........................................................ $ 479.5 $ 46.8
Issuance of shares and options.............................. 386.3 180.7
------- ------
$ 865.8 $227.5
======= ======
2002 ACQUISITIONS:
(c) ASSET ACQUISITIONS:
In March 2002, the Company acquired certain assets located in Miyagi and
Yamanashi, Japan from NEC Corporation. In August 2002, the Company
acquired certain assets from Corvis Corporation in the United States. The
aggregate purchase price for these acquisitions of $111.0 was financed
with cash and allocated to the net assets acquired, including intangible
assets of $49.4,
F-13
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
3. ACQUISITIONS: (CONTINUED)
based on their relative fair values at the date of acquisition. The
weighted-average useful life of these intangible assets is approximately
six years.
Integration costs related to acquisitions:
The Company incurred costs of $21.1 in 2002 (2001 -- $22.8;
2000 -- $16.1) relating to the establishment of business processes,
infrastructure and information systems for acquired operations. None of
the integration costs incurred related to existing operations.
The Company's 2002 restructuring actions have impacted some of the sites
acquired in prior years. These actions have included workforce reductions
and facility consolidations and closures. See note 13(b) -- Other
charges.
4. ACCOUNTS RECEIVABLE:
Accounts receivable are net of an allowance for doubtful accounts of $62.4
at December 31, 2002 (2001 -- $74.6).
5. INVENTORIES:
2001 2002
------------ ------------
Raw materials............................................... $ 903.6 $ 479.8
Work in progress............................................ 220.6 101.0
Finished goods.............................................. 248.5 194.8
-------- --------
$1,372.7 $ 775.6
======== ========
6. CAPITAL ASSETS:
2001
------------------------------------------
ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
------------ ------------ ------------
Land........................................................ $ 53.3 $-- $ 53.3
Buildings................................................... 258.8 17.4 241.4
Buildings/leasehold improvements............................ 66.0 24.8 41.2
Office equipment............................................ 86.8 40.2 46.6
Machinery and equipment..................................... 727.2 291.2 436.0
Software.................................................... 136.6 40.0 96.6
-------- ------ ------
$1,328.7 $413.6 $915.1
======== ====== ======
2002
------------------------------------------
ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
------------ ------------ ------------
Land........................................................ $ 66.0 $-- $ 66.0
Buildings................................................... 192.3 24.6 167.7
Buildings/leasehold improvements............................ 64.4 33.8 30.6
Office equipment............................................ 102.1 55.3 46.8
Machinery and equipment..................................... 618.2 319.2 299.0
Software.................................................... 202.9 85.2 117.7
-------- ------ ------
$1,245.9 $518.1 $727.8
======== ====== ======
The above amounts include $17.1 (2001 -- $13.3) of assets under capital
lease and accumulated amortization of $4.0 (2001 -- $6.8) related thereto.
Depreciation and rental expense for the year ended December 31, 2002 was
$212.4 (2001 -- $192.8; 2000 -- $121.9) and $117.3 (2001 -- $79.8;
2000 -- $46.7), respectively.
F-14
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
7. GOODWILL FROM BUSINESS COMBINATIONS AND INTANGIBLE ASSETS:
GOODWILL FROM BUSINESS COMBINATIONS:
The following table details the changes in goodwill by reporting segment for
the year ended December 31, 2002:
DECEMBER 31, RECLASS POST CLOSING IMPAIRMENT DECEMBER 31,
2001 (A) (B) (C) 2002
------------- -------- ------------ ----------- -------------
Americas.......................................... $ 243.2 $ 1.8 $(2.1) $(127.2) $115.7
Europe............................................ 68.3 6.2 2.0 (76.5) --
Asia.............................................. 817.3 1.1 13.9 -- 832.3
-------- ----- ----- ------- ------
$1,128.8 $ 9.1 $13.8 $(203.7) $948.0
======== ===== ===== ======= ======
---------------
(a) The Company reclassed $9.1 from intellectual property to goodwill as of
January 1, 2002, to conform with the new goodwill standards. See
note 2(q)(ii).
(b) The Company completed the valuations of certain assets relating to its
2001 business combinations. This resulted in changes to the fair-value
allocation of the purchase price, and thus goodwill.
(c) During the fourth quarter of 2002, the Company performed its annual
goodwill impairment test in accordance with the new goodwill standards,
Section 3062. See note 2(q)(ii). Prolonged declines in the information
technology and communications end markets contributed to an impairment of
goodwill in the fourth quarter as estimated fair values of the reporting
units fell below their respective carrying values. The Company obtained
independent valuations to support the fair values of its reporting units.
The fair values of the reporting units were estimated using a combination
of a market approach and discounted cash flows. Revenue and expense
projections used in determining the fair value of the reporting units
were based on management's estimates, including estimates of current and
future industry conditions. Cash flows were discounted using a weighted
average cost of capital. The Company recorded a goodwill impairment of
$203.7. See note 13(c) -- Other charges.
INTANGIBLE ASSETS:
2001
------------------------------------------
ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
------------ ------------ ------------
Intellectual property....................................... $388.6 $143.9 $244.7
Other intangible assets..................................... 209.3 26.8 182.5
------ ------ ------
$597.9 $170.7 $427.2
====== ====== ======
2002
------------------------------------------
ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
------------ ------------ ------------
Intellectual property....................................... $194.5 $118.9 $ 75.6
Other intangible assets..................................... 177.8 41.5 136.3
------ ------ ------
$372.3 $160.4 $211.9
====== ====== ======
F-15
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
7. GOODWILL FROM BUSINESS COMBINATIONS AND INTANGIBLE ASSETS: (CONTINUED)
The following table details the changes in intangible assets for the year
ended December 31, 2002:
ACQUISITIONS/
DECEMBER 31, RECLASS POST CLOSING IMPAIRMENT DECEMBER 31,
2001 AMORTIZATION (A) (B) (C) 2002
------------- ------------ -------- ------------- ----------- -------------
Intellectual property.............. $244.7 $(72.0) $(9.1) $ 8.5 $ (96.5) $ 75.6
Other intangible assets............ 182.5 (23.9) -- 25.4 (47.7) 136.3
------ ------ ----- ----- ------- ------
$427.2 $(95.9) $(9.1) $33.9 $(144.2) $211.9
====== ====== ===== ===== ======= ======
---------------
(a) The Company reclassed $9.1 from intellectual property to goodwill as of
January 1, 2002, to conform with the new goodwill standards. See
note 2(q)(ii).
(b) Intangible assets increased during the year due to acquisitions, offset
partially by post closing adjustments.
(c) In the fourth quarter of 2002, the Company recorded an impairment charge
totaling $144.2 to write-down intellectual property and other intangible
assets, primarily in the Americas and European segments. The Company
recorded $75.2 as restructuring charges primarily for intellectual
property impaired due to the closure or consolidation of the related
manufacturing facilities. An additional charge of $69.0 was recorded as
"Other charges -- other impairment" to write-down certain intellectual
property, and customer relationships and contracts that were impaired, in
connection with the regular recoverability review of intangible assets.
The impairment was measured as the excess of the carrying amount over the
projected future net cash flows that these assets were expected to
generate. See notes 13(b) and (d) -- Other charges.
Amortization expense is as follows:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
Amortization of goodwill.................................... $39.1 $ 39.2 $--
Amortization of intellectual property....................... 39.1 68.8 72.0
Amortization of other intangible assets..................... 10.7 17.0 23.9
----- ------ -----
$88.9 $125.0 $95.9
===== ====== =====
Effective January 1, 2002, the Company discontinued amortization of all
goodwill. See note 2(q)(ii) -- Changes in accounting policies.
The Company estimates its future amortization expense as follows, based on
existing intangible asset balances:
2003........................................................ $46.8
2004........................................................ 43.0
2005........................................................ 35.1
2006........................................................ 27.0
2007........................................................ 16.3
Thereafter.................................................. 43.7
8. OTHER ASSETS:
2001 2002
------------ ------------
Deferred pension (note 16).................................. $ 28.4 $ 31.2
Deferred income taxes....................................... 116.4 305.1
Commodity taxes recoverable................................. 10.7 10.9
Other....................................................... 9.7 7.4
------ ------
$165.2 $354.6
====== ======
Amortization of deferred financing costs for the year ended December 31,
2002, was $2.7 (2001 -- $1.7; 2000 -- $1.7).
