8-KRegulation FDExhibits & Filings

CELESTICA INC 8-K Report, Regulation FD Disclosure (Mar 3, 2025)

Filed March 3, 2025For Securities:CLS

Summary

Celestica Inc. (CLS) has filed an 8-K report on March 3, 2025, to disclose a significant change in its reporting status. The company determined it no longer qualifies as a "foreign private issuer" as of June 28, 2024. Consequently, effective January 1, 2025, Celestica is now subject to the periodic and current reporting requirements for U.S. domestic issuers under the Securities Exchange Act of 1934. This change necessitates the preparation of financial statements in accordance with U.S. Generally Accepted Accounting Principles (US GAAP). The filing includes re-presented unaudited consolidated interim financial statements and Management's Discussion and Analysis (MD&A) for the first three quarters of 2024 (ending March 31, June 30, and September 30), along with comparative periods in 2023. These re-presented statements, originally prepared under International Financial Reporting Standards (IFRS), have been updated to comply with US GAAP. Investors should note that these re-statements do not update or restate information beyond the original filing dates or reflect events occurring after those dates.

Key Highlights

  • 1Celestica Inc. has transitioned from a "foreign private issuer" to a U.S. domestic issuer reporting status, effective January 1, 2025.
  • 2The company is now required to comply with U.S. domestic issuer reporting and disclosure requirements.
  • 3Financial statements filed with the SEC will now be prepared in accordance with U.S. GAAP, replacing IFRS.
  • 4The filing includes re-presented unaudited interim financial statements and MD&As for Q1, Q2, and Q3 of 2024 (and comparable 2023 periods) under US GAAP.
  • 5These re-statements are voluntary and aim to align historical interim reporting with the new US GAAP requirement.
  • 6The re-presented financials do not update information beyond their original filing dates or reflect subsequent events.

Frequently Asked Questions

Celestica Inc. determined that it no longer qualifies as a "foreign private issuer" as of June 28, 2024. This triggers a change in its reporting obligations to those of a U.S. domestic issuer under the Securities Exchange Act of 1934, effective January 1, 2025.

The primary impact is that Celestica will now prepare its financial statements in accordance with U.S. Generally Accepted Accounting Principles (US GAAP) instead of International Financial Reporting Standards (IFRS). This 8-K filing specifically presents re-stated interim financial statements for 2024 (and comparative 2023 periods) under US GAAP.

No, the re-presented interim financial statements and MD&As do not update or restate the information from the original filings beyond their initial reporting dates, nor do they reflect any events that occurred after those dates. They solely present the previously reported interim periods in accordance with US GAAP.

The re-presented unaudited consolidated interim financial statements and Management's Discussion and Analysis for the periods ending March 31, June 30, and September 30, 2024 (and comparative 2023 periods) are attached as Exhibits 99.1 through 99.6 to this Form 8-K filing.