Celestica Announces Fourth Quarter and Fiscal Year 2016 Financial Results

We are permitted to make voluntary prepayments of the Term Loan, subject to certain terms and conditions. Prepayments on the Term Loan are also required under certain circumstances. Repaid amounts on the Term Loan may not be re-borrowed.

At December 31, 2016, we were in compliance with all restrictive and financial covenants under the credit facility. Commitment fees paid in the fourth quarter and full year 2016 were $0.4 and $1.4, respectively (fourth quarter and full year 2015 -- $0.4 and $1.3, respectively). At December 31, 2016, we had $25.8 (December 31, 2015 -- $27.2) outstanding in letters of credit under this facility.

We also have a total of $70.0 in uncommitted bank overdraft facilities available for intraday and overnight operating requirements. There were no amounts outstanding under these overdraft facilities at December 31, 2016 or December 31, 2015.

The amounts we borrow and repay under these facilities can vary significantly from month-to-month depending upon our working capital and other cash requirements.

9. CAPITAL STOCK

Share repurchases:

We have repurchased subordinate voting shares in the open market and otherwise in recent years pursuant to normal course issuer bids (NCIBs), which allow us to repurchase a limited number of subordinate voting shares during a specified period, and from time to time pursuant to substantial issuer bids. These shares are repurchased either for cancellation or to satisfy obligations under our stock-based compensation plans. As part of the NCIB process, we may enter into Automatic Share Purchase Plans (ASPPs) with brokers, that allow such brokers to purchase our subordinate voting shares in the open market on our behalf under our NCIBs (including during any applicable self-imposed trading blackout periods). In addition, we enter into program share repurchases (PSRs) from time to time as part of the NCIB process (if permitted by the TSX), pursuant to which we make a prepayment to a broker in consideration for the right to receive a variable number of subordinate voting shares upon such PSR's completion. Under such PSRs, the price and number of subordinate voting shares to be repurchased by us is generally determined based on a discount to the volume weighted-average market price of our subordinate voting shares during the term of the PSR, subject to certain terms and conditions. The subordinate voting shares repurchased under any PSR are cancelled upon completion of such PSR under the NCIB. The maximum number of subordinate voting shares we are permitted to repurchase for cancellation under each NCIB is reduced by the number of subordinate voting shares purchased in the open market under such NCIB to satisfy obligations under our stock-based compensation plans.

In September 2015, we completed an NCIB launched in September 2014 (2014 NCIB), which allowed us to repurchase, at our discretion, up to approximately 10.3 million subordinate voting shares in the open market, or as otherwise permitted. During 2015, prior to its expiry, we repurchased and cancelled a total of 6.1 million subordinate voting shares for $69.8 (including transaction fees) under the 2014 NCIB, at a weighted average price of $11.46 per share, including 4.4 million subordinate voting shares repurchased under a $50.0 PSR which we funded in December 2014. We completed the share repurchases under this PSR on January 28, 2015 at a weighted average price of $11.38 per share.

In the second quarter of 2015, we launched and completed the SIB, pursuant to which we repurchased and cancelled approximately 26.3 million subordinate voting shares at a price of $13.30 per share (for an aggregate purchase price of $350.0), representing approximately 15.5% of our total multiple voting shares and subordinate voting shares issued and outstanding prior to completion of the SIB. We funded the share repurchases with the proceeds of the $250.0 Term Loan, $25.0 drawn on the Revolving Facility, and $75.0 of cash on hand. See note 8.

On February 22, 2016, the TSX accepted our notice to launch a new NCIB (2016 NCIB) which was amended in March 2016 to permit PSRs. The 2016 NCIB allows us to repurchase, at our discretion, until the earlier of February 23, 2017 or the completion of purchases thereunder, up to approximately 10.5 million subordinate voting shares (representing approximately 7.3% of our total outstanding subordinate voting and multiple voting shares at the time of launch) in the open market or as otherwise permitted, subject to the normal terms and limitations of such bids. The maximum number of subordinate voting shares we are permitted to repurchase for cancellation under the 2016 NCIB will be reduced by the number of subordinate voting shares purchased thereunder to satisfy obligations under our stock-based compensation plans. During 2016, we paid $34.3 (including transaction fees) to repurchase and cancel 3.2 million subordinate voting shares under the 2016 NCIB at a weighted average price of $10.69 per share, including 2.8 million subordinate voting shares repurchased under a $30.0 PSR funded in March 2016 at a weighted average price of $10.69 per share. We did not repurchase any shares for cancellation during the fourth quarter of 2016. During the fourth quarter of 2016, we repurchased 1.1 million (1.6 million for the full year 2016) subordinate voting shares under the 2016 NCIB to satisfy obligations under our stock-based compensation plans (see below). As of December 31, 2016, up to an additional 5.7 million subordinate voting shares may be repurchased under the 2016 NCIB during the remainder of its term.