F-16
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
9. LONG-TERM DEBT:
2001 2002
------------ ------------
Global, unsecured, revolving credit facility due 2003 (a)... $-- $--
Unsecured, revolving credit facility due 2004 (b)........... -- --
Unsecured, revolving credit facility due 2005 (c)........... -- --
Senior Subordinated Notes due 2006 (d)...................... 130.0 --
Other (e)................................................... 17.4 6.9
------ -----
147.4 6.9
Less current portion........................................ 10.0 2.7
------ -----
$137.4 $ 4.2
====== =====
---------------
(a) Concurrently with the initial public offering on July 7, 1998, the
Company entered into a global, unsecured, revolving credit facility
providing up to $250.0 of borrowings. The credit facility permitted the
Company and certain designated subsidiaries to borrow funds for general
corporate purposes (including acquisitions). Borrowings under the
facility bear interest at LIBOR plus a margin and are repayable in
July 2003. There were no borrowings on this facility during 2001 or 2002.
Commitment fees in 2002 were $0.6. The Company elected to cancel this
facility in December 2002.
(b) In December 2002, the Company extended its second unsecured, revolving
credit facility from April 2004 to December 2004. Concurrent with this
extension, the Company increased the facility from $250.0 to $350.0. The
facility includes a $25.0 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). Borrowings under
the facility bear interest at LIBOR plus a margin except that borrowings
under the swing-line facility bear interest at a base rate. There were no
borrowings on this facility during 2001 or 2002. Commitment fees in 2002
were $2.6.
(c) In July 2001, the Company entered into an unsecured, revolving credit
facility providing up to $500.0 of borrowings including a $75.0
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
July 2005. Borrowings under the facility bear interest at LIBOR plus a
margin except that borrowings under the swing-line facility bear interest
at a base rate. There were no borrowings on this facility in 2001 or
2002. Commitment fees in 2002 were $1.5.
(d) In August 2002, the Company redeemed the entire $130.0 of outstanding
10.5% Senior Subordinated Notes at a premium of 5.25%. See note 13(e).
(e) Other long-term debt includes secured loan facilities of one of the
Company's subsidiaries of which $13.0 was outstanding at December 31,
2001, and capital lease obligations. All secured loans were repaid during
2002. The weighted average interest rate on these facilities in 2001 was
4.4%. The loans were denominated in Singapore Dollars and repayable
through quarterly payments. There were no commitment fees for 2001 or
2002. The balance as at December 31, 2002, relates to capital lease
obligations.
As at December 31, 2002, principal repayments due within each of the next
five years on all long-term debt are as follows:
2003........................................................ $2.7
2004........................................................ 2.5
2005........................................................ 1.5
2006........................................................ 0.1
2007........................................................ 0.1
The unsecured, revolving credit facilities have restrictive covenants
relating to debt incurrence and sale of assets and also contain financial
covenants, that require the Company to maintain certain financial ratios. A
change of control is an event of default.
10. CONVERTIBLE DEBT:
In August 2000, Celestica issued Liquid Yield Option-TM- Notes (LYONs) with
a principal amount at maturity of $1,813.6, payable August 1, 2020. The
Company received gross proceeds of $862.9 and incurred $12.5 in underwriting
commissions, net of tax of $6.9. 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.
F-17
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
10. CONVERTIBLE DEBT: (CONTINUED)
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 one thousand dollars 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.
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.
During 2002, the Company paid $100.3 to repurchase LYONs with a principal
amount at maturity of $222.9. The Company recognized a gain on the
repurchase of these LYONs. The gain of $6.7, net of tax of $3.9, is recorded
in retained earnings and apportioned between the principal equity and option
components, based on their relative fair values compared to their carrying
values. Consistent with the treatment of the periodic accretion charges, the
gain on the principal equity component has been included in the calculation
of basic and diluted earnings (loss) per share. See note 12.
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
SUBORDINATE MULTIPLE VOTING SHARES SHARES TO
NUMBER OF SHARES (IN MILLIONS) VOTING SHARES VOTING SHARES OUTSTANDING BE ISSUED
------------------------------ -------------- -------------- -------------- -------------
Balance December 31, 2000........................... 164.3 39.1 203.4 0.4
Equity offering (i)................................. 12.0 -- 12.0 --
Other share issuances (ii).......................... 1.1 -- 1.1 --
Issued as consideration for acquisitions (iii)...... 13.2 -- 13.2 0.1
----- ---- ----- ----
Balance December 31, 2001........................... 190.6 39.1 229.7 0.5
Repurchase of shares (iv)........................... (2.0) -- (2.0) --
Other share issuances (v)........................... 0.9 -- 0.9 --
----- ---- ----- ----
Balance December 31, 2002........................... 189.5 39.1 228.6 0.5
===== ==== ===== ====
F-18
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
11. CAPITAL STOCK: (CONTINUED)
SUBORDINATE MULTIPLE SHARES TO TOTAL
AMOUNT VOTING SHARES VOTING SHARES BE ISSUED AMOUNT
------ -------------- -------------- ------------- -------------
Balance December 31, 2000........................... $2,254.9 $138.8 $ 1.7 $2,395.4
Equity offering, net of issue costs (i)............. 707.4 -- -- 707.4
Other share issuances (ii).......................... 29.2 -- -- 29.2
Issued as consideration for acquisitions (iii)...... 562.8 -- 4.2 567.0
-------- ------ ----- --------
Balance December 31, 2001........................... 3,554.3 138.8 5.9 3,699.0
Repurchase of shares (iv)........................... (36.9) -- -- (36.9)
Other share issuances (v)........................... 8.5 -- -- 8.5
-------- ------ ----- --------
Balance December 31, 2002........................... $3,525.9 $138.8 $ 5.9 $3,670.6
======== ====== ===== ========
2001 CAPITAL TRANSACTIONS:
(i) In May 2001, the Company issued 12.0 million subordinate voting
shares for gross cash proceeds of $714.0 and incurred $6.6 in share
issuance costs, net of tax of $3.4.
(ii) During 2001, the Company issued 1.1 million subordinate voting
shares as a result of the exercise of employee stock options for
$23.7 and recorded a tax benefit of $5.5.
(iii) In 2001, the Company issued 12.7 million subordinate voting shares,
as consideration for acquisitions, for an ascribed value of $558.5
and reserved 0.6 million shares at an ascribed value of $8.5.
During 2001, the Company issued 0.5 million of reserved shares at
an ascribed value of $4.3. As at December 31, 2001, 0.5 million
subordinate voting shares remain reserved for issuance at an
ascribed value of $5.9.
2002 CAPITAL TRANSACTIONS:
(iv) In July 2002, the Company filed a Normal Course Issuer Bid to
repurchase over the next 12 months, at its discretion, up to 5% of
the total outstanding shares, or 9.6 million subordinate voting
shares, for cancellation. During 2002, the Company repurchased
2.0 million subordinate voting shares at a weighted average price
of $16.23 per share.
(v) During 2002, the Company issued 0.9 million subordinate voting
shares, primarily as a result of the exercise of employee stock
options, for $7.4 and recorded a tax benefit of $1.1.
(c) STOCK OPTION PLANS:
(i) Long-Term Incentive Plan (LTIP):
The Company established the LTIP prior to 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
29.0 million subordinate voting shares may be issued from treasury.
Options are granted at prices equal to the market value of the day prior
to 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 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-19
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
11. CAPITAL STOCK: (CONTINUED)
Stock option transactions were as follows:
WEIGHTED AVERAGE
NUMBER OF OPTIONS (IN MILLIONS) SHARES EXERCISE PRICE
------------------------------- -------- ----------------
Outstanding at December 31, 1999............................ 14.6 $14.84
Granted..................................................... 4.2 $55.40
Exercised................................................... (1.4) $ 6.85
Cancelled................................................... (0.2) $ 7.33
----
Outstanding at December 31, 2000............................ 17.2 $25.16
Granted/assumed............................................. 8.5 $42.54
Exercised................................................... (1.6) $14.89
Cancelled................................................... (0.2) $23.36
----
Outstanding at December 31, 2001............................ 23.9 $31.67
Granted..................................................... 3.9 $19.93
Exercised................................................... (0.9) $ 7.42
Cancelled................................................... (0.8) $41.49
----
Outstanding at December 31, 2002............................ 26.1 $30.51
====
Shares reserved for issuance upon exercise of stock options
or awards (in millions)................................... 33.9
====
The following options were outstanding as at December 31, 2002:
RANGE OF OUTSTANDING WEIGHTED AVERAGE EXERCISABLE WEIGHTED AVERAGE REMAINING
PLAN EXERCISE PRICES OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE LIFE
---- --------------- ------------- ---------------- ------------- ---------------- ----------
(in millions) (in millions) (years)
ESPO................. $5.00 - $ 7.50 4.6 $ 5.34 4.6 $ 5.34 5
LTIP................. $8.75 - $13.69 1.6 $12.09 1.2 $12.02 6
$13.10 - $25.75 3.6 $18.58 -- -- 10
$24.18 - $24.18 0.8 $24.18 0.6 $24.18 7
$24.91 - $54.15 1.4 $41.16 0.4 $41.16 9
$32.22 - $44.38 0.3 $37.91 -- -- 10
$39.03 - $39.03 2.8 $39.03 2.1 $39.03 7
$41.89 - $41.89 6.1 $41.89 1.5 $41.89 9
$55.40 - $56.19 3.9 $55.96 2.0 $55.96 8
Other................ $0.93 - $13.31 0.8 $ 5.50 0.8 $ 5.50 4
Other................ $29.73 - $72.84 0.2 $46.28 0.2 $46.28 4
---- ----
26.1 13.4
==== ====
F-20
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
12. EARNINGS (LOSS) PER SHARE AND WEIGHTED AVERAGE SHARES OUTSTANDING:
The following table sets forth the calculation of basic and diluted earnings
(loss) per share:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
Numerator:
Net earnings (loss)....................................... $206.7 $(39.8) $(445.2)
Convertible debt accretion, net of tax.................... (5.4) (15.0) (17.5)
Gain on repurchase of convertible debt, net of tax(1)..... -- -- 8.3
------ ------ -------
Earnings (loss) available to common shareholders.......... $201.3 $(54.8) $(454.4)
Denominator:
Weighted average shares -- basic (in millions)............ 199.8 213.9 229.8
Effect of dilutive securities (in millions):
Employee stock options(2)............................... 7.8 -- --
Convertible debt........................................ 4.2 -- --
------ ------ -------
Weighted average shares -- diluted (in millions)(3)....... 211.8 213.9 229.8
Earnings (loss) per share:
Basic..................................................... $ 1.01 $(0.26) $ (1.98)
Diluted................................................... $ 0.98 $(0.26) $ (1.98)
---------------
(1) For 2002, the gain on the principal equity component of the convertible
debt repurchase of $8.3 is included in the calculation of basic and
diluted loss per share. See note 10.
(2) For 2000, excludes the effect of 3.3 million "out of the money" options
as they are anti-dilutive.
(3) For 2001 and 2002, excludes the effect of all options and convertible
debt as they are anti-dilutive due to the loss.
13. OTHER CHARGES:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
2001 restructuring (a)...................................... $-- $237.0 $ 1.9
2002 restructuring (b)...................................... -- -- 383.5
2002 goodwill impairment (c)................................ -- -- 203.7
Other impairment (d)........................................ -- 36.1 81.7
Deferred financing costs and debt redemption fees (e)....... -- -- 9.6
Gain on sale of surplus land................................ -- -- (2.6)
------ ------ ------
$-- $273.1 $677.8
====== ====== ======
(a) 2001 RESTRUCTURING:
The Company recorded a pre-tax restructuring charge of $237.0 in 2001, in
response to slowing end markets. The Company's restructuring plan focused
on facility consolidations and a workforce reduction. The following table
details the components of the 2001 restructuring charge and the
adjustments in 2002, as the Company executed its plan:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
Employee termination costs.................................. $-- $ 90.7 $(4.1)
Lease and other contractual obligations..................... -- 35.3 11.4
Facility exit costs and other............................... -- 12.4 (2.7)
Asset impairment (non-cash)................................. -- 98.6 (2.7)
------ ------ -----
$-- $237.0 $ 1.9
====== ====== =====
F-21
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
13. OTHER CHARGES: (CONTINUED)
The following table details the activity through the accrued
restructuring liability:
LEASE
EMPLOYEE AND OTHER FACILITY
TERMINATION CONTRACTUAL EXIT COSTS
COSTS OBLIGATIONS AND OTHER TOTAL
------------ ------------ ------------ ------------
Balance at January 1, 2002............................. $ 39.5 $ 33.7 $ 9.5 $ 82.7
Cash payments.......................................... (35.4) (13.0) (6.8) (55.2)
Adjustments............................................ (4.1) 11.4 (2.7) 4.6
------ ------ ----- ------
Balance at December 31, 2002........................... $-- $ 32.1 $-- $ 32.1
====== ====== ===== ======
Employee terminations were made across all geographic regions of the
Company with the majority pertaining to manufacturing and plant
employees. A total of 11,925 employees have been terminated relating to
the 2001 restructuring plan. The adjustment to lease and other
contractual obligations relates primarily to changes in estimates and
revised timing of expected sublease recoveries.
The non-cash charges for asset impairment reflected the write-down of
certain long-lived assets across all geographic regions that have become
impaired as a result of the rationalization of facilities. The asset
impairments relate to goodwill and intangible assets, machinery and
equipment, buildings and improvements. The assets were written down to
their recoverable amounts using estimated cash flows.
The Company has completed the major components of the 2001 restructuring
plan, except for certain long-term lease and other contractual
obligations.
(b) 2002 RESTRUCTURING:
In response to the prolonged difficult end-market conditions, the Company
announced a new restructuring plan for the consolidation of facilities
and a workforce reduction. The Company recorded a pre-tax restructuring
charge of $383.5. The following table details the components of the 2002
restructuring charge:
YEAR ENDED DECEMBER 31
---------------------------------------
2000 2001 2002
----------- ----------- -----------
Employee termination costs.................................. $-- $-- $128.8
Lease and other contractual obligations..................... -- -- 51.7
Facility exit costs and other............................... -- -- 8.5
Asset impairment (non-cash)................................. -- -- 194.5
------ ------ ------
$-- $-- $383.5
====== ====== ======
The following table details the activity through the accrued
restructuring liability:
LEASE
EMPLOYEE AND OTHER FACILITY
TERMINATION CONTRACTUAL EXIT COSTS
COSTS OBLIGATIONS AND OTHER TOTAL
----------- ----------- ----------- -----------
Balance at January 1, 2002................................ $-- $-- $-- $--
Provision................................................. 128.8 51.7 8.5 189.0
Cash payments............................................. (41.7) (1.7) (0.7) (44.1)
------ ----- ----- ------
Balance at December 31, 2002.............................. $ 87.1 $50.0 $ 7.8 $144.9
====== ===== ===== ======
Employee terminations were made primarily in the Americas with the
majority pertaining to manufacturing and plant employees. A total of
5,900 employees have been identified to be terminated, of which 2,410
employees were terminated during 2002. The remaining termination costs
are expected to be paid out during 2003.
F-22
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
13. OTHER CHARGES: (CONTINUED)
The non-cash charges for 2002 for asset impairment reflect the write-down
of certain long-lived assets primarily in the Americas that have become
impaired as a result of the rationalization of facilities. The asset
impairments relate to intangible assets, machinery and equipment,
buildings and improvements. The assets were written down to their
recoverable amounts using estimated cash flows.
The Company expects to complete the major components of the 2002
restructuring plan by the end of 2003, except for certain long-term lease
and other contractual obligations.