Stock-based compensation:

We grant share unit awards to employees under our stock-based compensation plans. Under one of our stock-based compensation plans, we have the option to satisfy the delivery of shares upon vesting of the awards by purchasing subordinate voting shares in the open market or by settling such awards in cash. Under our other stock-based compensation plan, we may (at the time of grant) authorize the grantee to settle awards in either cash or subordinate voting shares (absent such permitted election, grants will be settled in subordinate voting shares, which we may purchase in the open market or issue from treasury, subject to certain limits). From time-to-time, we pay cash for the purchase by a broker of subordinate voting shares in the open market to satisfy the delivery of shares upon vesting of awards. For accounting purposes, we classify these shares as treasury stock until they are delivered pursuant to the plans. During 2016, we paid $18.2 (including transaction fees) for a broker's purchase of 1.6 million subordinate voting shares in the open market (under the 2016 NCIB) for awards under our stock-based compensation plans. During 2015, we paid $28.9 (including transaction fees) for a broker's purchase of 2.5 million subordinate voting shares in the open market (outside of any NCIB period) for awards under our stock-based compensation plans. At December 31, 2016, 1.4 million subordinate voting shares were held for this purpose, having a value of $15.3 (December 31, 2015 -- 2.8 million subordinate voting shares with a value of $31.4).

At December 31, 2016, 1.5 million (December 31, 2015 -- 1.3 million) deferred share units (DSUs) granted to members of our Board of Directors were outstanding.

For the fourth quarter and full year 2016, we recorded aggregate employee stock-based compensation expense (excluding deferred share unit (DSU) expense) through cost of sales and SG&A of $10.4 and $33.0, respectively (fourth quarter and full year 2015 -- $10.8 and $37.6, respectively), and DSU expense (recorded through SG&A) of $0.6 and $2.1, respectively (fourth quarter and full year 2015 -- $0.4 and $1.9, respectively). Employee stock-based compensation expense varies from period-to-period. The portion of such expense that relates to a non-market performance condition varies depending on the level of achievement of pre-determined financial targets.

During the fourth quarter and full year 2016, we received cash proceeds of $0.8 and $4.1, respectively (fourth quarter and full year 2015 -- $0.8 and $3.9, respectively) relating to the exercise of vested employee stock options.

10. PENSION AND NON-PENSION POST-EMPLOYMENT BENEFIT PLANS

We provide pension and non-pension post-employment defined benefit plans for our employees. Our obligations are determined based on actuarial valuations. We recognize actuarial gains or losses arising from pension and non-pension post-employment defined benefit plans in other comprehensive income (loss) and we subsequently reclassify the amounts to deficit. For 2016, we recognized $17.1 of net actuarial gains, net of tax (2015 -- $7.0 of net actuarial loss, net of tax). The net actuarial gains for 2016 arose primarily from better than expected inflationary impacts, as well as changes in demographic assumptions of our U.K. pension plan. We used a measurement date of December 31, 2016 for the accounting valuation of our pension and non-pension post-employment defined benefit plans.

11. OTHER CHARGES

                                                                                                                  
                                                                      Three  months  ended      Year  ended  December  
                                                                            December  31                                31                  
                                                                  ---------------------  ---------------------
                                                                        2015              2016              2015              2016      
                                                                  ----------  ----------  ----------  ----------
Restructuring  (a)                                $            2.1  $          24.4  $        23.9    $        31.9  
Asset  impairment  (b)                                      12.2                    -            12.2                    -  
Pension  obligation  settlement                                                                                              
  adjustment                                                              -                    -            (0.3)                  -  
Other  (c)                                                                  -                1.4                  -              (6.4)
                                                                  ----------  ----------  ----------  ----------
                                                                  $          14.3  $          25.8  $        35.8    $        25.5  
                                                                  ==========  ==========  ==========  ==========
 

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