(c) 2002 GOODWILL IMPAIRMENT:
In 2002, the Company recorded a non-cash charge against goodwill of
$203.7, in connection with its annual impairment assessment as described
in notes 2(h) and 7.
(d) OTHER IMPAIRMENT:
In 2002, the Company recorded a non-cash charge of $81.7, in connection
with its annual impairment assessment of long-lived assets, comprised
primarily of a write-down of intangible assets.
In 2001, the Company recorded a non-cash charge of $36.1, in connection
with its annual impairment assessment of long-lived assets comprised
primarily of a write-down of goodwill and intangible assets.
(e) DEFERRED FINANCING COSTS AND DEBT REDEMPTION FEES:
In 2002, the Company paid a premium associated with the redemption of the
Senior Subordinated Notes and expensed related deferred financing costs.
See note 9(d).
14. INCOME TAXES:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
Earnings (loss) before income tax:
Canadian operations....................................... $179.4 $ 34.7 $(190.1)
Foreign operations........................................ 96.5 (76.6) (346.3)
------ ------ -------
$275.9 $(41.9) $(536.4)
====== ====== =======
Current income tax expense (recovery):
Canadian operations....................................... $ 51.2 $ 17.2 $ (4.6)
Foreign operations........................................ 28.9 8.6 21.2
------ ------ -------
$ 80.1 $ 25.8 $ 16.6
====== ====== =======
Deferred income tax expense (recovery):
Canadian operations....................................... $ 33.0 $ (5.4) $ (15.2)
Foreign operations........................................ (43.9) (22.5) (92.6)
------ ------ -------
$(10.9) $(27.9) $(107.8)
====== ====== =======
F-23
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
14. INCOME TAXES: (CONTINUED)
The overall income tax provision differs from the provision computed at the
statutory rate as follows:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
Combined Canadian federal and provincial income tax rate.... 44.0% 42.1% 38.6%
------ ------ -------
Income taxes (recovery) based on earnings (loss) before
income taxes at statutory rates........................... $121.4 $(17.7) $(207.1)
Increase (decrease) resulting from:
Manufacturing and processing deduction.................... (17.7) (5.0) 5.8
Foreign income taxed at lower rates....................... (43.9) (2.9) (19.2)
Amortization and write-down of non-deductible goodwill and
intangible assets....................................... 8.9 15.4 44.2
Other, including large corporations tax................... 0.5 8.1 8.5
Change in valuation allowance............................. -- -- 76.6
------ ------ -------
Income tax expense (recovery)............................... $ 69.2 $ (2.1) $ (91.2)
====== ====== =======
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 income tax
assets and liabilities are comprised of the following as at December 31,
2001 and 2002:
2001 2002
----------- -----------
Deferred income tax assets:
Income tax effect of operating losses carried forward..... $ 51.9 $162.9
Accounting provisions not currently deductible............ 34.4 43.9
Capital, intangible and other assets...................... 17.0 143.9
Share issue and convertible debt issue costs.............. 17.2 9.5
Restructuring accruals.................................... 29.1 53.2
Other..................................................... 4.5 5.2
------ ------
154.1 418.6
Valuation allowance....................................... -- (76.6)
------ ------
Total deferred income tax assets............................ 154.1 342.0
------ ------
Deferred income tax liabilities:
Capital, intangible and other assets...................... (37.7) (54.2)
Deferred pension asset.................................... (9.1) (10.0)
Other..................................................... (4.5) (3.5)
------ ------
Total deferred income tax liabilities....................... (51.3) (67.7)
------ ------
Deferred income tax asset, net.............................. $102.8 $274.3
====== ======
The net deferred income tax asset arises from available income tax losses
and future income tax deductions. The Company's ability to use these income
tax losses and future income tax deductions is dependent upon the operations
of the Company in the tax jurisdictions in which such losses or deductions
arose. The Company records a valuation allowance against deferred income tax
assets when management believes it is more likely than not that some portion
or all of the deferred income tax assets will not be realized. Based on the
reversal of deferred income tax liabilities, projected future taxable
income, the character of the income tax asset and tax planning strategies,
the Company has determined that a valuation allowance of $76.6 is required
in respect of its deferred income tax assets as at December 31, 2002. No
valuation allowance was required for the deferred income tax assets as at
December 31, 2001. In order to fully utilize the net deferred income tax
assets of $274.3, the Company will need to generate future taxable income of
approximately $741.0. Based on the Company's current projection of taxable
income for the periods in which the deferred income tax assets are
deductible, it is more likely than not that the Company will realize the
benefit of the net deferred income tax assets as at December 31, 2002.
F-24
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
14. INCOME TAXES: (CONTINUED)
Celestica intends to indefinitely re-invest income from all of its foreign
subsidiaries. The aggregate amount of undistributed
earnings of Celestica's foreign subsidiaries for which no deferred income
tax liability has been recorded is approximately $283.4 as at December 31,
2002.
Celestica has been granted tax incentives, including tax holidays, for its
Czech Republic, China, Malaysia, Thailand and Singapore subsidiaries. The
tax benefit arising from these incentives is approximately $24.9, or $0.11
diluted per share for 2002, $9.6, or $0.04 diluted per share for 2001, and
$15.8, or $0.07 diluted per share for 2000. These tax incentives expire
between 2004 and 2012, and are subject to certain conditions with which the
Company expects to comply.
As at December 31, 2002, the Company had operating losses of $589.9; a
portion of the income tax benefits of these losses has been recognized on
the financial statements. A summary of the operating loss carryforwards by
year of expiry is as follows:
YEAR OF EXPIRY AMOUNT
-------------- --------
2005........................................................ $ 0.1
2006........................................................ 1.7
2007........................................................ 131.6
2008........................................................ 3.2
2009........................................................ 7.4
2010-2022................................................... 176.5
Indefinite.................................................. 269.4
------
$589.9
======
15. RELATED PARTY TRANSACTIONS:
In 2002, the Company expensed management related fees of $2.2 (2001 -- $2.1;
2000 -- $2.1) and capitalized acquisition related fees of $Nil
(2001 -- $Nil; 2000 -- $0.5) charged by its parent company. Management
believes that the fees charged were reasonable in relation to the services
provided.
16. PENSION AND NON-PENSION POST-EMPLOYMENT BENEFIT PLANS:
The Company provides pension and non-pension post-employment benefit plans
for its employees. Pension benefits include traditional pension plans, as
well as supplemental pension plans. Certain employees participate in defined
benefit plans; all other employees participate in defined contribution
plans. Maximum pension retirement benefits for employees participating in
defined benefit plans are based upon the employees' best three consecutive
years' pensionable earnings. Non-pension post-employment benefits are
available to retired and terminated employees. The benefits include
termination benefits, medical, surgical, hospitalization coverage,
supplemental health, dental and group life insurance.
The Company's pension funding policy is to contribute amounts sufficient to
meet minimum local statutory funding requirements that are based on
actuarial calculations. The Company may make additional discretionary
contributions based on actuarial assessments. The most recent statutory
pension actuarial valuations were completed as at March and April 2000. In
2002, actuarial reviews of all defined benefit plans were completed.
Contributions made by the Company to support ongoing plan obligations have
been included in the deferred asset or liability accounts on the
consolidated balance sheet. Contributions to pension fund assets are
invested primarily in fixed income and equity securities and assets are
valued at market value.
The Company's non-pension post-employment benefits are currently unfunded.
The most recent actuarial valuation for non-pension, post-employment
benefits was completed in January 2002. The Company accrues the expected
costs of providing non-pension, post-employment benefits during the periods
in which the employees render service.
F-25
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
16. PENSION AND NON-PENSION POST-EMPLOYMENT BENEFIT PLANS: (CONTINUED)
The following table provides a summary of the estimated financial position
of the Company's pension and non-pension post-employment benefit plans:
PENSION PLANS OTHER BENEFIT PLANS
YEAR ENDED DECEMBER 31 YEAR ENDED DECEMBER 31
------------------------- -------------------------
2001 2002 2001 2002
----------- ----------- ----------- -----------
Plan assets, beginning of year.............................. $188.6 $174.5 $-- $--
Employer contributions.................................... 10.1 13.5 3.8 6.1
Actual return on assets................................... (13.1) (21.9) -- --
Voluntary employee contributions.......................... 2.1 4.6 -- 0.1
Effect of acquisitions.................................... -- 4.8 -- --
Benefits paid............................................. (5.2) (10.5) (3.8) (6.2)
Foreign currency exchange rate changes...................... (8.0) 9.9 -- --
------ ------ ------ ------
Plan assets, end of year.................................... $174.5 $174.9 $-- $--
====== ====== ====== ======
PENSION PLANS OTHER BENEFIT PLANS
YEAR ENDED DECEMBER 31 YEAR ENDED DECEMBER 31
------------------------- -------------------------
2001 2002 2001 2002
----------- ----------- ----------- -----------
Accrued benefit obligations (ABO), beginning of year........ $170.3 $179.1 $ 47.7 $ 56.4
Reclassification of supplemental plan..................... -- 4.9 -- (4.9)
Service cost.............................................. 8.6 7.2 7.6 9.7
Interest cost............................................. 11.3 12.5 2.0 2.5
Voluntary employee contributions.......................... 2.1 4.6 -- 0.1
Actuarial (gains) / losses................................ (1.9) 14.0 3.2 8.2
Plan amendments........................................... 1.9 -- -- (0.3)
Effect of acquisitions.................................... -- 22.8 1.1 0.9
Effect of curtailments.................................... -- 1.3 -- (1.1)
Benefits paid............................................. (5.2) (10.5) (3.8) (6.2)
Foreign currency exchange rate changes.................... (8.0) 14.6 (1.4) 0.1
------ ------ ------ ------
Accrued benefit obligations, end of year.................... $179.1 $250.5 $ 56.4 $ 65.4
====== ====== ====== ======
Deficit of plan assets over accrued benefit obligations..... $ (4.6) $(75.6) $(56.4) $(65.4)
Unrecognized actuarial losses............................... 33.0 87.3 9.1 7.7
------ ------ ------ ------
Deferred (accrued) pension cost............................. $ 28.4 $ 11.7 $(47.3) $(57.7)
====== ====== ====== ======
The following table reconciles the deferred (accrued) pension balances to
that reported as of December 31, 2002:
OTHER
PENSION BENEFIT
PLANS PLANS TOTAL
------------ ------------ ------------
Accrued pension and post-employment benefits................ $(19.5) $(57.7) $(77.2)
Deferred pension assets (note 8)............................ 31.2 -- 31.2
------ ------ ------
$ 11.7 $(57.7) $(46.0)
====== ====== ======
F-26
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
16. PENSION AND NON-PENSION POST-EMPLOYMENT BENEFIT PLANS: (CONTINUED)
PENSION PLANS OTHER BENEFIT PLANS
YEAR ENDED DECEMBER 31 YEAR ENDED DECEMBER 31
------------------------------------------ ------------------------------------------
2000 2001 2002 2000 2001 2002
------------ ------------ ------------ ------------ ------------ ------------
Net plan expense:
Service cost................ $ 7.5 $ 8.6 $ 7.2 $ 1.5 $ 7.6 $ 9.7
Interest cost............... 10.6 11.3 12.5 1.5 2.0 2.5
Expected return on assets... (13.9) (14.0) (13.7) -- -- --
Net amortization of
actuarial
(gains)/losses............ (0.2) (0.1) 1.6 0.3 0.8 0.5
------ ------ ------ ------ ------ ------
4.0 5.8 7.6 3.3 10.4 12.7
Defined contribution pension
plan expense................ 12.8 18.9 21.9 -- -- --
Curtailment loss.............. -- -- 2.9 -- -- 1.7
------ ------ ------ ------ ------ ------
Total......................... $ 16.8 $ 24.7 $ 32.4 $ 3.3 $ 10.4 $ 14.4
====== ====== ====== ====== ====== ======
PENSION PLANS OTHER BENEFIT PLANS
YEAR ENDED DECEMBER 31 YEAR ENDED DECEMBER 31
------------------------------------------ ------------------------------------------
2000 2001 2002 2000 2001 2002
------------ ------------ ------------ ------------ ------------ ------------
Actuarial assumptions
(percentages):
Weighted average discount rate
for projected benefit
obligations................. 6.5 6.2 5.5 7.5 7.3 6.9
Weighted average rate of
compensation increase....... 4.0 4.5 4.0 4.5 4.5 5.0
Weighted average expected
long-term rate of return on
plan assets................. 7.4 7.5 7.3 -- -- --
Healthcare cost trend rate.... -- -- -- 5.0 6.4 10.5
OTHER BENEFIT PLANS
YEAR ENDED DECEMBER 31
---------------------------
2001 2002
------------ ------------
Sensitivity re: healthcare trend rate for non-pension,
post-employment benefits:
1% Increase
Effect on ABO............................................. $ 5.1 $ 5.3
Effect on service cost and interest cost.................. 0.9 1.2
1% Decrease
Effect on ABO............................................. (4.0) (4.2)
Effect on service cost and interest cost.................. (0.7) (1.0)
In 2002, the Company assumed net pension liabilities relating to an
acquisition in Japan from NEC Corporation. Regulatory funding restrictions
preclude the Company from fully funding the plan. The plan has an
accumulated benefit obligation of $31.3 in excess of its plan assets of
$6.8. At the time of closing the acquisition, the Company received amounts
to cover the unfunded liabilities.
The Company has a pension plan with an accumulated benefit obligation of
$123.2 that is in excess of plan assets of $83.7.
The Company has a supplemental retirement plan that has an accumulated
benefit obligation of $8.7 and no plan assets. In 2002, the plan was
reclassified from other benefit plans to pension plans.
In 2002, the Company incurred net curtailment losses due to the
rationalization of facilities. These losses are included as restructuring
charges in note 13(b).
F-27
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
17. 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) In 2001, the fair value of the Company's Senior Subordinated Notes was
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.
The carrying amounts and fair values of the Company's financial instruments,
where there are differences at December 31, 2001, and 2002, are as follows:
DECEMBER 31, 2001 DECEMBER 31, 2002
--------------------------- ---------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
------------ ------------ ------------ ------------
Senior Subordinated Notes and other long-term debt......... $143.0 $149.5 $ 6.9 $ 6.9
Foreign currency contracts -- asset (liability)............ -- (7.4) -- 18.9
DERIVATIVES AND HEDGING ACTIVITIES:
The Company has entered into foreign currency contracts to hedge foreign
currency risk relating to cash flow and cash position exposures. 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 exposures being hedged. The counterparties to the
contracts are multinational commercial banks, and therefore, the credit risk
of counterparty non-performance is low. As at December 31, 2002, the Company
had forward foreign exchange contracts to trade $282.7 in U.S. dollars in
exchange for Canadian dollars over a period of 15 months at a weighted
average exchange rate of U.S. $0.64. The Company also had forward contracts
to trade $10.6 in exchange for Canadian dollars over a period of 37 months
at a weighted average exchange rate of U.S. $0.63. In addition, the Company
had exchange contracts to trade $168.7 in exchange for euros over a period
of 15 months at a weighted average exchange rate of U.S. $0.93, $36.4 in
exchange for British pounds sterling over a period of 13 months at a
weighted average exchange rate of U.S. $1.45, $37.1 in exchange for Mexican
pesos over a period of 12 months at a weighted average exchange rate of
U.S. $0.10, $27.6 in exchange for Singapore dollars over a period of
12 months at a weighted average exchange rate of U.S. $0.57, 64.5 Brazilian
reais in exchange for U.S. dollars over a period of 1 month at a weighted
average exchange rate of U.S. $0.30, $40.7 in exchange for Japanese yen over
a period of 1 month at a weighted average exchange rate of U.S. $0.01, and
$11.9 in exchange for Czech koruna over a period of 12 months at a weighted
average exchange rate of U.S. $0.03. At December 31, 2002, these contracts
had a fair-value asset of $18.9 (2001 -- liability of $7.4).
CONCENTRATION OF RISK:
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. In certain
instances, the Company obtains letters of credit from its customers. The
Company considers its concentrations of credit risk in determining its
estimates of reserves for potential credit losses. The Company maintains
cash and cash equivalents in high quality short-term investments or on
deposit with major financial institutions.
18. COMMITMENTS, CONTINGENCIES AND GUARANTEES:
The Company has operating leases that require future payments as follows:
OPERATING
LEASES
---------
2003........................................................ $106.5
2004........................................................ 59.5
2005........................................................ 38.9
2006........................................................ 23.0
2007........................................................ 18.9
Thereafter.................................................. 91.5
F-28
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
18. COMMITMENTS, CONTINGENCIES AND GUARANTEES: (CONTINUED)
Contingent liabilities in the form of letters of credit, letters of
guarantee, and surety and performance bonds, are provided to various third
parties. These guarantees cover various payments including customs and
excise taxes, utility commitments and certain bank guarantees. At
December 31, 2002, these liabilities, including guarantees of employee share
purchase loans, amounted to $61.2 (2001 -- $24.1).
In addition to the above guarantees, the Company has also provided routine
indemnifications, whose terms range in duration and often are not explicitly
defined. These guarantees may include indemnifications against adverse
effects due to changes in tax laws and patent infringements by third
parties. The maximum amounts from these indemnifications cannot be
reasonably estimated. In some cases, the Company has recourse against other
parties to mitigate its risk of loss from these guarantees. Historically,
the Company has not made significant payments relating to these
indemnifications.
Under the terms of an existing real estate lease, which expires in 2004,
Celestica has the right to acquire the real estate at a purchase price equal
to the lease balance, which currently is approximately $37.3. In the event
that the lease is not renewed, subject to certain conditions, Celestica may
choose to market and complete the sale of the real estate on behalf of the
lessor. If the highest offer received is less than the lease balance,
Celestica would pay the lessor the lease balance less the gross sale
proceeds, subject to a maximum of $31.5. In the event that no acceptable
offers are received, Celestica would pay the lessor $31.5 and return the
property to the lessor. Alternatively, Celestica may choose to acquire the
real estate at the expiration for a price equal to the then current lease
balance. The future lease payments under this lease are included in the
total operating lease commitments.
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.
19. SIGNIFICANT CUSTOMERS:
During 2002, three customers individually comprised 17%, 16% and 15% of
total revenue across all geographic segments. At December 31, 2002, one
customer represented 28% of total accounts receivable.
During 2001, three customers individually comprised 23%, 21% and 11% of
total revenue across all geographic segments. At December 31, 2001, two
customers represented 14% and 26% of total accounts receivable.
During 2000, two customers individually comprised 25% and 21% of total
revenue across all geographic segments. At December 31, 2000, two customers
represented 21% and 26% of total accounts receivable.
20. 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 goodwill and intangible assets, integration costs related to
acquisitions and other charges). Inter-segment transactions are reflected at
market value.
The following is a breakdown by reporting segment:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
REVENUE
Americas.................................................... $6,542.7 $ 6,334.6 $4,640.8
Europe...................................................... 2,823.3 3,001.3 1,786.5
Asia........................................................ 871.6 991.1 2,109.7
Elimination of inter-segment revenue........................ (485.5) (322.6) (265.4)
-------- --------- --------
$9,752.1 $10,004.4 $8,271.6
======== ========= ========
F-29
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
20. SEGMENTED INFORMATION: (CONTINUED)
YEAR ENDED DECEMBER 31
------------------------------------------
EBIAT 2000 2001 2002
----- ------------ ------------ ------------
Americas.................................................... $200.1 $ 192.9 $ 157.7
Europe...................................................... 121.1 128.5 (11.5)
Asia........................................................ 40.7 49.7 111.1
------ ------- -------
361.9 371.1 257.3
Interest, net............................................... 19.0 7.9 1.1
Amortization of goodwill and intangible assets.............. (88.9) (125.0) (95.9)
Integration costs related to acquisitions................... (16.1) (22.8) (21.1)
Other charges............................................... -- (273.1) (677.8)
------ ------- -------
Earnings (loss) before income taxes......................... $275.9 $ (41.9) $(536.4)
====== ======= =======
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
CAPITAL EXPENDITURES
Americas.................................................... $154.0 $107.9 $ 90.0
Europe...................................................... 86.9 55.4 28.0
Asia........................................................ 41.9 36.0 33.4
------ ------ ------
$282.8 $199.3 $151.4
====== ====== ======
AS AT DECEMBER 31
---------------------------
2001 2002
------------ ------------
TOTAL ASSETS
Americas.................................................... $3,408.2 $2,894.1
Europe...................................................... 1,626.3 1,047.6
Asia........................................................ 1,598.4 1,865.1
-------- --------
$6,632.9 $5,806.8
======== ========
CAPITAL ASSETS
Americas.................................................... $ 468.0 $ 281.1
Europe...................................................... 279.1 231.9
Asia........................................................ 168.0 214.8
-------- --------
$ 915.1 $ 727.8
======== ========
The following table details the Company's external revenue allocated by
manufacturing location among foreign countries exceeding 10%:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
REVENUE
Canada...................................................... 28% 20% 15%
United States............................................... 30% 35% 37%
Italy....................................................... 10% 13% 13%
United Kingdom.............................................. 17% 11% --
F-30
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
21. SUPPLEMENTAL CASH FLOW INFORMATION:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
Paid during the year:
Interest.................................................. $15.9 $ 20.7 $22.0
Taxes..................................................... $55.0 $ 89.0 $25.5
Non-cash financing activities:
Convertible debt accretion, net of tax.................... $ 5.4 $ 15.0 $17.5
Shares issued for acquisitions............................ $-- $567.0 $--
22. 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 U.S. 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 U.S. GAAP:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
Net earnings (loss) in accordance with Canadian GAAP........ $206.7 $(39.8) $(445.2)
Compensation expense (a).................................... (2.5) (3.2) (3.8)
Interest expense on convertible debt, net of tax (b)........ (6.8) (17.7) (27.8)
Gain on repurchase of convertible debt, net of tax (b)...... -- -- 8.4
Other charges, net of tax (c)............................... -- (2.7) (26.5)
Gain on foreign exchange contract, net of tax (d)........... -- 12.1 --
------ ------ -------
Net earnings (loss) in accordance with U.S. GAAP............ $197.4 $(51.3) $(494.9)
Other comprehensive income (loss):
Cumulative effect of a change in accounting policy, net of
tax (e)................................................... -- 5.6 --
Net gain (loss) on derivatives designated as hedges, net of
tax (e)................................................... -- (11.7) 21.8
Minimum pension liability, net of tax (f)................... -- (14.9) (23.6)
Foreign currency translation adjustment..................... -- 1.2 20.2
------ ------ -------
Comprehensive income (loss) in accordance with U.S. GAAP.... $197.4 $(71.1) $(476.5)
====== ====== =======
The following table details the computation of U.S. GAAP basic and diluted
earnings (loss) per share:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
Earnings (loss) available to shareholders -- basic.......... $197.4 $(51.3) $(494.9)
Add back: Interest expense on convertible debt, net of tax
(if dilutive)............................................. 6.8 -- --
------ ------ -------
Earnings (loss) available to shareholders -- diluted........ $204.2 $(51.3) $(494.9)
====== ====== =======
Weighted average shares -- basic (in millions).............. 199.8 213.9 229.8
Weighted average shares -- diluted (in millions)(1)......... 211.8 213.9 229.8
Basic earnings (loss) per share............................. $ 0.99 $(0.24) $ (2.15)
Diluted earnings (loss) per share........................... $ 0.96 $(0.24) $ (2.15)
-------------------
(1) For 2001 and 2002, excludes the effect of options and convertible debt
as they are anti-dilutive due to the loss.
F-31
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
22. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES: (CONTINUED)
The cumulative effect of these adjustments on shareholders' equity of the
Company is as follows:
AS AT DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
Shareholders' equity in accordance with Canadian GAAP....... $3,469.3 $4,745.6 $4,203.6
Compensation expense (a).................................... (10.6) (13.8) (17.6)
Capital stock (a)........................................... 8.6 11.8 15.6
Interest expense on convertible debt, net of tax (b)........ (6.8) (24.5) (52.3)
Convertible debt (b)........................................ (860.5) (886.8) (804.6)
Convertible debt accretion, net of tax (b).................. 5.4 20.4 37.9
Gain on repurchase of convertible debt for Canadian GAAP
(b)....................................................... -- -- (6.7)
Gain on repurchase of convertible debt for U.S. GAAP (b).... -- -- 8.4
Other charges (c)........................................... -- (2.7) (29.2)
Gain on foreign exchange contract, net of tax (d)........... -- 12.1 12.1
Net gain (loss) on cash flow hedges (e)..................... -- (6.1) 15.7
Minimum pension liability, net of tax (f)................... -- (14.9) (38.5)
-------- -------- --------
Shareholders' equity in accordance with U.S. GAAP........... $2,605.4 $3,841.1 $3,344.4
======== ======== ========
---------------
(a) In 1998, the Company amended the vesting provisions of 6.2 million
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 U.S. 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
U.S. GAAP the Company has recorded an aggregate $15.6 non-cash stock
compensation charge reflected in earnings and capital stock over the
vesting period as follows: 1998 -- $4.2; 1999 -- $1.9; 2000 -- $2.5;
2001 -- $3.2; 2002 -- $3.8. No similar charge is required to be recorded
by the Company under Canadian GAAP.
(b) Under Canadian GAAP, the Company recorded the convertible debt as an
equity instrument and recorded accretion charges to retained earnings.
Under U.S. 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 of $27.8, net of
tax of $13.9 (2001 -- $17.7, net of tax of $9.5; 2000 -- $6.8, net of tax
of $3.8).
In 2002, the Company reported a gain on the repurchase of a portion of
convertible debt. Under Canadian GAAP, the gain is recorded to retained
earnings. Under U.S. GAAP, the Company records the gain through income of
$8.4, net of $4.2 in taxes.
(c) In 2002, the Company recorded impairment charges to write-down certain
assets, primarily intangible assets, which was measured using
undiscounted cash flows. U.S. GAAP requires the use of discounted cash
flows, resulting in an additional charge of $26.5, net of tax of $2.0
(2001 -- $2.7).
(d) In 2001, the Company entered into a forward exchange contract to hedge
the cash portion of the purchase price for the Omni acquisition. The
transaction does not qualify for hedge accounting treatment under SFAS
No. 133 which specifically precludes hedges of forecasted business
combinations. As a result, the gain on the exchange contract of $15.7,
less tax of $3.6, is recognized in income for U.S. GAAP. For Canadian
GAAP, the gain on the contract was included in the cost of the
acquisition, resulting in a goodwill value that is $15.7 lower for
Canadian GAAP than U.S. GAAP.
(e) 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 has implemented SFAS No. 133
effective for 2001 for purposes of the U.S. GAAP reconciliation. The
Company enters into forward exchange contracts to hedge certain
forecasted cash flows. The contracts are for periods consistent with the
forecasted transactions. All relationships between hedging instruments
and hedged items, as well as risk management objectives and strategies,
are documented. Changes in the spot value of the foreign currency
contracts that are designated, effective and qualify as cash flow hedges
of forecasted transactions are reported in accumulated other
comprehensive income and are reclassified into the same component of
earnings and in the same period as the hedged transaction is recognized.
Accordingly, on January 1, 2001, the Company recorded an asset in the
amount of $7.5 (less $1.9 in taxes) and a corresponding credit to other
comprehensive income as a cumulative effect, type adjustment to reflect
the initial
F-32
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
22. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES: (CONTINUED)
mark-to-market on the foreign currency contracts pursuant to U.S. GAAP.
At December 31, 2001, the Company recorded a liability of $7.4 and a
corresponding gross adjustment of $14.9 (less $3.2 in taxes) to other
comprehensive income and earnings. At December 31, 2002, the Company has
recorded an asset of $18.9 (less $3.2 in taxes) and a corresponding gain
of $26.3 (less $4.5 in taxes) to other comprehensive income and earnings.
It is expected that $18.8 of net gains reported in accumulated other
comprehensive income will be reclassified into earnings during 2003.
Under Canadian GAAP, the derivative instruments are not marked to market
and the related, off-balance sheet gains and losses are recognized in
earnings in the same period as the hedged transactions.
(f) Under U.S. GAAP, the Company is required to record an additional minimum
pension liability for three of its plans to reflect the excess of the
accumulated benefit obligations over the fair value of the plan assets.
Other comprehensive income has been charged with $23.6, net of tax of
$12.0 (2001 -- one plan for $14.9, net of tax of $6.4). No such
adjustments are required under Canadian GAAP.
OTHER DISCLOSURES REQUIRED UNDER U.S. GAAP:
(g) Stock-based compensation:
Under U.S. GAAP, 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. The estimated fair value of the options is amortized to income
over the vesting period, on a straight-line basis, and was determined
using the Black-Scholes option pricing model with the following weighted
average assumptions:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
Risk-free rate.............................................. 5.4% 5.4% 5.1%
Dividend yield.............................................. 0.0% 0.0% 0.0%
Volatility factor of the expected market price of the
Company's shares.......................................... 70.0% 70.0% 70.0%
Expected option life (in years)............................. 7.5 7.5 5.0
Weighted-average grant date fair values of options issued... $40.49 $34.31 $12.02
The pro forma disclosure for U.S. GAAP is as follows:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
Net earnings (loss) in accordance with U.S. GAAP, as
reported.................................................. $197.4 $(51.3) $(494.9)
Deduct: Stock-based compensation costs using fair-value
method, net of tax........................................ (21.2) (45.8) (87.7)
------ ------ -------
Pro forma net earnings (loss) in accordance with
U.S. GAAP................................................. $176.2 $(97.1) $(582.6)
====== ====== =======
Earnings (loss) per share:
Basic -- as reported...................................... $ 0.99 $(0.24) $ (2.15)
Basic -- pro forma........................................ $ 0.88 $(0.45) $ (2.54)
Diluted -- as reported.................................... $ 0.96 $(0.24) $ (2.15)
Diluted -- pro forma...................................... $ 0.86 $(0.45) $ (2.54)
F-33
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
22. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES: (CONTINUED)
(h) Accumulated other comprehensive loss:
YEAR ENDED DECEMBER 31
------------------------------------------
2000 2001 2002
------------ ------------ ------------
Opening balance of accumulated net gain on cash flow
hedges.................................................... $-- $-- $ (6.1)
Cumulative effect of a change in accounting policy, net of
tax (e)................................................... -- 5.6 --
Net gain (loss) on derivatives designated as hedges (e)..... -- (11.7) 21.8
----- ------ ------
Closing balance............................................. -- (6.1) 15.7
Opening balance of foreign currency translation account..... (4.1) (4.1) (2.9)
Foreign currency translation gain........................... -- 1.2 20.2
----- ------ ------
Closing balance............................................. (4.1) (2.9) 17.3
Opening balance of minimum pension liability................ -- -- (14.9)
Minimum pension liability, net of tax (f)................... -- (14.9) (23.6)
----- ------ ------
Closing balance............................................. -- (14.9) (38.5)
----- ------ ------
Accumulated other comprehensive loss........................ $(4.1) $(23.9) $ (5.5)
===== ====== ======
(i) Under U.S. GAAP, the subtotal "cash from earnings" would be excluded
from the consolidated statements of cash flows.
(j) Warranty liability:
The Company records a liability for future warranty costs based on
management's best estimate of probable claims under its product
warranties. The accrual is based on the terms of the warranty, which vary
by customer and product, and historical experience. The Company regularly
evaluates the appropriateness of the remaining accrual.
The following table details the changes in the warranty liability:
Balance at January 1, 2002.................................. $18.1
Accrual in excess of claims incurred........................ 5.6
-----
Balance at December 31, 2002................................ $23.7
=====
(k) New United States accounting pronouncements:
In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Intangible Assets" which the Company fully
adopted effective January 1, 2002. These statements are substantially
consistent with CICA Sections 1581 and 3062 (refer to note 2(q)) except
that, under U.S. GAAP, any transitional impairment charge would have been
recognized in earnings as a cumulative effect of a change in accounting
principle. Under Canadian GAAP, the cumulative adjustment would have been
recognized in opening retained earnings. There was no impact to the
Company as no transitional impairment charges were recognized.
In August 2001, SFAS No. 143, "Accounting for Asset Retirement
Obligations" was approved and requires that the fair value of an asset
retirement obligation be recorded as a liability, at fair value, in the
period in which the Company incurs the obligation. SFAS No. 143 is
effective for the Company's fiscal year commencing January 1, 2003. The
Company expects the adoption of this standard will have no material
impact on its financial position, results of operations or cash flows.
In October 2001, FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," which retains the fundamental
provisions of SFAS No. 121 for recognizing and measuring impairment
losses of long-lived assets other than goodwill. SFAS No. 144 also
broadens the definition of discontinued operations to include all
distinguishable components of an entity that will be eliminated from
ongoing operations. The Company prospectively adopted SFAS No. 144
effective January 1, 2002.
In May 2002, FASB issued SFAS No. 145, "Rescission of FASB Nos. 4, 44 and
64, Amendment of FASB No. 13 and Technical Corrections." SFAS No. 145
requires that certain gains and losses from extinguishment of debt no
longer qualify as extraordinary. The Company has early adopted SFAS
No. 145 commencing January 1, 2002.
F-34
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
22. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES: (CONTINUED)
In July 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 recognizes the liability
for an exit or disposal activity only when the costs are incurred and can
be measured at fair value. Currently, a commitment to an exit or disposal
plan is sufficient to record the majority of the costs. SFAS No. 146 is
effective for exit or disposal activities initiated after December 31,
2002. The Company expects the adoption of this standard will not have a
material impact on its existing restructuring plans as these plans were
initiated under an exit plan that meets the criteria of Emerging Issues
Task Force No. 94-3.
In November 2002, FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45), which requires certain
disclosures of obligations under guarantees. The disclosure requirements
of FIN 45 are effective for the Company's year ended December 31, 2002.
Effective for 2003, FIN 45 also requires the recognition of a liability
by a guarantor at the inception of certain guarantees entered into or
modified after December 31, 2002, based on the fair value of the
guarantee. The Company has adopted the disclosure requirements in its
2002 consolidated financial statements. See notes 18 and 22(j). The
Company has not determined the impact of the measurement requirements of
FIN 45.
In January 2003, FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" (FIN 46). The consolidation provisions of FIN
46 are effective for all newly created entities created after
January 31, 2003, and are applicable to existing entities as of the
Company's third quarter beginning July 1, 2003. It is possible that the
Company's variable interests in the real estate assets subject to the
lease arrangement disclosed in note 18 will be subject to the
consolidation provisions of FIN 46. The Company has not determined the
impact, however, any difference between the asset and liability on
initial measurement would be accounted for as a cumulative effect of
change in accounting policy in the 2003 statement of earnings. Refer to
note 18.
23. SUBSEQUENT EVENTS:
In January 2003, the Company made the following announcements:
In response to the continued limited visibility in end markets, the Company
plans to further reduce its manufacturing capacity. The reduction in
capacity will result in a pre-tax restructuring charge of between $50.0 and
$70.0, to be recorded during 2003.
The Company has, from time to time, purchased LYONs on the open market. The
Company has been authorized by the board of directors to spend up to an
additional $100.0 to repurchase LYONs, at management's discretion. This is
in addition to the amounts authorized in October 2002, of which $48.0
remains available for future purchases.
24. COMPARATIVE INFORMATION:
The Company has reclassified certain prior year information to conform to
the current year's presentation.
F-35
Exhibit Index
Exhibit
Number Description
--------- -----------------------------------------------------------------
1. Articles of Incorporation and Bylaws 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 Restated Articles of Incorporation effective November 20, 2001
1.9 Bylaw No. 1(4)
1.10 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 August 1, 2000, between Celestica Inc. and
The Chase Manhattan Bank, as Trustee (including a form of the
Outstanding Notes)(6)
2.4 Second Amended and Restated Credit Agreement, dated as of December
17, 2002, 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, CIBC World Markets, as Joint Lead Arranger
and Syndication Agent, RBC Capital Markets, as Joint Lead Arranger
and Co-Documentation Agent, Bank of America Securities LLC, as Joint
Lead Arranger and Co-Documentation Agent, and the financial
institutions named in Schedule A as lenders
2.5 Amended and Restated Four Year Revolving Term Credit Agreement,
dated as of December 17, 2002, among Celestica Inc. and Celestica
International Inc., as Borrowers, The Bank of Nova Scotia, as
Administrative Agent, and the financial institutions named therein,
as Lenders
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 February 19, 2001, by and
between Avaya Inc. and Celestica Corporation(4)*
3.3 Amendment No. 1 to the Asset Purchase Agreement, dated as of May 4,
2001, by and between Avaya Inc. and Celestica Corporation(4)
Exhibit
Number Description
--------- -----------------------------------------------------------------
3.4 Arrangement Agreement, dated as of May 31, 2001, between Celestica
Inc. and Primetech Electronics Inc.(7)*
3.5 Merger Agreement, dated as of June 15, 2001, between Omni Industries
Limited and Celestica Inc.(7)*
3.6 Asset Purchase Agreement, dated as of July 24, 2001, between Lucent
Technologies Inc. and Celestica Corporation(7)*
3.7 Asset Purchase Agreement, dated as of July 24, 2001, between Lucent
Technologies Inc. and Celestica Corporation(7)*
3.8 Asset Purchase Agreement, dated January 8, 2002, between NEC
Corporation, NEC Miyagi, Ltd., NEC Yamanashi, Ltd., 1325091 Ontario
Inc., and Celestica Inc.**
3.9 Employment Agreement, dated as of October 22, 1996, by and between
Celestica, Inc. and Eugene V. Polistuk(1)
3.10 Employment Agreement, dated as of October 22, 1996, by and between
Celestica, Inc. and Anthony P. Puppi(1)
3.11 Employment Agreement, dated as of October 22, 1996, by and between
Celestica, Inc. and Daniel P. Shea(1)
3.12 Employment Agreement, dated as of June 30, 1998, by and between
Celestica Inc. and R. Thomas Tropea(8)
3.13 D2D Employee Share Purchase and Option Plan (1997)(2)
3.14 Celestica 1997 U.K. Approved Share Option Scheme(1)
3.15 1998 U.S. Executive Share Purchase and Option Plan(9)
8.1 Subsidiaries of Registrant
99.1 Certification required by Section 906 of the Sarbanes-Oxley
Act of 2002***
-----------
* Request for confidential treatment granted. Confidential portions of
this document have been redacted and filed separately with the
Securities and Exchange Commission.
** Confidential treatment requested. Confidential portions of this
document have been redacted and filed separately with the Securities
and Exchange Commission.
*** Pursuant to Commission Release No. 33-8212, this certification will
be treated as "accompanying" this Annual Report on Form 20-F and not
"filed" as part of such report for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liability of Section 18 of
the Exchange Act, and this certification will not be incorporated by
reference into any filing under the Securities Act, or the Exchange
Act, except to the extent that the registrant specifically incorporates
it by reference.
(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 22, 2001.
(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 the Current Report on Form 6-K of
Celestica Inc. for the month of August, 2000.
(7) Incorporated by reference to the Annual Report on Form 20-F of
Celestica Inc. filed on May 3, 2002.
(8) Incorporated by reference to the Annual Report on Form 20-F of
Celestica Inc. filed on May 18, 2000.
(9) Incorporated by reference to the Registration Statement on Form S-8 of
Celestica Inc. filed on October 8, 1998 (Registration No. 333-9500).